TERMS OF SERVICE

Effective Date: September 20, 2019.

The following Terms of Service (“Terms”) between you (“you” or “your”) and Chiliarc, Inc. (“we,” “our,” “us,” or “Chiliarc”) describes the terms and conditions on which you may access and use the Chiliarc website (the “Site”) and related services including Chiliarc’s product rental and sale services (together the “Services”). By accessing or using any of the Services, you acknowledge that you have read, understood and agreed to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU AGREE TO THESE TERMS.

1. ABOUT THE SERVICES

A. Introduction
Through the Services, we aim to give you access to unique brands and styles, stylist advice and other content to help you decide which items are perfect for you.

B. Mobile Charges
To the extent you access the Services through a mobile or wireless device, your carrier’s standard charges, data rates and other fees may apply.

C. Eligibility
Children under the age of 13 may not use the Services and parents or legal guardians may not agree to these Terms on their behalf. Children under 18 years of age but at least 13 years of age may use the Site under the supervision of parents or legal guardians who agree to be bound by these Terms on their behalf, but such children may not rent or purchase any clothing or accessories (“Products”) via the Services. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between the ages of 13 and 18, you are fully responsible for his or her use of the Services and the rental or purchase of any Products, including all legal liability he or she may incur.

D. Modification of the Services or the Terms
Chiliarc may modify these Terms or modify, suspend, or discontinue the Services at any time for any reason. However, Chiliarc will use commercially reasonable efforts to notify you of material changes to these Terms by posting a notice on the Site and/or sending an email to the email address you provided to Chiliarc upon registration.

E. Privacy
To learn more about our privacy practices, please read our Privacy Policy, which is available at https://www.chiliarc.com/privacy/ (the “Privacy Policy”).


2. RENTAL AND SALE OF PRODUCTS

A. General Conditions
The Services include the rental and sale of Products. This Section 2(A) sets out terms and conditions that apply to your rental or purchase of any Product.

18 YEARS OR OLDER. Products may be rented or purchased for use by individuals under 18 years of age, but we rent and sell only to adults, who may rent or purchase the Products with a payment card or other approved payment method. By agreeing to these Terms, you represent that you are 18 years or older and that you are authorized to use the chosen payment method (including, without limitation, credit cards) for the purpose of renting or purchasing the Products as described in these Terms.

LIMITS. You acknowledge and agree that we may place limits on the rental or purchase of Products, including but not limited to restricting orders placed under a single customer account, payment card or billing or shipping address. We reserve the right to limit, cancel or prohibit any rentals or sales of Products for any reason in our sole discretion, including but not limited to availability and geographic concerns.

DELIVERY. Your Products may be ordered and couriered to you through Chiliarc’s shipping partners, which may change from time to time at Chiliarc’s discretion. The shipping method used will be at the discretion of Chiliarc.

COLLECTIONS. If you do not pay the amounts you owe to Chiliarc when due, then Chiliarc will need to institute collection procedures. You agree to pay Chiliarc’s costs of collection, including without limitation reasonable attorneys' fees.

COMMUNICATIONS. You consent to receive communications from us, including email, text messages, calls, and push notifications, including for the purposes of notifying you about the status of your order, sending you reminders, facilitating secondary authentication, and providing other information. We may contact you by telephone calls or text messages, including by an automatic telephone dialing system, at any of the telephone numbers provided by you. Standard message and data rates charged by your mobile carrier may apply to the text messages we send you. You may opt out of receiving communications by following the unsubscribe procedures we provide to you. In the case of text messages, you may opt out by replying "STOP" to a text message you receive from us or by emailing support@chiliarc.com. You acknowledge that opting out of receiving communications may impact your use of the Services.


B. Rental Subscription Program

SUBSCRIPTION PROGRAM. By joining Chiliarc, you are participating in the monthly rental of clothing (“Subscription”) matched specifically for you. If you subscribe to Subscription program, you will be sent a monthly delivery of Products determined by your specific fit and style preferences.

The following conditions apply to a Subscription and the Products rented.

SUBSCRIPTION FEES. If you subscribe to a Subscription, Chiliarc will charge you a pre-paid monthly subscription fee that will automatically renew and you will be billed every month at the then current fee to your payment method on file (each month, a “Subscription Period”). After a pre-pay period ends, your subscription membership will automatically renew and you will be billed every month at the then current fee to your payment method on file. The monthly Subscription fee is subject to change at our discretion and any such change will be effective for any subsequent renewal Subscription Period. You hereby authorize Chiliarc or our third-party payment processor to charge your payment card for the applicable Subscription fee on a monthly or recurring pre-pay basis until you cancel. The Subscription fees include shipping and limited insurance, covering minor mishaps but not significant damage, loss or theft. Subscription fees are non-refundable except as expressly set forth in these Terms. Taxes may apply on Subscription fees.

ADD-ONS. During any Subscription Period, you may add on the ability to rent additional Rental Add-Ons in addition to your standard Products (each, a “Extra Add-On”) for an additional “Extra Add-On Fee(s)” (as calculated below). You may select the Extra Add-Ons you wish to rent at least one week before the next Subscription Period. The Extra Add-On Fee(s) shall be determined separately for each Extra Add-On and will be displayed on the Chiliarc Site or in email or text message correspondence. The Extra Add-On Fee(s) are subject to change at our discretion. To avoid being charged late fees, you must return the corresponding Extra Add-On(s), together with your regular Product rentals, by the end of the applicable Subscription Period.

PAUSING YOUR MEMBERSHIP. You may pause or cancel your membership at any time before the beginning of the next Billing Period by contacting the Member Concierge at support@chiliarc.com. If you want to pause your membership, you can indicate a specific date on which you want your membership to resume. To successfully pause your account, you must return all Chiliarc Products no later than the last day of the then-current Billing Period. If you fail to return all Chiliarc Products in time, your account will remain active and regular billing for your Chiliarc Subscription will automatically continue. During the Billing Period in which you contact Chiliarc to pause your membership, you will have until seven days before the end of that Billing Period to use your Products for that Billing Period. During the time in which your account is successfully paused, you will not be billed and you will not be eligible for any of the benefits of your Chiliarc Subscription. The first day after the end of your Chiliarc account’s paused period will mark your new Billing Date, and on that day regular billing for your Chiliarc Subscription will automatically resume.

CANCELLING YOUR MEMBERSHIP. There are no refunds to a pre-paid Subscription membership. Your monthly Subscription automatically renews and you will be billed every 30 days. To cancel your monthly membership, email us at support@chiliarc.com. You must return your Products before the end of your current billing period to avoid additional fees. If Chiliarc does not receive your Products by the end of your billing period in which you want to cancel your membership, Chiliarc will charge you 100% of the retail price or value of each Product not returned.

MONTHLY PAYMENT. Unless you cancel your Subscription, it will automatically renew on a monthly or recurring pre-pay basis. You expressly authorize us to collect the applicable Subscription Fee and any taxes, using any payment card on record for you, in connection with any such auto-renewal. You may cancel your Subscription or find out more information about your Subscription, including your monthly or recurring pre-pay renewal date, by contacting support@chiliarc.com. As soon as you cancel, you will not be eligible to receive any additional Products through Subscription. You may continue to keep Products you have already received, but you must return to Chiliarc all such Products on or before the last day of the applicable Subscription Period during which you cancel. If we don't receive your items on time, you will be charged up to 100% of the retail price. You will not be entitled to any refund of subscription fees.
DELIVERY. All deliveries will be through Chiliarc’s shipping partners, which may change from time to time at our discretion. The shipping method used will be at the discretion of Chiliarc. We will provide you with information about estimated delivery and arrival times of Products through the Site or email or text correspondence. The Products we send to you will be professionally cleaned and delivered ready to wear. We professionally clean, sterilize and inspect each Product we send to you, but use of the Products is at your own risk and Chiliarc shall not be held liable for any health-related complaints associated with any Product.

RETURNS. With each shipment of Products we send you, we will include one Return Packaging (which may be our Chiliarc box or garment bag), which you must use to return all of the Products you currently have. You must return the Products to us in order to be eligible to receive the next Subscription Period’s shipment. We will use reasonable efforts to send you new Products promptly upon processing your return, but you acknowledge that as a result of processing and delivery, there will be a delay between your return of Products and receipt of new Products.

RETURN PACKAGING. With delivery of the Product, Chiliarc will provide you with a pre-paid, pre-addressed Chiliarc box or garment bag as well as instructions for your use in returning the Products to Chiliarc (“Return Packaging”). The Chiliarc packaging is not yours to keep. If the Chiliarc packaging is not returned you will be charged a $25 fee (details below under “Lost Return Packaging”).

RECEIPT OF THE PRODUCTS. Upon delivery, you bear responsibility for the Product(s). You acknowledge that a Secure Shipping Address is highly recommended. A “Secure Shipping Address” means a location where an individual can physically receive Product(s). In the event that an un-secure shipping address is provided, Chiliarc does not bear liability for Products left unattended. Furthermore, you acknowledge that providing anything other than a Secure Shipping Address may result in delivery delays and additional delivery fees for which Chiliarc will not be liable. You will be liable for all such delays and additional delivery fees.

USE OF THE PRODUCTS. You agree to treat the Products with great care, as if it was borrowed from your close friend. You are responsible for loss, destruction or damage to the Products due to theft, mysterious disappearance, fire, major stains or any other cause, other than normal wear and tear. Normal wear and tear encompasses minor stains, rips, missing beads, stuck zippers or other minor damage covered by the insurance you paid for with your rental of the applicable Product. If you return a Product that is damaged beyond normal wear and tear, then you agree that we shall charge you, and you shall pay, for the price for repairing or replacing the Product, as determined in our discretion, up to the Retail Value for the Product.

RETURN OF THE PRODUCTS AND ADD-ONS. You agree to return the Products and Add-Ons to Chiliarc in the Return Packaging on or before the return date for the Subscription Period that is identified on the Site or in email or text message correspondence. You must return the Products and Add-Ons by delivering the Product in the Return Packaging to a USPS Post Office located in the United States by 12 p.m. on or before the date that the Product is due. We are not responsible for any personal or other items left in the Products or which are returned to Chiliarc in the Return Packaging. If you believe you have accidentally or otherwise sent us any such items, please contact customer service as soon as possible at support@chiliarc.com. Our staff may assist in attempting to locate such items at a customer’s request, but are not obligated to and assume no liability for doing so.

PAYMENT OF 100% PRODUCT VALUE. Chiliarc will not charge you for more than an amount equal to 100% of the Retail Value plus the Rental Fee, in the aggregate, for any charges arising under this Section, excluding collection costs. If you pay Chiliarc an amount equal to 100% of the Retail Value under this Section and you still possess the Product, the Product is yours to keep, though on an “AS IS” basis without warranty of any kind. For the avoidance of doubt, the limitations of this clause shall not apply to the Subscription Fee, which is charged separately from, and in addition to, any other charges payable by you pursuant to this Section.

LIMITED WARRANTIES. The following are the limited warranties Chiliarc provides in connection with Product rentals. Chiliarc’s liability to you for failure to comply with any of these warranties is limited to timely delivery of Product conforming to the warranties or a refund of the Rental Fee (excluding insurance and delivery charges) as determined by Chiliarc.

PAYMENT FAILED. If your payment does not clear during a specific term, you will have one month from the failed billing date to update your billing information and remain an active member. During this one-month term, you will still have access to any outstanding rentals from previous months, but you will not be issued a new rental until your monthly payment has cleared. If you check out during this period, you will be required to update your billing information, and we will retry your monthly payment at that time. If your payment clears within this 30-day term, your Subscription will become active and you will be billed on that same date every month at the rate at which you signed up for the Subscription.

INACTIVE. If your payment has failed for a full term, you will become an “inactive” (Canceled, Payment Failed >30 days) member of the program and will lose all benefits, including access to membership pricing and any unredeemed rentals from previous months. To resume your membership, you must reach out to us at support@chiliarc.com. You will be responsible for paying the remainder of your outstanding balance.

CORPORATE SUBSCRIPTIONS. If you Subscribe through a corporate partnership with your employer, you are subject to our Terms of Service, including without limitation the terms detailed above. Chiliarc will charge you a monthly subscription fee that will automatically renew and you will be billed every 30 days to your payment method on file. After your subsidized corporate subscription ends, your membership automatically renews and you will be billed every 30 days at the full monthly amount thereafter to your payment method on file. To cancel your monthly membership, email us at support@chiliarc.com. You must return your Products before the end of your current billing period to avoid additional fees. If Chiliarc does not receive your Products by the end of your billing period in which you want to cancel your membership, Chiliarc will charge you 100% of the retail price or value of each Product.

CHANGES TO SUBSCRIPTIONS. Chiliarc reserves the right to add, remove or modify subscription program benefits at any time, but we will use reasonable efforts to notify you of any material changes. In the event of any such material change, you may cancel your subscription immediately upon notice to us, and we will give you a prorated refund for the remainder of your current subscription period. Any increases in fees that we introduce will apply to subsequent subscription renewal periods. YOUR CONTINUED PROGRAM SUBSCRIPTION AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES.


C. Sales
The following additional conditions apply to the sale of any Product.

PRODUCTS ARE USED; ALL SALES ARE FINAL AND “AS IS.” You acknowledge and agree that only those Products designated by us on the Site as available for purchase are eligible for purchase by you. Chiliarc will professionally clean and inspect the Products before they are delivered to you. However, all Products are sold on an “as is” basis, without any warranty whatsoever, and all Product sales are final.

PURCHASE PRICE. The purchase price (“Purchase Price”) for the Products will be the purchase fee and delivery charges, if applicable, listed on the Site or email or text message correspondence in connection with your purchase of the Products. Purchase Price is as listed on the Chiliarc website, or email or text message correspondence at the time of purchase, and is subject to change. Chiliarc reserves the right to alter Purchase Price, discount, or availability of any particular item at its discretion and without notice. Upon your purchase order for a Product, you hereby authorize Chiliarc to charge your payment card for the Purchase Price. We will charge your payment card the amount of the Purchase Price immediately upon your purchase order. Purchase Prices exclude all federal, state and local taxes, GST, fees, customs, duties, levies and other governmental assessments, all of which shall be paid by you directly or, if paid by Chiliarc, shall be paid by you to Chiliarc in connection with your purchase order. Purchase orders are final and cannot be cancelled.

D. Gift Cards
I. GENERAL CONDITIONS
The following additional terms and conditions apply to the sale, use and redemption of Chiliarc gift cards and electronic-only “digital” gift cards and gift credits (collectively, “Gift Cards”). Purchase and use of a Gift Card constitutes acceptance of these terms. In addition to the terms in this Section the purchase, use and redemption of Gift Cards is considered part of the Services subject to these Terms generally.

II. REDEMPTION AND USE.
Gift Cards may be purchased online or through participating locations and partners. Gift Cards are redeemable only for eligible services and merchandise through https://www.chiliarc.com.

Limits may apply to Gift Card redemption and use. A Gift Card cannot be used to purchase other Gift Cards. When a Gift Card is redeemed, the value of the rental or purchase plus any shipping/handling fees and sales tax will be deducted from the currently available Gift Card balance.

III. ADDITIONAL TERMS FOR DIGITAL GIFT CARDS.
Digital gift cards are only issued electronically; no physical card will be provided. The digital gift card number will be delivered to the recipient’s email address that purchaser provides at time of purchase of the digital gift card. Purchaser is responsible for providing an accurate and deliverable recipient email address. Recipient will usually receive a digital gift card via email within 24 hours, or on the delivery date the purchaser chooses. Digital gift cards may be redeemed by providing the digital card number at the time of checkout online.

IV. EXPIRATION AND FEES.
The Gift Cards do not expire, and are not subject to any fees. Gift Cards are not redeemable or exchangeable for cash (except as required by law). Gift Cards cannot be reloaded and are not refundable. Gift Cards cannot be transferred for value.

V. LOST, STOLEN, OR DAMAGED CARDS; UNAUTHORIZED USE.
You should treat your Gift Card like cash and protect it accordingly. Title to and risk of loss for Gift Cards passes to the purchaser upon sale. Chiliarc reserves the right to refuse to accept Gift Cards that Chiliarc believes were fraudulently obtained.
Chiliarc is not responsible if a Gift Card is lost, stolen, destroyed, damaged, or used without permission. Gift Cards will be replaced if lost, stolen or damaged only with proof of purchase and only for the value shown on Chiliarc’s records. Chiliarc is not responsible if your Gift Card is used without your permission.

VI. LIMITATION OF LIABILITY.
IN ADDITION TO THE LIMITATIONS OF LIABILITY STATED, IN THE EVENT THAT Chiliarc IS FOUND LIABLE TO YOU FOR A CLAIM ARISING FROM A GIFT CARD, YOUR SOLE REMEDY WILL BE TO RECOVER ACTUAL AND DIRECT DAMAGES WHICH SHALL NOT EXCEED THE LAST BALANCE HELD ON YOUR GIFT CARD.

VII. CUSTOMER SERVICE; CHECK BALANCE.
For assistance or to check Gift Card balance, email support@chiliarc.com.




3. Changes to the Company

CHANGES TO AND TERMINATION OF Chiliarc. As Chiliarc is a beta program, we reserve the right to modify Subscriptions (including the Subscription Fee) or terminate Subscriptions or your Subscription at our sole discretion without prior notice. If we terminate your Subscription, we will provide you with, as determined in our sole discretion, a prorated refund for the remainder of your current applicable subscription, , in accordance with these Terms. However, we will not give any refund for termination related to conduct that, in our discretion, violates any terms set out in these Terms or any applicable law. Prior to the end of the Subscription Period, you must also return to Chiliarc all Products you have received.

FAILURE TO PAY FEES. We reserve the right to pursue any amounts you fail to pay in connection with any subscription program in accordance with these Terms.

TERMINATION. We may terminate any of the Subscription programs, or your membership in any of these programs, at any time. However, we will not give any refund for termination related to conduct that, in our discretion, violates any terms or conditions set out in these Terms or any applicable law.

4. Use of the Services

A. Chiliarc Content
CONTENT PROVIDED “AS IS.” All content and information available through the Services, including but not limited to product descriptions and specifications, product photos, advice from stylists and photos and comments from other users (“Chiliarc Content”) is available to you on an “as is” basis and is to be used for general information purposes only. Such information is provided on a blind-basis, without any knowledge as to your identity or specific circumstances. The Chiliarc Content is provided with the understanding that such information does not constitute professional advice or services. As such, you agree not to rely upon or use any Chiliarc Content as a substitute for consultation with professional advisors. As used in these Terms, the Services include the Chiliarc Content.

UPDATES. We may update the Chiliarc Content, including Product descriptions and specifications, as we deem appropriate and without notice to you. If you have any questions about the existence of more current information, please send those questions to support@chiliarc.com. We take your questions and requests for information seriously, and we will use reasonable efforts to respond in a timely manner. However, we cannot guarantee a prompt response in all cases.

B. Third Party Content

LINKS TO THIRD-PARTY WEBSITES. The Services may contain links or references to non-Chiliarc websites, products, services or other materials or content (“Third Party Content”). This Third Party Content is provided to you as a convenience, and Chiliarc is not responsible for any Third Party Content or the actions of those that provide or use such Third Party Content. Any Third Party Content is independent from Chiliarc, and Chiliarc has no control over the Third Party Content. In addition, a link to any Third Party Content does not imply that Chiliarc endorses, approves of or accepts any responsibility for the Third Party Content or its provider, or vice versa.

C. Acceptable Use Policy

USE OF Chiliarc CONTENT. No part of the Services, including the Chiliarc Content, may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording, except that Chiliarc authorizes you to view, copy, download, and print Chiliarc Content (such as press releases and FAQs) that is available on the Site, provided that: (a) you use the Chiliarc Content solely for your personal, noncommercial, informational purposes; (b) you do not modify the Chiliarc Content; and (c) you do not remove any copyright, trademark, and other proprietary notices on the Chiliarc Content.

USE OF THE SERVICES. You may not use the Services to: (i) transmit any content, information or other materials that are, or which Chiliarc considers in its sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, obscene, lewd, lascivious, violent, harassing or otherwise objectionable, including without limitation expressions of bigotry, prejudice, racism, hatred or profanity; (ii) sell or promote any products or services, including any controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages; (iii) introduce viruses, worms, Trojan horses and/or harmful code; (iv) display material that exploits children under 18 years of age; (v) post any content, information or other materials that infringe, misappropriate or violate any intellectual property or other right of any third party; (vi) promote or solicit any business or promote, solicit or participate in multi-level marketing or pyramid schemes; impersonate any other person, including but not limited to, a Chiliarc representative; (vii) post, collect or disclose any personally identifying information (including account names) or private information about children or any third parties without their consent (or their parent's consent in case of a child under 13 years of age); (viii) post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests; or (ix) violate any applicable local, state, national or international laws or regulations.

You also agree that you will not (and will not attempt to or permit any third party to): reverse engineer, decompile, disassemble, translate, derive the source code for, interfere with, rent, sell or lease the Services, any part thereof or access thereto.

INDEMNIFICATION FOR BREACH. By using the Services, you agree to indemnify, hold harmless and defend Chiliarc and its officers, directors, agents and affiliates from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that is based on your use of the Services in violation of these Terms.

D. Your Content

If you post, upload or make available to Chiliarc or the Services, or otherwise submit to or through Chiliarc as part of your use of the Services, including the Site or email or text messages, any information, data, text, images, files, links, software, chat, communication or other materials, including but not limited to photos and reviews relating to your use of the Products (“Your Content”), you hereby grant to Chiliarc a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit Your Content and your name, image, voice, likeness and/or other biographical information or material in connection with Your Content, in whole or in part, in all media formats and distribution methods now known or hereafter devised (including on the Site, in email and other promotional campaigns and on third party sites promoting the Services) in connection with the Services, including but not limited to advertising, promoting, and marketing the Services, all without further notice to you, with or without attribution, without limitation as to frequency, and without the requirement of any permission from or payment to you or to any other person or entity. You waive any right to inspect or approve any of Your Content or any use of Your Content. By submitting Your Content, you represent and warrant that Your Content and your communication thereof conform to these Terms and that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize Chiliarc to exploit, Your Content in all manners contemplated by these Terms. You waive all moral rights in Your Content which may be available to you in any part of the world and confirm that no such rights have been asserted. None of Your Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Your Content.

E. Your Account

Access to parts of the Services requires the creation of a user account, including a user name and password that you choose upon registration. You are solely responsible and liable for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your account information and all use or charges incurred from use of the Services with your account. You agree to notify Chiliarc promptly of any unauthorized use of your account or password.

F. Delays

There may be delays, omissions, or inaccuracies in the Services, including the Chiliarc Content. The Service may become unavailable due to maintenance or malfunction of computer equipment or other reasons.


5. INTELLECTUAL PROPERTY

A. Ownership of the Services

The Services, including the Chiliarc Content, including all intellectual property rights in and to the Services and any changes, modifications or corrections thereto, are the property of Chiliarc and its affiliates and licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, “Chiliarc” and the Chiliarc logo are copyrighted by Chiliarc, Inc., under the applicable laws of the United States and/or other countries. Other Chiliarc product or service names or logos appearing on or through the Services are either trademarks or registered trademarks of Chiliarc and/or its affiliates. All other product names are trademarks or registered trademarks of their respective owners. Chiliarc and its affiliates and licensors reserve all rights in and to the Services not granted expressly in these Terms.

Nothing shall be construed as granting to you, by implication, estoppel, or otherwise, any license or right to use the Services or any Chiliarc Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with the prior written permission of Chiliarc or such third party that may own such Chiliarc Content.

B. Services License

Subject to your compliance with these Terms, Chiliarc grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial purposes.

C. Feedback

By sending us any feedback, ideas, suggestions, documents or proposals (“Feedback”), you grant to us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute, sublicense and otherwise exploit the Feedback, and you waive all moral rights in the Feedback which may be available to you in any part of the world and confirm that no such rights have been asserted. You represent and warrant that the Feedback does not contain any confidential or proprietary information of any third party, and that Chiliarc may use your Feedback without restriction or obligation to you or any third party.

D. Notice and Take Down Procedures; Copyright Agent

If you believe any Chiliarc Content infringes your copyright, you may request removal of those materials (or access thereto) by contacting Chiliarc’s copyright agent and providing the following information: identification of the copyrighted work that you believe to be infringed, including a description of the work, and where possible a copy or the location (e.g., URL) of an authorized version of the work; identification of the material that you believe to be infringing and its location, including a description of the material and its URL or any other pertinent information that will allow us to locate the material; your name, address, telephone number and e-mail address; a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; a statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf; and a signature or the electronic equivalent from the copyright holder or authorized representative.
Chiliarc’s agent for copyright issues relating to the Services is email address: support@chiliarc.com

In an effort to protect the rights of copyright owners, Chiliarc maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Services who are repeat infringers.


6. TERMINATION

A. Termination By You
You may deactivate your account and discontinue your use of the Services at any time. In order to deactivate your account, please contact us at support@chiliarc.com. You understand that Your Content may continue to exist and be used on or through the Service even after such deactivation.

B. Termination By Chiliarc
Any violation of these Terms may result in suspension or termination of your access to the Services and/or removal of Your Content. Chiliarc may also terminate your account if Chiliarc determines that your conduct poses a risk or liability to Chiliarc, or for any other reason as determined by Chiliarc in its sole discretion.

C. Effects of Termination
In each of these cases, the Terms will terminate, including your license to use the Services, except that the following sections shall continue to apply: Collections, Rental Fee, Late Fees, Lost Return Packaging, Failure to Pay Fees, Acknowledgment, including the mandatory arbitration and class-action waiver provisions.

7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

A. Limited Warranties
The limited warranties set out in Section 2 for rentals apply only to you and may not be assigned, sold or transferred to any third party. No other warranties are granted by Chiliarc in connection with the Services or Products. The limited warranties shall not apply to any matters arising from your violation of these Terms.

Your sole and exclusive remedy and Chiliarc’s sole and exclusive liability for a breach by Chiliarc of the limited warranties set out in Section 2 shall be, at Chiliarc’s option, Chiliarc’s use of its commercially reasonable efforts to replace the non-conforming Product in a timely manner or a refund of your Rental Fee, as applicable (excluding insurance and delivery charges).

B. Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTIES SET OUT IN SECTION 2(B), THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR USE. SPECIFICALLY, BUT WITHOUT LIMITATION, Chiliarc DOES NOT WARRANT THAT: (I) THE SERVICES, INCLUDING THE Chiliarc CONTENT, ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) DEFECTS WILL BE CORRECTED, (IV) THE SERVICES OR THE SERVER(S) THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THE PRODUCTS WILL BE FIT FOR YOUR INTENDED PURPOSE OR OTHERWISE ACCORD WITH YOUR EXPECTATIONS. THIS DISCLAIMER DOES NOT APPLY WHERE OTHERWISE PROHIBITED BY LAW.

C. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL Chiliarc BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SERVICES AND/OR THE PRODUCTS, EVEN IF Chiliarc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY WHERE OTHERWISE PROHIBITED BY LAW.

8. DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER
This Section 8 includes an arbitration agreement and an agreement that all claims will be brought either in arbitration or in small claims court and, in either case, only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.

A. Informal Process First
Both you and Chiliarc agree that in the event of any dispute between us, you and Chiliarc will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution.

B. Mandatory Arbitration of Disputes
All disputes between you and Chiliarc will be resolved by BINDING ARBITRATION. YOU HEREBY AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator, NOT a judge or jury. You agree that any dispute arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement or concerning the performance or obligations of Chiliarc or you, shall be resolved by mandatory and binding arbitration submitted to JAMS in accordance with its Commercial Arbitration Rules at the request of either Chiliarc or you pursuant to the following conditions:

(a) Place of Arbitration Hearings. Unless you elect to conduct the arbitration by telephone or written submission, an in-person arbitration hearing will conducted at a JAMS facility in your area or at a JAMS facility in Washington, DC.

(b) Selection of Arbitrator shall be made pursuant to JAMS’ Streamlined Arbitration Rules & Procedures or JAMS’ Comprehensive Arbitration Rules & Procedures, depending on the amount of the claim as specified herein.

(c) Conduct of Arbitration. The arbitration shall be conducted by a single neutral arbitrator under JAMS’ Streamlined Arbitration Rules & Procedures. For claims exceeding $5,000.00, the arbitration shall be conducted under JAMS’ Comprehensive Arbitration Rules & Procedures Subject to the applicable JAMS procedure, the arbitrator shall allow reasonable discovery in the forms permitted by the Federal Rules of Civil Procedure, to the extent consistent with the purpose of the arbitration. The arbitrator(s) shall have no power or authority to amend or disregard any provision of this section or any other provision of these Terms of Service, except as necessary to comply with JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitration hearing shall be commenced promptly and conducted expeditiously. If more than one day is necessary, the arbitration hearing shall be conducted on consecutive days unless otherwise agreed in writing by the parties.

(d) Findings and Conclusions. The arbitrator(s) shall, after reaching judgment and award, prepare and distribute to the parties written findings of fact and conclusions of law relevant to such judgment and award and containing an opinion setting forth the reasons for the giving or denial of any award. The award of the arbitrator(s) shall be final and binding on the parties, and judgment thereon may be entered in a court of competent jurisdiction.

(e) Costs and Fees. You will be subject to a $250 filing fee to initiate an arbitration. To the extent permitted by JAMS procedures, each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration, with Chiliarc remaining responsible for its share of costs, expenses and fees plus any costs, expenses and fees required of it under JAMS procedures.

(f) Litigation. The Federal Arbitration Act and federal arbitration law apply to this Agreement. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy). We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

(g) Other. The Federal Arbitration Act and federal arbitration law apply to these Terms and Conditions.

C. Class Action Waiver
The parties expressly waive any ability to maintain any class action in any forum. Any arbitration, claim or other proceedings by or between you and Chiliarc shall be conducted on an individual basis and not in any class action, mass action, or on a consolidated or representative basis. You further agree that the arbitrator shall have no authority to award class-wide relief or to combine or aggregate similar claims or unrelated transactions. You acknowledge and agree that this agreement specifically prohibits you from commencing arbitration proceedings as a representative of others. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

9. MISCELLANEOUS

JURISDICTIONAL ISSUES. Chiliarc makes no representation that the Services are appropriate or available for use outside the United States. Those who choose to access the Services or any part thereof from outside the United States do so at their own risk and are responsible for compliance with applicable local laws. The Services may contain references or cross references to products or services that are not available or approved by the appropriate regulatory authorities in your country. Such references do not imply that Chiliarc intends to announce or make available such products or services to the general public, or in your country. Contact Chiliarc at support@chiliarc.com to determine which products and services may be available to you.

EXPORT LAWS. The laws of the United States of America prohibit the export of certain software and data to particular persons, territories, and foreign states. You agree not to export the Services, including the Chiliarc Content, or any part thereof, in any way, in violation of United States law.

GOVERNING LAW AND VENUE. These Terms are governed and interpreted pursuant to the laws of the State of Virginia, notwithstanding any principles of conflicts of law. Any disputes in connection with these Terms that, notwithstanding the mandatory arbitration provision we have agreed to above, results in court action, shall be resolved exclusively by a state or federal court located in Virginia, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non conveniens.

ENTIRE AGREEMENT. These Terms are the entire agreement between you and Chiliarc relating to the subject matter herein and shall not be modified except by Chiliarc in accordance with these Terms, or as otherwise agreed in writing by you and Chiliarc. No employee, agent or other representative of Chiliarc has any authority to bind Chiliarc with respect to any statement, representation, warranty or other expression not specifically set forth in these Terms.

SEVERABILITY AND WAIVER. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The preceding sentence does not apply to New Jersey residents or transactions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

ASSIGNMENT. You may not assign or transfer these Terms or any of your rights or obligations under these Terms. Chiliarc may assign these Terms at any time without notice to you.

FORCE MAJEURE. Chiliarc will not be liable for, or be considered to be in breach of these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond Chiliarc’s reasonable control.

CONTACT INFORMATION. Please send any questions or comments, or report violations of these Terms, to Chiliarc at support@chiliarc.com.

10. Nominate a Chiliarc Program
Chiliarc may, at any time, terminate, alter or modify the Nominate a Chiliarc Program and/or these terms and conditions without any further obligations. We will provide written notice(s) via email or a notice will be posted on chiliarc.com should we terminate, alter or modify the Nominate a Chiliarc Program and/or these terms and conditions. “Terms and conditions” shall refer to these terms and conditions, as they are modified by Chiliarc in its sole and absolute discretion.

A. How to Participate in the Nominate a Chiliarc Program as an Advocate
The Nominate a Chiliarc Program is open to all Advocates and Referrals (as defined below) who reside in the U.S. and are at least eighteen (18) years or older at the time of participation. No purchase is necessary to join or participate in the Nominate a Chiliarc Program. By joining and participating in the Nominate a Chiliarc Program, you represent that you agree to these terms and conditions.

To become an advocate for Chiliarc (an “Advocate”, “You” or “Your”), go to [https://www.chiliarc.com/share] and, using the format(s) provided, nominate your friends and family (your “Referrals”) to use a discount code (the “Discount”) to Subscribe at chiliarc.com (each, an “Invitation”) . Only Referrals who have not previously Subscribed (as determined by Chiliarc in its sole discretion): (a) qualify to use the discount code provided in Your Nomination; and/or (b) will receive an email Invitation if you select the email Invitation format provided. The Invitation will identify You (including Your email address) as the Advocate who nominated such Referral to Chiliarc, and will include a Discount in the amount of $50.00 off a three (3) month Subscription at chiliarc.com. If You send the Invitation using any format provided other than the email format provided, your Referral will be required to provide his/her email address before being able to use the Discount received from You. In addition to email match, Chiliarc reserves the right, and may employ other techniques, to confirm that your Referral has not previously made a purchase with Chiliarc.

The Discount provided to Your Referral will expire within fourteen (14) days of the date it was sent to him/her, and the Invitation will indicate the expiration date in the Invitation. If the invitation is made via the social media format provided by Chiliarc, Your social media post might remain on the social media platform indefinitely however the Discount may expire and/or change at any time in Chiliarc’s sole discretion.

Seven (7) days after Your qualifying Referral uses the Discount You will receive an email from Chiliarc with a coupon for the Discount on Your next Subscription at chiliarc.com (a “Nomination Reward”). Your Nomination Reward will expire on the date designated on such coupon. A current, valid email address must be on record for You in order for You to be eligible to receive the Nomination Reward.

You may invite up to 500 Referrals to join the Nominate a Chiliarc Program, however you are limited to use of a maximum use of 100 Nomination Coupons or a total of $2,000.00 in savings, collectively, whichever comes first. Advocates may only provide each email address and each Referral one time. You may not use spam or send unsolicited emails to persons with whom You do not personally know or have direct, voluntary two­-way communications. You may not collect referrals by posting the invite other than as expressly permitted in these Terms and Conditions. In addition, You may not post Your unique link on any of Chiliarc’s social media sites. Chiliarc and its affiliates’ employees and franchisees (and their spouses/domestic partners) are not eligible to participate in the Chiliarc Refer a Friend program.

EACH REFER A FRIEND COUPON WILL EXPIRE ON THE DATE DESCRIBED.

C. Non-Qualifying Items. Nominate a Chiliarc Program Coupons and/or Discounts received by Referrals may not be redeemed on the following: sales tax, shipping, donations, or purchases of gift cards/coupons. Other exclusions may apply. Chiliarc may add or delete non-qualifying items in Chiliarc’s sole and absolute discretion.

D. General Terms
Nominate a Chiliarc Coupons have no cash value and are non­transferable. Lost, stolen or destroyed Coupons will not be replaced. Chiliarc is not responsible for communication errors, including distribution of Nominate a Chiliarc Coupons and/or Discounts, due to a change of email address or other changes in contact information. Other restrictions or exclusions may apply.

Nominate a Chiliarc Coupons and Discounts have no cash value and are nontransferable. Lost, stolen or destroyed Coupons and Discounts Codes will not be replaced. In all matters relating to the administration of the Nominate a Chiliarc Program, the decisions of Chiliarc shall be final. Chiliarc reserves the right, at its sole discretion and without prior notice, to suspend, change or terminate the program, in whole or in part; to modify, limit or suspend the use of or referral discounts in any respect; to modify or change redemption procedures, including the savings required for particular reward. In addition, Chiliarc reserves the right to cancel your Nominate a Chiliarc Coupon and/or offer code if you, in Chiliarc’s sole discretion, violate any of these terms and conditions or any applicable law, earn the coupon via deception, forgery, fraud, or commit any other abuse of the Nominate a Chiliarc Program. Chiliarc may make these changes even though the changes may affect the value of discounts already accumulated at any time.

E. How to Contact the Nominate a Chiliarc Program
By e­mail: support@chiliarc.com

F. Marketing. The information you provide as a member of the Nominate a Chiliarc Program will be managed by Chiliarc as described in Chiliarc’s Privacy Policy.

By participating in the Nominate a Chiliarc Program, you to agree to receive advertising, marketing materials and other communications from Chiliarc. You may opt out of receiving these emails by clicking on the opt out on the bottom of any of the emails and following the instructions.

G. Limitation of Liability. Chiliarc SHALL NOT BE LIABLE FOR ANY CLAIMS, ACTIONS, INJURY, LOSS OR DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM THE NOMINATE A Chiliarc PROGRAM. THIS LIMITATION OF LIABILITY IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; LOSS OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT Chiliarc HAS NOT MADE AND IS NOT IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION, OR GUARANTEE, STATUTORY, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE), IN FACT OR IN LAW, RELATIVE TO THE NOMINATE A Chiliarc PROGRAM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Chiliarc DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO Chiliarc.COM AND Chiliarc SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATED THERETO. THIS PARAGRAPH SHALL NOT APPLY TO NEW JERSEY RESIDENTS OR TRANSACTIONS OR WHERE OTHERWISE PROHIBITED BY LAW.

Advocates may be personally liable for civil and/or criminal penalties under applicable law.

H. Governing Law and Venue. The Nominate a Chiliarc Program will be governed and interpreted pursuant to the laws of Virginia, notwithstanding any principles of conflicts of law. Any disputes in connection with these Terms that, notwithstanding the mandatory arbitration provision we have agreed to above, results in court action shall be resolved exclusively by a state or federal court located in Virginia, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non conveniens.

You and Chiliarc agree that the Mandatory Arbitration and Class-Action Waiver provisions as set forth in Paragraph 8 above apply to the Nominate a Chiliarc Program and are incorporated into this paragraph by reference as if fully set forth herein. 

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