These General Terms, the Acceptable Use Rules, the Payment Terms, (collectively, the “ChilliChalli Terms”) govern access to and use of any websites, products or services (collectively “Services“) offered by ChilliChalli, LLC. (“ChilliChalli” or “we“).
OUR SERVICES ARE NOT FOR CONSUMERS OR PRIVATE OR HOUSEHOLD PURPOSES, ONLY FOR BUSINESSES AND PROFESSIONAL USERS. YOU MUST NOT ACCESS OR USE OUR SERVICES, UNLESS (A) YOU ARE ACTING IN A BUSINESS OR PROFESSIONAL CAPACITY, (B) YOU ACCEPT THE CHILLICHALLI TERMS ON BEHALF OF YOURSELF AND, IF APPLICABLE, YOUR ORGANIZATION, AND (C) IF YOU ARE ACTING ON BEHALF OF YOUR ORGANIZATION, YOU ARE AUTHORIZED TO DO SO. IF YOU ACCESS OR USE ANY OF OUR SERVICES, THE CHILLICHALLI TERMS FORM A LEGALLY BINDING CONTRACT BETWEEN YOU AND, IF APPLICABLE, YOUR ORGANIZATION (COLLECTIVELY REFERRED TO AS “YOU” HEREINAFTER) AND CHILLICHALLI.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12 BELOW OR WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CHILLICHALLI WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION
1. General and Service-Specific Terms, Changes
2. Your Rights and Obligations
2.1 Access to Services and Courses. We grant you a non-exclusive, non-transferable, revocable, limited, personal right to access our Services and Courses. We do not authorize other use or access, including, without limitation, by robots, spiders, crawlers and scraping technologies. You are responsible for setting your own username and password (“Login Information”) and MUST NOT allow any third party to access or use your Login Information.
2.2 Facebook or Instagram Account. We provide you with course content that teaches you to publish and manage ads on www.facebook.com (“Facebook”) and www.instagram.com (“Instagram”). Therefore, in order to use our Courses, you must be a registered Facebook or Instagram user and have an advertising account on Facebook or Instagram.
2.3 Ads Content. You are solely responsible for all Ads Content that you upload, publish, display, link to, or otherwise make available. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR ADS OR CONTENT POSTED DUE TO TRAINING WE HAVE PROVIDED TO YOU. “Ads Content” includes all information, text, images, photos, videos, audio, documents and other content in any media and format which you use.
3. Site Access and Account Registration
With regard to your username, password, any other piece of information you provide to us as part of our security procedures (collectively, “Account Information”), you agree to treat such Account Information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account Information is personal to you, and you agree not to provide any other person with access to the Site using your Account Information. You agree to notify us immediately of any unauthorized access to or use of your Account Information or any other breach of security that you become aware of. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Account Information or other personal information.
Except as provided herein, you may not transfer your Account Information to any other person and you may not use anyone else’s Account Information or account at any time. In cases where you have nevertheless allowed another person to use your account or Plan, or where you have acted negligently in safeguarding your Account Information as set forth above, you agree you are fully responsible for (i) the acts and omissions of such person accessing the Site with your Account Information, (ii) controlling the person’s access to and use of the Site, and (iii) the consequences of any use or misuse by such person. Permitting a third party to access your account on this site will result in withdrawal of your access to the site, without refund.
4. Third Party Content and Services
3.1 We are not responsible for any services provided by Facebook, Instagram (the “Social Platforms”), or for any other Third-Party Services or Software. If you access a Third-Party Service through any websites built by us, you do so at your own risk. When accessing Facebook or Instagram services, you are responsible to comply with all of their terms, conditions, policies, and guidelines which they may impose on their users including those published at https://www.facebook.com/terms.php, and https://www.facebook.com/policies/ads/(the “Third-Party Terms”). You remain responsible for the payment of any ads purchased on all Social Platforms and all costs involved with using Third-Party Services or Software.
5. Confidentiality and Data Protection
4.1 Confidentiality. If we share non-public information about our Services or Courses, you must keep it confidential and use reasonable security measures to prevent disclosure or access by unauthorized persons.
6. Intellectual Property
6.4 Feedback. You may from time to time provide suggestions, comments or other feedback to ChilliChalli with respect to the Services and courses we provide (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for us. Notwithstanding the foregoing, we will not disclose to any third party that you are the source of any Feedback. You shall, and hereby do, grant to us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
6.5 Services. We retain all right, title, and interest in and to the Services and the Courses we provide.
7. Free Trials, Charges and Payment Terms
You must timely pay all applicable fees based on our Payment Terms, except with respect to Services that we expressly offer free of charge. If you sign up for a free trial period for a Service that is subject to charges, we may require you to provide us with a valid credit card or other payment method and start charging you automatically on the first day after the free trial is over, unless you cancel your account before the end of the free trial period. You remain responsible at all times for the direct payment of the ads purchased on Facebook or Instagram.
The ChilliChalli Terms shall remain in effect until either of us terminate them in accordance with this Section 7.
8.1 Cancellation of Services. You can cancel your Services within seven (7) calendar days of the start of your billing cycle. If you cancel paid Services, you must pay throughout any agreed term and you are not entitled to any refunds.
8.2 Cancellation by ChilliChalli. We may also cancel your Services, at our sole discretion, for any reason, without notice at any time. If you prepaid for Services for a specified term, and we terminate your Services under this section, we shall offer a pro rata refund of the prepaid fees.
8.3 Termination for Cause. We may both terminate the ChilliChalli Terms, effective immediately, if the other party commits a material breach of the ChilliChalli Terms and fails to remedy such breach within thirty (30) days of receiving a written request to cure. Additionally, we may suspend or terminate your access to the Services if you violate any Acceptable Use Rules or use the Services in a way that creates risk or possible legal exposure to us, other customers or others. If you terminate the ChilliChalli Terms for cause, we will refund any prepaid fees as of the termination date.
8.4 Effects of Termination. Upon cancellation or termination of the Services by either party for any reason: (i) we will cease providing you Services and you will no longer be able to access your account; (ii) unless otherwise provided in these ChilliChalli Terms, you will not be entitled to any refunds, and you shall pay us all unpaid amounts owing. All provisions of the ChilliChalli Terms that by their nature are intended to survive, including but not limited to any disclaimer of warranty and limitation of liability provisions, shall survive the termination or expiry of the ChilliChalli Terms.
9. Warranty Disclaimer
9.1 No Express Warranties. WE OFFER THE SERVICES AND COURSES “AS IS,” WITHOUT ANY EXPRESS WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, UNLESS WE EXPRESSLY AGREE TO A LIMITED WARRANTY WITH A SPECIFIC REFERENCE TO THIS SECTION 8.1.
9.2 Disclaimers. YOU USE ALL SERVICES AND COURSES AT YOUR OWN RISK. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE SPECIFICALLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT OUR SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, WE DISCLAIM ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES (INCLUDING FACEBOOK OR INSTAGRAM) OR ACTIVITIES, ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR SOCIAL PLATFORMS, ANY HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN (INCLUDING ADS CONTENT). NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE CHILLICHALLI TERMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
10. Sole Remedy
IF YOU ARE DISSATISFIED WITH OUR SERVICES OR HARMED BY US OR BY ANYTHING RELATED TO OUR SERVICES, YOU MAY TERMINATE THE CHILLICHALLI TERMS IN ACCORDANCE WITH SECTION 7.3, AS APPLICABLE. SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND OUR SOLE AND EXCLUSIVE LIABILITY) FOR ANY BREACH OF CONTRACT.
You shall defend, indemnify, and hold harmless ChilliChalli, and our affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature that are in connection with or arising out of a claim (a) alleging that your Ads Content infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates any applicable law; (b) relating to, or arising from, Ads Content or your breach of any ChilliChalli Terms or (c) relating to, or arising from, your use of any Third-Party Services (including your breach of the Third-Party Terms).
12. Limitation of Liability
12.1 CAP. OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF (A) THE FEES WE RECEIVED FROM YOU FOR THE SERVICES SUBJECT TO THE CLAIM DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) USD $500.
12.2 EXCLUSION. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THE CHILLICHALLI TERMS. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES AND COURSES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
12.3 SCOPE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 SHALL (A) ALSO BENEFIT OUR AFFILIATED COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS AND SERVICE PROVIDERS, (B) APPLY TO ANY CLAIMS BROUGHT BASED ON ANY CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT, STATUTE OR OTHER LEGAL THEORY, AND (C) NOT APPLY IF YOU CAN PROVE THAT: (I) OUR NEGLIGENCE CAUSED DEATH OR PHYSICAL INJURY; (II) WE CAUSED DAMAGES INTENTIONALLY OR WITH WILLFUL MISCONDUCT; OR (III) APPLICABLE LAW DOES NOT ALLOW A LIMITATION AS CONTEMPLATED IN THE CHILLICHALLI TERMS (IN WHICH CASE THE LIMITATIONS OF LIABILITY IN THE CHILLICHALLI TERMS SHALL BE REDUCED TO THE MAXIMUM LIMITATION THAT IS VALID AND ENFORCEABLE UNDER APPLICABLE LAW).
12.4 BASIS OF BARGAIN. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 11 IS TO ALLOCATE THE RISKS UNDER THESE CHILLICHALLI TERMS BETWEEN THE PARTIES AND LIMIT CHILLICHALLI’S POTENTIAL LIABILITY IN APPROPRIATE RELATION TO THE FEES CHARGED UNDER THE CHILLICHALLI TERMS, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE CHILLICHALLI TERMS.
13. Governing Law, Arbitration, Class Action Waiver
13.1 Choice of Law. These ChilliChalli Terms and any dispute arising out of or in connection with these ChilliChalli Terms or Services (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of these ChilliChalli Terms, by and under the laws of the State of Wyoming, without giving effect to conflicts of law principles thereof.
13.2 Exclusive Jurisdiction, Jury Trial Waiver. Except as provided in Subsection 12.3 and 12.4, all Disputes shall be subject to, and the parties irrevocably accept the exclusive jurisdiction of the state and federal courts located in San Francisco. The parties irrevocably waive any right to a trial by jury.
13.3 Injunctive Relief. Either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). Also, the provisions of this Section 12.3 may be enforced by any court of competent jurisdiction.
13.4 Binding Arbitration. Except as provided in Section 12.3, all Disputes shall be finally resolved by binding arbitration before three (3) arbitrators pursuant to the rules (“Rules”) and under the auspices of the American Arbitration Association. In accordance with the Rules, each party shall select one arbitrator and the two arbitrators so selected shall select the third arbitrator. The arbitrators shall be knowledgeable in the chosen law and the online advertising industry. At either party’s request, the arbitrators shall give a written opinion stating the factual basis and legal reasoning for their decision. The arbitrators shall have the authority to determine issues of arbitrability and to award compensatory damages, but they shall not award punitive or exemplary damages. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings shall be conducted in the English language and take place in Sheridan, Wyoming, or any other place on which all three arbitrators agree unanimously.
13.5 Class Action Waiver. YOU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless you agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
13.6 Attorneys Fees. If it is necessary for either party to retain the services of an attorney or attorneys to enforce the terms of these ChilliChalli Terms or to file an action to enforce any of the terms, conditions or rights contained herein, or to defend any action, then the prevailing party in any such action will, subject to Section 11, be entitled to recover from the other party its reasonable fees for attorneys and expert witnesses, plus such costs and expenses as may be fixed by any arbitration panel or court of competent jurisdiction.
14. Export Compliance and Use Restrictions
You shall not use or access the Services if you are located in any jurisdiction in which the provision of the Services or access to the Courses is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and you shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) you are not named on any U.S. government list of persons or entities prohibited from transaction with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you shall not allow any Users you have Authorized to access your account to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) you shall comply with all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located.
You will comply with all OSHA Guidelines for Online Advertising and ChilliChalli LLC will not be held liable for any transgressions of these Guidelines.
15.1 Assignment. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law, or otherwise, without our prior written consent. Any attempted assignment or transfer without such consent will be void. We may freely assign or delegate all rights and obligations under these ChilliChalli Terms, fully or partially, without notice to you. We may also substitute by way of unilateral novation, effective upon notice to you, any third party that assumes our rights and obligations under these ChilliChalli Terms.
15.2 Severability. Each provision of these ChilliChalli Terms is severable. If any provision of these ChilliChalli Terms is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of these ChilliChalli Terms or of that provision in any other jurisdiction.
15.3 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where and such failure results from any cause beyond such party’s reasonable control, including without limitation: if one or several third parties change their offerings or terms or no longer offer their services to you or ChilliChalli at reasonable terms; denial of service attacks; acts of God; acts of war; acts of terrorism; labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgements of courts.
15.4 Entire Agreement. These ChilliChalli Terms constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. We do not accept and we hereby expressly reject any additional terms that you may present, including, without limitation, terms in a unilateral notice from you to us or preprinted on a purchase order form or any other form generated by you; any such terms shall be null and void.