Thank you for your interest in becoming a member of Chirping Central! The following terms and conditions govern your access to and use of chirpingcentral.com (the "Website”) and the services provided through the Website (collectively, the "Services”). The Services are provided by Chirping Central, LLC ("Chirping Central”). This Agreement is between you and Chirping Central.
a) "Registration” refers to the creation of an account for using the Services by selecting a username and password and providing contact information through the Website, in order to become a member. You must create an account to access and use the Services.
b) The terms "you” and "your” in this agreement refer to the owner of the account created during Registration.
c) You agree to the terms of this Agreement by completing a Registration.
2. Effectiveness of Agreement
a) This agreement may be provided to you in electronic form through the Website, or otherwise at your request, but in any case is available to you before you complete Registration.
b) By completing Registration, you acknowledge that you have read and understand this agreement and agree to be bound by this agreement. Your completion of Registration constitutes an electronic signature indicating acceptance of this agreement.
c) This agreement becomes effective on the date you complete Registration.
3. Confidentiality and Access
a) Chirping Central shall not share with any third party information you provide in conjunction with Registration, except:
i) Chirping Central may share payment information with financial institutions and payment processors as needed to effect payment of the applicable fees; and
ii) Chirping Central may provide information in response to any valid legal process, such as subpoenas and court orders, or to establish or exercise its legal rights or defend against legal claims.
iii) Chirping Central shall not be liable for any use or disclosure of such information by such third parties.
b) You agree that, in consideration for receiving access to the Services, you will allow Chirping Central and its third party affiliates to display, from time to time, advertisements on the Website and otherwise in connection with the Services.
c) You are fully responsible for keeping your username and password confidential, and you are fully responsible for all activities that occur under your username or otherwise in association with your account.
d) You shall immediately notify Chirping Central of any unauthorized use of your username or account, and of any other unauthorized use of the Services that becomes known to you.
e) Your Registration authorizes you to access the Services through the Website, and to receive emails from the Chirping Central regarding the Services. You shall not allow any unauthorized third parties to access or use the Services.
f) You shall update your contact and payment information promptly if such information changes.
g) You shall not engage in any of the following prohibited uses:
i) providing information, text, graphics, or other materials (collectively referred to as "Content”) to the Services that contains obscene, objectionable, or copyrighted content;
ii) advertising any products or services that compete with Chirping Central's products and services;
iii) attempting to pass-off your Content as endorsed by any particular person without that person's consent;
iv) using any automated means to access your account;
v) copying the Website or any utilities provided for use of the Services;
vi) attempting to access any account for which you are not authorized.
4. Content Management
a) Chirping Central agrees to make the Services available, whereby you may provide content to be made available to other members and view content provided by other members. However, you agree that Chirping Central is not liable for errors in or periods of unavailability of the Services.
b) Chirping Central shall have no obligation regarding specific Content and is not responsible for undelivered or misdirected Content.
c) Chirping Central may, without notice to you or any other members, remove Content that it deems violates this Agreement.
d) You agree that you are responsible for the subject matter of all Content you provide, and that Chirping Central is not responsible for and does not endorse the subject matter of any Content provided by other members, which you may view on the Website.
e) You agree that you, personally, are not the author of any Content not made by you.
5. Representations and Warranties
You represent, warrant and covenant that:
a) you have sufficient authority to enter into this Agreement;
b) your use of the Services is solely for lawful purposes;
c) you have the necessary rights to provide all information provided under this Agreement, including but not limited to all information provided upon Registration;
d) all information provided under this agreement and all claims and statements made by you: (1) do not violate this Agreement or any law, statute, ordinance, treaty or regulation; (2) do not infringe any copyright, patent, trademark, trade secret, publicity right, or other intellectual property right of any third party; (3) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; and (4) are not false, deceptive, misleading, defamatory, libelous, slanderous or threatening;
e) all data provided by you under this Agreement will be free of viruses or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any copyrighted material, system, system data or personal information; and
f) you will not engage in any form of spamming or other impermissible marketing activities through your use of the Services, and you will comply with all applicable federal and state laws.
6. Rights Reserved to Chirping Central
All right, title, and interest in and to the Services, except for Content not provided by Chirping Central, are and will remain the exclusive property of Chirping Central and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in this Agreement gives you a right to use the Chirping Central name or any of the Chirping Central trademarks, logos, domain names, and other distinctive brand features.
7. Copyright Infringement
The Digital Millennium Copyright Act of 1998 ("DMCA") provides that copyright owners whose protected works appear online without authorization may contact the service provider hosting the material in question and request that the infringing material be removed or access to it disabled. If you believe in good faith that Chirping Central is the service provider of material that infringes your copyright, you may submit a written notification of claimed infringement to Chirping Central at:
ATTN: Copyright Infringement
Chirping Central, LLC
460 S. 113th St.
Mesa, AZ 85208 US
According to the DMCA, the written notification of claimed infringement must include:
- Signature of copyright owner or person authorized to act on behalf of the owner;
- Identification of copyrighted work claimed to be infringed;
- Identification of the material claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party (address, phone number and, if available, email address);
- A statement that the complaining party has a good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right allegedly being infringed.
Please be aware that there are substantial penalties for false claims. If a notice of copyright infringement has been wrongly filed against you, you may submit, to the address above, a counter notification that includes:
- A physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of federal district court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which the service provider may be found, and that you will accept service of process from the complainant.
You agree to indemnify and hold harmless Chirping Central and its affiliates, officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys and employees from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly result from your use of the Service or your breach of any terms or representations, warranties, or covenants contained in this Agreement.
9. Disclaimer and Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS ONLY. CHIRPING CENTRAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CHIRPING CENTRAL MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. TO THE EXTENT THAT ANY PART OF THIS SECTION IS NOT CONSISTENT WITH ANY OTHER PART OF THESE TERMS, THEN THIS SECTION WILL CONTROL.
b) Limitation of Liability
YOU AGREE THAT NEITHER CHIRPING CENTRAL NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, ACCOUNT PROVIDERS, SUBCONTRACTORS, LICENSORS, LICENSEES, PARTNERS, CONTRACTORS, CONSULTANTS OR AFFILIATES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, DAMAGES FOR COPYRIGHT VIOLATIONS, AND VIOLATIONS OF ONLINE CONTENT OR OBSCENITY STATUTES, EVEN IF CHIRPING CENTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, OR ANY OTHER MATTER RELATING TO THE SERVICE.
a) Chirping Central may terminate this Agreement and suspend or delete your account if Chirping Central determines you have breached this Agreement or performed or attempted to perform an illegal act, a breach of Chirping Central's security, or a use of the Services in breach of this Agreement.
b) Chirping Central may suspend or delete your account upon termination of this Agreement. Chirping Central is not required to retain any information or Content pertaining to a deleted account.
c) Chirping Central shall not have any liability regarding any decision to terminate this Agreement or suspend or delete your account.
d) You may terminate this Agreement at any time by simply stopping your use of the Services.
e) All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
11. Additional Terms
a) The unenforceability of any provision herein will not affect the enforceability of the remaining provisions.
b) This Agreement shall be governed in all respects by the laws of the United States and the State of Arizona, except for conflict of laws provisions. You and Chirping Central agree that for any dispute, controversy or claim arising out of or in connection with this Agreement, venue and personal jurisdiction shall be in the federal, state or local court with competent jurisdiction located in Maricopa County, Arizona. The prevailing party will be entitled to an award of reasonable attorney's fees.