Website Terms and Conditions

Welcome to CHIBEY (the “Site”). The Site is comprised of various web pages and a customer portal operated by CHIBEY ("Company"). Your use of the Site, including the features and services made available through this Site, is governed by the terms, conditions, and notices contained herein (the "Terms") which we may update from time to time. Your access or use of the Site constitutes your agreement to all such Terms. Please read these Terms carefully before using the Site, and keep a copy of them for your reference. BY ACCESSING THE SITE IN ANY WAY, INCLUDING, WITHOUT LIMITATION, BROWSING THE SITE, USING ANY INFORMATION, AND/OR SUBMITTING INFORMATION TO COMPANY, YOU AGREE TO AND ARE BOUND BY THE TERMS, CONDITIONS, POLICIES AND NOTICES CONTAINED ON THIS PAGE, INCLUDING, BUT NOT LIMITED TO, CONDUCTING TRANSACTIONS ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, BINDING ARBITRATION, AND A CHOICE OF NEW YORK LAW.

Company may, in its sole discretion, and at any time, discontinue this Site or any part thereof, with or without notice, or may prevent your use of this Site with or without notice to you. You agree that you do not have any rights in this Site and that Company will have no liability to you if this Site is discontinued or your ability to access the Site or any content you may have posted on the Site is terminated. All restrictions, rights granted by you, and all disclaimers and limitations of liability will survive any termination.

Additional Terms

Additional terms and conditions may be issued by Company from time to time that apply to use of the Site and Services, including specific terms relating to your transactions or orders for Services. By using the Site or Services, you accept these additional terms, which are incorporated by reference into these Terms.

Privacy

Your use of the Site is subject to Company‘s Privacy Policy. Please review our Privacy Policy, which informs users of our data collection practices.

Electronic Communications

Visiting the Site or sending emails to Company constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Links to Third Party Sites/Third Party Services

The Site may contain links to other sites not maintained by or related to Company. Hyperlinked sites are provided as a service to users and are not sponsored by, affiliated with, or under the control of Company. Company makes no representations or warranties about the content, completeness, or accuracy of those third party sites. Information you submit at a third party site accessible from this Site is subject to that site's terms and conditions and privacy policy, and Company has no control over how your information is collected, used, or otherwise handled.

No Unlawful or Prohibited Use/Intellectual Property

Content on this Site that is provided by Company or its licensors, including non-fungible blockchain-based digital asset or tokens (each, an “NFT”), graphics, photographs, images, text, digitally downloadable files, trademarks, trade dress, logos, product names or packaging, slogans, and the compilation of the foregoing ("Company Content") is the property of Company and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. As a condition of your use of the Site or Services, you warrant to Company that you will not use the Site for any purpose that is unlawful or prohibited by these Terms or that infringes any intellectual property right or violates any person's rights of publicity or right of privacy, or is used to harass or promote of facilitate violence or any obscene, defamatory or other illegal activity. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or Services interfere with any other party's use and enjoyment of the Site or Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, derive the source code of, or in any way exploit the Site or Services or Company Content. Company Content and Services are not for resale. Your use of the Site and Services do not entitle you to make any unauthorized use of the Company Content, and in particular you will not delete or alter any proprietary rights or attribution notices in Company Content. You will use Company Content solely for your personal use, and will make no other use of the Company Content without the express written permission of Company and the copyright owner. You agree that you do not acquire any ownership rights in the Site or Services or any Company Content. We do not grant you any licenses, express or implied, to the intellectual property of Company or our licensors except as expressly authorized by these Terms.

The following requirements apply to your use of the Site, including any submission or other materials provided by you (“User Content”): (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, hateful, invasive of the privacy of another person, abusive, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by Company; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect, store, or post any content that (i) contains personal information about other users or any individual, (ii) violates the privacy/publicity of any other individual or entity, or (iii) anything that you are under a contractual obligation to keep private or confidential; (d) you will not use the Site for any commercial purpose not expressly approved by Company in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not impersonate any person or organization, including without limitation, the personnel of Company, or misrepresent an affiliation with another person or organization; (g) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of the Site, any computer software or hardware, or telecommunications equipment; and (h) you are further prohibited from using any data mining, crawlers, spiders, robots or similar data gathering, scraping or extraction methods in connection with the Site.

By displaying, publishing, or otherwise submitting any User Content on or through the Site, you hereby grant to Company a non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, edit and revise any User Content (without notice), as well as the right to sublicense User Content to third parties. You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own all content submitted, displayed, published or posted by you on the Site and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. You further represent that all information provided by you through this Site is true and accurate. Company reserves the right to remove any User Content you provide, in its sole discretion, without any notice to you.

Registrations/Sign ups

Certain areas of the Site require registration or otherwise ask you to provide information to participate in certain features or access certain content. If you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Site, or any features at all.

If the Site requires you to submit information, you must complete the specified process by providing us with current, complete, and accurate information as requested by the applicable registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data, and any loss caused by your failure to do so is your responsibility.

International Users

The Site and Services are controlled, operated and administered by Company from our offices within the USA. If you access the Services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Company Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Company, its parents, officers, directors, employees, agents, contractors and third parties and each of their respective officers, employees, and agents (collectively, “Company Entities”), for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of these Terms, your use of the Services (including any property damage, personal injury or death resulting from action or inaction based on use of the Services), or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.

Liability Disclaimer

Company makes no representations about the reliability of the features of this Site, the Company Content or any other Site feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems or use of the Site will be at your own risk. Company makes no representations regarding the amount of time that any Company Content will be preserved. Company makes no representation or warranties that any material, NFT’s, images, applications or files obtained from or through the Site are free from computer viruses or other faults or defects. It is your responsibility to take customary precautions against computer viruses and/or concerning inaccuracies, typographical errors or other defects on the Site or applications or material available on or through Site. You agree to use this Site, applications and functions at your own risk.

THE INFORMATION, COMPANY CONTENT, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MOCA SOFTWARE INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, COMPANY CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, COMPANY CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. MOCA SOFTWARE INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, COMPANY CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, COMPANY CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICES.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE SITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE. THE INFORMATION ON THE SITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

Choice of Law/Jurisdiction

These Terms will be construed in accordance with the laws of the state of New York as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary.

Dispute Resolution

Any controversy or claim arising out of or relating to these Terms, or the breach thereof, including all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. You and CHIBEY shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be New York City, New York, and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.

The arbitrator shall issue a reasoned award and, subject to the limitation of liability set forth above, shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of iura novit curia. You and CHIBEY each retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH CHIBEY MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.

General Terms

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of these Terms or use of the Site or Services. Company's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Company with respect to such use. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions.

Unless otherwise specified herein, the Terms constitute the entire agreement between the user and Company with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Company with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

The failure of Company to comply with these Terms because of an act of God, epidemic, outbreak, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Company, shall not be deemed a breach of these Terms.

If Company fails to act with respect to your breach or anyone else's breach on any occasion, Company is not waiving its right to act with respect to future or similar breaches.

These Terms constitute a binding agreement between you, your heirs, successors, affiliates, and representatives and Company, and is accepted by you upon your use of the Site or your account. These Terms constitute the entire agreement between you and Company regarding the use of the Site and your account. By using the Site you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms.

Changes to Terms

Company reserves the right, in its sole discretion, to change the Terms under which is the Site and Services are offered. Any changes will be posted to the Site. The most current version of the Terms will supersede all previous versions. Company encourages you to periodically review the Terms to stay informed of our updates. Your continued access and use of the Site and Services after such changes are made constitutes your acceptance of such changes.

Contact Us

Please send your questions or comments regarding the Terms to: support@chibey.io

Effective as of December 15, 2023.