TERMS OF USE – CHAI, INC.

Last Updated: February 1, 2017

THESE TERMS GOVERN YOUR USE OF OUR SERVICES

Your use of the Services (as defined below), which are owned, controlled and/or managed by Chai, Inc., a Delaware corporation (“Chai”), online service and other interactive properties, including for example, websites, and applications that links to these Terms of Use (“Terms of Use”) and all features, content, and other services that we own, control and make available through such websites, applications, services and properties (each a “Service” and collectively, the “Services”).  By using the Services, you accept our Privacy Policy and these Terms of Use, and consent to the collection and use of your data in accordance with the Privacy Policy.  In some instances, both these Terms of Use and separate terms will apply to your use of a particular Service (“Additional Terms”).  To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will take priority and control unless expressly stated otherwise.

CUSTOMER AGREEMENT

The Terms of Use also incorporate the Additional Terms set forth in the Chai Customer Agreement.

CHAI ACCOUNT                                                           

You may be required to register with Chai in order to access certain services or areas of a Service.  If you are under the age of thirteen (13), then you are not permitted to register as a user, or otherwise use any Service or submit personal information to us.  If you are register with Chai City, we may not be able, or we may refuse, to provide you the user name you request.  Your user name and password are for your personal use only.  If you use a Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your device, and you agree to accept responsibility for all activities that occur under your account or password.  You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and you will not sell, transfer, or assign your account or any account rights. In addition to all other rights available to Chai, we reserve the right, in our sole discretion, to terminate or suspend your account, refuse service to you, or cancel orders or Services.

For all mobile or website applications that require registration or a login, you agree to complete the initial registration process according to Chai requirements stated on the registration page, and to provide Chai with accurate, complete and updated information as required for the initial registration process, including, but not limited to, your legal name, billing and address, email address, and appropriate telephone contact numbers.

It is your responsibility to promptly notify your bank of any changes to your billing information or the loss, theft, or unauthorized use of your credit card or debit card number. You are also responsible for updating your registration information and your credit card or debit card information, as necessary, if you wish to utilize the certain Services.

If you learn of unauthorized use of your password or account, please contact Chai immediately here.

DIGITAL COUPONS; PROMOTIONS

Digital coupons or promotions (e.g., coupon codes) may be made available via our Service (or otherwise), which might be subject to applicable Additional Terms. We reserve the right not to honor coupons if we suspect the applicable Additional Terms or these Terms of Use have been violated or that the coupon has been tampered with, misused, duplicated or if we otherwise suspect fraud or inappropriate activity in relation to the coupon. Unless otherwise stated in the applicable Additional Terms, there is a limit of one (1) coupon per purchase of specified product(s) or services per individual. Some products and services may not be available in all regions. Coupons are non-transferrable and have no monetary or property value. Coupons offers are revocable upon posting of notice on our Service and are subject to correction of errors. Coupons are void if altered, transferred, reproduced, exchanged, sold, or purchased. The coupons are valid only in the United States and are void where prohibited or restricted by law. Coupons are subject to expiration as stated in any applicable Additional Terms.

Any sweepstakes, contests, raffles, or other promotions (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from these Terms of Use. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Use, the Promotion rules will apply.

INTELLECTUAL PROPERTY RIGHTS

All right, title and interest in the Services, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to Chai or its licensors.  Nothing in these Terms of Use or otherwise will be deemed to grant to you any ownership interest of any kind in the Services.

In using the Services, you agree to respect the intellectual property and other rights of Chai and others.  Your unauthorized use of Content (as defined below) may violate copyright, trademark, privacy, publicity, and other laws, and any such use may result in your personal liability. All rights not expressly granted to you are reserved by Chai and its licensors and other third parties.

Chai and other related marks, design marks, product names, feature names and related logos used in the Services are trademarks of Chai and may not be used, copied or imitated, in whole or in part, without the express prior written permission of Chai.  In addition, the look and feel of the Services constitute the service mark, trademark and/or trade dress of Chai and may not be copied imitated or used, in whole or in part, without the express prior written permission of Chai.  Our trademarks and trade dress may not be used in any manner that is likely to cause confusion among customers, or in any manner that disparages Chai or suggests a sponsorship, affiliation or endorsement by Chai.

All other trademarks, service marks, logos, slogans, domain names and trade names are the properties of their respective owners.

CONTENT

The Services (including past, present, and future versions) and all content included on the Services, such as without limitation, guides, text, graphics, logos, images, audio clips, video, photographs, data, music, software, and other material (collectively “Content”) are owned or licensed property of Chai or its suppliers or licensors and are protected by copyright, trademark, patent, trade secret or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.  All Content is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition laws to the fullest extent possible.

Chai shall not be liable for any errors in Content, or for any action taken by you in reliance thereon.

LICENSE AND ACCESS

Subject to your compliance with these Terms of Use and the Additional Terms, if any, Chai grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to access and make personal use of the Services and the Content for noncommercial purposes. You may not modify or alter the Content in any way, delete or change any copyright or trademark notice, or violate these Terms of Use.  Accessing, downloading, printing, posting, storing, or otherwise using the Services or any of the Content for any commercial purpose, in any way, constitutes a material breach of these Terms of Use. The foregoing limited license may be immediately suspended or terminated for any reason, in Chai’s sole discretion, and without advance notice or liability.

UNLAWFUL OR PROHIBITED USES

The Services may only be used for lawful purposes in accordance with the terms of the license granted in these Terms of Use. You will not use the Services for any purpose that is unlawful or prohibited by these Terms of Use. You may not, unless expressly authorized by Chai:

MODIFICATION AND DISCONTINUATION

Chai may at any time in its sole discretion without notice or liability to you: (i) modify, suspend or discontinue any part of the Services; or (ii) offer opportunities to some or all Service users which are different than opportunities offered to other Service users. Chai reserves the right to make changes to these Terms of Use at any time, and such changes will be effective immediately upon being posted on the Services. Your continued use of a Service will indicate your acceptance of the current Terms of Use; however, any material change to these Terms of Use after your last usage of the Service will not be applied retroactively. Except for such material changes, the Terms of Use that were in effect at the time any claim or dispute arose between you and us will be applied.

Chai reserves the right, without notice and in its sole discretion, to suspend or terminate your account or your use of the Services and to block or prevent future access to and use of the Services for any reason. Upon any such termination, your right to use the Services will immediately cease.

You agree that we shall not be liable to you or any third party for any suspension or termination of your access to the Services. Upon termination, all provisions of these Terms of Use which are by their nature intended to survive termination, all representations and warranties, all limitations of liability, and all indemnities shall survive such termination.

USER-PROVIDED INFORMATION AND CONTENT

If the Service allows you to submit ideas, photographs, profiles, writings, media, video, audio, graphics, pictures, data, questions, comments, suggestions or other content, including personal information (“User Content”) through or to a Service, then such User Content must comply with these Terms of Use.

You agree that any User Content that you submit: (i) will be accurate; (ii) will not violate or facilitate the violation of any law or regulation; (iii) will not violate any right of a third party, including copyright, trademark, privacy, or publicity rights; (iv) will not cause injury to any person or entity; and (v) will not contain, or provide links to, obscene, profane, or threatening language, malware, political campaigning, commercial solicitation, chain letters, mass mailings, any form of spam, or any material that could be considered harmful, sexually explicit, indecent, lewd, violent, abusive, or degrading.

You are solely responsible for the User Content you submit, and Chai assumes no liability for any User Content submitted by you.  You acknowledge and agree that we reserve the right (but have no obligation) to do any or all of the following, in our sole discretion without notice or any liability to you or any third party: (i) monitor, review, display, post, store, maintain, accept or otherwise make use of User Content; (ii) alter, remove, reject, delete, move, re-format or refuse to post or allow to be posted any User Content; and/or (iii) disclose any User Content, and the circumstances surrounding its transmission, to any third party.  Without limitation, we may do so to address content that comes to our attention that we believe is in violation of these Terms of Use or any applicable Additional Terms.  Such User Content submitted by you or others need not be maintained on a Service by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content on a Service or elsewhere, except that California minors have certain rights to have certain content about them that they have themselves posted on the Service prospectively removed from public display.

You agree that (a) your User Content is non-confidential and non-proprietary and will not be returned, and (b) to the maximum extent not prohibited by applicable law, Chai does not assume any obligation of any kind to you or any third party with respect to your User Content.  Upon our request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms of Use or any applicable Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk.

In your communications with us, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, or otherwise (collectively, “Unsolicited Ideas and Materials”).  Any Unsolicited Ideas and Materials you submit are deemed User Content and licensed to us as set forth below.  For any User Content you submit, you grant to Chai a non-exclusive, unconditional, worldwide, sub-licensable, perpetual, irrevocable, royalty-free transferable right and license to use, display, publicly perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, sell, distribute, record, reproduce, disclose, re-sell, sublicense, broadcast, and otherwise use and exploit in any manner whatsoever, all or any portion of such User Content (and derivative works thereof) for any purpose whatsoever in all formats, on or through any form, means, or medium now known or hereafter developed, and with any technology or devices  now known or hereafter developed, throughout the world, and to advertise, market, and promote the same, all without compensation to you. In addition, you grant to Chai the right, without any obligation, to include the name provided along with the User Content submitted by you. You also hereby grant to Chai the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you.

We are not responsible for the use or disclosure of any personal information that you voluntarily disclose in connection with any User Content you submit.  You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law under any legal theory. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.

Each time you submit any User Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside or are at least thirteen (13) years of age and have all proper consents from your parent or legal guardian.  In addition, you represent and warrant that you are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User Content you submit, and that, as to that User Content, you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful and unrestricted right to submit the User Content and grant Chai the rights to it that you are granting by these Terms of Use and any Additional Terms.

Content is also provided by third party visitors to the Services. Please note that visitors to the Services may post content that is inaccurate, misleading, or deceptive.  Chai neither endorses nor is responsible for any opinion, advice, information, or statements made by third parties. Chai will not be liable for any loss or damage caused by your reliance on such information or materials. The opinions expressed by third parties reflect solely the opinions of the parties who submitted such opinions and may not reflect the opinions of Chai.

You are solely responsible for your interaction with other users of the Services, whether online or offline.  We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users.

THIRD PARTY GOODS AND APPLICATIONS

The Services may contain links and interactive functionality interacting with third parties, including social media applications and product manufacturers’ goods and applications (collectively, “Third Party Goods and Applications”). Chai is not responsible for and has no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, products, services or content of any such Third Party Goods and Applications.  Before enabling any sharing functions of the Services to communicate with any such Third Party Good and Application or otherwise using or visiting any such Third Party Good and Application, Chai strongly recommends that you review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such Third Party Good and Application.  The links and functionality (interactive or otherwise) for Third Party Goods and Applications on the Services do not constitute an endorsement by Chai of such Third Party Good and Application. Other Third Party Goods and Applications may link to the Services with or without our authorization, and we may block any links to or from the Third Party Goods and Applications, in our sole discretion. YOUR USE OF THIRD PARTY GOODS AND APPLICATIONS (AND RELATED RESOURCES) IS AT YOUR OWN RISK.

Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Services (including on or via Third Party Applications or advertisements) are solely between you and the third party (including issues related to the content of third party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  Chai disclaims all liability in connection therewith.

LINKS BY YOU TO THE SERVICES

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Services, so long as: (a) the links only incorporate text, and do not use any trademarks, (b) the links and the content on your website do not suggest any affiliation with Chai or cause any other confusion, and (c) the links and the content on your website do not portray Chai or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that objectionable to Chai.  We reserve the right to suspend or prohibit linking to the Services for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

WIRELESS, MESSAGING AND LOCATION-BASED FEATURES

The Service may offer certain features and services that are available to you via your wireless device.  These features and services may include, without limitation, the ability to access a Service’s features and upload content to the Service, receive messages from a Service, and download applications to your wireless device (collectively, “Wireless Features”).  You agree that as to the Wireless Features for which you are registered, we may send communications via such features or apps to your wireless device regarding us or other parties.  Further, we may collect information related to your use of the Wireless Features.  If you have registered via a Service for Wireless Features, then you agree to notify Chai of any changes to your wireless contact information (including phone number) and update your accounts on such Service to reflect the changes.  A Service may include push notifications or other mobile communication capability and you hereby approve our delivery of electronic communications directly to your mobile device.  These notifications, including badge, alert or pop-up messages, may be delivered to your device even when it is running in the background.  You may have the ability, and it is your responsibility, to control the notifications you do, or do not, receive via your device through your device settings.  Standard message, data and other fees may be charged by your carrier, and carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible.  Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless device.

You may be given opportunities to subscribe to various text marketing or other text messaging programs and by doing so, you consent to receive ongoing text messages or alerts from us related to our various businesses and affiliates, which may include co-promotions with or about other parties, except that if the scope of your consent for a particular subscription is limited that subscription will be so limited.  For each subscription, you will be provided with instructions on how to obtain help or to terminate (i.e., opt-out) of that subscription.  Subsequent or different subscriptions will be unaffected by an opt-out.  You consent to receive a text confirming any opt-out as well as non-marketing administrative or transactional messages.   For subscriptions to recurring text messages, you may receive up to the number of text messages per month specified in your consent, or to which you later consent.  Alerts auto-renew unless otherwise specified when you consented.  Your consent to receive text messages is not a condition of purchase, and no purchase is necessary. You understand that we will send mobile text messages using automated technology. If you subscribe to text messages you represent that you are at least the age of majority in the jurisdiction in which you reside or are at least thirteen (13) years of age and have all proper consents from your parent or legal guardian.  Standard message, data and other fees may be charged by your carrier, and carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible.  Contact your carrier for details.  Not all phones and/or carriers are supported.  We are the sponsor of our text messages and may be contacted regarding them at support@chaienergy.net.

You may cancel or modify our e-mail marketing communications you receive from us by following the instructions contained within our promotional e-mails.  This will not affect subsequent subscriptions and if your opt-out is limited to certain types of e-mails the opt-out will be so limited.  Please note that we reserve the right to send you certain communications relating to your account or use of our Services, such as administrative and service announcements and these transactional account messages may be unaffected if you choose to opt-out from receiving our marketing communications.

If you have enabled GPS or other location-based features on the Service, if any, you acknowledge that your device location will be tracked and may be shared with others consistent with the Privacy Policy. You can terminate device location tracking by us by uninstalling the applicable Service. The location-based services offered in connection with the applicable Service are for individual use only and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property damage. Location-based services are used at your own risk and location data may not be accurate.

DISCLAIMERS OF WARRANTIES 

Chai cannot and does not represent or warrant that the Services will be error-free, uninterrupted, free from unauthorized access or otherwise meet your requirements.

TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS , PRODUCTS, SERVICES, AND USER CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES (COLLECTIVELY, THE “SERVICES AND CONTENT”) ARE PROVIDED BY CHAI ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. To the fullest extent permissible by law, Chai and its direct and indirect parents, subsidiaries, affiliates and each of their respective employees, directors, officers, members, managers, shareholders, agents, vendors, licensors, licensees, suppliers, contractors, customers, successors, and assigns (collectively, “Chai Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: (a) the Services and Content; (b) the functions, features, or any other elements on, or made accessible through, the Services; (c) any products, services, or instructions offered or referenced at or linked through the Services; (d) security associated with the transmission of your User Content transmitted to Chai or via the Services; (e) whether the Services are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your device); (f) whether the information (including any instructions) on the Services is accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to or errors on the Services will be repaired or corrected; (h) whether the Services will be compatible with any other specific hardware, software or service; (i) whether your access to the Services will be uninterrupted;  (j) whether the Services will be available at any particular time or location; and (k) whether your use of the Services is lawful in any particular jurisdiction.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK. CHAI WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE AGREED BY CHAI IN WRITING. TO THE FULLEST EXTENT PERMITTED BY LAW, CHAI DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, AND FITNESS FOR A PARTICULAR PURPOSE OR USE. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable, and you may have additional rights.

IF THIRD PARTY GOODS AND APPLICATIONS (OR OTHER SERVICVES) ARE PROVIDED BY THIRD PARTIES THROUGH THE SERVICES, THOSE THIRD PARTIES MAY SEPARATELY PROVIDE LIMITED REPRESENTATIONS AND/OR WARRANTIES REGARDING THEIR PRODUCTS. THIS DISCLAIMER DOES NOT APPLY TO SUCH PRODUCT REPRESENTATIONS OR WARRANTIES, BUT ANY SUCH REPRESENTATIONS OR WARRANTIES ARE PROVIDED SOLELY BY SUCH THIRD PARTY PROVIDER AND NOT BY CHAI.

Third party names, marks, products, advertisements, or services or pop-up texts or links to Third Party Goods and Applications may appear on the Services.  IN NO EVENT WILL CHAI BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON ANY ADVERTISEMENT DISPLAYED ON THE SERVICES, ANY PRODUCTS, SERVICES, OR OTHER MATERIALS RELATING TO ANY SUCH ADVERTISEMENT, ANY LINKED THIRD PARTY APPLICATION, OR ANY LINK CONTAINED IN A LINKED APPLICATION.

JURISDICTIONAL MATTERS

The Services are controlled and/or operated by Chai from the United States, and is not intended to subject Chai to the laws or jurisdiction of any state, country or territory other than that of the United States. Chai does not represent or warrant that the Services or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Services, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Services’ availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

RELEASE

We provide information through the Services for your information and enjoyment. Your use of the Services is strictly voluntary. Because some of the information in the Services may relate to modifications to or suggestions regarding your energy usage, you agree to use your good judgment and reasonable care prior to making any changes.   By using the Services, you assume the risks associated with the activities in which you will be participating. Such risks may include, but are not limited to, the risk of physical injury or other harm.  You, and you alone, are solely responsible for taking proper care to limit your risk.

You knowingly, and voluntarily do hereby indemnify, release, acquit, waive, forever discharge, and covenant not to sue CHAI Parties from and against any and all liabilities, costs and expenses (including without limitations, any reasonable fees and expenses of its attorneys and consultants) relating to or arising out of any claims, demands or causes of action of every kind and character (including, without limitation, personal injury and property damage claims) as a result of the Content, information and materials offered by chai through the Services.

LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ANY CHAI PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICES (INCLUDING THE CONTENT AND THE USER CONTENT); OR (B) YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE SERVICSE, OR THE PERFORMANCE OF THE SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT OR TORT, EVEN IF CHAI HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS TERMS OF USE BETWEEN YOU AND CHAI. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CHAI. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S). YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES, THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN.

WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF

TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY CHAI (INCLUDING YOUR USER CONTENT) OR A LICENSOR OF CHAI.

INDEMNIFICATION AND DEFENSE 

As a condition of the use of the Services, you agree to defend, indemnify, and hold harmless the Chai Parties from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (each, a “Claim”) arising out of or otherwise relating to your access to or use of the Services, including without limitation any User Content submitted by you and Claims alleging facts that if true would constitute a breach by you of these Terms of Use or any applicable Additional Terms. You will cooperate as fully required by the Chai Parties in the defense of any Claim.  Notwithstanding the foregoing, the Chai Parties retain the exclusive right to settle, compromise, and pay any and all Claims. The Chai Parties reserve the right to assume the exclusive defense and control of any Claims. You will not settle any Claim without, in each instance, the prior written consent of an officer of a Chai Party.

NOTICES AND ELECTRONIC COMMUNICATIONS

In the case of notices Chai sends to you, you consent to receive notices and other communications by Chai posting notices on the Services, sending you an email at the email address listed in your profile in your account, texting or push notifications to your mobile device or mailing a notice to you at your billing or street address listed in your profile in your account.  You agree that all agreements, notices, disclosures, and other communications that Chai provides to you satisfy any legal requirement that such communications be in writing.  Notice shall be deemed given (i) 24 hours after the notice is posted on the Services or an electronic message is sent, unless the sending party is notified that the message did not reach the recipient, or (ii) in the case of mailing, three (3) days after the date of mailing.  You agree that a printed version of these Terms of Use and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

NOTICES FOR CALIFORNIA RESIDENTS

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Services, please send an email to support@chaienergy.net. You may also contact us by writing to 525 S. Hewitt Street, Los Angeles, California 90013, Attention: Terms of Use. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Any California residents under the age of eighteen (18) who have registered to use the Services, and who have posted content or information on the Services, can request that such information be removed from the Services by contacting us at the e-mail or address set forth in the “Contact Us” section below making such a request, stating that they personally posted such content or information and detailing where the content or information is posted. We will make reasonable good faith efforts to remove the post from prospective public view or anonymize it so the minor cannot be individually identified. This removal process cannot ensure complete or comprehensive removal. For instance, third-parties may have republished the post and archived copies of it may be stored by search engines and others that we do not control.

APPLICABLE LAW; FORUM

You agree that any action at law or in equity arising out of or relating to these terms or the Service shall be filed, and that venue properly lies, only in the state or federal courts located in the County of Los Angeles, State of California, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action and waive any argument of inconvenient forum.

These Terms of Use (and any Additional Terms, if any) are governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this contract and is expressly excluded.

Neither you nor CHAI may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be litigated or arbitrated on a class or representative basis.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of these Terms of Use will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms of Use. This Section of these Terms of Use will survive the termination of your relationship with Chai.

DEVICES AND CONNECTIVITY  

You are responsible for obtaining and maintaining all devices and other equipment and software, including Third Party Goods and Applications, and all internet service provider, mobile service, and other services needed for your access to and use of the Services and you will be responsible for all charges related to them. You further agree to look solely to the entity that manufactured and/or sold you the device, including Third Party Goods and Applications, for any issues related to the device and its compatibility with the Services.

By using the Services, you agree that Chai may change, alter, or modify the settings or configurations on your device, including Third Party Goods and Applications, in order to allow for or optimize your use of the Services. For instance, a Service may access and read accounts, data and/or content on your device, add content to your device, and change settings of your device, for reasons such as showing you the location of things near you; saving images, sound files and writing usage logs to the device; sending Facebook and Twitter messages you initiate; sending and receiving data needed for Service operations; and to provide you notice when you are not connected to a network. You consent to these activities by installing or otherwise using the Services. Your device settings may enable you to disable, change or limit some of these activities, and you can disable all of them associated with a Service by uninstalling a Service.

When using the Services, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.

MISCELLANEOUS 

These Terms of Use, including policies and information linked from or incorporated herein, constitute the entire agreement between you and Chai with respect to the Services and supersede all prior or contemporaneous communications, agreements, and proposals with respect to the Services. No provision of these Terms of Use shall be waived except pursuant to a writing executed by the party against whom the waiver is sought. No failure to exercise, partial exercise of, or delay in exercising any right or remedy under these Terms of Use shall operate as a waiver or estoppel of any right, remedy, or condition. If any provision of these Terms of Use is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms of Use without our express prior written consent. Chai may assign its rights and obligations under these Terms of Use and any applicable Additional Terms, in whole or in part, to any party at any time without any notice.  Chai may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request, including requests from utilities (and affiliated or authorized service providers) as may be required or permitted by regulatory authorities (and applicable rules and regulations) overseeing such utilities.

CONTACT US

If you have any concerns about Chai or your use of the Services, please contact us at:

Chai, Inc.
525 S. Hewitt Street

Los Angeles, California 90013
Attention: Terms of Use
support@chaienergy.net