Terms of Use

PLEASE READ THESE TERMS OF USE ("terms of use") CAREFULLY. This website and the information on it are controlled by Chirp. These terms of use govern the use of the website and apply to all internet users visiting the website by accessing or using the website in any way, including the services and resources available or enabled via the website.

BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE AND/OR ENTERING INTO A PURCHASE ORDER THAT REFERENCES THESE TERMS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CHIRP, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF USE.

Section 1: Definitions/General Intro

1.1 "Chirp" means Chirp USA, LLC.

1.2 "Service" means any service and/or hosted software application provided by Chirp via the Website, including but not limited to, the Chirp API, the Chirp Cloud, connectivity services, and any other software services offered by Chirp via the Website.

1.3 "You" means you or the legal entity you named as a user when you registered on the Website and/or purchased Products.

1.4 "Products" means the physical/tangible products produced and sold by Chirp, including, for example, Chirp devices, electronics, accessories, and any kits.

1.5 "Third Party Product" means any application, website, API, product, software, equipment, or hardware, manufactured, produced, or otherwise provided by anyone other than Chirp.

1.6 "Website" means any web domain owned, operated, branded or co-branded by Chirp.

1.7 "Project Share Website" means any website owned by Chirp that allows users to share information and details of their own projects and/or products. Information may include code, design specifications, photographs, and/or personal details. The Project Share Website is also included as part of the "Services".

1.8 "Chirp API" means any application programming interface (API) owned and operated by Chirp, including the REST (Representational State Transfer) API (for communicating with servers, software developers, web applications, and mobile applications) and any other APIs provided by Chirp.

1.9 "Order" means a written order for Products and/or Services, mutually agreed upon by Chirp and You, which references these Terms of Use.

Section 2: Updates & Supplemental Terms

2.1 Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms"), and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the "Terms".

2.2 The Terms of Use refer to our Privacy Policy, which also applies to your use of the Services.

2.3 PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY CHIRP IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Chirp will make a new copy of the Terms of Use available at the Website, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also change the "Last Updated" date at the top of the Terms of Use. Chirp may require You to provide consent to the updated Terms in a specified manner before further use of the Website and/or Service is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the Website and/or Service. Otherwise, Your continued use of the Website and/or Service constitutes Your acceptance of such changes.

Section 3: Account Creation & Use

3.1 In order to access certain Services, You must create an account with Chirp with a valid email address and password (an "Account").

3.1.1 By creating an Account, You are confirming that any and all information You provide upon registration is accurate and complete. You are also certifying that you are (1) over the age of 13, and (2) allowed to legally use these services in the US and other countries and are not barred from doing so by any legal entities.

3.1.2 Only one Account may be created per unique email address.

3.1.3 You are responsible for the confidentiality of Your login information and are fully responsible for the activities of Your Account, as well as all activities, communications, or behaviors that occur under Your Account or with any Products and Services connected to Your Account.

3.1.4 You agree to notify Chirp immediately if You have reason to believe Your Account has been compromised or You suspect unauthorized use of Your Account. Chirp cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements.

3.2 After You have created an Account, You may connect certain Products and Third-Party Products to Your Account in order to enable You to use certain Services provided by Chirp ("Connected Products"). You hereby grant Chirp the ability to access, interact with, and otherwise use any and all Connected Products to provide You the Services. Such interactions and use may include reading data from sensors, controlling physical actuators, and otherwise interfacing with the physical world. Once You have set up this Account, Chirp will continue to have access to Connected Products until You specifically revoke access by altering Your settings or closing Your Account.

3.3 Chirp reserves the right to revoke Your access to Your Account and/or suspend the Services if it believes You are engaged in (1) activities that violate these Terms or any (2) unauthorized or illegal activities.

3.4 After the Account has been initially set up, these Terms will be binding on any active users of Products or Services. You, the Account creator, will continue to be responsible for all Connected Products, including any access to or use of Connected Products by any end users of Your Account. All end users of Your Account are subject to and bound by these Terms.

3.5 You are solely responsible for informing any person and/or entity to whom You provide access to Connected Products of their responsibilities and obligations hereunder. You agree to indemnify, defend, and hold harmless Chirp and its affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns (collectively, "Chirp Parties") from and against any damages, liabilities, losses, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees) ("Losses") that are incurred by the Chirp Parties in connection with or related to Your breach of this Section.

3.6 You are solely responsible for your Connected Products and related issues. You acknowledge and agree that You must obtain any necessary certifications or approvals for all Connected Products prior to using our Services. In the event Your Connected Products do not comply with applicable certifications or approvals, Chirp reserves the right to suspend our Services to, and ban from our networks, such Connected Products.

Section 4: Use of Chirp Products & Services

4.1 You agree to comply with all applicable local, state, national, foreign, and international laws and regulations in connection with your access to and use of the Products and Services provided by Chirp.

4.2 You further agree not to use any Products or Services to: (a) disrupt or interfere with the services, servers, or networks connected to the Services, or violate any requirements, procedures, policies, or regulations of networks connected to the Products or Services; (b) engage in or facilitate illegal or fraudulent activities; (c) gain unauthorized access to the accounts, materials, information, computer systems, networks, or devices owned or controlled by Chirp or any other party, including through password mining or any other means; (d) violate, circumvent, or tamper with the encryption codes or technological protection measures of the Services; (e) solicit personal information from individuals under the age of 18; (f) provide remote monitoring for life-sustaining medical care without proper authorization; (g) use the Service to convey obscene or unlawful information or content; or (h) monitor third parties without their explicit permission.

4.3 You acknowledge and agree that you are solely responsible for complying with all legal, regulatory, and safety requirements related to your products and projects and any use of the Products or Services. By creating products and projects using Chirp Products and Services, you represent and warrant that you have the necessary expertise to: (1) create and implement safeguards to anticipate dangerous consequences of failures; (2) monitor failures and their consequences; (3) reduce the likelihood of failures that may cause harm; and (4) take appropriate remedial actions. The Products and Services are not intended for, and you agree not to use them for or in, any military, aircraft, space, life-saving, or life-sustaining applications. You agree to indemnify, defend, and hold harmless the Chirp Parties from any losses incurred as a result of your use of any Products or Services in connection with any military, aircraft, space, life-saving, or life-sustaining applications.

4.4 Chirp may provide opportunities to interact with, interface with, and use Third-Party Products.

4.4.1 These Third-Party Products are provided by third parties ("Third Party Providers"), and Chirp does not own or control such Third-Party Products. You acknowledge and agree that Chirp shall not be responsible or liable for the quality, nature, reliability, accuracy, completeness, timeliness, truthfulness, or legality of any Third-Party Products. Furthermore, you understand that access to and use of Third-Party Products, including their availability and uptime, are solely determined by the relevant Third-Party Providers. Chirp will have no liability to you for any unavailability of any Third-Party Products or any decision by a Third-Party Provider to discontinue, suspend, or terminate access to any Third-Party Products.

4.4.2 You hereby release the Chirp Parties from any losses, including personal injuries, death, and property damage, directly or indirectly related to or arising from (1) the behavior or actions of Third-Party Products or the relevant Third-Party Providers, or (2) your use of the Third-Party Products. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor does not know or suspect to exist in their favor at the time of executing the release, which, if known by them, must have materially affected their settlement with the debtor." The foregoing release does not apply to any claims, demands, or losses.

4.5 The Services provided by Chirp may enable you to access and utilize Chirp APIs, including the REST API (Application Program Interface) and Socket API, to control, access, or provision access to your account and connected products. You are permitted to use the Chirp APIs solely for the purpose of accessing and using the Services for your internal business purposes. Any abuse or excessively frequent requests to Chirp APIs may result in the temporary or permanent suspension of your account's access to the API and other Services. Chirp reserves the right, at its sole discretion, to determine abuse or excessive usage. Chirp also reserves the right to modify or discontinue, temporarily or permanently, your access to the API (or any part of the Services) with or without notice.

4.6 If you choose to update firmware on products with code not provided by Chirp, you acknowledge that the code and results are your responsibility.

4.7 You shall not: (a) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Chirp website, products, Chirp APIs, or Services; (b) access the Chirp website or Services to build a similar or competitive website, application, or service; (c) disrupt, overburden, or aid or assist in the disruption or overburdening of (i) any computer or server used to offer or support the Services or (ii) the enjoyment of the Services by any other person; (d) engage in any type of attack, including but not limited to the distribution of a virus, denial of service attacks upon the Chirp website or Services, or other attempts to disrupt the Chirp website or Services or any other person's use or enjoyment of them; (e) attempt to gain unauthorized access to the Chirp website or Services, accounts registered to others, or the computers, servers, or networks connected to the Chirp website or Services, except through the user interface provided by Chirp; (f) attempt to probe, scan, or test the vulnerability of the Chirp website or Services or breach any security or authentication measures; or (g) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Chirp or any of its providers or any other third party to protect the Chirp website and/or Services.

4.8 You acknowledge and agree that: (a) you will comply with all applicable laws, rules, and regulations regarding your use of the Chirp website, products, APIs, and Services; (b) your access to and use of any products or Services, or any portion thereof, may be withdrawn or suspended to comply with applicable laws, rules, and regulations; (c) you will not use the products or Services to send offensive, abusive, menacing, obscene, annoying, hate-inciting, panic-inducing, or otherwise unlawful communications; or (d) access, transmit, publish, display, advertise, or make available material that infringes copyright or any other intellectual property right held in any country, is obscene or pornographic, contains threats of any kind, is defamatory, or breaches confidence, is illegal, or infringes any third party's rights of any kind.

4.9 The Chirp website, products, APIs, and Services are the sole and exclusive property of Chirp and its suppliers. Except as expressly set forth herein, no other rights are granted to you.

4.10 You hereby grant to Chirp a non-exclusive, transferable, sublicensable (through multiple tiers), irrevocable, royalty-free, and fully paid-up right and license to access and use any data, information, files, or other content ("Your Data") that you or any end users of connected products upload, transfer, provide, transmit, or otherwise make available (collectively, "Make Available") to Chirp via the Services, for the purpose of providing the Services. Chirp acknowledges and agrees that, as between you and Chirp, you are the sole and exclusive owner of Your Data. You represent and warrant that you have provided all necessary notices and obtained all rights and consents required to grant Chirp the aforementioned license.

4.11 Chirp will only use Your Data as outlined in its Privacy Policy.

Section 5: Chirp Website and User Content

5.1 By submitting any content to the Chirp website or other public sites governed by Chirp (such content, "User Content"), you hereby grant, and you represent and warrant that you have the right to grant, to Chirp and its affiliates and partners, an irrevocable, nonexclusive, sublicensable (through multiple tiers), royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, solely for the purposes of including your User Content on the Chirp website, providing services, and for any Chirp PR and marketing efforts. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

5.2 When you submit User Content to the Chirp website, you acknowledge that such site is public and that such content may be accessed by other users of the Chirp website.

5.3 You acknowledge that there may be unintentional overlap between your ideas and the current product development of Chirp and Chirp's partners and affiliates. If Chirp, or Chirp's partners and affiliates, introduces a product or service similar to an idea submitted on the Chirp website or any website, you understand and acknowledge that any coincidence is unintentional, and you release Chirp against any claims of infringement.

5.4 Chirp maintains the right to delete User Content from the Chirp website that it deems inappropriate. Chirp makes no promises that User Content will never be deleted or removed in the future in events of disruption or discontinuation of the site, so be sure to make plans for a backup.

5.5 When you upload User Content to the site or services, you will be asked to select a secondary copyright license, which is additional to the license you grant to Chirp and its affiliates and partners. You will then be asked to choose a secondary license that will govern how other site or service users may use your User Content.

Section 6: Purchase and Payment Terms

6.1 Purchases made from Chirp's online store ("Store") are intended for personal and/or internal business use only and are not for commercial resale. If you're interested in reselling Chirp products, please contact Chirp at [email protected] to receive details and authorized approval.

6.2 You agree to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable, or as otherwise set forth in any applicable order. You must provide Chirp with a valid credit card (Visa, MasterCard, or any other issuer accepted by Chirp) ("Payment Provider"), or purchase order information as a condition to signing up for the services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not these terms to determine your rights and liabilities. By providing Chirp with your credit card number and associated payment information, you agree that Chirp is authorized to immediately invoice your account for all fees and charges due and payable to Chirp hereunder, and that no additional notice is required. You agree to immediately notify Chirp of any change in your billing address or the credit card used for payment hereunder. Chirp reserves the right at any time to change its prices and billing methods, either immediately upon posting on the website or by email delivery to you.

6.3 You will be responsible for the payment of the applicable fee for any services (each, a "Service Subscription Fee") at the time you create your account and select your monthly or annual package, as applicable, or as otherwise set forth in any applicable order (each, a "Service Commencement Date"). Except as set forth in these terms or any applicable order, all fees for the services are non-refundable. No contract will exist between you and Chirp for the services until Chirp accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

6.4 Your subscription will continue indefinitely until terminated in accordance with these terms, or as set forth in any applicable order. Unless otherwise set forth in an applicable order, after your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a "Renewal Commencement Date") and continue for an additional equivalent period, at Chirp's then-current price for such subscription. Unless otherwise set forth in an applicable order, you agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Chirp that your subscription will be automatically renewed, you will have thirty days from the date of the Chirp notice). If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, please contact Chirp at [email protected]. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Chirp to charge your Payment Provider now and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Chirp does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that Chirp may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your account will be activated, and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

6.5 Chirp reserves the right to charge you any overage fees accrued or incurred in accordance with your order. You acknowledge and agree that overage fees may not be invoiced in the month used and that any failure by Chirp to bill or invoice for overage and related charges on a timely basis will not be a basis for you to dispute payment of such charges.

6.6 Chirp reserves the right to change carriers, network access, and coverage plans at any time. In the event any carrier, network access, and/or coverage plans rates are increased by the applicable carrier or service provider, Chirp reserves the right to increase its fees upon notice to you.

Section 7: Warranty; Warranty Disclaimer

7.1 Except as set forth below in Section 7.4, Chirp does NOT warrant that: (i) Services and Products will meet your specific requirements, (ii) Services and Products will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Services and Products will be accurate or reliable, (iv) the quality of any Services, Products, information, or other material purchased or obtained through Chirp will meet your expectations, and (v) any errors in the Service or Products will be corrected.

7.2 Services may be subject to sporadic interruptions and failures for a variety of reasons beyond Chirp's control, including, but not limited to, network intermittency, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that Chirp is not responsible for any damages allegedly caused by the failure or delay of the Services.

7.3 You acknowledge that Chirp uses third-party service providers to enable aspects of the Services and Products – such as, for example, but not limited to, data storage, synchronization, and communication through third-party servers, and mobile device notifications through mobile operating system vendors and mobile carriers – and that Chirp does not control and is not responsible for the acts or omissions of such third-party service providers.

7.4 In the event that Chirp ceases to operate its business or files or has filed against it a petition under bankruptcy or insolvency law that remains undismissed after sixty (60) days, Chirp warrants that its services will remain active. All pricing and service contracts will be honored by Chirp's service providers under the same pricing and terms as conveyed by Chirp. Chirp will, to the best of its ability, work to transfer the full title of its licenses and agreements to you insofar as they pertain to the services provided by Chirp.

Section 8: Limitation of Liability

8.1 You expressly understand and agree that neither Chirp nor its suppliers shall be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Chirp has been advised of the possibility of such damages) resulting from: (i) the cost of procurement for substitute products or services, (ii) the interruption of use or loss or corruption of data, (iii) actions or choices by any third parties using Services or Products, (iv) the interruption of access to or inability to access Services, (v) access, authorized or unauthorized, to your data or your devices (Chirp Products or otherwise) making use of Services, (vi) your use of the Services (including the APIs or Third-Party Products that access data via the APIs) or Products.

In no event shall Chirp or its suppliers' aggregate liability to you exceed an amount equal to the amounts paid by you during the six (6) month period immediately preceding the event(s) giving rise to liability hereunder.

8.2 Force Majeure: Chirp will not be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attacks, nonperformance of vendors or suppliers, acts of God, or other causes over which Chirp has no reasonable control.

8.3 You expressly understand and agree that you have no contractual relationship whatsoever with any underlying third-party wireless service provider or any of such third-party service provider's affiliates or contractors (collectively, "providers"), and that you are not a third-party beneficiary of any agreement with any such underlying provider. To the fullest extent permitted by law, you hereby waive any and all claims or demands therefor. You expressly release each provider from any and all liability with respect to Chirp's services and products, and you covenant not to bring any action against any provider arising out of or relating to the Chirp services or products. In the event of any breach of the foregoing covenant not to sue, you agree to indemnify Chirp, to the fullest extent permitted by applicable law, against any and all resulting damages (including, without limitation, to the extent owed by Chirp to a provider), notwithstanding any limitation of liability herein.

Section 9: Indemnification

You agree to indemnify, defend, and hold the Chirp Parties harmless from and against any and all losses incurred by the Chirp Parties in connection with any action, claim, or suit arising out of or relating to your breach of these Terms; your violation of any applicable laws, rules, or regulations; any dispute between you and any of your suppliers, vendors, distributors, OEMs, resellers, or customers; or your use of Products or Services, including, without limitation, your use of Products or Services in a project, product, device, or any other item that you sell, pass, or give to another person.

Section 10: Termination

10.1 If Chirp becomes aware of any possible violations by you of the Terms, Chirp reserves the right to investigate such violations. If, as a result of the investigation, Chirp believes that criminal activity has occurred, Chirp reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Chirp is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Website or Services, including your data, in Chirp's possession in connection with your use of the Website or Services, to: (1) comply with applicable laws, legal process, or governmental requests, (2) enforce the Terms, (3) respond to any claims that your data violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property, or personal safety of Chirp, its users, or the public, and all enforcement or other government officials, as Chirp, in its sole discretion, believes to be necessary or appropriate.

10.2 In the event Chirp determines, in its sole discretion, that you have breached any portion of these Terms or have otherwise conducted yourself inappropriately for the Website and/or Services, Chirp reserves the right to:

10.2.1 Warn you via email that you have violated the Terms;

10.2.2 Delete your data;

10.2.3 Discontinue your subscription to any Services;

10.2.4 Notify and/or send your data to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

10.2.5 Pursue any other action that Chirp deems appropriate.

10.3 These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Website and/or Services unless terminated earlier in accordance with the Terms.

10.4 If payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if Chirp is required to do so by law (e.g., where the provision of the Website and/or Services is or becomes unlawful), Chirp has the right to immediately and without notice suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Chirp's sole discretion and that Chirp shall not be liable to you or any third party for any termination of your Account.

10.5 If you want to terminate the Services provided by Chirp, you may do so by: (a) notifying Chirp at any time, and (b) closing your Account for all of the Services you use. Your notice should be sent, in writing, to Chirp's address set forth below. If you close your Account in accordance with this Section 10.5, you will be entitled to continue to use the Services until the end of the applicable subscription period (if any), and you will not be entitled to a refund.

10.6 Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files, and your data associated with or inside your Account (or any part thereof). Subject to Section 10.5, upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of your data associated therewith from Chirp's databases. Chirp will not have any liability whatsoever to you for any suspension or termination, including for deletion of your data. All provisions of the Terms that by their nature should survive shall survive termination of the Services, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

Section 11: U.S. Government Rights

Our services are "commercial items" as defined in Federal Acquisition Regulation ("FAR") 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense ("DOD"), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation ("DFARS") 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.

Section 12: Everything Else

12.1 You agree, upon Chirp's reasonable request, to participate in reasonable marketing activities related to Chirp's services, including providing references to potential customers. You further agree that Chirp may use your name(s), trade name(s), and logo(s) on Chirp's website and promotional materials and disclose the fact that you are a customer of Chirp.

12.2 These Terms shall be governed by the laws of the State of Florida, USA, without reference to conflicts of law principles.

12.3 All claims and disputes arising under or relating to these Terms are to be settled by binding arbitration in Florida or another location mutually agreeable by the parties.

12.4 Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.5 These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Chirp's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

12.6 The section headers in these Terms are for convenience only.

12.7 Questions about these Terms can be directed toward [email protected].

12.8 If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

12.9 Where Chirp requires that you provide an email address, you are responsible for providing Chirp with your most current email address. In the event that the last email address you provided to Chirp is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, Chirp's dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Chirp at the following address: [email protected]. Such notice shall be deemed given when received by Chirp by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

12.10 These Terms constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.