Last revised on: 18 November, 2023

Welcome to Chisel Labs! These Terms of Service (“Agreement” or “Terms”) are a legally binding agreement between you (the “User,” “you,” or “your”) and Chisel Labs, Inc. (“Chisel Labs,” “the Company”, “we,” “us,” “our”). You acknowledge and agree that your use of the Company’s platform (the “Platform”) through the Company’s website at www.chisellabs.com (the “Website”) and will be governed by this Agreement, our Privacy Policy, and any related terms. If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at info@chisellabs.com. Your use of our Website shall constitute your acceptance of this Agreement and to all of the terms and conditions stated under this Agreement and our Privacy Policy referenced herein.

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “Sign Up” (or similar button or checkbox) that is presented to you.  

PLEASE NOTE THAT IF YOU SIGN UP FOR CHISEL LABS USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO SIGN UP WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” OR “CUSTOMER” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY. These Terms are effective as of the date you first click “Sign Up” (or similar button or checkbox) or use or access Chisel Labs, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “Sign Up” (or similar button or checkbox) at the time you register for Chisel Labs, create a Chisel Labs account, or place an Order Form. 

1. INTRODUCTION TO CHISEL LABS, INC. AND OUR WEBSITE/PLATFORM

Chisel Labs is a B2B SAAS platform that enables Product Management. There are three important aspects of crafting amazing products – building the right product at the right time, aligning the team, and building deep, direct customer connection. Many software tools in the market allow Product Makers to manage their roadmaps. However, they fall short of providing great tools to align your team or building a great customer connection. Chisel Labs was founded to provide a cohesive platform to drive these three aspects of Product management.

 

2. SERVICES:  

Chisel Labs will provide its Services to three types of customers collectively defined as a “Customer”:

1. Free services: Customers who sign up for free on our platform via our Website will have access to the free services available and will hold an Introductory account with all the relevant features as mentioned on our Website.

2. Standard services: Customers who pay a monthly charge as defined on our Website by registering on our platform via our Website, will have access to all the features available to the customers who sign up for free on our platform plus additional features as mentioned on our Website (“Standard Services”).

3. Customized services: Customers who register on our platform via our Website and execute a SAAS Services Agreement with our Company which incorporates customized terms and conditions, will have access to all the standard services plus additional features as defined within the Statement of Work executed between the Customer and our Company.

All the above Customers will be governed by the Terms stated herein. The Customers executing the SAAS Services Agreement with our Company will be bound by the customized terms and conditions defined therein. The services provided to each Customer is collectively defined as “Services”.

3. PROFESSIONAL SERVICES

1. Change Orders. If a Party shall purchase Professional Services, an Order Form executed by the Parties shall include the terms of the Professional Services to be provided to Customer and the applicable Fees and payment terms. Any agreed-upon changes to the provision of Professional Services will be set forth in a writing executed by the Parties (each, a “Change Order”), and will only be binding upon execution of such Change Order. 

2. Chisel Labs Intellectual Property.  Chisel Labs hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive license to access and use the Chisel Labs intellectual property, if any, that is included in a deliverable solely as necessary for Customer to use that deliverable. The foregoing license does not permit Customer to exploit any Chisel Labs intellectual property apart from the specific deliverable in which it is included and contemplated as necessary under this Agreement. 

3. Customer Cooperation. Customer agrees to provide cooperation and assistance to Chisel Labs in the performance of the Professional Services, and Customer will provide, all things necessary for Chisel Labs to perform the Services. Customer is responsible for appointing and overseeing the Customer employees or individuals identified in the statement of work who are responsible for overseeing the performance of the Professional Services. 

4. Chisel Labs Services. The services required by this Agreement shall be performed by Chisel Labs, and Chisel Labs shall be solely responsible for controlling and directing the means, manner, and method by which the services required by this Agreement will be performed by employees or contractors. Chisel Labs may delegate, subcontract, remove or replace any of its personnel or contractors assigned to perform any Services under this Agreement. 

5. Expense Reimbursements. Customer shall reimburse Chisel Labs, upon presentation of proper expense statements, for all authorized, ordinary and necessary out-of-pocket expenses reasonably incurred by Chisel Labs during the term in connection with the performance of the Professional Services pursuant to this Agreement. 

4. SAAS SERVICES AND SUPPORT

   1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account.  Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.

   2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

5. ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use our Website, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Website, or not otherwise prohibited from having an account, (c) are not our competitor, or are not using our Website for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website.

When you access our Website and Platform and use our Services, you agree to allow us to list you as a customer in our sales, marketing materials and on our Website.

6. RESTRICTIONS AND RESPONSIBILITIES

1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 

3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

7. CONFIDENTIALITY; PROPRIETARY RIGHTS

1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  

2. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.     

3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.   

8. PAYMENT OF FEES

1. Fees. Customer will pay Chisel Labs all fees specified in or otherwise incurred pursuant to an Order Form (“Fees”) in accordance with this Section 8 and the applicable Order Form. If Customer adds additional Subscription Services or otherwise upgrades its tier of Subscription Services during a Subscription Term (a “Subscription Upgrade”), any incremental Fees associated with such Subscription Upgrade will be prorated over the remaining period of the then-current Subscription Term and charged to Customer and due and payable in accordance with Section 2(b). In addition, unless otherwise set forth in an Order Form, Customer will be deemed to have executed a Subscription Upgrade with Chisel Labs if its usage of the Subscription Services exceeds the previously purchased usage levels. In any renewal Subscription Term of such Order Form, the Fees will reflect any such Subscription Upgrades. Fees are quoted and payable in United States dollars. Payment obligations are non-cancellable and Fees paid are non-refundable, except as otherwise expressly set forth in this Agreement.

2. Invoices and Payment. By providing a credit card or other payment method accepted by Company (“Payment Method”) for the Services, Customer agrees that Company is authorized to charge to the elected Payment Method all applicable Fees when due, and any other charges Customer may incur in connection with Customer’s use of the Services. For all purchased Services, the Payment Method will be charged on a monthly basis or at the interval indicated in the applicable Order Form.  If Chisel Labs does not collect a Payment Method from Customer at the time of purchase, Chisel Labs will invoice Customer for the charges at the email address on file with Chisel Labs.  Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date.  Unless otherwise specified in an Order Form, Customer will pay all Fees on an annual, prepaid basis. Overdue invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection.

3. Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body arising from Company’s provision of the Services hereunder (collectively, “Taxes”), except any taxes assessed upon Company’s net income. If Chisel Labs is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse Chisel Labs for any amounts paid by Company.

4. Free Trials. If Customer provides billing information when signing up for the Free Trial, Customer will not be charged by Company until the Free Trial has expired.  Upon the expiration of the Free Trial period, unless Customer previously canceled its Services by contacting Company at info@chisellabs.com, Company reserves the right to automatically charge Customer Fees applicable to the type and quantity of Services provided to Customer during the Free Trial, at Company’s then-applicable rates. 

9. TERM AND TERMINATION

1. Terms. Your access to the Services shall commence on the start date specified in the relevant Order Form and continue for the Term specified on such Order Form. At the expiration of each Term, the Term will automatically renew for the same period unless either Party elects not to renew by notifying the other Party in writing at least 30 days before such renewal. We may increase Fees at renewal by providing you with prior written notice of such increase. Any introductory or temporary discount offered in a previous Term is one-time only and does not apply to a renewal Term. For clarity, pricing for a renewal Term will be based on our pricing at the time of the applicable renewal.

1. Termination. You may terminate this Agreement with the Company by providing thirty (30) days prior written notice, with a possible termination charge. We reserve the right to suspend or terminate your account or cease providing you with access to all or part of our Website at any time for any or no reason, if we reasonably believe: (i) you have violated this Agreement or our Privacy Policy, (ii) you create risk or possible legal exposure for the Company, or (iii) the provision of our Website to you is no longer commercially viable. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use our Website. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. The Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement that should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.

10. WARRANTY AND DISCLAIMER

The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

CHISEL LABS, INC. DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER USERS OR THIRD PARTIES VIA OUR WEBSITE, BUT THE COMPANY WILL REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE IN ANY WAY FOR ANY CONTENT CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY OUR USERS, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.   

11. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. INDEMNIFICATION

1. Indemnification by Company. Company will defend and pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the use of the Subscription Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in Company’s sole opinion, or does become the subject of an Infringement Claim, Company may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to customer prepaid unused Fees for the infringing items. Company shall have no liability for any Infringement Claim to the extent arising from (1) Customer’s use or supply to Company of any Customer Property; (2) use of the Subscription Services in combination with any software, hardware, network or system not supplied by Company if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Company); or (4) Customer’s violation of applicable law or third party rights.

2. Indemnification by Customer. Customer will defend and pay Company, its employees, directors and officers (the “Company Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Company Indemnified Party, arising from any Third Party Claim against a Company Indemnified Party (i) alleging that any Customer Property or Customer’s use of the Services beyond the license granted in this Agreement infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party or (ii) arising from Customer’s breach of the Platform Guidelines.

3. Indemnification Conditions. The Parties’ obligations under this Section 12 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 12, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party without the prior express written consent of the indemnified party, which shall not be unreasonably withheld. The rights and remedies set forth in this Section 12 are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third-Party Claim.

13. COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on our Website violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent. 

1. Your physical or electronic signature;

2. Identification of the copyrighted work(s) that you claim to have been infringed;

3. Identification of the material on our Website that you claim is infringing and that you request us to remove;

4. Sufficient information to permit us to locate such material;

5. Your address, telephone number, and email address;

6. A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Chisel Labs’s Copyright Agent to receive DMCA Takedown Notices is Niraj Rajput, at niraj@chisellabs.com and at Chisel Labs, Attn: DMCA Notice, Chisel Labs, Inc., Chisel Labs, 548 Market St, PMB 68053, San Francisco, CA 94022, United States. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Chisel Labs in connection with the written notification and allegation of copyright infringement. 

14. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CHISEL LABS, INC. AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

1. Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Chisel Labs, Inc. agree (a) to waive your and the Company’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website, resolved in a court, and (b) to waive your and the Company’s respective rights to a jury trial. Instead, you and the Company agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).

2. No Class Arbitrations, Class Actions or Representative Actions

You and Chisel Labs, Inc. agree that any Dispute arising out of or related to these Terms of Service or use or access of our Website is personal to you and the Company and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and the Company agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and the Company agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

3. Federal Arbitration Act

You and the Company agree that these Terms of Service affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

4. Notice; Informal Dispute Resolution

You and the Company agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by certified mail or courier to Chisel Labs, Inc., Attn: Praful Chavda, Chisel Labs, 548 Market St, PMB 68053, San Francisco, CA 94022, United States. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this Section, commence an arbitration proceeding.

5. Process

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND CHISEL LBAS, INC. AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR  THE COMPANYWITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND THE COMPANY WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and  the Company agree that  (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.

6. Authority of Arbitrator

As limited by the FAA, these Terms of Service and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Service. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.

The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. You agree that the party that prevails in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. 

7. Rules of AAA

The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Service, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.

8. Severability

If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law. 

9. Opt-Out Right

YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: CHISEL LABS, INC., RE: OPT-OUT, CHISEL LABS, INC., CHISEL LABS, 548 MARKET ST, PMB 68053, SAN FRANCISCO, CA 94022, UNITED STATES. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 14.  

15. MISCELLANEOUS

1. Assignment.  This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

2. Anti-Bribery and Export Compliance. You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.

3. Modification; Waiver. We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our Website by posting a modified version of this page, or by a comparable means within a reasonable time period.  Your continued use of our Website shall constitute your consent to such changes. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

4. Relationship of Parties. The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind the Company to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of the Company. 

5. Governing Law. This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles.  Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 14.

6. Entire Understanding. This Agreement along with our Privacy Policy constitutes the entire agreement between you and Chisel Labs, Inc. and supersedes any prior agreements between you and the Company with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. 

7. Severability; Breach. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. 

8. Notices. Except as explicitly stated otherwise, any notices to the Company shall be given by certified mail, postage prepaid and return receipt requested to Chisel Labs, Inc. at Chisel Labs, Inc., Chisel Labs, 548 Market St, PMB 68053, San Francisco, CA 94022, United States. Any notices to you shall be provided to you through our Website or given to you via the email address or physical address you provide to the Company during the registration process.

9. Force Majeure. In the event either Party is unable to perform its obligations under the terms of this Agreement because of acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control, such Party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. If Chisel Labs is unable to provide the Services for a period of more than thirty (30) days due to the foregoing events, then either Party may terminate the Agreement upon written notice to the other Party.

10. Reseller Agreements. By placing an Order for Chisel Labs’ offerings to resell to a Customer as an authorized partner or reseller (“Reseller”), such Reseller shall be bound by this Agreement. Subject to all of the terms and conditions of this Agreement, Chisel Labs grants to Reseller a one-time, non-exclusive right to resell subscriptions directly to Customers for the Customer’s own use pursuant to this Agreement and any such order form placed by Reseller with Chisel Labs (“Reseller Order”) Chisel Labs may suspend Reseller’s participation as a Reseller for breach of this Agreement or may terminate Customer’s rights to access and use the Services if the Customer breaches this Agreement. Except for an Order executed by Chisel Labs, no purchase order or ordering documents which purports to modify or supplement this Agreement will add to or vary the terms of this Agreement.