Terms of Use

AGREEMENT TO TERMS
These Termsof Use constitute a legally binding agreement made between you, whetherpersonally or on behalf of an entity (“you”) and SilkChart ("Company", “we”,“us”, or “our”), concerning your access to and use of the http://www.silckchart.com website as well as any other media form, media channel, mobilewebsite or mobile application related, linked, or otherwise connected thereto(collectively, the “Site”). The Site provides an online marketplace for thefollowing goods, products, and/or services: Freelance software support andsoftware development (the “Marketplace Offerings”). In order to help make theSite a secure environment for the purchase and sale of Marketplace Offerings,all users are required to accept and comply with these Terms of Use. You agreethat by accessing the Site and/or the Marketplace Offerings, you have read,understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOTAGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROMUSING THE SITE AND/OR THE MARKETPLACE OFFERINGS AND YOU MUST DISCONTINUE USEIMMEDIATELY.
Supplementalterms and conditions or documents that may be posted on the Site from time totime are hereby expressly incorporated herein by reference. We reserve theright, in our sole discretion, to make changes or modifications to these Termsof Use at any time and for any reason. We will alert you about any changes byupdating the “Last updated” date of these Terms of Use, and you waive any rightto receive specific notice of each such change. It is your responsibility toperiodically review these Terms of Use to stay informed of updates. You will besubject to, and will be deemed to have been made aware of and to have accepted,the changes in any revised Terms of Use by your continued use of the Site afterthe date such revised Terms of Use are posted.  
Theinformation provided on the Site is not intended for distribution to or use byany person or entity in any jurisdiction or country where such distribution oruse would be contrary to law or regulation or which would subject us to anyregistration requirement within such jurisdiction or country. Accordingly,those persons who choose to access the Site from other locations do so on theirown initiative and are solely responsible for compliance with local laws, ifand to the extent local laws are applicable.
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The Site isintended for users who are at least 18 years old. Persons under the age of 18are not permitted to use or register for the Site or use the MarketplaceOfferings.

INTELLECTUALPROPERTY RIGHTS
Unlessotherwise indicated, the Site and the Marketplace Offerings are our proprietaryproperty and all source code, databases, functionality, software, websitedesigns, audio, video, text, photographs, and graphics on the Site(collectively, the “Content”) and the trademarks, service marks, and logoscontained therein (the “Marks”) are owned or controlled by us or licensed tous, and are protected by copyright and trademark laws and various otherintellectual property rights and unfair competition laws of the United States,international copyright laws, and international conventions. The Content andthe Marks are provided on the Site “AS IS” for your information and personaluse only. Except as expressly provided in these Terms of Use, no part of theSite or the Marketplace Offerings and no Content or Marks may be copied,reproduced, aggregated, republished, uploaded, posted, publicly displayed,encoded, translated, transmitted, distributed, sold, licensed, or otherwiseexploited for any commercial purpose whatsoever, without our express priorwritten permission.
Providedthat you are eligible to use the Site, you are granted a limited license toaccess and use the Site and to download or print a copy of any portion of theContent to which you have properly gained access solely for your personal,non-commercial use. We reserve all rights not expressly granted to you in andto the Site, the Content and the Marks.

USERREPRESENTATIONS
By usingthe Site or the Marketplace Offerings, you represent and warrant that: (1) youhave the legal capacity and you agree to comply with these Terms of Use; (2)you are not a minor in the jurisdiction in which you reside; (3) you will notaccess the Site or the Marketplace Offerings through automated or non-humanmeans, whether through a bot, script or otherwise; (4) you will not use theSite for any illegal or unauthorized purpose; and (5) your use of the Site orthe Marketplace Offerings will not violate any applicable law or regulation.
If youprovide any information that is untrue, inaccurate, not current, or incomplete,we have the right to suspend or terminate your account and refuse any and allcurrent or future use of the Site (or any portion thereof).
You may notuse the Site or the Marketplace Offerings for any illegal or unauthorizedpurpose nor may you, in the use of Marketplace Offerings, violate any laws.Among unauthorized Marketplace Offerings are the following: intoxicants of anysort; illegal drugs or other illegal products; alcoholic beverages; games ofchance; and pornography or graphic adult content, images, or other adultproducts. Postings of any unauthorized products or content may result inimmediate termination of your account and a lifetime ban from use of the Site.
We are aservice provider and make no representations as to the safety, effectiveness,adequacy, accuracy, availability, prices, ratings, reviews, or legality of anyof the information contained on the Site or the Marketplace Offerings displayedor offered through the Site. You understand and agree that the content of theSite does not contain or constitute representations to be reasonably reliedupon, and you agree to hold us harmless from any errors, omissions, ormisrepresentations contained within the Site’s content. We do not endorse orrecommend any Marketplace Offerings and the Site is provided for informationaland advertising purposes only.

MARKETPLACEOFFERINGS
We reservethe right to limit the quantities of the Marketplace Offerings offered oravailable on the Site. All descriptions or pricing of the Marketplace Offeringsare subject to change at any time without notice, at our sole discretion. Wereserve the right to discontinue any Marketplace Offerings at any time for anyreason. We do not warrant that the quality of any of the Marketplace Offeringspurchased by you will meet your expectations or that any errors in the Sitewill be corrected.

PURCHASESAND PAYMENT
We acceptthe following forms of payment: 
- Visa-  Mastercard-  American Express-  Discover-  PayPal
You agreeto provide current, complete, and accurate purchase and account information forall purchases of the Marketplace Offerings made via the Site. You further agreeto promptly update account and payment information, including email address,payment method, and payment card expiration date, so that we can complete yourtransactions and contact you as needed. Sales tax will be added to the price ofpurchases as deemed required by us. We may change prices at any time. Allpayments shall be in U.S. dollars.  
You agreeto pay all charges at the prices then in effect for your purchases and anyapplicable shipping fees, and you authorize us to charge your chosen paymentprovider for any such amounts upon placing your order. We reserve the right tocorrect any errors or mistakes in pricing, even if we have already requested orreceived payment.
We reservethe right to refuse any order placed through the Site. We may, in our solediscretion, limit or cancel quantities purchased per person, per household, orper order. These restrictions may include orders placed by or under the samecustomer account, the same payment method, and/or orders that use the samebilling or shipping address. We reserve the right to limit or prohibit ordersthat, in our sole judgment, appear to be placed by dealers, resellers, ordistributors.

REFUNDSPOLICY
All salesare final and no refund will be issued.

PROHIBITEDACTIVITIES
You may notaccess or use the Site for any purpose other than that for which we make theSite available. The Site may not be used in connection with any commercialendeavors except those that are specifically endorsed or approved by us. 
As a userof the Site, you agree not to:
1. Systematically retrieve data or other content from the Site to create orcompile, directly or indirectly, a collection, compilation, database, ordirectory without written permission from us.2.  Make any unauthorized useof the Marketplace Offerings, including collecting usernames and/or emailaddresses of users by electronic or other means for the purpose of sendingunsolicited email, or creating user accounts by automated means or under falsepretenses.3.  Use a buying agent or purchasing agent to make purchases onthe Site.4.  Use the Site to advertise or offer to sell goods andservices.5.  Circumvent, disable, or otherwise interfere withsecurity-related features of the Site, including features that prevent orrestrict the use or copying of any Content or enforce limitations on the use ofthe Site and/or the Content contained therein.6.  Engage in unauthorizedframing of or linking to the Site.7.  Trick, defraud, or mislead us andother users, especially in any attempt to learn sensitive account informationsuch as user passwords.8.  Make improper use of our support services orsubmit false reports of abuse or misconduct.9.  Engage in any automateduse of the system, such as using scripts to send comments or messages, or usingany data mining, robots, or similar data gathering and extraction tools.10. Interfere with, disrupt, or create an undue burden on the Site or thenetworks or services connected to the Site.11.  Attempt to impersonateanother user or person or use the username of another user.12.  Sell orotherwise transfer your profile.13.  Use any information obtained from theSite in order to harass, abuse, or harm another person.14.  Use theMarketplace Offerings as part of any effort to compete with us or otherwise usethe Site and/or the Content for any revenue-generating endeavor or commercialenterprise.15.  Decipher, decompile, disassemble, or reverse engineer anyof the software comprising or in any way making up a part of the Site.16. Attempt to bypass any measures of the Site designed to prevent orrestrict access to the Site, or any portion of the Site.17.  Harass,annoy, intimidate, or threaten any of our employees or agents engaged inproviding any portion of the Marketplace Offerings to you.18.  Delete thecopyright or other proprietary rights notice from any Content.19.  Copy oradapt the Site’s software, including but not limited to Flash, PHP, HTML,JavaScript, or other code.20.  Upload or transmit (or attempt to upload orto transmit) viruses, Trojan horses, or other material, including excessive useof capital letters and spamming (continuous posting of repetitive text), thatinterferes with any party’s uninterrupted use and enjoyment of the Site ormodifies, impairs, disrupts, alters, or interferes with the use, features,functions, operation, or maintenance of the Marketplace Offerings.21. Upload or transmit (or attempt to upload or to transmit) any materialthat acts as a passive or active information collection or transmissionmechanism, including without limitation, clear graphics interchange formats(“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimesreferred to as “spyware” or “passive collection mechanisms” or “pcms”).22. Except as may be the result of standard search engine or Internet browserusage, use, launch, develop, or distribute any automated system, includingwithout limitation, any spider, robot, cheat utility, scraper, or offlinereader that accesses the Site, or using or launching any unauthorized script orother software.23.  Disparage, tarnish, or otherwise harm, in our opinion,us and/or the Site.24.  Use the Site in a manner inconsistent with anyapplicable laws or regulations.

USERGENERATED CONTRIBUTIONS
The Sitemay invite you to chat, contribute to, or participate in blogs, message boards,online forums, and other functionality, and may provide you with theopportunity to create, submit, post, display, transmit, perform, publish,distribute, or broadcast content and materials to us or on the Site, includingbut not limited to text, writings, video, audio, photographs, graphics,comments, suggestions, or personal information or other material (collectively,"Contributions"). Contributions may be viewable by other users of theSite and the Marketplace Offerings and through third-party websites. As such,any Contributions you transmit may be treated as non-confidential andnon-proprietary. When you create or make available any Contributions, youthereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, andthe accessing, downloading, or copying of your Contributions do not and willnot infringe the proprietary rights, including but not limited to thecopyright, patent, trademark, trade secret, or moral rights of any thirdparty.2.  You are the creator and owner of or have the necessary licenses,rights, consents, releases, and permissions to use and to authorize us, theSite, and other users of the Site to use your Contributions in any mannercontemplated by the Site and these Terms of Use.3.  You have the writtenconsent, release, and/or permission of each and every identifiable individualperson in your Contributions to use the name or likeness of each and every suchidentifiable individual person to enable inclusion and use of yourContributions in any manner contemplated by the Site and these Terms ofUse.4.  Your Contributions are not false, inaccurate, ormisleading.5.  Your Contributions are not unsolicited or unauthorized advertising,promotional materials, pyramid schemes, chain letters, spam, mass mailings, orother forms of solicitation.6.  Your Contributions are not obscene, lewd,lascivious, filthy, violent, harassing, libelous, slanderous, or otherwiseobjectionable (as determined by us).7.  Your Contributions do notridicule, mock, disparage, intimidate, or abuse anyone.8.  YourContributions are not used to harass or threaten (in the legal sense of thoseterms) any other person and to promote violence against a specific person orclass of people.9.  Your Contributions do not violate any applicable law,regulation, or rule.10.  Your Contributions do not violate the privacy orpublicity rights of any third party.11.  Your Contributions do not containany material that solicits personal information from anyone under the age of 18or exploits people under the age of 18 in a sexual or violent manner.12. Your Contributions do not violate any applicable law concerning childpornography, or otherwise intended to protect the health or well-being ofminors.13.  Your Contributions do not include any offensive comments thatare connected to race, national origin, gender, sexual preference, or physicalhandicap.14.  Your Contributions do not otherwise violate, or link to materialthat violates, any provision of these Terms of Use, or any applicable law orregulation.
Any use ofthe Site or the Marketplace Offerings in violation of the foregoing violatesthese Terms of Use and may result in, among other things, termination orsuspension of your rights to use the Site and the Marketplace Offerings.

CONTRIBUTIONLICENSE
By postingyour Contributions to any part of the Site, you automatically grant, and yourepresent and warrant that you have the right to grant, to us an unrestricted,unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free,fully-paid, worldwide right, and license to host, use, copy, reproduce,disclose, sell, resell, publish, broadcast, retitle, archive, store, cache,publicly perform, publicly display, reformat, translate, transmit, excerpt (inwhole or in part), and distribute such Contributions (including, withoutlimitation, your image and voice) for any purpose, commercial, advertising, orotherwise, and to prepare derivative works of, or incorporate into other works,such Contributions, and grant and authorize sublicenses of the foregoing. Theuse and distribution may occur in any media formats and through any mediachannels. 
Thislicense will apply to any form, media, or technology now known or hereafterdeveloped, and includes our use of your name, company name, and franchise name,as applicable, and any of the trademarks, service marks, trade names, logos,and personal and commercial images you provide. You waive all moral rights inyour Contributions, and you warrant that moral rights have not otherwise beenasserted in your Contributions. 
We do notassert any ownership over your Contributions. You retain full ownership of allof your Contributions and any intellectual property rights or other proprietaryrights associated with your Contributions. We are not liable for any statementsor representations in your Contributions provided by you in any area on theSite. You are solely responsible for your Contributions to the Site and youexpressly agree to exonerate us from any and all responsibility and to refrainfrom any legal action against us regarding your Contributions. 
We have theright, in our sole and absolute discretion, (1) to edit, redact, or otherwisechange any Contributions; (2) to re-categorize any Contributions to place themin more appropriate locations on the Site; and (3) to pre-screen or delete anyContributions at any time and for any reason, without notice. We have noobligation to monitor your Contributions.

GUIDELINESFOR REVIEWS
We mayprovide you areas on the Site to leave reviews or ratings. When posting areview, you must comply with the following criteria: (1) you should havefirsthand experience with the person/entity being reviewed; (2) your reviewsshould not contain offensive profanity, or abusive, racist, offensive, or hatelanguage; (3) your reviews should not contain discriminatory references basedon religion, race, gender, national origin, age, marital status, sexualorientation, or disability; (4) your reviews should not contain references toillegal activity; (5) you should not be affiliated with competitors if postingnegative reviews; (6) you should not make any conclusions as to the legality ofconduct; (7) you may not post any false or misleading statements; and (8) youmay not organize a campaign encouraging others to post reviews, whether positiveor negative. 
We mayaccept, reject, or remove reviews in our sole discretion. We have absolutely noobligation to screen reviews or to delete reviews, even if anyone considersreviews objectionable or inaccurate. Reviews are not endorsed by us, and do notnecessarily represent our opinions or the views of any of our affiliates orpartners. We do not assume liability for any review or for any claims,liabilities, or losses resulting from any review. By posting a review, youhereby grant to us a perpetual, non-exclusive, worldwide, royalty-free,fully-paid, assignable, and sublicensable right and license to reproduce,modify, translate, transmit by any means, display, perform, and/or distributeall content relating to reviews.

SUBMISSIONS
You acknowledgeand agree that any questions, comments, suggestions, ideas, feedback, or otherinformation regarding the Site or the Marketplace Offerings("Submissions") provided by you to us are non-confidential and shallbecome our sole property. We shall own exclusive rights, including allintellectual property rights, and shall be entitled to the unrestricted use anddissemination of these Submissions for any lawful purpose, commercial orotherwise, without acknowledgment or compensation to you. You hereby waive allmoral rights to any such Submissions, and you hereby warrant that any suchSubmissions are original with you or that you have the right to submit suchSubmissions. You agree there shall be no recourse against us for any alleged oractual infringement or misappropriation of any proprietary right in yourSubmissions. 

THIRD-PARTYWEBSITES AND CONTENT
The Sitemay contain (or you may be sent via the Site or the Marketplace Offerings)links to other websites ("Third-Party Websites") as well as articles,photographs, text, graphics, pictures, designs, music, sound, video,information, applications, software, and other content or items belonging to ororiginating from third parties ("Third-Party Content"). SuchThird-Party Websites and Third-Party Content are not investigated, monitored,or checked for accuracy, appropriateness, or completeness by us, and we are notresponsible for any Third Party Websites accessed through the Site or anyThird-Party Content posted on, available through, or installed from the Site,including the content, accuracy, offensiveness, opinions, reliability, privacypractices, or other policies of or contained in the Third-Party Websites or theThird-Party Content. Inclusion of, linking to, or permitting the use orinstallation of any Third-Party Websites or any Third-Party Content does notimply approval or endorsement thereof by us. If you decide to leave the Siteand access the Third-Party Websites or to use or install any Third-PartyContent, you do so at your own risk, and you should be aware these Terms of Useno longer govern. You should review the applicable terms and policies,including privacy and data gathering practices, of any website to which younavigate from the Site or relating to any applications you use or install fromthe Site. Any purchases you make through Third-Party Websites will be throughother websites and from other companies, and we take no responsibilitywhatsoever in relation to such purchases which are exclusively between you andthe applicable third party. You agree and acknowledge that we do not endorsethe products or services offered on Third-Party Websites and you shall hold usharmless from any harm caused by your purchase of such products or services.Additionally, you shall hold us harmless from any losses sustained by you orharm caused to you relating to or resulting in any way from any Third-PartyContent or any contact with Third-Party Websites.

SITEMANAGEMENT
We reservethe right, but not the obligation, to: (1) monitor the Site for violations ofthese Terms of Use; (2) take appropriate legal action against anyone who, inour sole discretion, violates the law or these Terms of Use, including withoutlimitation, reporting such user to law enforcement authorities; (3) in our solediscretion and without limitation, refuse, restrict access to, limit theavailability of, or disable (to the extent technologically feasible) any ofyour Contributions or any portion thereof; (4) in our sole discretion andwithout limitation, notice, or liability, to remove from the Site or otherwisedisable all files and content that are excessive in size or are in any wayburdensome to our systems; and (5) otherwise manage the Site in a mannerdesigned to protect our rights and property and to facilitate the proper functioningof the Site and the Marketplace Offerings.

PRIVACYPOLICY
We careabout data privacy and security. By using the Site or the MarketplaceOfferings, you agree to be bound by our Privacy Policy posted on the Site,which is incorporated into these Terms of Use. Please be advised the Site andthe Marketplace Offerings are hosted in the United States. If you access theSite or the Marketplace Offerings from any other region of the world with lawsor other requirements governing personal data collection, use, or disclosurethat differ from applicable laws in the United States, then through yourcontinued use of the Site, you are transferring your data to the United States,and you agree to have your data transferred to and processed in the UnitedStates.

TERM ANDTERMINATION
These Termsof Use shall remain in full force and effect while you use the Site. WITHOUTLIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, INOUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OFTHE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IPADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUTLIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED INTHESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATEYOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETEANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OURSOLE DISCRETION. 
If weterminate or suspend your account for any reason, you are prohibited fromregistering and creating a new account under your name, a fake or borrowedname, or the name of any third party, even if you may be acting on behalf ofthe third party. In addition to terminating or suspending your account, wereserve the right to take appropriate legal action, including withoutlimitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONSAND INTERRUPTIONS
We reservethe right to change, modify, or remove the contents of the Site at any time orfor any reason at our sole discretion without notice. However, we have noobligation to update any information on our Site. We also reserve the right tomodify or discontinue all or part of the Marketplace Offerings without noticeat any time. We will not be liable to you or any third party for anymodification, price change, suspension, or discontinuance of the Site or theMarketplace Offerings.  
We cannotguarantee the Site and the Marketplace Offerings will be available at alltimes. We may experience hardware, software, or other problems or need toperform maintenance related to the Site, resulting in interruptions, delays, orerrors. We reserve the right to change, revise, update, suspend, discontinue,or otherwise modify the Site or the Marketplace Offerings at any time or forany reason without notice to you. You agree that we have no liabilitywhatsoever for any loss, damage, or inconvenience caused by your inability toaccess or use the Site or the Marketplace Offerings during any downtime ordiscontinuance of the Site or the Marketplace Offerings. Nothing in these Termsof Use will be construed to obligate us to maintain and support the Site or theMarketplace Offerings or to supply any corrections, updates, or releases inconnection therewith.

GOVERNINGLAW
These Termsof Use and your use of the Site and the Marketplace Offerings are governed byand construed in accordance with the laws of the State of California applicableto agreements made and to be entirely performed within the State of California,without regard to its conflict of law principles.

DISPUTERESOLUTION
InformalNegotiations
To expediteresolution and control the cost of any dispute, controversy, or claim relatedto these Terms of Use (each a "Dispute" and collectively, the"Disputes") brought by either you or us (individually, a"Party" and collectively, the "Parties"), the Parties agreeto first attempt to negotiate any Dispute (except those Disputes expresslyprovided below) informally for at least thirty (30) days before initiatingarbitration. Such informal negotiations commence upon written notice from oneParty to the other Party.
BindingArbitration
If theParties are unable to resolve a Dispute through informal negotiations, theDispute (except those Disputes expressly excluded below) will be finally andexclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUTTHIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.The arbitration shall be commenced and conducted under the CommercialArbitration Rules of the American Arbitration Association ("AAA")and, where appropriate, the AAA’s Supplementary Procedures for Consumer RelatedDisputes ("AAA Consumer Rules"), both of which are available at theAAA website: www.adr.org. Your arbitration fees and yourshare of arbitrator compensation shall be governed by the AAA Consumer Rulesand, where appropriate, limited by the AAA Consumer Rules. The arbitration maybe conducted in person, through the submission of documents, by phone, oronline. The arbitrator will make a decision in writing, but need not provide astatement of reasons unless requested by either Party. The arbitrator mustfollow applicable law, and any award may be challenged if the arbitrator failsto do so. Except where otherwise required by the applicable AAA rules orapplicable law, the arbitration will take place in San Francisco, California.Except as otherwise provided herein, the Parties may litigate in court tocompel arbitration, stay proceedings pending arbitration, or to confirm,modify, vacate, or enter judgment on the award entered by the arbitrator.
If for anyreason, a Dispute proceeds in court rather than arbitration, the Dispute shallbe commenced or prosecuted in the state and federal courts located inCalifornia, and the Parties hereby consent to, and waive all defenses of lackof personal jurisdiction, and forum non conveniens with respect to venue andjurisdiction in such state and federal courts. Application of the UnitedNations Convention on Contracts for the International Sale of Goods and theUniform Computer Information Transaction Act (UCITA) is excluded from theseTerms of Use.
If thisprovision is found to be illegal or unenforceable, then neither Party willelect to arbitrate any Dispute falling within that portion of this provisionfound to be illegal or unenforceable, and such Dispute shall be decided by acourt of competent jurisdiction within the courts listed for jurisdictionabove, and the Parties agree to submit to the personal jurisdiction of thatcourt.
Restrictions
The Partiesagree that any arbitration shall be limited to the Dispute between the Partiesindividually. To the full extent permitted by law, (a) no arbitration shall bejoined with any other proceeding; (b) there is no right or authority for anyDispute to be arbitrated on a class-action basis or to utilize class actionprocedures; and (c) there is no right or authority for any Dispute to bebrought in a purported representative capacity on behalf of the general publicor any other persons.
Exceptionsto Informal Negotiations and Arbitration
The Partiesagree that the following Disputes are not subject to the above provisionsconcerning informal negotiations and binding arbitration: (a) any Disputesseeking to enforce or protect, or concerning the validity of, any of theintellectual property rights of a Party; (b) any Dispute related to, or arisingfrom, allegations of theft, piracy, invasion of privacy, or unauthorized use;and (c) any claim for injunctive relief. If this provision is found to beillegal or unenforceable, then neither Party will elect to arbitrate anyDispute falling within that portion of this provision found to be illegal orunenforceable and such Dispute shall be decided by a court of competentjurisdiction within the courts listed for jurisdiction above, and the Partiesagree to submit to the personal jurisdiction of that court.

CORRECTIONS
There maybe information on the Site that contains typographical errors, inaccuracies, oromissions that may relate to the Marketplace Offerings, including descriptions,pricing, availability, and various other information. We reserve the right tocorrect any errors, inaccuracies, or omissions and to change or update theinformation on the Site at any time, without prior notice.

DISCLAIMER
THE SITEAND THE MARKETPLACE OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS.YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK.TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS ORIMPLIED, IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS AND YOUR USETHEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WEMAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THESITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUMENO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OFCONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATUREWHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANYUNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONALINFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTIONOR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS,(5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TOOR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS INANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS ARESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADEAVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUMERESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRDPARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILEAPPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE APARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEENYOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASEOF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULDUSE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONSOF LIABILITY
IN NO EVENTWILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRDPARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL,OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OROTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE MARKETPLACE OFFERINGS,EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDINGANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSEWHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BELIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US  DURING THETHREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $1,000.00 USD.CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ONIMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESELAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOTAPPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION
You agreeto defend, indemnify, and hold us harmless, including our subsidiaries,affiliates, and all of our respective officers, agents, partners, and employees,from and against any loss, damage, liability, claim, or demand, includingreasonable attorneys’ fees and expenses, made by any third party due to orarising out of: (1) your Contributions; (2) use of the Marketplace Offerings;(3) breach of these Terms of Use; (4) any breach of your representations andwarranties set forth in these Terms of Use; (5) your violation of the rights ofa third party, including but not limited to intellectual property rights; or(6) any overt harmful act toward any other user of the Site or the MarketplaceOfferings with whom you connected via the Site. Notwithstanding the foregoing,we reserve the right, at your expense, to assume the exclusive defense andcontrol of any matter for which you are required to indemnify us, and you agreeto cooperate, at your expense, with our defense of such claims. We will usereasonable efforts to notify you of any such claim, action, or proceeding whichis subject to this indemnification upon becoming aware of it.

USERDATA
We willmaintain certain data that you transmit to the Site for the purpose of managingthe performance of the Marketplace Offerings, as well as data relating to youruse of the Marketplace Offerings. Although we perform regular routine backupsof data, you are solely responsible for all data that you transmit or thatrelates to any activity you have undertaken using the Marketplace Offerings.You agree that we shall have no liability to you for any loss or corruption ofany such data, and you hereby waive any right of action against us arising fromany such loss or corruption of such data.

ELECTRONICCOMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visitingthe Site, sending us emails, and completing online forms constitute electroniccommunications. You consent to receive electronic communications, and you agreethat all agreements, notices, disclosures, and other communications we provideto you electronically, via email and on the Site, satisfy any legal requirementthat such communication be in writing. YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONICDELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED ORCOMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirementsunder any statutes, regulations, rules, ordinances, or other laws in anyjurisdiction which require an original signature or delivery or retention ofnon-electronic records, or to payments or the granting of credits by any meansother than electronic means. 

CALIFORNIAUSERS AND RESIDENTS
If anycomplaint with us is not satisfactorily resolved, you can contact the ComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112,Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)445-1254.

MISCELLANEOUS
These Termsof Use and any policies or operating rules posted by us on the Site or inrespect to the Marketplace Offerings constitute the entire agreement andunderstanding between you and us. Our failure to exercise or enforce any rightor provision of these Terms of Use shall not operate as a waiver of such rightor provision. These Terms of Use operate to the fullest extent permissible bylaw. We may assign any or all of our rights and obligations to others at anytime. We shall not be responsible or liable for any loss, damage, delay, orfailure to act caused by any cause beyond our reasonable control. If anyprovision or part of a provision of these Terms of Use is determined to beunlawful, void, or unenforceable, that provision or part of the provision isdeemed severable from these Terms of Use and does not affect the validity andenforceability of any remaining provisions. There is no joint venture, partnership,employment or agency relationship created between you and us as a result ofthese Terms of Use or use of the Marketplace Offerings. You agree that theseTerms of Use will not be construed against us by virtue of having drafted them.You hereby waive any and all defenses you may have based on the electronic formof these Terms of Use and the lack of signing by the parties hereto to executethese Terms of Use.

CONTACTUS
In order toresolve a complaint regarding the Site or the Marketplace Offerings or toreceive further information regarding use of the Site or the MarketplaceOfferings, please contact us at: 
SilkChart
825 MARSHALL STREDWOOD CITY, CA 94063
United States
hello@silkchart.com

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