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Terms of Service

Last Updated: March 10, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Chimpanion, Inc. ("Chimpanion," "we," "our," or "us") governing your access to and use of the Chimpanion website, applications, and AI-powered onboarding assistant service (collectively, the "Service").

By accessing or using our Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Changes to Terms

We reserve the right to modify these Terms at any time. If we make changes, we will provide notice by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

It is your responsibility to review these Terms periodically. We recommend that you print a copy of these Terms for your records.

3. Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms to use our Service. By using our Service, you represent and warrant that you meet these requirements.

If you are using the Service on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" will refer to that entity.

4. Account Registration

To access certain features of the Service, you may be required to register for an account. When you register, you agree to provide accurate, current, and complete information and to update this information to maintain its accuracy.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

We reserve the right to suspend or terminate your account if any information provided during registration or thereafter proves to be inaccurate, false, or misleading, or if you violate any provision of these Terms.

5. Subscription and Payment

Some aspects of the Service may require a paid subscription. By subscribing to our Service, you agree to pay all fees associated with your subscription plan.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all taxes associated with your subscription.

Subscriptions automatically renew unless canceled at least 30 days before the end of the current billing period. You can cancel your subscription at any time through your account settings or by contacting our customer support.

We reserve the right to change our subscription fees upon reasonable notice. Such notice may be provided by email, through the Service, or by posting the changes on our website.

6. Intellectual Property Rights

6.1 Our Intellectual Property

The Service and its original content, features, and functionality are owned by Chimpanion and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You may not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Service, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

6.2 Your Content

By uploading, submitting, storing, sending, or receiving content through our Service, you grant Chimpanion a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content in connection with providing the Service.

You represent and warrant that you own or have the necessary rights to grant us this license, and that your content does not violate the privacy rights, publicity rights, copyright, contractual rights, or any other rights of any person or entity.

7. Prohibited Uses

You agree not to use the Service:

  • In any way that violates any applicable federal, state, local, or international law or regulation.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • To impersonate or attempt to impersonate Chimpanion, a Chimpanion employee, another user, or any other person or entity.
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which may harm Chimpanion or users of the Service.
  • To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
  • To attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
  • To use the Service to process, store, or transmit data that is regulated under the International Traffic in Arms Regulations (ITAR).

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CHIMPANION EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

CHIMPANION DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. CHIMPANION DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

9. Limitation of Liability

IN NO EVENT SHALL CHIMPANION, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  • YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE;
  • ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE;
  • ANY CONTENT OBTAINED FROM THE SERVICE; AND
  • UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TO CHIMPANION IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

10. Indemnification

You agree to defend, indemnify, and hold harmless Chimpanion, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, licensors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service.

11. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Any legal action or proceeding arising out of or relating to these Terms or the Service shall be exclusively brought in the federal or state courts located in San Francisco County, California, and you consent to the personal jurisdiction of such courts.

12. Dispute Resolution

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes.

The prevailing party in any arbitration or other legal action arising out of or relating to these Terms shall be entitled to receive reimbursement of its reasonable attorneys' fees and costs.

13. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

14. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on the Service, shall constitute the entire agreement between you and Chimpanion concerning the Service.

15. Contact Information

If you have any questions about these Terms, please contact us at:

Chimpanion, Inc.
123 AI Avenue
San Francisco, CA 94103
Email: legal@chimpanion.com
Phone: +1 (555) 123-4567