Terms of Service

The terms you agree to by using ChirpChirp apps and services. Last updated July 11, 2025.

General

Terms of Service

These Terms of Service (“Terms of Service”) govern your access to and use of Shenzhen Vilando Technology Co., Ltd. (the “Company,” “us,” “we,” and “our”) software and services, including the ChirpChirp software, associated websites (https://chirpchirp.cc), and any other software, services, features, products, content, applications and training offered by us from time to time (collectively, the “Services”), identified in one or more agreements made available by us from time to time (each an “Access Agreement” and collectively, the “Access Agreements”).

Acceptance

By using or accessing the Services or ChirpChirp, you accept and agree to be bound by (i) these Terms of Service, (ii) all Access Agreements to which you are a party, which are hereby incorporated herein by reference, and (iii) our Privacy Policy, found at https://chirpchirp.cc/privacy (the “Privacy Policy”), which is incorporated herein by reference (collectively referred to as the “Agreement”).

This Agreement constitutes a binding agreement between you (“Customer,” “you,” and “your”) and the Company. This Agreement represents the parties’ entire understanding regarding the Services and shall prevail over any prior oral or written agreements or discussions, or any different or additional terms or conditions contained in any purchase order, invoice, or other non-Company ordering document. No other terms or conditions of any purchase order, invoice, or other non-Company ordering document shall apply to the Services.

The Company may modify, supplement, or amend these Terms of Service at any time. If you have an account with us, you will be notified by email and given an opportunity to review and accept any changes.

License

Subject to your compliance with this Agreement and your payment of any applicable fees, the Company grants you a non-transferable, non-exclusive, worldwide right to access and use the purchased Services in accordance with the terms set out in this Agreement (the “License”).

The License is granted on a per-user basis and is valid for use on all supported operating systems, including Windows and macOS. A License may be used on multiple computers and operating systems, provided that only the proper registered user of such License accesses or makes use of the Services.

Licenses are non-transferable and may not be distributed, sold, rented, leased or otherwise assigned or transferred to any third parties.

License Type

A. Personal Use

A License permits the use of ChirpChirp solely for your own, private, non-commercial purposes (e.g., personal productivity) (“Personal Use”). For the avoidance of doubt, the use of ChirpChirp for any commercial purposes, including in the course of your trade, profession, or any activities for which you receive compensation (e.g., work-related documentation, collaborative professional projects), does not qualify as Personal Use.

B. Not For Profit Use

A License permits the use of ChirpChirp for free by registered charitable and not-for-profit organizations; provided that such use is not in connection with non-Personal Use by any other Person.

C. Commercial Use

In all other circumstances, a License permits the use of ChirpChirp for commercial purposes by for-profit organizations, as well as government entities, subject to applicable fees.

Not Professional Advice

ChirpChirp and our Services assist you in organizing AI prompts and building a digital knowledge base. However, any materials available through ChirpChirp and/or other Services and any information, training, or advice provided (collectively, the “Service Materials”) are for informational purposes only; they are not guaranteed to be correct, complete, or up-to-date. Any use or work product resulting from the use of ChirpChirp and our Services is your sole responsibility. You understand that our providing ChirpChirp and any other Services to you does not constitute any guarantee of a particular outcome or otherwise make us responsible in any way for the success or failure of any project you undertake in connection with the use of ChirpChirp and any other Services.

Use of Services

You may use the Services only if you have reached the age of majority where you live and you can form legally binding contracts under applicable law. You may not use the Services if you reside in a jurisdiction where access to or use of the Services or any part thereof may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Services is lawful, and you must comply with all applicable laws.

You are prohibited from contributing, posting, or transmitting to the Services any infringing, unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic, or profane content or any content that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Any content you contribute, post, or transmit to the Services may not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content. The Company reserves the right (but has no obligation) to remove or edit such content and may, at its sole discretion and without liability or notice, terminate or restrict your access to any component of the Services at any time.

Fees and Subscription

Subscription Services

Certain features of the Services, including but not limited to ChirpChirp Sync and any future premium features, may be made available to you on a subscription basis (“Subscription Services”). Subscriptions may be offered as monthly, yearly, or other recurring plans as described on our website or in your Access Agreement. By purchasing a Subscription Service, you agree to pay the applicable subscription fees and any applicable taxes.

Automatic Renewal

Unless otherwise specified, subscriptions will automatically renew at the end of each billing period for successive periods of the same length. You authorize us to automatically charge your payment method on file for the applicable subscription fees, including any applicable taxes, at the then-current rate.

You may cancel your subscription at any time prior to the renewal date via your account settings or by contacting us at [email protected]. If you cancel, your subscription will remain active until the end of your current billing period.

7-Day Refund Guarantee

If you cancel your subscription within seven (7) calendar days after the initial purchase or renewal, you may request a full refund of the subscription fees paid for that billing period. To request a refund, you must contact us at [email protected] within this 7-day period. Refunds will be issued to your original payment method within a reasonable time.

This 7-day refund guarantee applies only once per Customer account. Subsequent subscription renewals are not eligible for this refund guarantee.

No Refunds After 7 Days

Except as expressly provided in this Agreement, all payments are non-refundable after the 7-day refund period, including if:

You voluntarily cancel your subscription after 7 days,
Your account is terminated due to your breach of this Agreement,
You choose to close or delete your account.

You will not be entitled to any refunds or credits for any partial subscription periods or unused Services in these cases.

Service Suspension or Termination by the Company

If we suspend or terminate the Services in their entirety for reasons other than your breach of this Agreement, we will provide a pro-rata refund of any prepaid subscription fees for the remaining unused portion of the subscription term.

For example, if you prepaid for a one-year subscription and the Services are permanently discontinued six months later, you will receive a refund equivalent to the unused six-month period.

Payment Terms

All fees are payable in advance and are non-refundable except as expressly provided in this Agreement or required by applicable law. You agree to maintain valid and up-to-date payment information in your account. If payment cannot be successfully processed, we may suspend or terminate your access to the Subscription Services until payment is received.

Unless otherwise agreed, all fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all such taxes, levies, or duties, excluding taxes based solely on the Company’s income.

Changes to Subscription Fees

We reserve the right to change subscription fees at any time. If we change our subscription fees, we will provide you with reasonable advance notice of such changes. Any fee changes will apply to the next billing cycle following notice of the change to you. If you do not agree to the new fees, you may cancel your subscription prior to the next billing cycle.

Trial Periods

We may, at our sole discretion, offer free trials or other promotional offers (“Trial Periods”). If you sign up for a Subscription Service under a Trial Period, you may cancel at any time before the end of the Trial Period without incurring charges. Upon expiration of the Trial Period, you will be charged the applicable subscription fees unless you cancel prior to the end of the Trial Period.

Content and Ownership

Content

The Services contain content owned by the Company, its suppliers, or licensors (“Company Content”). The Company, its suppliers, and licensors own and retain all rights, including all intellectual property rights, in and to the Services and the Content. The Services and Content are protected by copyright, trademark, patent, trade secret, and other laws.

You must not remove or alter any copyright notices on any copy of ChirpChirp or other Software.

Ownership

ChirpChirp and any other Services are licensed, not sold, to you. All rights not expressly granted to you in this Agreement are reserved and retained by the Company. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use, or sell any Content or other materials appearing on or through the Services. You must not modify, build upon, or block any portion or functionality of the Services. We grant you a limited, revocable, non-sublicensable license to use the Content (excluding software code) solely in connection with your permitted use of the Services under this Agreement. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Services. You may use the Services only as permitted by law. The licenses granted by the Company terminate if you do not comply with this Agreement.

Software

The Company grants you a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license to install and execute ChirpChirp and other Service-related software (“Software”) on machines operated by or for you solely to permit you to use the Services in accordance with this Agreement. Any Software is licensed, not sold. Software may include code that is licensed under third party license agreements, including open source, made available or provided with the Software, as applicable. The Company, its suppliers, and licensors own and retain all rights in the Software. The Software is protected by copyright, trademark, patent, trade secret, and other laws.

The Software includes official components incorporated into the software installation package provided by the Company. The Software does not include any third-party plugins, extensions, or software components created or distributed by entities other than the Company. You are not permitted to use or integrate any third-party plugins or extensions with the Software.

Restrictions

You shall not (and shall not permit others to): (i) license, sublicense, sell, transfer, distribute, or share the Services or Software or make any of them available for access by third parties; (ii) create derivative works based on or otherwise modify the Services or Software; (iii) disassemble, reverse engineer, or decompile the Services or Software or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to or provided with the Services; (iv) access the Services or Software in order to develop a competing product or service; (v) use the Services or Software to provide a service for others; (vi) remove or modify any copyright or other proprietary rights notice on or in the Services or Software; (vii) use a computer or computer network to cause physical injury to the property of another; (viii) violate any applicable law or regulation; (ix) disable, hack, or otherwise interfere with any security, digital signing, digital rights management, verification, or authentication mechanisms implemented in or by the Services or Software; (x) include, send, store, or run software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs from the Services or Software; (xi) cause a computer to malfunction, regardless of how long the malfunction persists; or (xii) alter, disable, or erase any computer data, computer programs, or computer software without authorization.

User Content

While using the Services, you may upload text, data, and other materials created by or otherwise provided by you (“User Content”). You represent and warrant that you own all rights, title, and interests in and to any User Content and that the provision, storage, or publication of User Content will not violate this Agreement, any applicable law, or any third party's intellectual property or other rights.

The Company assumes no responsibility for, and is not obligated to monitor, User Content. However, the Company reserves the right to investigate User Content and to block access to, refuse to host, or remove any User Content that it deems, in its sole discretion, to be in breach of this Agreement.

If you choose to publish any User Content through features of the Services that enable public sharing or access (“Published Content”), you acknowledge that such Published Content may be publicly available and may be viewed and used by others. You are solely responsible for any Published Content you make available, and you assume all risks associated with such publication, including any third party reliance on its quality, accuracy, or reliability.

Logo Usage

If you purchase a paid subscription to ChirpChirp and you use ChirpChirp (i) for commercial purposes or (ii) as a registered charitable or not-for-profit organization, you grant the Company a worldwide, non-exclusive, royalty-free license to use your company name and logo for promotional and marketing purposes, including but not limited to displaying them on our website and marketing materials. You represent and warrant that you have all necessary rights and authority to grant this license. If you wish to opt out of such usage, you may contact us at [email protected].

Modifications

The Company is entitled to modify or update the Services or Software from time to time in order to adapt them technically, or to expand or limit functionality.

Security and Privacy

Passwords and Security

In order to use ChirpChirp and/or our other Services, you may have to register and create an Account with us and provide one or more names, email addresses, and passwords (together, “ID”). You are responsible for maintaining the confidentiality of your IDs (especially your login email addresses and passwords). You agree not to use any IDs, email addresses, or passwords of any third party or disclose your IDs, email addresses, or passwords to any third party. You are responsible for any and all activity that occurs on your Account. If you suspect any unauthorized use of your Account, you must notify us immediately. You agree to provide us with correct and complete Account information at all times and inform us of any changes to the information you have provided. We will, in accordance with our Privacy Policy, keep your usernames, email addresses and passwords confidential.

Privacy Policy

Our collection and use of your information is governed by our Privacy Policy, the terms of which appear at https://chirpchirp.cc/privacy and are incorporated into this Agreement. You understand that through your access to and/or use of the Services, you consent to the collection and use of this information, including the transfer of this information to China and/or other countries or regions for storage, processing, and use by us. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account.

Security

The Services are provided by us from data center facilities to which Users have remote access via the internet in conjunction with certain offline components provided by us under this Agreement. We may use third-party service providers to provide limited parts of the Services from time to time, including data storage and processing, and you consent to us subcontracting these services to those third parties. We implement security procedures to help protect your data from security attacks. However, you understand that use of the Services necessarily involves transmission of your Customer Data over networks that are not owned, operated, or controlled by us, and we are not responsible for any of your Customer Data that is lost, altered, intercepted, copied, or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Customer Data will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers. If you become aware of any security breach in the Services, you agree to promptly notify us. All data at rest is encrypted, and all data in transit is encrypted.

Networks

Technical processing and transmission of the Services may involve: (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Use of or connection to the internet provides the opportunity for unauthorized persons to circumvent security precautions and illegally gain access to the Services, Customer Data, or User Content. We do not guarantee the privacy, security, or authenticity of any content, data, or information transmitted over or stored in any system connected to the internet.

Maintenance and Repairs

We use commercially reasonable efforts to ensure that the availability of the Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Additionally, your access to the Services may occasionally be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction and will use commercially reasonable efforts to alert or notify you in the event of any scheduled or unscheduled suspension of Services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

Third Party Services

The Services may contain features or functionality designed to interact and/or integrate with software, applications, or services that are provided by a Person other than the Company (“Third Party Services”). To use these features, you may be required to obtain access to such Third Party Services from their providers, pay fees to the providers of such Third Party Services, and/or agree to separate license agreements or terms with those providers. In order to use certain features of the Services, you may be required to grant us access to your accounts with such Third Party Services. You expressly permit us to share Customer Content in conjunction with the Third Party Services and Customer Data with Third Party Service providers. The Third Party Services may import or export data related to your account, activity, and/or content and otherwise gather data from you.

Responsibility

The Company is not responsible for any Third Party Services or for any act or omission of any third party. The Company does not own, operate, or endorse any Third Party Services and does not warrant any Third Party Services. You agree to assume all risks and liabilities associated with the use of any Third Party Services. Third Party Services are operated independently of the Company, and the Company does not guarantee the availability of any Third Party Services. If the provider of any such Third Party Services ceases to make the Third Party Services available for interoperation with the Services, the Company may cease providing such features or functionality without entitling you to any refund, credit, or other compensation. You agree to use the Services only in compliance with the terms and conditions associated with any Third Party Services. The Company advises you to review the terms of use and privacy policies for all Third Party Services to ensure compliance and to determine how they may use your information.

Disclaimer of Warranties

All Services are provided “as is” and on an “as available” basis. Neither the Company nor its suppliers or representatives make any warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose, or noninfringement. The Company makes no representation, warranty, or guarantee that the Services will meet your requirements or expectations, that they will be accurate, complete, or preserved without loss, or that the Services will be timely, secure, uninterrupted, or error-free. The Company does not guarantee that security measures will be error-free and will not be responsible or liable for unauthorized access beyond its reasonable control. The Company will not be responsible or liable in any manner for any customer properties, third-party products, third-party content, or non-Company services (including for any delays, interruptions, transmission errors, security failures, and other problems caused by these items), for regulated data received from you in breach of this Agreement, for the collection, use, and disclosure of data authorized by this Agreement, or for decisions or actions taken (or not taken) by you based upon the Services. You acknowledge that the Company is not a business associate or subcontractor. The disclaimers in this section shall apply to the maximum extent not prohibited by applicable law, notwithstanding anything to the contrary herein. You may have other statutory rights. However, any statutorily required warranties under applicable law, if any, shall be limited to the shortest period and maximum extent permitted by law.

Indemnification

By the Company

The Company will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Customer to the extent based on an allegation that the Company’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, patent, or trademark right of a third party that is issued or registered in mainland China. In no event will the Company have any obligations or liability under this section arising in whole or in part from any content, information, or data provided by the Customer or other third parties, nor arising from the use or content of any third-party plugins or integrations. The Company shall not be required to indemnify the Customer in the event of: (a) modification of the Services by the Customer, its employees, or contractors in conflict with the Customer’s obligations or as a result of any prohibited activity as set forth herein; (b) use of the Services in a manner inconsistent with any guidance, materials, or documentation provided by the Company; (c) use of the Services in combination with any other application, product, or service not provided by the Company if such claim would not have occurred without such combination; or (d) use of the Services in a manner not otherwise contemplated by this Agreement.

Customer Indemnification

Customer shall indemnify, defend, and hold harmless the Company from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Company or its affiliates regarding: (i) Customer Content or Customer Data; (ii) Customer’s use of the Services in violation of this Agreement; and/or (iii) violations of Customer’s obligations of privacy to any person.

Possible Infringement

If the Company believes the Services infringe or may be alleged to infringe a third party’s intellectual property rights, then the Company may: (i) obtain the right for you (at the Company’s expense) to continue using the Services; (ii) provide a non-infringing, functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If the Company does not believe that the options described in this section are commercially reasonable, then the Company may suspend or terminate the Customer’s use of the affected Services (with a pro-rata refund of any prepaid fees for the Services).

Customer shall ensure that their use of the Services does not infringe a third party’s intellectual property rights. The Company may remove Customer Content published through ChirpChirp if required by law.

Process

The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (ii) the other party may join the defense with its own counsel at its expense.

Exclusive Remedy

The indemnities above are the Company’s and Customer’s only remedy under this Agreement for third-party infringement claims and actions.

Limitations of Liability and Damages

Limitations of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO THE COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY COMPANY TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Confidential Information

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (together, the “Confidential Information” of the Disclosing Party). Such information includes, without limitation, information relating to pricing of the Services, Customer Data, and IDs. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as permitted in this Agreement) or divulge to any third person such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any Confidential Information after five years following the termination of this Agreement, or any Confidential Information that the Receiving Party can demonstrate that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality or breach of any obligation of confidentiality to the Disclosing Party; (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party.

Term and Termination

Term

This Agreement shall commence on the date you first access or use the Services and shall remain in effect through the end of your use of the Services unless terminated earlier pursuant to the terms of this Agreement (the “Term”).

Termination

Either party may terminate this Agreement effective immediately upon written notice: (i) if the other party materially breaches a material obligation under this Agreement and, if such breach is capable of cure, does not cure the breach within ten (10) days after receiving written notice thereof from the non-breaching party; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors.

Effect of Termination

Upon expiration or other termination of the Services for any reason, your right to access and use the Services shall terminate. If you terminate this Agreement solely due to a material breach of this Agreement by us, we agree to refund all prepaid fees for the remaining portion of the Term for the terminated Services within thirty (30) days after the date of termination. If we terminate this Agreement for your material breach, all fees due under this Agreement shall be immediately due and payable.

Return of Customer Data

At the end of the Term, the Company shall have the right to delete all of Customer Content and Customer Data at any time and cancel your Account with us. You acknowledge and agree that archived versions of the Services may include archived copies of Customer Content and Customer Data which may be retained by us for an archive cycle.

Links and Software

The chirpchirp.cc website may contain links to websites owned or operated by other entities which are not associated or affiliated with the Company. These links are provided solely as a convenience to you, and the inclusion of any link does not imply endorsement, investigation, or verification by the Company of the linked website or information contained on the linked website, or of their security or privacy practices. The Company will not be responsible for the content of any other linked websites and makes no representation or warranty regarding any other websites or the contents on those websites. If you decide to access other websites, you do so at your own risk.

Linking to any other website is at your sole risk, and the Company will not be responsible or liable for any damages in connection with such linking. In addition, the Company does not endorse or approve any websites linked from or to chirpchirp.cc, except for other websites operated by the Company.

Neither the availability of third-party plugins, nor the linking to third-party plugins on chirpchirp.cc or other websites operated by the Company, implies endorsement, investigation, or verification by the Company of the plugin, its content or functionality, or of its creators’ or distributors’ security or privacy practices. Use of third-party plugins is at your sole risk, and the Company will not be responsible or liable for any damages in connection with their use.

Framing of the chirpchirp.cc website or any of its content in any form and by any method is strictly prohibited.

You may not gather, extract, reproduce, and/or display on any other non-Company website or other online service any material on or from chirpchirp.cc or the Services, whether or not by the use of spiders or other ‘screen scraping’ software or systems used to extract data without the express consent of the Company.

Survival

Upon termination of this Agreement for any reason, you shall pay all amounts owed hereunder. Sections hereof that, by their terms, require continuing survival (including without limitation provisions related to ownership of content and intellectual property, limitations of liability, and confidentiality) together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason.

General Provisions

Definitions

Capitalized terms used in this Agreement, and not otherwise defined in this Agreement, shall have the following meanings:

“Account” means any account, which includes a username and password, used by Customer to access and use the Services.

“Applicable Laws” means all statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which such word is used.

“Customer Content” means content the Customer shares with or provides to the Company or the public through the use of the Services.

“Customer Data” means non-anonymized electronic data pertaining to Customer that is collected and/or processed using the Services, including personal information, login credentials, and other information that relates to such parties’ use of the Services.

“Content” means any and all content, data, and other materials including, without limitation, images, trademarks, HTML e-mail codes, live streams, documentation, reports, materials, files, text, logos, artwork, graphics, pictures, advertisements, works, works of authorship, or any other intellectual property contained in any such materials.

“Person” means a natural person or any legal, commercial, or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.

“Users” means Customer’s employees, representatives, consultants, contractors, or agents who are authorized to use the Services for Customer’s benefit and have unique user identifications and passwords for the Services.

“ChirpChirp” means the code, technology, and servers used in the operation and provision of the Services and includes all incorporated Software and any related materials and documentation.

Assignment

You may not assign this Agreement, nor any of the rights or obligations arising hereunder, in whole or in part, to any third party without our prior written consent. We may assign this Agreement, as well as any of our obligations or rights, to a successor entity resulting from a merger, acquisition, or consolidation involving the Company.

Conflict

In the event of any conflict between these Terms of Service and any supplemental agreement signed between you and the Company, the terms of the supplemental agreement shall govern.

Notice

Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); or (iii) the first business day after sending by email. Notices shall be sent to the Company at [email protected], and to you at the email address associated with your Account.

Force Majeure

Except for your obligation to pay fees for the Services, neither party will be responsible for failure of performance due to causes beyond its reasonable control. Such causes include, without limitation, accidents, acts of God, labor disputes, actions of any government agency, shortages of materials, acts of terrorism, or the stability or availability of the Internet or a portion of it.

Waiver

A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given.

Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

Governing Law; Venue; Time for Bringing Action

This Agreement shall be governed by the laws of the People’s Republic of China, without regard to any conflict of laws principles. Any action or proceeding arising from or relating to this Agreement may only be brought in the courts located in Shenzhen, China, and each party irrevocably submits to such exclusive jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or the transactions contemplated by this Agreement. No cause of action arising hereunder or relating hereto may be brought more than one (1) year after it first accrues. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. In case of any discrepancy between the English version and the Chinese version of this Agreement, the Chinese version shall prevail.

The Chinese version shall be provided upon request.

Additional Terms

Additional terms and conditions may apply to purchases of products and services. If applicable, such additional terms will be provided to you and will form part of this Agreement.

Severability

The terms and conditions of this Agreement are severable. In the event that any provision is determined to be unenforceable or invalid, that provision will nonetheless be enforced to the fullest extent permitted by applicable law, and that determination will not affect the validity and enforceability of any other remaining provisions of this Agreement.

Headings

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.

Entire Agreement

This Agreement, together with those incorporated or referred to in this Agreement, constitute the entire agreement between you and the Company pertaining to the subject matter of these Terms and Conditions, and supersede any prior agreements, understandings, negotiations, and discussions, whether electronic, oral, or written, regarding the subject matter of these Terms and Conditions, and may not be amended or modified except by the Company as set out herein. There are no representations, warranties, or other agreements between us in relation to the subject matter hereof except as expressly set out in this Agreement.

Electronic Communications

When you visit chirpchirp.cc or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Business Name and Business Ownership

The legal business name of the Company is Shenzhen Vilando Technology Co., Ltd. Please direct inquiries to [email protected].

International Users

The Services are controlled, operated, and administered by the Company (or its licensees) from its offices within China and are not intended to subject the Company to the laws or jurisdiction of any state, country, or territory other than those of China. Those who choose to access the Services do so on their own initiative and at their own risk and are responsible for complying with all local laws, rules, and regulations. You are also subject to Chinese export controls and are responsible for any violations of such controls, including without limitation any Chinese embargoes or other applicable rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are the responsibility of the buyer. Without limiting the foregoing, the Company may limit the availability of the Services, in whole or in part, to any person, geographic area, or jurisdiction it chooses, at any time and in its sole discretion.

If you have any questions about these Terms of Service or if you wish to provide any feedback with respect to the Services, please contact us at: [email protected].