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End-User License Agreement

Grant of License
Unpermitted Use
PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS
Warranty Disclaimer
Limitation of Liability
Privacy
User Contents
Third-Party Content
Third-Party Components and Software
Termination and Survival
Miscellaneous

Last Updated: May 1, 2024

IMPORTANT NOTICE TO USERS:

 

Please read this End-User License Agreement carefully before clicking the “I Agree” button, downloading or using the application or kiosk system provided by Check the Chip, Inc. (the “Company”). 

 

Below is our End-User License Agreement (the “Agreement) of our products and services, including, without limitation, trial or/and demonstration versions, website services, apps, software applications, or other services, between you (an individual or entity), hereinafter collectively referred to as “User,” and the Company. Read the terms and conditions of this agreement carefully before installing, accessing, or commencing use of the Company’s software and services. The License granted hereunder is conditioned upon your acceptance of the terms set forth herein. By clicking the “I Agree” button, downloading or using the application, you are agreeing to be bound by the terms and conditions of this agreement. If you do not agree to the terms of this agreement, do not click on the “I Agree” button and do not download or use the application or the kiosk system. The Company reserves the right to update or change the Agreement at any time at our sole discretion. Your continued use of the Company’s products or services following any change to the terms indicates your acknowledgement of such changes and agreement to be bound by the modified terms of this Agreement. If at any time you do not agree to the terms of this Agreement, you must cease your use of any of the Company’s products or services.

Jump to Section:

  1. Grant of License

  2. Unpermitted Use

  3. PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS

  4. Warranty Disclaimer

  5. Limitation of Liability

  6. Privacy

  7. User Contents

  8. Third Party Content

  9. Third-Party Components and Software

  10. Termination and Survival

  11. Miscellaneous

 

1. Grant of License

The Company hereby grants to User a non-exclusive, non-transferable, and non-assignable license (the “License”) to access and use certain AI web services, applications, and widgets known as “Check the Chip” for providing a chip detection system that consists of digitals tools including but not limited to applications, kiosks, database, and systems and information about specific pets for the sole purpose of demonstration, evaluation, trial, and use for User’s own personal or business purposes (collectively, the “Product”), subject to the terms and conditions of this Agreement. Both the Company and User may be individually referred to as “Party” and collectively referred to as “Parties” throughout this document. 

 

2. Unpermitted Use

All individual Users must be at least thirteen (13) years old to access and use the Product. By accepting this Agreement, the User represents and warrants that he or she is at least 13 years old at the time he or she first starts accessing the Product.

 

User will not disassemble, decompile, attempt to “reverse engineer,” or otherwise use the Product for any purposes other than those which are permitted by the Company (collectively “Unpermitted Use”), nor shall User permit any other person to engage in any Unpermitted Use. User will make reasonable efforts to prevent such Unpermitted Use, and User will advise its employees and agents who are permitted access to the Product of the restrictions upon such Unpermitted Use contained in this Agreement. User will be liable for any Unpermitted Use by its employees or agents. User agrees not to, and not to permit others to, directly or indirectly (a) reverse assemble, reverse compile, or otherwise reverse engineer or attempt to derive the source code of all or any part of the Product; (b) copy, modify, translate, alter, change, or collect information that can be used to create derivative works of all or any part of the Product; or (c) download, copy, or collect information that could be used to copy all or any part of the Product, or access or use all or any part of the Product for any purpose other than for the evaluation, demonstration, or permitted use of the Product.

3. Proprietary and Intellectual Property Rights

The contents, documents, information, materials, organization, graphics, design, compilation, digital conversion, and the ideas, procedures, processes, systems, methods, and concepts embodied within the Product or related in any way to the Product shall be the copyrights, trademarks, trade secrets, and/or other proprietary or intellectual property rights of the Company. The License is not a sale of a copy, redistribution, use, or publication of the Product (except for the sole purpose of using for the permitted use as set forth in Section 2) and does not render User the owner of such copy, restriction, use, or publication of the Product. Ownership of the Product and all related components and technologies shall at all times remain with the Company, regardless of who may be deemed the owner of the tangible media in or on which the Product may be copied, encoded, or otherwise fixed.

 

4. Warranty Disclaimer

USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE PRODUCT AND ANY THIRD-PARTY SOFTWARE DOWNLOADED AND INSTALLED BY USER IS AT USER’S SOLE RISK. THE PRODUCT PROVIDED HEREUNDER IS PROVIDED “AS IS,” WITHOUT WARRANTIES OR PROMISES, WHETHER EXPRESS OR IMPLIED, OR BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE. THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF SUCH PRODUCT (IF ANY) SHALL BE WITH USER. THERE IS NO REPRESENTATION OR WARRANTY HEREIN AGAINST INTERFERENCE WITH USER’S ENJOYMENT OR AGAINST INFRINGEMENT. COMPANY AND ITS AFFILIATES DISCLAIM ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PRODUCT AND THIRD-PARTY SOFTWARE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR THAT USER’S USE OF THE PRODUCT WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. USER ACKNOWLEDGES THAT NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY THIRD-PARTY LICENSORS HEREIN.

5. Limitation of Liability

IN NO EVENT WILL THE COMPANY BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, LOST PETS, DEATH, SICKNESS, OR INJURY OF ANY PERSON OR PETS, OR OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY THE COMPANY, WHETHER THE PRODUCT OR ANY THIRD-PARTY SOFTWARE, UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANYTHING CONTRARY HERETO, THE AGGREGATE LIABILITY OF THE COMPANY UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY THE COMPANY UNDER THIS AGREEMENT SHALL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID BY USER TO THE COMPANY UNDER THIS AGREEMENT.

 

6. Privacy

The Company’s Privacy Policy describes how the Company handles the information User provides when User uses the Company’s Product and any related services. User acknowledges and agrees that, through the use of the Product, User consents to such collection and use as set forth in the Privacy Policy of this information as incorporated herein.

 

7. User Contents

In connection with User’s use of the Product, User may acquire or obtain access to other user content such as information, text, links, graphics, photos, image, audio, video, or other materials or arrangements of material shared, uploaded, posted, created, or otherwise provided by User on the Company’s various platforms or any part of the Product, including User comments, chats, likes/dislikes, and other communications (“User Content”). User should provide User Content that he or she is comfortable sharing with others, and each User shall be responsible for ensuring that any User Content he or she provides is in compliance with all applicable laws, rules, and regulations. All User Content is the sole responsibility of the person who originated such User Content. In any event, User may not provide offensive, harmful, inaccurate, deceptive, misleading, confusing, unlawful, defamatory, promotional, untruthful, violent, threatening, abusive, hateful, harassing, hacking, repetitive, confidential, or otherwise inappropriate User Content. The Company cannot continuously monitor and moderate all User Content and therefore, it cannot take responsibility for such User Content. However, the Company reserves the right to remove Content that violates this Section and suspend or permanently ban the User who provided it. Any use or reliance on any User Content appearing on the Product or other services is at User’s owner risk. The Company does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content, nor does the Company endorse any opinions expressed by User.

 

8. Third-Party Content

In connection with User’s use of the Product, User may acquire or obtain access to third-party services, including internet or mobile services and any website that is not operated by Company (“Third-Party Services”). The Company shall not be responsible for examining or evaluating the content or accuracy of any Third-Party Services and shall not be liable for any such Third-Party Services. User shall use the Third-Party Services at his/her/its sole risk, and shall be responsible for ensuring that the Third-Party Services (including, without limitation, computer systems, internet connectivity, and cellular services) with which User chooses to operate the Product meets Company's minimum requirements, including, without limitation, the processing speed, memory, and the availability of dedicated internet access required for the Product, and that User and its authorized use of such Third-Party Services with the Product is not in violation of any licenses, terms, conditions, laws, rules and/or regulations regarding the use of such Third-Party Services. The Company reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on any Third-Party Services at any time without notice or liability to User.

 

9. Third-Party Components and Software

"Third-Party Components" means software and interfaces licensed by the Company from a third party for incorporation into a Company software product and distributed as an integral part of the Company software product under a Company brand but does not include Third-Party Software.

 

"Third-Party Software" means standalone software applications proprietary to a third party that are provided by the Company or its authorized distributors bundled with, or separately for use with, the Product.

 

Without limiting the foregoing, the Product may include Third-Party Components, and Third-Party Software may be provided from time to time in conjunction with the Product. User’s use of the Third-Party Components and Third-Party Software (including any updates or upgrades thereto) may be subject to separate or additional terms and conditions. These separate or additional terms and conditions, if any, will be made available in a text file accompanying the Software and/or, in the case of Third-Party Software, may be made available when User uses or installs the Third-Party Software for the first time. With respect to Third-Party Software provided to User by the Company, the Company is only able to provide such software with User’s understanding, acknowledgment, and agreement that such software is (a) provided as a convenience to User only; and (b) if it is not accompanied by a separate software license, it is subject to the terms and conditions of this Agreement as though it were Product, except that in all cases it is provided by the Company "AS IS" and "AS AVAILABLE" with no express or implied conditions, endorsements, guarantees, representations, or warranties. If User wishes to obtain Third-Party Software on other terms, User should acquire such Third-Party Software directly from its suppliers. In no event shall such separate license agreements or additional terms and conditions between User and the supplier be binding on the Company or impose any additional obligations, or obligations inconsistent with the terms of this Agreement, upon the Company whatsoever. To the extent that any particular Third-Party Component is covered by additional terms and conditions that provide User with rights to use, copy, distribute, or modify all or part of such Third-Party Component more broadly than the rights afforded to User under this Agreement for the Product then, solely to such extent, User may exercise such broader rights without breaching the terms of this Agreement for the remainder of the Product for which User obtained the benefit of such broader rights.

 

10. Termination and Survival

The Agreement is effective for thirty (30) days subject to automatic renewal while the Product is under an eligible payment plan or otherwise authorized by the Company at its sole discretion. Notwithstanding anything contrary hereto, the Company may suspend or terminate the License upon notice of failure to comply with any terms of this Agreement and the Privacy Policy. Upon the suspension or termination, User must immediately cease all use of the Product and destroy, dispose, or return the Product, including all copies, adaptations, and merged portions in any form. The provisions of Sections 4, 5, 6, 7, 8, 9, and 11 of this Agreement shall survive the termination for any reason.

 

11. Miscellaneous

(a) Entire Agreement; Amendment.

This Agreement, the Privacy Policy, and other terms or agreements accepted or executed by the Parties for the use of the Product contains all of the terms and conditions of use of the Product and supersedes any prior understandings or agreements, whether oral or written, between the Parties. Each Party represents and warrants to the other that he/she/it is not relying on any representations made before or outside of the above-described agreements and documents. This Agreement may be amended, modified, or updated by the Company at any time at its sole discretion with or without a prior notice.

 

(b) Severability.

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

 

(c) Governing Law; Jurisdiction. 

These terms and conditions are governed by and construed in accordance with the laws of the State of California and User irrevocably submits to the exclusive jurisdiction of the federal or state courts located in the county in California where the Company is located, for resolution of any dispute arising from this Agreement.

 

(d) Export.

The Product may be subject to US export control law, including the United States Export Administration Act and its associated regulations. User shall not, directly or indirectly, export, re-export, or release the Product to, or make the Product accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Product available outside the United States.

 

(e) Force Majeure.

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, including the Company’s duty to provide the Product to User, if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, stoppage of public utility services, or passage of law or any action taken by a governmental or public authority (including imposing an embargo).

 

(f) Interpretation.

This Agreement shall be interpreted in accordance with the plain meaning of its terms and no part of this Agreement shall be construed strictly for or against either of the Parties for any vagueness or ambiguity. The Parties represent and warrant that (i) each of them has carefully and completely read, and fully understands all the provisions of this Agreement, has had an opportunity to consult with a legal counsel or actually consulted with a legal counsel, and voluntarily, knowingly, and willingly intends to be legally bound by the same; (ii) the terms of this Agreement were determined through negotiation between the Parties themselves and this Agreement is mutually drafted by the Parties; and (iii) in executing this Agreement, each of the Parties does not rely and has not relied upon any representation or statement made by the other Party, or by the other Party’s agents, attorneys, or representatives with regard to the subject matter, basis, or effect of this Agreement or otherwise, other than those specifically stated in this Agreement.

 

(g) Construction. 

The fact that this Agreement was prepared by Company’s counsel as a matter of convenience shall have no import or significance to the construction of this Agreement. Any rule of construction that requires any ambiguities to be interpreted against the drafter shall not be employed in the interpretation of: (i) this Agreement; (ii) any exhibits to this Agreement; or (iii) any document drafted or delivered in connection with the transactions contemplated by this Agreement.

 

(h) Arbitration.

All claims, disputes, controversies, or disagreements of any kind whatsoever arising out of or relating to this Agreement or the Product, excluding legal action taken by the Company to collect or recover damages for, or obtain any injunction related to Section 2 or Section 3 of this Agreement, shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS then existing. The arbitration shall be conducted in California and to the extent permitted by law, each party shall bear one-half of the arbitration fees and costs incurred through JAMS, subject to reimbursement by the losing party to the prevailing party as set forth in Section 11(i).

 

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PRODUCT FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. USER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

 

(i) Attorney Fees.

If any legal action or proceeding or alternative dispute resolution proceeding, including arbitration as set forth in Section 11(h), is necessary to enforce or interpret the terms of this Agreement, or to recover damages for breach of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, as well as costs and disbursements (including expert witness fees), in addition to any other relief to which the prevailing party may be entitled.

 

(j) Non-Waiver.

The failure by the Company at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The Company’s waiver of User’s default shall not be deemed a continuing waiver, but it shall apply solely to the instance to which such waiver is directed.

 

(k) Assignment; Successors and Assigns.

The Company may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity, which purchases or otherwise succeeds to the business of the Company to which this Agreement pertains. User may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

 

(l) Counterparts.

This Agreement may be executed on separate copies, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

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