Whether you are participating in Chime as an information provider (an expert) or as an information consumer (a client), this User Agreement (the "Agreement") governs your commercial relationship with Chime Advisors, Ltd ("Chime") and your use of the Chime website (the "Site") and the services provided by Chime and the Site (the "Services").
The Services include connecting users seeking knowledge and opinion with users offering the same. The Services facilitate interactions between users. You understand that (i) we are not a party to and will not have any liability with respect to such interactions, and (ii) the knowledge and opinions of other users are not ours, and we do not endorse them or any other information provided by any user.
Only individuals who have agreed to the terms of this agreement ("Authorised Users") shall be permitted to access and use the Services. You shall be responsible for any breach of this Agreement by any other persons who gain access to the Site and/or the Services through you (except in the case of fraud). You agree to exercise reasonable care to maintain the security of your account information. Do not disclose your account information to anyone else, and do not use anyone else's account information. Notify us promptly about any unauthorised use of your account information or any breach of security of which you become aware. You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information as required.
If you consume Services, you shall pay us the fees as specified on the Site (or in written correspondence with us) upon invoice receipt; unless otherwise indicated on the invoice, any amount not paid within 30 days from the date of the invoice shall be subject to a late fee calculated at a rate of 1.5% per month on the outstanding amount. You shall pay any and all taxes and other charges imposed by any taxing authority in connection with this Agreement or relating to the Services (other than tax on our income or the income of other users).
Compliance with Law
You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, including, without limitation, those relating to the export of technical and other data.
You represent and warrant that your use of Chime is not and will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon you. You will not use Chime in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.
Material Non-Public Information
You will not use Chime to solicit, disclose, or misappropriate any material non-public information within the meaning of applicable securities laws (or similar concept as defined under any applicable law or regulation).
You will not disclose to any other user or to Chime any third-party's confidential information in violation of any duty or contract right. You agree that you will not use, disclose, solicit or misappropriate any confidential information, trade secrets, or other proprietary information that belongs to any third-party without permission. Without limiting the foregoing, this restriction applies to any third-party with whom you may have, or may have had, a consulting, employment, fiduciary or similar relationship, and applies whether the duty is express or implied.
All non-public information pertaining to Chime's business (including, without limitation, our pricing information, the identity of our users, the nature of and reasons for user inquiries, and any content marked confidential) is confidential information.
You will hold all confidential information in trust and confidence, and not disclose, misappropriate or make available to any third-party, directly or indirectly, any confidential information. You agree that this paragraph is intended to benefit the other users of Chime, and that such other users are third-party beneficiaries of this paragraph; however, other users and other persons are not and will not be third-party beneficiaries of any other provision of this Agreement.
Chime's Services provide you with the ability to disclose certain information about yourself to other users; it is solely your responsibility to use such technology in a manner appropriate for your purposes. Chime will not disclose or make available to any third-party, directly or indirectly, any of your confidential information, except in furtherance of your use of the Services, to enforce this Agreement or if legally compelled to do so; provided, that you acknowledge and consent that we may use your name (or an anonymised version thereof), a reproduction of your logo (if applicable) and a brief description of your matters (provided such matters are anonymised or non-confidential) in our marketing materials and on our website.
Any use of Chime that results in payment of compensation to you by Chime shall be performed as an independent contractor, and you are not and shall not be deemed to be an employee or agent of Chime or of any other user. You shall not be entitled to any benefits provided by Chime to its employees, and Chime will not make any deductions from any of the payments due to you for tax or social security deduction purposes or similar purposes.
Chime's business is to connect its users for consulting interactions (or employment) and to provide a platform for managing such interactions, and you agree to use only the Services to interact with other users that Chime has introduced you to. For purposes of this paragraph, "introduced" to a user shall mean the initial identification of such user to you by Chime by virtue of your access to the Site or our Services. You agree to not employ, be employed by, consult with, or otherwise engage (directly or indirectly) with another user introduced to you by Chime except through the Services or with our prior written consent. Because Chime is not compensated for an "off-Chime" interaction, Chime will generally only grant such consent in lieu of a fee, paid to Chime by the payor-user, as follows: (a) with respect to an engagement of a duration of fewer than 90 days, for an amount determined at its sole discretion, which will generally be the gross amount Chime would have otherwise collected in respect of the interaction and (b) with respect to an engagement of a duration of 90 days or more, for an amount equal to 40% of the total compensation to be paid for such engagement (which, in the case of employment, shall be deemed the first annual compensation to be paid). Any such payment shall be paid to Chime prior to such engagement external to the Services. At all times all users shall be permitted to continue to use Chime. The obligations in this Section shall survive this Agreement for a period of 1 year from the date this Agreement is terminated.
Some of our Services allow you to submit content ("User Content"). Except for our ability to use such User Content for the limited purposes described herein, you retain ownership of any intellectual property rights that you hold in that User Content. We are not responsible for any user's misappropriation or use of any intellectual property rights you hold in User Content that you disclose in using the Services, and except for the confidentiality obligations herein, any agreements or disputes among users regarding intellectual property rights in User Content shall be without regard to this Agreement. We welcome your feedback and suggestions, but unless otherwise agreed by us in writing, we will not compensate you for them.
You agree to indemnify, defend and hold us harmless for all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable legal fees) that arise out of or in connection with any use of Chime or the Services by you that violates third party rights. Notwithstanding the forgoing wording, liability suffered by either party arising out of the breach of the Agreement by the other party will be limited to the value of the Agreement. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination.
Warranty Disclaimer; Limitation of Liability
YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF OUR SERVICES OR VERIFY THE IDENTITY OF OUR USERS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE, OR ANY PART THEREOF, WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, AND WE DISCLAIM ALL LIABILITY RELATED THERETO.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NONE OF CHIME OR ANY OF OUR AFFILIATES OR EMPLOYEES SHALL BE CUMULATIVELY LIABLE FOR (A) ANY DAMAGES IN EXCESS OF THE FEES YOU PAID TO CHIME DURING THE MOST RECENT 30 DAY PERIOD, OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOODWILL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Either party may terminate this Agreement at any time for any reason. If a particular term of this Agreement is not enforceable, it shall be modified so as to be enforceable, but regardless will not affect any other terms. Our failure to act upon a breach of this Agreement does not mean we waive any rights that we may have. Any translation of this Agreement or our other documentation is provided for your convenience only and the English version will govern. If you are using this Agreement on behalf of a business, that business accepts these terms and agrees for the name and logo of the business to be featured on the Chime website chimeadvisors.com. This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).
Chime Advisors is a registered company in the United Kingdom Number 09629186 and is registered with the Information Commissioner's Office in the United Kingdom. The registered office is at Suite 345, 50 Eastcastle Street, London W1W 8EA, United Kingdom.