Last Revised: August 18, 2025
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, THESE TERMS REQUIRE YOU TO ARBITRATE DISPUTES WITH US RATHER THAN RESOLVE DISPUTES THROUGH A JUDGE OR JURY TRIAL, OR ANY COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. BY ACCESSING OR USING THE PLATFORM, YOU HEREBY WAIVE ANY AND ALL RIGHTS TO INITIATE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR REPRESENTATIVE ACTION WITH RESPECT TO ANY DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM. PLEASE READ CAREFULLY.
PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This Universal Terms of Service Agreement ("Terms"), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, govern your access to, use of, and participation in the Platform made available by Chel, Inc. or any of its subsidiaries (collectively, "Chel," "we," "our," or "us") or through Chel and the entirety of your relationship with Chel. YOU UNDERSTAND AND AUTHORIZE CHEL TO USE YOUR INFORMATION TO OBTAIN BACKGROUND CHECKS AND BUSINESS CREDIT CHECKS FROM OUR VENDORS AND/OR VERIFY YOUR IDENTITY THROUGHOUT YOUR USE OF THE SERVICE IN ACCORDANCE WITH APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO THE FAIR CREDIT REPORTING ACT (“FCRA”).
THESE TERMS, OUR PRIVACY POLICY, AND ALL OTHER DOCUMENTS REFERENCED HEREIN GOVERN THE RELATIONSHIP BETWEEN YOU, THE USER OF THE PLATFORM, AND CHEL. YOU HEREBY AGREE THAT THE AGREEMENT FORMED BY THESE TERMS IS EQUIVALENT TO ANY WRITTEN, NEGOTIATED AGREEMENT SIGNED BY YOU. PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY ACCESSING OR OTHERWISE USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.
All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity or other individual, you represent and warrant that you have the authority to bind that entity or individual, and to perform and otherwise undertake all of your obligations hereunder. Your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein will refer to that entity, its directors, officers, employees, and agents.
This Agreement is entered into by and between Chel and you and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”). Services include, but are not limited to, a platform that connects customers seeking contractors for services such as lawn mowing, plumbing, electrical work, and similar home services, enabling reviews, bookings, payments, and related features. Any agreements, arrangements and/or additional policies that apply to certain Services ("Services Agreements") are in addition to (not in lieu of) this Agreement. In the event of a conflict between the provisions of a Services Agreements and the provisions of this Agreement, the provisions of the applicable Services Agreement shall control.
The terms “we”, “us” or “our” shall refer to Chel. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Site or the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Chel reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. Chel will notify you of changes by posting the updated Terms on the Platform and may also, in our sole discretion, notify you by sending you a message and/or otherwise notifying you when you are logged into your account. Modifications will become effective 30 days after the earliest of: (a) modifications being posted on the Platform; (b) Chel's transmission of a message to you about the modifications (which may be made via a notice or communication on the Platform itself); or (c) you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the 30 days will constitute your consent to the changes. If you do not agree, you may not access or use the Platform. Be sure to return to the Platform and this webpage periodically to ensure you are familiar with the most current version of these Terms. YOUR CONTINUED USE OF OR ACCESS TO THE PLATFORM AFTER SUCH EFFECTIVE DATE OF ANY SUCH MODIFICATION OR AMENDMENT INDICATES YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS.
Chel may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Chel may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account (“Account”) information current. Chel assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, Chel may terminate Your use of Services for any violation or breach of any of the terms of this Agreement by You. Chel RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.
Chel reserves the right at any time and with or without notice to you, to change (i) the Platform, including, without limitation, eliminating, supplementing, modifying, adding, or discontinuing any content, feature, data, or service on or available through the Platform, or the hours during which they are available; and (ii) the prices and Fees (if any) for access to or use of the Platform or any component thereof. We will not be liable to you or any third-party for any modification, price change, suspension, or discontinuance of the Platform, or any component or services on the Platform. We reserve the right to limit the availability of the Platform, Content, or Pro Services offered thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion.
Please review Chel's Privacy Policy, incorporated herein by reference, for information and notices concerning Chel's collection and use of your information. The provision and delivery of text messages by Chel or our text message service providers is governed by our SMS Terms and Conditions, which are expressly incorporated herein. The “Chel Guarantee” is governed by the Chel Guarantee Terms and Conditions, which are expressly incorporated herein. Please review the full set of key Chel policies that govern your use of the Platform and our interactions with you and third-parties, which are expressly incorporated herein. Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter takes precedence with respect to your use of that area or product.
"Collective Content" means User Content and Chel Content together.
"Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Pro Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.
"Consumer" means a User who is registered to search for Service Professionals on the Platform, seeks Pro Services from Service Professionals on the Platform, makes a booking with a Service Professional to purchase a Pro Service (or receive a quote in contemplation thereof), is registered for or undergoes a home specialist consultation or similar service with respect to their home, utilizes a Chel plan to track maintenance on a home, is a Chel Plus member, agrees to these Terms, or otherwise uses the Platform, including, without limitation, receive, pay for, review, or facilitate the receipt of Pro Services. Because a Consumer may be, or may become, a customer of a Service Professional, a Consumer is often referred to as a “customer” or a “Customer” on the Platform and in marketing materials related to the Platform. Please note that, for purposes of these Terms, “Consumer” includes, without limitation, any individual or agent you authorize to use your Account on your behalf.
"Fee" means any amount charged by Chel to a User in connection with the Platform.
“Feedback” means any feedback, comments, questions, or suggestions provided by a User concerning Chel or our services, including our Platform.
"Platform" means all Chel websites, mobile or other applications, software, processes, video consultations, subscription services, and any other services provided by or through Chel.
“Privacy Policy” means the Chel Privacy Policy located at Privacy Policy, including any amendments, supplements or modifications thereto made from time to time.
"Pro Services" means the services listed, quoted, scheduled, offered, fulfilled or provided by Service Professionals, or sought, scheduled, paid for, or received by Consumers, through the Platform.
"Service Professional" means a User who uses, or is registered to use, the Platform to offer, provide, receive payment for, or facilitate the provision of Pro Services. Service Professionals are often referred to as “pros” on the Platform.
"Chel Content" means all Content Chel makes available on or through the Platform, including any Content licensed from a third-party, but excluding User Content.
"User" means a person or entity who completes Chel's account registration process, agrees to these Terms, utilizes any services offered by or through the Platform, or a person or entity who submits or receives a request through Chel, including but not limited to Service Professionals and Consumers.
"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User or other user of the Platform, including but not limited to photographs, voice or audio recordings, videos, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding Chel Content and Feedback.
This Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and/or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Chel finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Chel shall not be liable for any loss or damage resulting from Chel’s reliance on any instruction, notice, document or communication reasonably believed by Chel to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Chel reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
By registering or using the Platform to offer, post, or provide Pro Services, Service Professionals represent and warrant that they, and the employees, agents, suppliers contractors, and subcontractors who may perform work for them, (i) are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Pro Services and in relation to the specific job they are performing; (ii) comply and will continue to comply with all applicable laws, including, without limitation, applicable privacy and marketing laws, in their use of the Platform and any personal information obtained from the Platform; (iii) will perform the Pro Service as outlined in their agreement with the Consumer and work to remedy any material deviations from such contract; and (iv) will perform the Pro Services in a professional, workmanlike manner in accordance with industry standards and in accordance with these Terms.
Chel does not sell or otherwise provide Pro Services. Chel may directly provide home project consultations and related on-Platform services to Consumers, but any Pro Services solicited as a result of any such consultations or on-Platform services are provided by an independent Service Professional without any representation, warranty, guarantee, or endorsement from Chel other than as expressly provided for herein. Chel also facilitates Pro Service transactions, which facilitation may include displaying a list of Service Professionals profiles, allowing Consumers and Service Professionals to send messages to each other, allowing for the booking of an appointment for the provision of Pro Services, assisting in the selection of a Service Professional for certain Consumers, and processing payment for certain Pro Services. Consumers understand that any such facilitation does not constitute a warranty, guarantee, or endorsement in relation to the Pro Services. Without limiting the foregoing, we make no representation—and you acknowledge that we make no representation—that the Platform, or Pro Services available through the Platform, are appropriate or available for use in all locations. Those who choose to access the Platform and Pro Services therein do so of their own initiative and at their own risk and are responsible for compliance with applicable federal, state and other local laws. Service Professionals understand and agree that using the Platform does not guarantee that anyone will engage them for Pro Services. Consumers understand that any Pro Services they solicit and/or pay for using the Platform are solicited directly from the Service Professional providing such Pro Services.
Service Professionals understand and agree that they are customers of Chel, and are not Chel employees, contractors, consultants, joint venturers, partners, or agents. Service Professionals acknowledge that they provide their own equipment, select their own jobs, develop their own expertise, are free to do jobs through other platforms and lead sources, and determine their own work schedule. Chel does not control, and has no right to control, the services a Service Professional provides (including the details of how the Service Professional provides such services) if the Service Professional is engaged by a Consumer or any other person, except as specifically noted herein or on the Platform.
Chel, as permitted by applicable laws, obtains reports regarding Service Professionals, which may include history of criminal convictions or sex offender registration, and we may limit, block, suspend, deactivate, or cancel a Service Professional's account based on the results of such a report, with or without notice. As a Service Professional, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports from Chel's vendors. Please see our Privacy Policy for more information. Service Professionals agree to inform Chel of any material criminal convictions that occur after any such reports are run.
Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you meet these requirements. Chel, at all times, strives to maintain compliance with all laws applicable to its performance under these Terms and its provision of the Platform. Chel also uses its best efforts to stay up to date on updates to those applicable laws.
Users may access the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account ("Account"). To access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to Chel that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Chel has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Chel reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, Payment Method(s) (as defined below), and shopper PIN. For security purposes, Chel recommends that you change your password and shopper PIN at least once every six (6) months for each Account. You must notify Chel immediately of any breach of security or unauthorized use of your Account. Chel will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Chel or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
You may register for an Account using certain third-party account and log-in credentials (your "Third-Party Site Password"), such as your Facebook or Google credentials. Please note that your Third-Party Site Password may be subject to such third-party's terms and conditions and privacy policy. We do not control any such third-party's use of your Third-Party Site Password or their use of your information. You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Chel password and, if applicable, your Third-Party Site Password. You are solely responsible for all activity that occurs on your Account, and you will notify Chel immediately of any unauthorized use. Chel is not liable for any losses by any party caused by any unauthorized use of your Account. You are liable for the losses of Chel or others due to any unauthorized use of your Account related to your failure to comply with these Terms. Your Account is non-transferable except with Chel's written permission and in accordance with Chel policies and procedures (as may be provided and updated from time to time).
Please note that if you provide any personal information to a third party or direct us to share your personal information with a third party, such third party's use of your personal information is subject to such third-party's terms and conditions and privacy policy. You hereby acknowledge that we are not liable for any such third party's use of your personal information.
Subject to your compliance with these Terms, Chel grants you a limited, non-exclusive, revocable, non-transferable, non-assignable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you as is. The Platform and Collective Content are only for personal or internal business use. You may not use the Platform or Collective Content in any way that is unlawful, that violates these Terms of Use, or that harms us or any other person or entity. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise regarding any intellectual property rights owned or controlled by Chel or our licensors, except for the licenses and rights expressly granted in these Terms.
You acknowledge and agree that:
Your use of this Site and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services and all applicable local, state, national and international laws, rules and regulations.
You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
You will not use this Site or the Services in a manner (as determined by Chel in its sole and absolute discretion) that:
You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
You will not copy or distribute in any medium any part of this Site or the Services, except where expressly authorized by Chel.
You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
You will not access Chel Content (as defined below) or User Content through any technology or means other than through this Site itself, or as Chel may designate.
You agree to back-up all of your User Content so that you can access and use it when needed. Chel does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
You will not re-sell or provide the Services for a commercial purpose, including any of Chel's related technologies, without Chel's express prior written consent.
You will not circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Chel Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Chel Content or the User Content therein.
You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
You are aware that Chel may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Chel asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Chel is a party. Further, by providing your telephone or mobile number, you consent to receive marketing telephone calls from or on behalf of Chel that may be initiated by an automatic telephone dialing system and/or use an artificial or prerecorded voice. You understand that providing consent is not a condition of purchasing any good or service from Chel. Similarly, by providing your mobile number, you consent to receive marketing text messages from or on behalf of Chel that may be sent by an automatic telephone dialing system. You understand that providing consent is not a condition of purchasing any good or service from Chel. Message and data rates may apply.
Without limiting any of the rights set forth elsewhere in this Agreement, Chel expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any Chel policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by Chel in its sole and absolute discretion).
If your purchase or account activity shows signs of fraud, abuse or suspicious activity, Chel may cancel any service associated with your name, email address or account and close any associated Chel accounts. If Chel, in its sole discretion, determines that any conducted activity is fraudulent, Chel reserves the right to take any necessary legal action and you may be liable for monetary losses to Chel including litigation costs and damages. To contest cancellation of Services or freezing or closure of an account, please contact Chel Care.
You may not, and represent and warrant that you will not:
Chel may process personally identifiable information (“PII”) about you, your customers, and/or any individual using any services provided to you under this Agreement. To the extent Chel processes PII for its purposes in providing the Services, Chel acts as the Data Controller and Chel’s Global Privacy Notice applies to such processing. To the extent Chel processes PII on your behalf as part of the Services, Chel acts as the Data Processor and the Data Processing Addendum applicable to the Services applies to such processing.
Some of the features of this Site or the Services may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice via forum posts, content submitted in connection with a contest, product reviews or recommendations, or photos to be incorporated into a social media event or activity (“User Submissions”), (b) literary, artistic, musical, or other content, including but not limited to photos and videos, or (c) other information about their business or customers (together with User Submissions, (“User Content”). All content submitted through your Account or processed on your behalf is considered User Content.
You must not post any User Content that is not compatible with or violates this Agreement (including without limitation this Section 11 and Sections 9 and 17 of this Agreement) or any applicable local, state, national and international laws, rules and regulations (“Prohibited Content”)
By posting, publishing, or processing User Content to this Site or to or via the Services, you represent and warrant to Chel that (i) you have all necessary rights to process and distribute User Content via this Site or via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, (ii) the User Content does not contain any Prohibited Content and does not violate the rights of any third party. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.
User Submissions. You acknowledge and agree that your User Submissions are entirely voluntary, do not establish a confidential relationship or obligate Chel to treat your User Submissions as confidential or secret, that Chel has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions, and that Chel may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.
Chel shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
User Content Other Than User Submissions. By posting or publishing User Content to this Site or through the Services, you authorize Chel to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site, this Agreement, and any Services Agreements applicable to the User Content. You hereby grant Chel a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the Services and Chel's (and Chel’s affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that Chel may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. You also understand and agree that Chel may retain and use any User Content that has been incorporated into any derivative works as allowed pursuant to any Services Agreements. Notwithstanding anything to the contrary contained herein, Chel shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting this Site or Chel’s (or Chel’s affiliates’) business(es). You shall retain all of your ownership or licensed rights in User Content.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. The contents of private messaging through the Platform will not be used by Chel in public advertising. By making available any User Content on or through the Platform, you hereby grant to Chel a worldwide, irrevocable, perpetual, non-exclusive, transferable, assignable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise utilize such User Content on, through, by means of or to promote, market or advertise the Platform or Pro Services, or for any other purpose in our sole discretion and in accordance with applicable law. In the interest of clarity, the license granted to Chel will survive termination or expiration of these Terms, the Platform, or your Account. Chel does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.
You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Chel the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Chel's use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third-party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While Chel has no obligation to do so, you agree that Chel may edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.
Chel reserves the right, at any time and without prior notice, but is under no obligation, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable, in violation of these Terms or otherwise harmful to the Platform or Users, or for any other reason in our sole and absolute discretion.
If you believe that any User Content infringes any copyright that you own or control, please see our Copyright & DMCA Policy for more information.
Chel Data. For the avoidance of doubt, User Content does not include “Chel Data,” which means (a) all information relating to Chel’s business and delivery of the Services, including but not limited to PII concerning You and (where applicable) your employees or representatives, (b) other data concerning or relating to Your account, transaction history, use of the Services and identity verification, and (c) subject to any restrictions under any applicable Data Protection Laws, any PII that has been aggregated, pseudonymized, or anonymized (collectively, “De-identified”) pursuant to the terms of any Services Agreement. You acknowledge and agree that you have no rights to Chel Data under this or any Services Agreement.
Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
In the event you are provided with a product credit (“Credit”), whether for redemption of the purchase of a specific product or for free with the purchase of another product (“Purchased Product”), you acknowledge and agree that such Credit is only valid for one (1) year and is only available with a valid purchase and may be terminated in the event the product purchased is deleted, cancelled, transferred or not renewed. The Credit will expire one (1) year from date of purchase of the Purchased Product if the Credit has not been redeemed. In the event that the Credit is redeemed, after the initial subscription period, the product will automatically renew at the then-current renewal price until cancelled. If you wish to cancel the automatic renewal of the product, you may do so by visiting your Account or by contacting customer service. For Credits issued for free with another Purchased Product, you acknowledge and agree that we may swap your Credit for a similar product, in our sole discretion.
When using this Site and/or any Service, you will not provide, post, publish, share or otherwise make available or accessible any Prohibited Content.
Chel generally does not pre-screen User Content. However, and subject to applicable laws, Chel reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. By way of example, Chel may for instance voluntarily screen or pre-screen material for potential child sexual abuse material and act against any such material.
Chel may remove any item of User Content and/or suspend or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any Prohibited Content, or for otherwise violating this Agreement (as determined by Chel in its sole and absolute discretion), at any time and without prior notice. Chel may also suspend or terminate a User’s access to this Site or the Services found at this Site if Chel has reason to believe the User is a repeat offender.
If Chel terminates your access to this Site or the Services found at this Site, Chel may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
Chel also reserves the right, but undertakes no duty, to review use of the Services and account activity for any activity that may pose a risk to Chel and/or Chel’s systems. Chel also may review, adjust the configurations of, and/or change the settings of any Services that Chel believes, in its sole and absolute discretion, may pose a risk to Chel, Chel’s systems, or any of its environments.
15.1 This Section 15 applies as from February 17, 2024, which is the date of entry into effect of the EU Digital Services Act.
This Section 15 sets out provisions, processes and disclosures that supplement the rest of this Agreement, as required under the DSA, which regulates the provision of certain digital intermediary services provided in the European Union (“EU”) and notably sets out rules on the role of providers and imposes content moderation requirements and transparency obligations. These provisions only apply to you if you are in the EU and / or if you are using the Site or Services falling within the scope of the DSA. In the event of any conflict between the terms set out in this Section 15 and the other provisions of this Agreement, the terms of Section 15 shall prevail.
15.2 Rules of conduct. Users are prohibited from providing, publishing or transmitting Prohibited Content on this Site or in their use of the Services specifically including any User Content that is incompatible with or violates any applicable laws in the EU or any EU country.
15.3 Content moderation overview. Chel may voluntarily take action against any Prohibited Content, in accordance with Section 14 above. In addition, Chel may receive notices through the Notice and Action Mechanism (described below) and orders from EU authorities reporting the presence of alleged illegal content on (or transmitted through) this Site or any Service. Chel will process these orders and notices, and take action based on the information provided. These actions may entail the restrictions mentioned in Section 15.5 below, or any other restrictions required by the relevant authority.
15.4 Notifying alleged illegal content – Notice and Action Mechanism. You may report to Chel the presence, on this Site or on any Service, of content that you consider to be illegal in the EU or any EU country through the mechanism accessible in our Support Center (“Notice and Action Mechanism”). Depending on the nature of the Service concerned by the notice, the way Chel processes and addresses such notice may differ.
15.5 Restrictions. Chel may, at any time and in some cases, without prior notice, remove any Prohibited Content provided on (or through) this Site or any Service or suspend or terminate access to a whole Service. In addition, with respect to “repeat offenders”, namely users frequently providing manifestly Prohibited Content, Chel may suspend or terminate their access to this Site or to the Services found at this Site. Chel will generally issue a prior warning before any suspension, other than in exceptional cases, or where Chel is otherwise legally required to take immediate action. When deciding on and applying such restrictions, Chel will act in a timely, diligent, non-arbitrary, objective and proportionate manner.
15.6 Unfounded Notices. If any user frequently provides manifestly unfounded notices through the Notice and Action Mechanism, Chel may suspend the processing of its notices. Chel will generally issue a prior warning before any suspension, save for exceptional cases (as determined by Chel in its reasonable discretion) or where Chel is legally required to take immediate action.
15.7 Measures and tools for review. Notices and orders are generally subject to human review. Chel may also use a machine learning model that helps process certain claims. Actions taken in response to notices and/or orders which relate to the provision of content by users of the Service or visitors of the Site, if any, are generally subject to human review.
15.8 Right to terminate the use of the Services. You have the right to terminate the use of the Services in accordance with Sections 9 and 15 of this Agreement.
15.9 Content Moderation Decisions.
This Section may apply to you if:
(a “Content Moderation Decision”).
If you disagree with a Content Moderation Decision, you may lodge a complaint against it with Chel. The complaint must be lodged within six (6) months from the date on which you are informed of the Content Moderation Decision. To lodge your complaint, you will need to respond to the email informing you of the Content Moderation Decision and provide any additional context or information for Chel to reassess the Content Moderation Decision. Chel will review your complaint and respond through its internal complaint-handling system (the “Internal Complaint-Handling System”).
If a user frequently provides manifestly unfounded complaints through the Internal Complaint-Handling System, Chel may suspend the processing of its complaints, after a prior warning.
If you disagree with a Content Moderation Decision and/or the outcome of the Internal Complaint-Handling System, you may also engage with any out-of-court dispute settlement body certified by the relevant EU authority. For your information, decisions taken by these bodies are not binding. Also, Chel may refuse to engage in such a procedure if the issue has already been resolved concerning the same content and the same grounds. The list of these certified bodies (if any) is expected to be published by the EU Commission shortly. We will update the terms of this Agreement once the relevant information becomes available.
In any case, you may also initiate judicial proceedings before a competent court, according to the applicable law, at any stage.
15.10 For the purposes of Sections 15.6 and 15.9, “frequently” means the submission of 2 or more unfounded notices or complaints (as relevant) over a period of 12 months. For the purposes of Sections 15.5, 15.6 and 15.9, when determining whether a specific behavior requires such a suspension or termination and the duration of the suspension or termination, Chel takes into account the relevant facts and circumstances, which may include such things as the volume of manifestly unfounded notices or complaints submitted within the period referred to above, the seriousness and/or the impact of the behavior. A notice may for instance be considered as manifestly unfounded if it is evident that it does not relate to alleged illegal content and instead refers solely to personal and/or subjective considerations. Specifically as regards the provision of illegal content, these criteria also include the volume of illegal content provided, the extent of its impact and/or the gravity of the behavior (e.g., as regards the nature of the content concerned and its consequences) and the frequency of the behavior.
15.11 Search Engine: Recommender Systems Disclosure.
Our Site and certain of our Services include a search engine that enables you to search for contractors based on your query, account search history, and location.
The search engine generates a list of results based on generic matching between the keywords or character sequences searched and the contractors available. If the exact contractor you searched for is unavailable, the search engine will display results for contractors that match your keywords and characters, potentially including alternative locations, which may take into account your location. For example, if you are located in California, the search engine may prioritize local contractors in order to present you more tailored results. Additionally, the search may feature partnerships labeled “Promoted” in the search results.
The keywords or sequences of characters that you searched are the most significant parameters used to determine the results, whereas search history and location are secondary parameters used to further refine the list of results. As currently designed, the search engine does not allow you to change these parameters.
15.12 DSA Point of Contact.
If you have any questions or queries about this Section 15 or any other DSA-related matters, you can contact us by email at dsainquiries@chel.com.
16.1. This Section 16 sets out provisions, processes and disclosures that supplement the rest of this Agreement, as required under the OSA, which prohibits the uploading, sharing or making available of illegal or harmful content online in the UK. These provisions only apply to you if you are a UK User and you are using the Site or Services falling within the scope of the OSA. In the event of any conflict between the terms set out in this Section 16 and the other provisions of this Agreement, the terms of Section 16 shall prevail.
16.2 Rules of conduct. UK Users are prohibited from using, providing, publishing or transmitting Prohibited Content on this Site or in their use of the Services (specifically including any User Content that is incompatible with or violates the OSA). Further details regarding Prohibited Content and how Chel implements measures to protect UK Users from accessing Prohibited Content can be found in its OSA Policy which can be found here: Chel OSA Policy.
16.3 Content moderation overview. Chel may take action against any UK User Content, in accordance with Section 14 above. In addition, Chel may receive notices through its OSA Reporting and Complaints Procedure (as described below), or regulatory orders requiring the suspension or termination of Services or User Content in breach of the OSA. Chel will review, and may take action in accordance with its obligations under the OSA. These actions may entail the restrictions mentioned in this Section 16 below, or any other restrictions in accordance with this Agreement.
16.4 Notifying alleged illegal content and complaints. You may report to Chel the presence on this Site of content that you consider to be illegal or prohibited under the OSA, or raise a complaint in relation to Chel’s compliance with the OSA, through the mechanism accessible on our Support Center. Chel’s processing and address of such complaints is dependent on the nature of the content concerned by the complaint.
16.5 Restrictions. Chel may at any time, and without any liability or right to provide compensation, and in some cases without prior notice, remove any Prohibited Content provided on (or through) this Site or any Service, or suspend or terminate a Service, where required under the OSA or any regulatory orders, or where a User is otherwise in breach of this Agreement.
16.6 Rights. Under the OSA, UK Users may have the right to bring a claim for breach of contract under this Agreement if: (a) regulated user-generated content which the UK User generates, uploads or shares is taken down, or access to it is restricted, by Chel in breach of this Agreement, or (b) a UK User is suspended or banned from using the Services in breach of this Agreement. If a UK User considers that Chel has breached this Section 16.6, then the UK User may make a complaint via the procedure outlined in Section 16.4.
16.7 OSA Point of Contact. If you have any questions or queries about this Section 16 or any other OSA-related matters, you can contact us by email at osainquiries@chel.com.
Chel reserves the right to cease offering or providing any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services at any time, for any or no reason, and without prior notice. Although Chel makes great effort to maximize the lifespan of all its Services and features, functionalities, or aspects of the Services, there are times when a Service or specific feature, functionality, or aspect of a Service that we offer will be discontinued or reach its End-of-Life ("EOL"). If that is the case, those Services, or the specific feature, functionality, or aspect of that Service, will no longer be supported by Chel, in any way, effective on the EOL date.
Notice and Migration. In the event that any Service we offer has reached or will reach EOL, we will attempt to notify you thirty or more days in advance of the EOL date. It is your responsibility to take all necessary steps to replace the Service by migrating to a new Service before the EOL date, or by entirely ceasing reliance on said Service before the EOL date. In either case, Chel will either offer a comparable Service for you to migrate to for the remainder of the term of your purchase, a prorated in-store credit, or a prorated refund, to be determined by Chel in its sole and absolute discretion. Chel may, with or without notice to you, migrate you to the most up-to-date version of the Service, if available. You agree to take full responsibility for any and all loss or damage arising from any such migration. In the event that a feature, functionality, or aspect of any Service we offer has reached or will reach EOL, then we will attempt to notify you thirty or more days in advance of the EOL date. However, if the Service maintains a least reasonably equivalent functionality without such feature, functionality, or aspect, as determined by Chel in its sole and absolute discretion, Chel will not be required to offer a comparable feature or functionality for the Service or a refund.
No Liability. Chel will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services we may offer, provide or facilitate access to.
From time to time, Chel may offer new Services (limited preview services or new features to existing Services) in a pre-release version. New Services, new features to existing Services or limited preview services shall be known, individually and collectively, as “Beta Services”. If you elect to use any Beta Services, then your use of the Beta Services is subject to the following terms and conditions: (i) You acknowledge and agree that the Beta Services are pre-release versions and may not work properly; (ii) You acknowledge and agree that your use of the Beta Services may expose you to unusual risks of operational failures; (iii) The Beta Services are provided as-is, so we do not recommend using them in production or mission critical environments; (iv) Chel reserves the right to modify, change, or discontinue any aspect of the Beta Services at any time; (v) Commercially released versions of the Beta Services may change substantially, and programs that use or run with the Beta Services may not work with the commercially released versions or subsequent releases; (vi) Chel may limit availability of customer service support time dedicated to support of the Beta Services; (vii) You acknowledge and agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience; (viii) You acknowledge and agree that Chel may track your browsing behavior, links clicked, items purchased, your device type, and to collect various data, including analytics, about how you use and interact with our Beta Services; (ix) You acknowledge and agree that all information regarding your use of the Beta Services, including your experience with and opinions regarding the Beta Services, is confidential, and may not be disclosed to a third party or used for any purpose other than providing feedback to Chel; (x) The Beta Services are provided “as is”, “as available”, and “with all faults”.
You acknowledge and agree that we may use your feedback for any purpose, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your use of the Beta Services shall be owned exclusively by Chel. To the fullest extent permitted by law, Chel disclaims any and all warranties, statutory, express or implied, with respect to the Beta Services including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
You agree that your Payment Method may be charged by one of our affiliated entities. If, during your purchase, your payment was identified as being processed in the United States, your transaction will be processed by Chel, Inc. If your payment was identified as being processed in a country or region that is not listed above, your transaction may be processed by an entity within the disclosed country that is affiliated with our local payment service provider, and subject to the provisions of our Privacy Policy.
In connection with the use of Chel's Platform, Chel charges Fees, which may change or be updated by Chel from time to time in Chel's sole and absolute discretion.
Service Professionals can pay Fees to Chel in order to receive certain services on the Platform, including but not limited to receiving contacts, bookings or payments from Consumers or other individuals. If you are a Service Professional, Chel may automatically charge your stored payment method when Consumers or other individuals contact or make a booking with you concerning a Pro Service that Chel has basis (e.g., through their actions or preferences set on the platform) to believe you perform. These charges may be disputed in adherence to our Refund Policy.
Chel may also charge other types of Fees that you have previously agreed to (for example, cancellation fees or fees for services such as Front Desk) to your stored payment method or as deduction from your Chel balance. Fees may also be deducted from the total amount a Consumer pays for a particular Pro Service. In order to use Chel, you must have at least one valid payment method stored on file and the storage of such payment method is subject to our Stored Payment Terms and Conditions. As described more fully below, you may also be required to set a spending limit or Budget (as defined below). Except as otherwise expressly described herein or in our Refund Policy, all sales on the Chel Platform and Fees paid by you to Chel are final and non-refundable.
Budget for Service Professionals. As a Service Professional, Chel may require you to set one or more spending limits (“Budgets”) for how much you are willing to spend on certain Fees over a specific period (“Budget Period”). The types of leads or other Fees that count against your Budget will be disclosed to you at the time you set your Budget. You understand that Chel may charge your stored payment method in excess of your Budgets if such charges relate to Fees not covered by your Budget (including for “opportunities” contacts or for commission-based Fees), or if you otherwise give Chel permission to do so. You will not be charged the Budget amount upfront or automatically - your Budget is not a subscription. Rather, you will be charged Fees (as further described below) and the types of Fees covered by a Budget will not exceed your specified Budget without your permission. While Chel may provide an estimate for the number of Consumers who may contact you if you set a particular Budget for a particular Budget Period, or if you otherwise set a certain spending preference, you acknowledge and agree that any such estimate is not a guarantee, represent or warrant, that Chel does not and cannot control any Consumer or other individual's interest in contacting or hiring you, and that actual results will vary.
We will identify the length of the Budget Period when you set your Budget. The length of the Budget Period will not change within a given Budget Period but may be changed for subsequent Budget Periods. If a Budget Period length changes, you can adjust your Budget. If you do not do so, Chel will automatically pro-rate your then-current Budget to the length of the new period. For example, if you indicate you are willing to spend $100 for a one-week Budget Period, the Budget Period shifts to two weeks, and you do not make changes manually, your Budget will automatically be adjusted to $200 for the two-week Budget Period. You can change your Budget for a Budget Period at any time, including in the middle of a Budget Period, subject to the terms of this paragraph and what you have already spent or incurred. Chel may limit the number of times you can change your Budget during a given Budget Period in its sole and absolute discretion. If you do not change your Budget in advance of a subsequent Budget Period, your Budget from the then-current Budget Period will automatically be used for that subsequent Budget Period, subject to the foregoing.
Timing of Charges for Service Professionals on Chel. As a Service Professional using Chel, there are different points at which your payment method may be charged:
If You Lack Sufficient Purchasing History on Chel
If you are new to Chel or do not have a sufficient purchasing history on the Platform as determined in Chel's sole and absolute discretion, your payment method may be charged each time you are contacted or booked by a Consumer or other individual and you do not have an adequate Chel balance to cover the cost of that contact.
If You Have a Sufficient Purchasing History On Chel
Once Chel determines, in our sole and absolute discretion, that you have sufficient purchasing history on Chel, Chel may charge your payment method periodically for the total Fees accrued when Consumers or other individuals contact you. Specifically, Chel may charge your payment method each time (a) a specific time period has passed; and/or (b) within that time period, each time the total Fees accrued hit a certain dollar threshold. The frequency of charges may not match the Budget Period described above. Chel may adjust both the specific time period and the dollar threshold that trigger charges in our sole and absolute discretion. Chel may also, in our sole and absolute discretion, revert to charging your payment method each time you are contacted by a Consumer or other individual.
Chel may offer certain services or features with payment timing that differs from, or is not applicable to, the above. Please be sure to read any additional terms and conditions that may apply to such services or features.
Default Payment Method. For ordinary charges, Chel will first attempt to charge the Service Professional's default payment method. In the event that Chel is unable to charge that payment method for any reason--including but not limited to exceeding a payment method's credit limit, payment method cancellation, a payment method being out of date, or payment method details being incorrect--you agree that Chel may charge any other payment method associated with your account and take any other action to collect payment from you. If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption to the Pro Services. If Chel is unable to charge the default payment method, Chel may attempt to charge any other payment methods associated with your Account in any order.
Prepaid Packages. Chel may from time to time provide Service Professionals the opportunity to purchase from Chel a package of prepaid lead generation fee credits (“Credits”). Prepaid Packages may only be used toward the payment of Fees, other than penalty Fees (as described below). All sales of Prepaid Packages are final. Any unused portion of a Prepaid Package is not refundable and is not redeemable for cash. Prepaid Packages do not expire and may be redeemed by a Service Professional for as long as you have an active Account that is in good standing, as determined by Chel in its sole discretion. If Fees paid with a Prepaid Package credit are subject to refund in accordance with our Refund Policy, you will receive the refund in the form of additional Prepaid Package credits. You agree that all unused credits in a Prepaid Package will no longer be redeemable if your Account is closed by you or Chel for any reason. Any credits provided to you as part of a Promotion (defined below) shall be redeemed for a purchase in proportion to the amount of unused credits you may have remaining in a Prepaid Package.
Penalty Fees for All Users. Chel may also charge penalty Fees for fraud, misconduct, late payment or other violations of these Terms, as determined in our sole discretion. Information about current penalty Fees is available in the help center.
In addition, Chel may charge certain penalty Fees disclosed directly in the Platform, including cancellation Fees.
You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account. Charges will be made to the payment method designated at the time you accrue a Fee. If you do not pay on time or if Chel cannot charge a payment method for any reason, Chel reserves all rights permissible under law to recover payment plus all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. If any Fee is not paid in a timely manner, or we are unable to process your transaction using the payment method provided, we reserve the right to terminate or suspend your Account.
You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. You agree to keep your contact information current, including but not limited to your email address and phone number. Such communication may be made by Chel or by anyone on our behalf, including but not limited to a third-party collection agent.
If we cancel your Account for violation of these Terms or if you cancel your Account at any time, your funds will automatically expire and you will not receive any refund of any amounts that may be owned to you by Chel, and you will no longer be able to redeem any unused credits, including those credits from a Prepaid Package or from a Promotion, as applicable. If you have a balance due on your Account, you agree that Chel may charge such unpaid Fees to your default payment method, or if that payment method fails, any back-up payment method saved to your Account, or otherwise bill you for such unpaid Fees.
Taxes. Payments required by these Terms may be stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Certain jurisdictions, however, may require us to collect Taxes from you in connection with the purchase of, payment for, access to, facilitation of or use of the Pro Services, and you will be responsible for and bear Taxes associated with the purchase of, payment for, access to, or use of the Pro Services. Charges are inclusive of applicable Taxes where required by law. You hereby confirm that Chel can determine your appropriate jurisdiction for tax purposes however it deems appropriate or as required by law, and you agree to pay taxes to Chel when Chel includes a charge for taxes on any invoice. You also understand and agree that you are solely responsible for determining your own tax reporting and sales and use tax collection requirements in consultation with your own tax advisers, and that we cannot and do not offer specific tax advice to either Service Professionals or Consumers.
(A) GENERAL TERMS, INCLUDING AUTOMATIC RENEWAL TERMS
Payment Due at Time of Order; Non-Refundable. You agree to pay all amounts due for Services at the time you order them. All amounts are non-refundable unless otherwise noted in the Refund Policy.
Price Changes. Chel reserves the right to change its prices and fees at any time, and such changes shall either be posted online at this Site and effective immediately without need for further notice to you or notice shall be provided to you by email. If you have purchased or obtained Services for a period of months or years, changes in prices and fees shall be effective when the Services in question come up for renewal as further described below.
Payment Types. Except as prohibited in any product-specific agreement, you may pay for Services by using any of the following “Payment Methods”: (i) valid credit card; (ii) “Good As Gold Prepaid Services” (defined below); (iii) electronic payment from your personal or business checking account, as appropriate (and as defined below); (iv) PayPal; (v) International Payment Option (as defined below); (vi) via In-Store Credit balances, if applicable (and as defined below); or (vii) any other method you use to pay for Services as determined by Chel in its sole and absolute discretion, each a “Payment Method”. You acknowledge and agree that we may store your successful Payment Methods, as determined by us, used to pay for a Service as a Payment Method that we may use for payment for future purchases or renewals, including where a renewal is executed for a different subscription term and/or price as described herein. You can manage your stored Payment Methods and view or change your automatic renewal settings at any time by logging into your Chel account. The “Express Checkout” feature automatically places an order for the applicable Service and charges the designated Express Checkout Payment Method for your Account. Confirmation of that order will be sent to the email address on file for your Account. Your Payment Method on file must be kept valid if you have any active Services in your Account. In addition, you agree that the location for the processing of your payments may change for any reason, including the type of Payment Method chosen, the currency selected, or changes or updates made to your Payment Method.
Refunds Issued. You agree that where refunds are issued to your Payment Method, Chel's issuance of a refund receipt is only confirmation that Chel has submitted your refund to the Payment Method charged at the time of the original sale, and that Chel has no control over when the refund will be applied towards your Payment Method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment Method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.
In the event a refund is issued to your Payment Method and the payment provider, payment processor or individual issuing bank associated with your Payment Method imposes any limitations on refunds, including but not limited to, limitations as to the timing of the refund or the number of refunds allowed, then Chel, in its sole and absolute discretion, reserves the right to issue the refund either (i) in the form of an In-Store Credit; (ii) via issuance of a Chel check, which will be sent to the mailing address on file for your Account; or (iii) in some jurisdictions, as a bank transfer, when the payment processor cannot refund back to the Payment Method. Chel also has the right to offer an In-Store Credit for customers seeking refunds, even if there are no limitations on refunds imposed by the Payment Method.
Monthly Billing Date. If you are being billed on a monthly basis, your monthly billing date will be based on the date of the month you purchased the Services, unless that date falls after the 28th of the month, in which case your billing date will be the 28th of each month.
Auto-Renewal Terms. Other than as required by applicable law, Chel does not retain hard copies or electronic versions of mandate, standing order or standing instruction forms and/or any signed consents relating to your usage of our automatic renewal services, and we are therefore unable to provide any such document upon request. You may view or change your automatic renewal settings at any time by logging into your Chel account.
IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE ANY INTERRUPTION OR LOSS OF SERVICES, ALL SERVICES ARE OFFERED ON AUTOMATIC RENEWAL UNLESS OTHERWISE SPECIFIED ON THIS SITE (AND SUBJECT TO ANY OPT-OUT OR TERMINATION RIGHT YOU MAY INVOKE).
EXCEPT FOR REASONS DESCRIBED BELOW IN THIS SECTION (SEE SECTION TITLED “REDUCED TERM PAYMENT ATTEMPTS”), SERVICES SHALL AUTOMATICALLY RENEW AT THE END OF EACH SERVICE PERIOD FOR A SUBSEQUENT SERVICE PERIOD OF EQUAL LENGTH. FOR EXAMPLE, IF YOUR LAST SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL TYPICALLY BE FOR ONE YEAR.
UNLESS YOU DISABLE THE AUTOMATIC RENEWAL OPTION, Chel WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL AND WILL, SUBJECT TO SECTION 19(F) BELOW, ATTEMPT TO TAKE PAYMENT FIRST FROM THE PAYMENT METHOD ASSOCIATED WITH THE SERVICE(S) IN YOUR ACCOUNT ("PRIMARY PAYMENT METHOD"). IF THE PRIMARY PAYMENT METHOD FAILS, WE MAY ATTEMPT PAYMENT FROM YOUR DESIGNATED BACKUP PAYMENT METHOD(S) ON FILE WITH Chel ("DESIGNATED BACKUP PAYMENT METHODS”). IF THERE IS NO PRIMARY PAYMENT METHOD OR A DESIGNATED BACKUP PAYMENT METHOD ASSOCIATED WITH A SERVICE, OR A DESIGNATED BACKUP PAYMENT METHOD FAILS, YOU AGREE THAT WE MAY ATTEMPT TO CHARGE ANY OTHER PAYMENT METHODS ON FILE IN YOUR ACCOUNT ("ALTERNATE PAYMENT METHODS"). RENEWALS WILL BE CHARGED AT Chel’S THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. YOU MAY ALSO MANUALLY RENEW A SERVICE FOR AN ALTERNATIVE SERVICE PERIOD, WHICH SHALL THEREAFTER BECOME THE DEFAULT SERVICE PERIOD FOR ALL SUBSEQUENT RENEWALS (UNLESS YOU EXPRESSLY OPT OTHERWISE). IN ORDER TO SEE THE RENEWAL SETTINGS APPLICABLE TO YOU AND YOUR SERVICES, SIMPLY LOG INTO YOUR Chel ACCOUNT.
(B) REFUND POLICY
Products and Services available for refunds are described in our Refund Policy.
(C) GOOD AS GOLD PREPAID SERVICES
Service Details. By using Good As Gold Prepaid Services, you may transfer funds to Chel to fund your Good As Gold Prepaid Services account (“Good As Gold Account”). You may then use your Good As Gold Account to purchase any Services. You may fund your Good As Gold Account by wire transfer.
You acknowledge that funds transferred to your Good As Gold Account will be held by Chel and will not accrue or pay interest for your benefit. To the extent any interest may accrue, you agree that Chel shall be entitled to receive and keep any such amounts to cover costs associated with Good As Gold Prepaid Services.
You agree that all transactions using Good As Gold Prepaid Services will be conducted in U.S. dollars.
Your Good As Gold Account must be funded on an initial basis with no less than funds equivalent to $1,000.00 U.S. dollars.
All payments must be for the full amount required at purchase.
Wire Transfer Details. Wire transfers may be initiated in foreign currency to fund your Good As Gold Account, however the natural currency of the Chel bank account is U.S. Dollars. Foreign currency wires will be automatically converted and deposited in U.S. Dollars. Please note that exchange rate fees may apply.
You are responsible for all wire transfer fees, both incoming and outgoing, associated with your Good As Gold Account. Any non-U.S. wire transfers may be subject to fees by your bank, intermediary banks, or Chel’s bank, which may reduce the amount of the money received by Chel’s bank and subsequently funded into your Good As Gold Account. You hereby expressly authorize Chel (i) to reduce your Good As Gold Account by the amount of wire transfer fees Chel incurs in order to receive your funds; and/or (ii) to charge a twenty-dollar ($20.00) service fee (“Service Fee”) in connection with the termination of your Good As Gold Account. All fees are subject to change at any time, and such changes shall be posted online and effective immediately without need for further notice to you.
You can verify the remaining funds in your Good As Gold Account at any time through your Account or the shopping cart. Should you decide to terminate your Good As Gold Account (or should Chel opt to terminate your Good As Gold Account because you have breached an obligation under the Good As Gold Service Agreement), then the balance in your Good As Gold Account will be refunded, net the Service Fee.
Additional funds may be added to your Good As Gold Account at any time.
Your Use of Good As Gold Prepaid Services. Use of funds in your Good As Gold Account can only be made through the Chel purchase process at Chel’s website. Purchases may not be made unless there are sufficient, available funds in your Good As Gold Account at the time of purchase to cover the entire purchase amount, including any related fees as set forth herein or in other relevant agreements.
(D) PAY BY CHECK (ELECTRONIC PAYMENT)
By using Chel’s pay by check option (“Pay By Check”), you can purchase Chel Services using an electronic payment (from your personal or business checking account (“Checking Account”), as appropriate). In connection, you agree to allow a third-party check services provider, Certegy Check Services, Inc., (“Check Services Provider”) to debit the full amount of your purchase from your Checking Account, which is non-refundable. Check Services Provider will create an electronic funds transfer (“EFT”) or bank draft, which will be presented to your bank or financial institution for payment from your Checking Account. The Checking Account must be at a financial institution in the United States, and payment must be in U.S. Dollars.
It is your responsibility to keep your Checking Account current and funded. You agree that (i) Check Services Provider or Chel reserve the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your Checking Account no longer existing or not holding available/sufficient funds) and (ii) in such event, neither Check Services Provider nor Chel shall be liable to you or any third party regarding the same. If for any reason Check Services Provider is unable to withdraw the full amount owed for the Services provided, you agree that Check Services Provider and Chel may pursue all available lawful remedies in order to obtain payment (plus any applicable fees). Chel is not responsible for the actions of Check Services Provider. You agree that if the EFT or bank draft is returned unpaid, you will pay a service charge in accordance with the fees permitted by law for each U.S. State. A help article describing the Check Services Provider and outlining the service charges referenced above can be found here. These fees may be debited from your Checking Account using an EFT or bank draft. All fees are in U.S. Dollars.
Chel and its service providers, including but not limited to Check Services Provider and Complete Payment Recovery Services, Inc., may provide you with notices, including by email, regular mail, SMS, MMS, text message, postings on the services, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate these terms of service by accessing the services in an unauthorized manner. Your agreement to these terms of service constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the services in an authorized manner. Failure to receive such notices for any reason shall not excuse any payment or other obligation to Chel and Check Services Provider. You further expressly authorize Chel and its service providers, including but not limited to Check Services Provider and Complete Payment Recovery Services, Inc., and their affiliates to contact you, via auto-dialer, pre-recorded messages, or any other method, on any of your mobile phone numbers or emails. You further acknowledge that email addresses you provide are not shared, accessed by others and are not employer-related email addresses.
(E) INTERNATIONAL PAYMENT OPTIONS
Chel offers a variety of alternative international payment options through a variety of International Payment Providers (“IPP”). In the event you select an IPP, you represent that you have already agreed to any and all of the IPP’s applicable customer service agreements in advance of completing your transaction at Chel. You also agree to allow the IPP to debit the full amount of your purchase from the selected account or payment method, collectively “Funding Sources”. In addition, you agree to allow the selected IPP to debit, if applicable, an “Exchange Rate Conversion Fee”, as well as any other fees or charges applicable to your agreement with the IPP (collectively, the “IPP Fees”), from your Funding Sources. You understand and agree that IPP Fees are subject to change at any time by the IPP without notice to you by Chel.
It is your responsibility to keep your Funding Sources current and funded. You agree that (i) the IPP or Chel reserve the right to decline a transaction for any reason and (ii) neither the IPP nor Chel shall be liable to you or any third party regarding the same. You acknowledge that Chel will not attempt to fulfill the Services purchased by you until Chel receives confirmation of payment from the IPP through its associated payment processor. You acknowledge there may be a gap of several hours or days between the time you place an order and the time the IPP confirms payment through its associated payment processor. If Chel does not receive confirmation of payment from the IPP through its associated payment processor within thirty (30) days from when the order is placed, your order may be cancelled, at which time you will need to commence the purchase process again. In the event that you would like to cancel payment for a pending transaction, you may cancel the order through your Chel account. Payments received on previously cancelled orders will be automatically refunded to the original Payment Method when possible.
If, at the time Chel receives confirmation of payment from the IPP (through its associated payment processor), either (i) the Services are no longer available for purchase; or (ii) a pending order has been cancelled in our systems; or (iii) the confirmation of payment does not match the dollar amount of the pending order, and as a result your purchase is either over-funded or under-funded, Chel may automatically issue a partial refund (in the case of over-funding) or a full refund (in the case of under-funding) to your Funding Source. If the IPP (or its associated payment processor) imposes refund limitations of any kind, Chel reserves the right to issue refunds to an In-Store Credit balance or as a bank transfer, when the payment processor cannot refund back to the Payment Method. If you receive a full refund, you will need to begin the purchase process again. You agree that the IPP reserves the right not to refund IPP Fees associated with a refunded transaction. Accordingly, any refunds issued by Chel will be net of the IPP Fees unless otherwise specified.
(F) IN-STORE CREDIT BALANCES
In the event that your Account contains a credit issued by us, it may only be applied to the purchase of a Service (each an "In-Store-Credit") subject to the following terms: (1) you may apply any available In-Store Credit to any future purchase of Services in your Account; and (2) you authorize Chel to apply any available In-Store Credits to any upcoming product renewals, outstanding administrative fees, chargebacks, or other fees related to your Account, including partial payments. Regardless of the amount of In-Store Credit available in your account, Chel is not responsible for the loss of products resulting from an inability to collect funds from your Payment Methods or the In-Store Credit. In-Store Credits will be applied based on the currency selected in the shopping cart at the time of purchase (or renewal). If you have more than one In-Store Credit, then the credits will be processed according to the age of the credit, with the oldest In-Store Credit being applied first. If additional funds are required to complete the purchase or renewal, In-Store Credits held in a non-selected currency will be converted using Chel’s daily exchange rate based on the age of the In-Store Credit (oldest to newest) until (i) enough funds are allocated to complete the transaction, or (ii) there is no available balance left in your account. You understand and agree that at the time of conversion, Chel may also impose an additional administrative fee.
You acknowledge that In-Store Credits are non-transferable, may only be used in the Account in which they were acquired and may expire in accordance with applicable law. Complimentary In-Store Credits will expire two years after issuance or within any other time period Chel may specify in your Account. Log into your account to view your In-Store Credit balance and any applicable expiration dates. In the event that Chel terminates your Account, you acknowledge and agree that any remaining available In-Store Credits will be forfeited.
You also acknowledge that funds associated with your In-Store Credits will be held by Chel and will not accrue or pay interest for your behalf. To the extent any interest may accrue, you agree that Chel is entitled to receive and keep any such amounts to cover costs associated with supporting the In-Store Credits functionality.
(G) GENERAL TERMS REGARDING SUBSCRIPTIONS
For subscription bundles purchased through your account, you agree to a 12-month commitment on your monthly subscription. Cancellations within the first 180 days of each 12-month commitment for your monthly subscription are subject to an early cancellation fee and you are responsible for the applicable early cancellation fee.
Chel may offer additional, subscription-based, online services to certain Consumers (“Subscription Services”). Please note that such Subscription Services, if applicable and made available to you by Chel, will be subject to additional terms and conditions. We encourage you to review such additional terms and conditions prior to signing up to any such Subscription Services.
Automatic renewal. Subscription Services, where made available to you by Chel, may be subject to automatically renewing subscription terms. Where applicable, at the end of your Subscription Service subscription, your subscription will automatically renew for periods of the same length as your original subscription. You can opt-out pursuant to the methods and procedures set forth in the applicable Subscription Service terms and conditions. Contact Chel customer service for further information or support. Such automatic renewal(s) will result in an automatic charges of the Fee (as such Fee may be modified as provided above) using the payment method on file for your Account. Such renewal payment will take place on or about your renewal date. Your subscription will continue and your payment method will be charged until you cancel the subscription, which you may do at any time via the methods set forth in the applicable Subscription Service terms and conditions.
Chel expressly reserves the right to access any Account and any data hosted by You through the services, as well as the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services for any reason (as determined by Chel in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Chel in offering or delivering any Services, (ii) to assist with our fraud and abuse detection and prevention efforts, (iii) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (iv) to comply with requests of law enforcement, including subpoena requests, (v) to comply with any dispute resolution process, (vi) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (vii) to avoid any civil or criminal liability on the part of Chel, its officers, directors, employees and agents, as well as Chel's affiliates, including, but not limited to, instances where you have sued or threatened to sue Chel, or (viii) to respond to an excessive amount of complaints related in any way to your Account, domain name(s), or content on your website that could result in damage to Chel’s business, operations, reputation or shareholders.
Chel expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels.
Chel expressly reserves the right to terminate, without notice to you, any and all Services where, in Chel's sole discretion, you are harassing or threatening Chel and/or any of Chel's employees.
Chel Content. Except for User Content, the content on this Site and within the Services, including without limitation Chel data and the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks, logos contained on this Site and within the Services (“Chel Content”), are owned by or licensed to Chel in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Chel Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Chel. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Chel reserves all rights not expressly granted in and to the Chel Content, this Site and the Services, and this Agreement does not transfer ownership of any of these rights.
No Spam. We do not tolerate the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse.
We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE) or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications. This can include, but is not limited to, the following:
We will not allow our servers and services to be used for the purposes described above. In order to use our products and services, you must abide by all applicable laws and regulations in the geographic regions in which you use and or direct the use of the Site and Services, which include but are not limited to the CAN-SPAM Act of 2003 and the Telephone Consumer Protection Act in the United States. You must also abide by this no spam policy.
Commercial advertising and/or bulk emails or faxes may only be sent to recipients who have "opted-in" to receive messages. They must include a legitimate return address and reply-to address, the sender's physical address, and an opt-out method in the footer of the email or fax. Upon request by us, conclusive proof of opt-in may be required for an email address or fax number.
If we determine the account, products, or services in question are being used in association with spam, we may re-direct, suspend, or cancel any account, web site hosting, domain registration, email boxes, or other applicable products or services. In such event, at our election, we may require you to respond by email to us stating that you will cease to send spam and/or have spam sent on your behalf and to require a non-refundable reactivation fee to be paid before the site, email boxes, and/or services are reactivated.
We encourage all customers and recipients of email generated from our products and services to report suspected spam. Suspected abuse can be reported by email or through our Spam Abuse Complaint Center.
Liquidated Damages. You agree that we may immediately terminate any Account which we believe, in our sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then you agree to pay us liquidated damages in the amount of $1.00 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your Account.
Chel supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please reference the Contact referenced herein.
This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Chel. Chel assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Chel does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release Chel from any and all liability arising from your use of any third-party website. Accordingly, Chel encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
The Platform may provide links to third-party websites for your convenience only. The inclusion of these links does not imply that Chel monitors or endorses these websites or their respective practices. Chel does not accept any responsibility for such websites. Chel shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third-party websites or linked resources. These Terms and our Privacy Policy do not apply to your use of any third-party websites, so be sure to review any applicable terms and policies of third-party sites.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. Chel, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Chel, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (IV) ANY ACTION OR FAILURE TO ACT BY Chel CONSISTENT WITH THE TERMS OF THIS AGREEMENT, AND Chel ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT AUTO-GENERATED OUTPUTS INCLUDING TEXT, LOGOS, NAMES, SLOGANS, ETC. HAVE NOT BEEN REVIEWED FOR ACCURACY OR INTELLECTUAL PROPERTY CLEARANCE. Chel MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE ACCURACY, RELIABILITY, WHETHER OUTPUTS MAY INFRINGE ON THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, ETC. YOU SHOULD SEEK INDEPENDENT PROFESSIONAL LEGAL ADVICE BEFORE YOU RELY ON ANY AUTO-GENERATE OUTPUT.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY Chel, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
YOUR USE OF THE PLATFORM, PRO SERVICES (OR PROVISION THEREOF), USER CONTENT, OR COLLECTIVE CONTENT IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT CHEL DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY USER IN ACCORDANCE WITH APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO SERVICE PROFESSIONALS AND CONSUMERS. THE PLATFORM AND COLLECTIVE CONTENT IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CHEL AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE PRO SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. CHEL MAKES NO WARRANTY THAT THE PLATFORM OR PRO SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CHEL ASSUMES NO RESPONSIBILITY AND WILL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. CHEL WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CHEL OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY UNDER APPLICABLE LAW, THEY WILL BE LIMITED TO ONLY THOSE REQUIRED BY LAW, FOR THE SHORTEST DURATION PERMITTED BY APPLICABLE LAW, AND WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE-TO-STATE OR JURISDICTION-BY-JURISDICTION.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CONSUMERS, SERVICE PROFESSIONALS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT CHEL DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS ON OR MADE THROUGH THE PLATFORM OR TO REVIEW OR VET ANY PRO SERVICES. CHEL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE PRO SERVICES. CHEL EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS, OR THIRD PARTIES.
CHEL MAY PROVIDE PHONE NUMBERS THAT CONSUMERS PROVIDE IN CONNECTION WITH A REQUEST TO SERVICE PROFESSIONALS. SUCH PHONE NUMBERS ARE NOT VERIFIED AND CHEL MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR VALIDITY.
IN NO EVENT SHALL Chel, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO, FROM, OR THROUGH, THIS SITE OR THE SERVICES (INCLUDING ANY SITES OR SERVICES LINKED TO THIS SITE OR THE SERVICES (WHETHER THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) AND/OR ANY REMOVAL OR ATTEMPTED REMOVAL THEREOF, (IX) ANY REVIEW, SCANNING, ACCESS TO, AND/OR MODIFICATION OF THE SERVICES USED BY YOU, INCLUDING BUT NOT LIMITED TO ANY HOSTED ENVIRONMENT, (X) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, (XI) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT Chel IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (XII) ANY AUTO-GENERATED OUTPUTS CREATED USING THE SERVICES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL Chel’S TOTAL AGGREGATE LIABILITY EXCEED $10,000.00 U.S. DOLLARS.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF CHEL OR THIRD-PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER CHEL NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHEL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, PRO SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM.
IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF CHEL AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, PRO SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, USER CONTENT, OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY PRO SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO CHEL BY YOU HEREUNDER, OR ONE HUNDRED U.S. DOLLARS ($100.00 USD) IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN JURISDICTIONS THAT DO ALLOW LIMITATIONS OF LIABILITY, THE LIMITATIONS IN THIS SECTION OR THE TERMS WILL APPLY FULLY TO RESIDENTS OF THOSE JURISDICTIONS.
THIS SECTION OF THE TERMS WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS, YOUR ACCOUNT, OR THE PLATFORM.
You agree to protect, defend, indemnify and hold harmless Chel and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Chel directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
You agree to release, defend, indemnify, and hold Chel and our affiliates and subsidiaries, and Chel's and our affiliates' and subsidiaries' respective officers, directors, licensors, employees and agents, harmless from and against any claims, fines, penalties, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your User Content or use of the Platform; (c) your interaction with any User; (d) your violation, infringement, or misappropriation of the rights of any User, Consumer or party, including, without limitation, any intellectual property, proprietary, privacy or other rights of such party; and (e) the request or receipt or offer or provision of Pro Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Pro Services.
Notwithstanding the foregoing paragraph, if you are a resident of a jurisdiction where the foregoing is prohibited, you only agree to release, defend, indemnify, and hold Chel and our affiliates and subsidiaries, and Chel's and our affiliates' and subsidiaries' respective officers, directors, licensors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Where you have an obligation under this Indemnification and Release section of the Terms, Chel reserves, and you grant to us, the right, at your own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not in any event settle any such matter subject to indemnification by you under this Section of the Terms without the prior written consent of Chel. This section of the Terms will survive any termination or expiration of these Terms, your Account, or the Platform.
Chel makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
The Platform is intended for users who reside in the United States of America. We make no representations or warranties that the Platform, Collective Content, or Pro Services are valid, appropriate or available for use outside of the United States. If you access and use the Sites outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. We reserve the right to limit the availability of the Platform and/or the provision of any Collective Content or Pro Service to any person, geographic area or jurisdiction, at any time and in our sole discretion. You represent and warrant that: (i) you will perform under these Terms in compliance with all applicable laws and regulations; you are not (1) located in a country subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country, or (2) listed on any U.S. Government list of prohibited or restricted parties; and (ii) all information you provide in connection with your access to or use of the Platform is true, accurate, and complete.
PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE PROVISIONS REQUIRING YOU TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION.
(A) Disputes. The terms of this Section shall apply to all Disputes between you and Chel, except for disputes governed by the Uniform Domain Name Dispute Resolution Policy referenced above. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and Chel arising under or relating to any Chel Services or Products, Chel’s websites, this Agreement, or any other transaction involving you and Chel, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND Chel AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR Chel FOR (i) TRADE SECRET MISAPPROPRIATION, (ii) PATENT INFRINGEMENT, (iii) COPYRIGHT INFRINGEMENT OR MISUSE, AND (iv) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in this Agreement, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.
(B) Binding Arbitration. You and Chel further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in this Agreement; (ii) this Agreement memorializes a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of this Agreement. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction, as limited by the Limitation of Liability set forth in Section 25 of this Agreement and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.
(C) Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court’s jurisdiction and is pending only in that court.
(D) Dispute Notice. In the event of a Dispute, you or Chel must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Chel must be addressed to: Chel, 100 S. Mill Ave, Tempe, AZ 85281, Attn.: Legal Department (the “Chel Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Chel and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Chel may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
(E) WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND Chel AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR Chel WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.
(F) Arbitration Procedure. If a party elects to commence arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) and governed by the Consumer Arbitration Rules of the AAA (“AAA Rules”) in conjunction with the rules set forth in this Agreement, except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. The AAA Rules are at www.adr.org or by calling 1-800-778-7879. If there is a conflict between the AAA Rules and the rules set forth in this Agreement, the rules set forth in this Agreement shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws, as limited by the Limitation of Liability set forth in Section 25 of this Agreement. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by this Agreement. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall also have exclusive authority to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in a location reasonably accessible from your primary residence (or principal place of business if you are a small business), or in Maricopa County, Arizona, at your option.
(G) Initiation of Arbitration Proceeding. If either you or Chel decide to arbitrate a Dispute, we agree to the following procedure:
(H) Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by Chel or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Chel is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
(I) Arbitration Fees and Payments.
Disputes involving $75,000.00 or less. Chel will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject Chel’s last written settlement offer made before the arbitrator was appointed (“Chel’s last written offer”), your dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards you more than Chel’s last written offer, Chel will: (i) pay the greater of the award or $1,000.00; (ii) pay twice your reasonable attorney’s fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration. The arbitrator will determine the amount of fees, costs, and expenses unless you and Chel agree on them.
Disputes involving more than $75,000.00. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
Disputes involving any amount. In any arbitration you commence, Chel will seek its AAA or arbitrator’s fees and expenses, as well as other costs and expenses incurred, only if the arbitrator determines the Dispute is frivolous or brought for an improper purpose. In any arbitration Chel commences, you will be responsible for your own attorney’s fees, costs, and expenses unless the arbitrator awards them to you as part of the arbitration award. The arbitrator’s decision must include a written explanation of the essential findings and conclusions on which the award is based.
(J) Claims Within Jurisdiction of Small Claims Court. If a claim is within the jurisdiction of a small claims court, either party may choose to take the claim to that court instead of arbitration, provided it is brought only in that court and remains in that court. If you choose to file an action in small claims court, you agree to send a Dispute Notice to Chel prior to filing and to act in good faith to attempt to resolve the Dispute through discussions with Chel prior to filing the small claims action.
(K) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in this section by sending written notice of your decision to opt-out to the Chel Notice Address. The notice must be sent within thirty (30) days of your first use of any of the Services; otherwise you shall be bound to arbitrate Disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, Chel also will not be bound by them. Your notice to opt-out must include your full name, address, and a clear statement that you wish to opt out of the arbitration and class action waiver provisions of this Agreement.
(L) Changes. Chel will provide sixty (60) days’ notice of any changes to this Section. Changes will become effective on the 60th day and will apply prospectively only to any claims arising after the 60th day.
(M) Governing Law and Venue for Non-Arbitrable Disputes. To the maximum extent permitted by law, this Agreement is governed by the laws of the State of Arizona, U.S.A., without regard to its conflict of laws rules, and any Disputes that are not subject to arbitration as set forth above or are otherwise determined not to be arbitrable shall be litigated exclusively in the federal or state courts of Maricopa County, Arizona. You and Chel consent to the exclusive jurisdiction and venue of such courts.
(N) European Union Residents. If you are a resident of the European Union, please note that the arbitration and class action waiver provisions above do not apply to you, but all other terms in this Agreement do apply. Instead, any Disputes between you and Chel will be resolved in accordance with applicable EU laws and regulations, including the right to bring claims in a competent court in your country of residence.
This Section shall survive any termination or expiration of this Agreement, your Account, or the Platform.
If your account shows no activity for the period set forth in applicable unclaimed property laws, and/or if there remains an unclaimed balance in your account, Chel may process your account in accordance with such applicable unclaimed property laws. Chel may also charge a maintenance fee to keep your account active, in an amount not to exceed the maximum permitted by law. Such maintenance fee, if assessed, will be disclosed to you in advance.
Under applicable escheat laws, property in your account that has been unclaimed for the period set forth in such escheat laws will be escheated to the applicable state or jurisdiction. Chel may attempt to contact you prior to escheating any such unclaimed funds using the contact information in your account. If we are unable to contact you, we will proceed with escheatment as required by law.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
You may not assign this Agreement or any rights or obligations hereunder, whether directly or indirectly, by operation of law or otherwise, without the prior written consent of Chel. Chel may assign this Agreement and any rights or obligations hereunder, in whole or in part, without your consent. Any attempted assignment by you in violation of this section shall be null and void.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. This Agreement is between you and Chel, and no other person or entity shall have any rights to enforce any of its provisions, except as expressly set forth herein.
This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will comply fully with all applicable U.S. Export Laws.
You further represent and warrant that you are not (1) located in a country subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country, or (2) listed on any U.S. Government list of prohibited or restricted parties.
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
This Agreement, along with all policies and the applicable Services Agreements referenced herein, is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of a conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it was provided an opportunity to review both language versions, and (iii) the parties agree that in the event of a dispute concerning the terms of this Agreement, the matter shall be resolved by applying the English version of this Agreement, unless applicable law requires otherwise.
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
Chel, Inc.
360 Guest St
Cincinnati, OH 45203
support@chel.com