Terms of Service

Effective October 1, 2026

Chipp is an app for splitting expenses with the people in your life and settling up afterwards. These Terms of Service (the “Terms”) are the agreement between you and Chipp Inc. (“Chipp,” “we,” “us,” or “our”), a Delaware corporation, covering the Chipp mobile apps, the chipp.it website, our shareable expense and receipt links, and everything else we offer under the Chipp name (together, the “Service”). By creating an account, or by using the Service in any way, you agree to these Terms. If you do not agree, please do not use Chipp.

Section 01Agreement to these Terms

These Terms form a binding legal contract between you and Chipp Inc. They apply every time you open the app, view a Chipp link, or otherwise use the Service, whether or not you have an account. If you use Chipp on behalf of someone else, you represent that you have the authority to bind that person to these Terms.

The plain-English summary above, the descriptions on our website, and any in-app explanations are provided for convenience and are not a substitute for these Terms. Where a summary and the full text differ, the full text governs. Certain features also have their own in-app disclosures — for example the exact fee shown before you confirm a payment — and those disclosures are part of this agreement for the transaction they describe.

Please read Section 24 carefully. It affects how disputes between you and Chipp are resolved and includes a waiver of class actions and jury trials, subject to a 30-day opt-out.

Section 02Eligibility

You must be at least 18 years old, a resident of the United States, and have the legal capacity to enter into a contract in order to use Chipp. The Service is designed for United States consumers and is not offered to people under 18. Some features, particularly those involving money movement, are available only after we and our payment partners have verified your identity.

You may not use Chipp if you are the subject of sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), if you appear on any U.S. government list of prohibited or restricted parties, or if you are located in a jurisdiction subject to comprehensive U.S. sanctions. You may not use Chipp if we have previously suspended or terminated your account.

You may hold one account per person. The information you give us — your name, email address, phone number, date of birth and anything else we request for verification — must be accurate, current and complete, and you agree to update it when it changes. Providing false information is a breach of these Terms and may cause us to close your account and report the matter where the law requires.

Section 03Your account and security

You are responsible for everything that happens under your account. Keep your sign-in credentials confidential, and do not let anyone else use your account or sign in on your behalf. Chipp supports sign-in with Google, with Apple on iOS, or with an email address, and requires a verified phone number; keeping that phone number current matters, because it is how we deliver security codes and account notices.

We strongly recommend enabling the device lock feature in Chipp (Face ID, Touch ID or your device passcode) and keeping a lock screen on your phone. A phone that is unlocked and unattended is the most common way an account is misused, and activity carried out from your device with your credentials is treated as your activity.

If you believe your account, your phone number, your email address or any linked financial account has been compromised, contact us immediately at support@chipp.it and change your credentials. We may suspend account activity while we investigate. We may also require you to re-verify your identity, re-authenticate a linked bank or card, or provide documentation at any time, including before releasing a payout.

Section 04The Chipp service — what it is and is not

Chipp is a software tool for recording and coordinating shared expenses. You can add an expense, split it equally or unequally among friends, groups and contacts, record who paid, track balances across currencies, categorize spending, set expenses to recur, chat with a group, scan and itemize a receipt, ask questions of our AI assistant, follow a budget, link bank and card accounts to see your spending, share a public link so someone can view and pay an expense, collect money into a pool, and settle up through our payment partners.

Regulated payment services within the Service — card acceptance, ACH debits and credits, connected-account payouts and identity verification — are provided by our payment partners, principally Stripe and Plaid, under their own agreements with you. Chipp facilitates and presents those services inside the app; we are not the party holding or transmitting your funds.

Balances shown inside Chipp are a record of what you and other users have entered. A balance between you and a friend is a bookkeeping entry, not a legally enforceable obligation created by Chipp, and it is only as accurate as what the people involved have recorded.

Section 05Third-party services and their terms

Chipp is built on services provided by other companies. When you use a feature that depends on one of them, you are also entering into an agreement with that company, and those agreements are incorporated into these Terms by reference. Where a third party’s terms conflict with these Terms as to that third party’s service, the third party’s terms control.

Stripe

Payments, payouts, connected accounts and identity verification within Chipp are processed by Stripe. If you receive money through Chipp, a Stripe connected account is created for you and you agree to the Stripe Connected Account Agreement, which incorporates the Stripe Services Agreement. Stripe’s handling of your information is described in the Stripe Privacy Policy. You authorize Chipp to share with Stripe the information Stripe needs to provide those services and to comply with its legal obligations, including your name, date of birth, contact details and identity documents.

Plaid

When you link a bank account or card, or verify your identity, we use Plaid. By linking an account you grant Plaid and Chipp permission to access and use your account information — including account and routing details, balances, transaction history and identity information held by your financial institution — as described in these Terms and in the Plaid End User Privacy Policy. You can unlink an institution in the app at any time, which revokes that permission going forward.

Apple and Google

The Chipp apps are distributed through the Apple App Store and Google Play, and subscriptions are sold through those stores. Your use of the app is also subject to the applicable store terms. Apple and Google are not parties to these Terms, are not responsible for the Service, and provide no warranty for it; as between Chipp and Apple, Chipp alone is responsible for the app and for addressing any claim relating to it. Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the iOS app and may enforce them against you.

Google Vertex AI and Gemini, and Firebase

Chipp’s AI features are powered by Google Cloud’s Vertex AI and Gemini models. Authentication, push notifications and app integrity checks use Firebase. Content you send to an AI feature is transmitted to Google for processing as described in Section 12 and in our Privacy Policy.

Venmo, Cash App, Zelle, PayPal and other payment handles

Chipp lets you save payment handles — Venmo, Cash App, Zelle and PayPal in the United States, and handle-based local rails such as UPI, Pix, PayNow, PromptPay, DuitNow, PayID and Interac outside it — and will deep-link you into the relevant app or copy the handle for you. Chipp does not process, hold, route, guarantee, reverse or refund any payment made through those services, and we cannot see whether such a payment actually happened. Marking a payment as settled in Chipp is a note you are making, not proof of payment. Chipp is not affiliated with, endorsed by or sponsored by any of those companies, and their names and logos are the trademarks of their respective owners.

Section 06Money movement, balances and limits

Funding sources and authorization

You can fund a payment from a bank account linked through Plaid, from a debit or credit card, from Apple Pay or Google Pay, or from your Chipp Balance. By adding a funding source and confirming a transaction, you authorize Chipp and its payment processor to initiate debits from and credits to that account or card in the amounts you confirm, including any related fees, and to initiate correcting entries where an earlier entry was made in error. This authorization remains in effect until you remove the funding source or close your account, and it applies to one-time payments as well as any recurring payment you set up. Where a debit is a recurring one, you will see its amount and schedule before you authorize it.

Timing

Standard bank transfers travel over the ACH network and typically settle in 3–5 business days, and sometimes longer — weekends, bank holidays, risk review and your bank’s own processing all add time. Card, Apple Pay and Google Pay funded transfers are presented as instant and usually complete within minutes, but we cannot guarantee any specific timing. Any timing shown in the app is an estimate, not a commitment.

Chipp Balance

Your Chipp Balance is a record of funds held for you within the Chipp and Stripe environment, in pooled or connected accounts maintained by our payment processor at its financial institutions. You can top it up from a linked bank account (free) or from Apple Pay (for a fee disclosed in the app at the time of the transaction), spend it to settle with other users, and withdraw it to a bank account you control.

Limits, review and holds

Transaction limits, balance limits, velocity limits and per-feature limits may apply to your account. These limits exist for fraud, risk and legal-compliance reasons, they differ between users, and we may add, lower or change them at any time without advance notice. We may also decline, delay, hold, reverse, freeze or reverse-and-return any transaction, and we may suspend some or all activity on an account, where we reasonably believe it is necessary to prevent fraud or loss, to comply with law or with sanctions screening obligations, to complete a risk or compliance review, or to honor a request from a payment partner, a financial institution or a government authority. We may require identity documents, proof of address, or an explanation of a transaction before releasing funds.

We will tell you when we can, but there are situations in which the law prevents us from explaining a hold or a closure.

Dormant and unclaimed funds, and taxes

If your account becomes dormant and you have an unclaimed balance, we will attempt to contact you at the email address and phone number on your account. Unclaimed balances are handled in accordance with applicable unclaimed-property (escheat) law, which may require us to remit the funds to a state authority; after that, you must claim them from the state.

You are responsible for your own taxes. Chipp does not provide tax advice and does not determine whether a payment is income to you. Where a payment partner is required to issue a tax form, it will do so based on its own criteria and may require a taxpayer identification number from you.

Section 07Failed, returned and reversed payments

Payments do not always complete. A bank debit can be returned for insufficient funds, a closed account or a stop-payment order; a card payment can be declined, reversed, or charged back by the cardholder’s issuing bank; and a transfer can be reversed as part of a fraud or compliance investigation.

If a payment you initiated is returned, reversed or charged back after we have already credited someone, you remain responsible for the amount. You authorize us and our payment processor to recover it by debiting your Chipp Balance, by debiting the funding source you used or any other funding source on your account, by netting it against amounts otherwise payable to you, or by any combination of those. Where a return or chargeback causes us to incur a fee, we may charge you a returned-payment fee in the amount disclosed in the app at the time of the transaction.

You agree to keep at least one valid funding source on your account while you owe anything to Chipp or to another user through the Service. If your Chipp account goes negative and you do not resolve it after we ask you to, we may suspend your account, refer the amount to a collection agency, and pursue any other remedy available to us. You are responsible for the costs of collection to the extent the law allows.

Section 08Disputes between users

Chipp is a shared notebook with a payment button attached. The expenses, amounts, splits, categories, notes and settlements in your account are entered by you and by the people you share with. Whether an expense is real, whether a split is fair, and whether anyone actually owes anything are matters strictly between the people involved.

Chipp records what users enter. We do not verify it, we do not adjudicate disagreements, we do not act as a mediator, arbitrator or escrow agent between users, and we do not guarantee that any user will pay you. A balance marked “settled” in Chipp is a record that someone said the matter was settled; it is not proof that money changed hands, particularly where the payment was made outside Chipp through a third-party handle or in cash.

Once a transfer between users has completed, Chipp has no obligation to reverse it, and in most cases cannot. If you send money to the wrong person or in the wrong amount, ask them to send it back. We may, entirely at our discretion and without any obligation to do so, assist by providing information about a transaction where the law permits.

If a dispute with another user escalates, your remedies are against that user, not against Chipp.

Section 09Fees

Chipp has two kinds of fees: subscription fees, described in Section 10, and transaction fees, described here.

Standard bank (ACH) transfers are free. For instant transfers — those funded by a card, Apple Pay or Google Pay — Chipp charges a service fee of approximately 1% above the underlying processing cost charged by our payment processor. In-app copy currently discloses a total of 2.99% on Apple Pay and Google Pay funded instant transfers. Topping up your Chipp Balance from a linked bank account is free; topping up from Apple Pay carries a fee.

We may introduce new fees or change existing ones. Where a change affects fees you would pay going forward, we will give notice in the app or by email before it takes effect, and continuing to use the affected feature after that means you accept the new fee. Changes never apply retroactively to a transaction you have already confirmed.

Fees charged by others are your responsibility: your bank’s overdraft, returned-item or wire fees; your card issuer’s cash-advance or foreign-transaction fees; currency conversion spreads applied by your bank or card network; and your mobile carrier’s message and data rates.

Section 10Subscriptions: Chipp+ and Chipp+ Circle

Chipp is free to use with metered limits: 3 receipt scans per month, 10 AI asks per month, and 1 linked bank plus 1 linked card. Chipp+ removes those meters and adds recurring expenses. Chipp+ Circle extends every Chipp+ benefit to each member of the groups the subscriber owns, so a household or a recurring travel group can be covered by one person’s subscription.

All prices are in U.S. dollars and exclude any tax that may be added at purchase.

How billing works

Subscriptions are sold and billed through the Apple App Store or Google Play, not directly by Chipp. Payment is charged to your store account at confirmation of purchase.

Subscriptions renew automatically unless auto-renewal is turned off at least 24 hours before the end of the current period. Your account is charged for renewal within 24 hours prior to the end of the current period, at the price then in effect for your plan. A subscription continues through the end of the period you have paid for even after you cancel.

Managing and cancelling

You manage and cancel in the store, not in Chipp:

• Apple: Settings › Apple Account › Subscriptions
• Google: Play Store › Payments & subscriptions › Subscriptions

Deleting the Chipp app, or deleting your Chipp account, does not cancel a subscription. You must cancel it with the store separately.

Free trials

Where a free trial is offered — currently on Chipp+ Circle yearly — it converts to a paid subscription at the end of the trial unless you cancel at least 24 hours before it ends. Any unused portion of a free trial is forfeited when you purchase a subscription, where the store applies that rule. Trials are limited to one per person and per store account, and we and the stores may withdraw or vary trial offers.

Refunds

Because the stores handle the money, refunds for subscriptions are governed by Apple’s and Google’s policies, and Chipp generally cannot issue a refund for a store purchase. Request a refund through Apple or Google. We have no visibility into and no control over whether they grant it. Except where the law requires otherwise, subscription fees are non-refundable and partial periods are not prorated.

Price changes

We may change subscription prices. Price changes take effect at the start of a renewal period, after the notice and, where required, the consent that Apple or Google mandate for the plan in question. If you do not accept a new price, cancel before the change takes effect.

Circle members

Chipp+ Circle benefits flow to members of groups owned by the subscriber. Those benefits are tied to the subscription, not to the member: if the owner cancels, lets the subscription lapse, or removes a member from the group or the group itself, the member’s Chipp+ benefits end when the owner’s paid period ends, and that member returns to the free tier unless they subscribe themselves. Members do not acquire any independent right to the subscription and are not entitled to a refund from the owner or from Chipp.

Section 11Acceptable use

Chipp exists so friends, roommates, couples and travel groups can share costs. Using it for anything else on this list will get your account closed, and in serious cases reported.

You may not, and may not help anyone else to:

• use the Service for any illegal purpose, or in violation of any law, regulation or sanctions program;
• engage in money laundering, structuring, terrorist financing, or the movement of proceeds of crime;
• commit or attempt fraud, including using a payment instrument you are not authorized to use, or misrepresenting who you are or what a payment is for;
• engage in money transmission, remittance, currency exchange or any other activity requiring a licence you do not hold;
• fund or facilitate gambling, betting, lotteries, adult content or services, illegal drugs, controlled substances, weapons, ammunition, counterfeit goods, or any other prohibited activity of our payment partners;
• buy or sell goods or services through Chipp, act as a merchant, accept payment from customers, or use the Service for business or commercial payment processing of any kind;
• collect funds you are not entitled to, including by creating expenses for costs you did not incur, inflating amounts, or soliciting payment under false pretences;
• harass, threaten, defame, stalk or abuse anyone through group chat, comments, expense descriptions, reminders, nudges, invites or SMS sent through the Service;
• send unsolicited bulk messages, spam, chain messages or promotional content through any Chipp messaging feature;
• scrape, crawl, index, harvest or systematically retrieve data from the Service, including from public share links;
• reverse engineer, decompile, disassemble or attempt to derive the source code of the app, or access the Service other than through the interfaces we provide;
• circumvent, disable or manipulate free-tier meters, subscription gates, entitlement checks, rate limits or any other technical restriction;
• upload or transmit malware, or otherwise interfere with, overload, probe or attack the Service or its infrastructure;
• impersonate another person or entity, or misrepresent your affiliation with anyone;
• share, sell, rent or transfer your account, or let anyone else use it;
• use nearby Bluetooth discovery to locate, follow, stalk or harass anyone, or to identify people who have not chosen to be discoverable;
• infringe anyone’s intellectual property, privacy or publicity rights.

We may investigate suspected violations and may remove content, limit features, suspend or terminate accounts, and report activity to law enforcement or to our payment partners. We are not obliged to monitor the Service, and the fact that we did not act in one case does not waive our right to act in another.

Section 12AI features and disclaimer

Chipp includes AI features. They scan and itemize receipts from photos, camera captures and PDFs; answer free-text questions you type into Chipp AI; draft expenses and groups for you; and produce spending summaries, charts, Sankey diagrams, budget observations and “CFO insights.” Where you have linked bank or card accounts, those insights are derived from your transaction history.

To do this, the relevant content — your prompt text, the receipt image or file you uploaded, and the account, expense or transaction context needed to answer — is transmitted to Google’s Vertex AI and Gemini services for processing. Our Privacy Policy explains this in more detail.

Do not submit other people’s sensitive personal information to AI features — government identification numbers, full payment card numbers, health information, or anything similar. You are responsible for having the right to submit whatever you upload. We may limit, meter, change or discontinue AI features at any time, and their availability depends on our providers.

Section 13Your content, receipts and files

You keep ownership of what you put into Chipp: expense descriptions, notes, chat messages, receipt photos, uploaded files, your profile photo and everything else (“your content”). We do not claim ownership of it.

To run the Service we need permission to handle it. You grant Chipp a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, process, transmit, reproduce, adapt, modify (for formatting and technical purposes) and display your content as needed to operate, maintain, secure, troubleshoot and improve the Service and to provide it to the other users you have chosen to share with. This licence exists to make the product work — it does not give us the right to publish your expenses or sell your receipts — and it ends when your content is deleted, subject to backups and to the retention we describe in the Privacy Policy.

You represent and warrant that you own or have the rights to everything you upload, and that it does not infringe anyone’s rights or break any law.

We may remove or restrict access to content that we reasonably believe violates these Terms, infringes someone’s rights, or creates legal risk, and we may do so without prior notice.

Section 14Communications consent

By giving us your phone number, you consent to receive service and transactional text (SMS) messages from Chipp at that number, including verification codes, security alerts, payment confirmations, payment reminders and nudges, and, if you opt in to it, messages from our proactive assistant. Messages may be sent by an automatic telephone dialing system. Message and data rates may apply and message frequency varies depending on your activity.

Reply STOP to any Chipp text message to opt out of texts, and HELP for help. You can also write to support@chipp.it. Opting out of texts does not stop essential account, security, legal and transaction notices, which we will then deliver by email, by push notification, or in the app.

Consent to receive marketing or promotional texts is not a condition of purchasing anything from Chipp. You may use the Service, including paid subscriptions, without agreeing to receive promotional messages.

Push notifications can be turned off within Chipp’s settings and in your device’s operating system settings. Email preferences can be managed from the links in our emails or by contacting support; transactional and legal emails will continue regardless. Carriers are not liable for delayed or undelivered messages.

Section 15Referrals, invites and nudges

Chipp gives you invite and referral links you can share, and lets you remind someone about a balance they owe. You are responsible for who you invite, for the contact details you use to reach them, and for the content and tone of every reminder or nudge you send. Do not invite people who have asked you not to contact them, and do not use reminders to harass anyone.

To protect recipients, Chipp rate-limits automatic reminders, and we may further throttle, delay, batch or suppress messages at our discretion. We may change, suspend or end any referral programme, and we may withhold or reverse a referral benefit obtained through abuse, self-referral, fake accounts or any other manipulation.

Section 16Bluetooth and location

Chipp includes a nearby-discovery feature that uses Bluetooth Low Energy so you can find and add people who are physically near you. The feature is user-initiated: it runs when you open it, and while it is running your device advertises a limited identifier so other Chipp users nearby can find you. It does not broadcast your name in the advertisement packet, and it does not track your location over time.

You can decline the Bluetooth permission, or turn Bluetooth off, and the rest of Chipp will continue to work. On Android, the operating system may require a location permission in order for an app to scan for Bluetooth devices at all; granting it for this purpose does not mean Chipp is collecting your precise location for any other purpose. See the Privacy Policy for what we do and do not collect.

Section 17Privacy

Our Privacy Policy explains what information we collect, how we use it, who we share it with, how long we keep it and what rights you have. It is incorporated into these Terms by reference, and by using the Service you agree to the practices it describes.

Section 18Intellectual property

The Service — the apps, the website, the underlying software, the designs, the text and graphics we create, and the Chipp name, logo and other brand elements — is owned by Chipp Inc. and its licensors and is protected by copyright, trademark and other laws. Nothing in these Terms transfers any of it to you.

We grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Chipp app on devices you own or control, and to use the Service, for your own personal, non-commercial purposes in accordance with these Terms. That licence ends when these Terms end.

If you send us feedback, suggestions or ideas about Chipp, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation, attribution or compensation to you. Please do not send us anything you consider confidential.

Section 19Third-party links and content

The Service may link to or display content from websites, apps and services we do not control, including the payment apps we deep-link into and merchant information that appears in bank transaction data. We provide those links and that content for convenience. We do not endorse them, we are not responsible for their accuracy, availability, security or practices, and your use of them is governed by their own terms and privacy policies, not ours.

Section 20Termination and account deletion

You can delete your account yourself, at any time, from the profile screen in the app. You may also stop using the Service at any time.

Before you delete, please note:

• Balances must be resolved first. Withdraw any Chipp Balance to a bank account, and settle any amount you owe. We may decline to delete an account that carries a negative balance, an open payment, a pending payout or an unresolved dispute until it is resolved.
• Open expenses do not disappear. Shared expenses, groups and balances that involve other people remain visible to those people as part of their own records, without your account.
• Subscriptions are separate. Deleting your Chipp account does not cancel a Chipp+ or Chipp+ Circle subscription. Cancel it with Apple or Google as described in Section 10, or you will continue to be billed.
• Some records are retained. We retain financial and transaction records for as long as the law requires, as described in the Privacy Policy.

We may suspend or terminate your access to all or part of the Service, with or without notice, if you breach these Terms, if we are required to by law or by a payment partner, if we reasonably suspect fraud or a risk of loss to us or to other users, or if we discontinue the Service. Where we can give notice we will.

Sections that by their nature should survive termination do survive it, including Section 7, Section 8, Section 13 (as to licences already granted), Section 18, Sections 21–23, Section 24, Section 25 and Section 27.

Section 21Disclaimers

The service is provided “as is” and “as available,” with all faults and without warranty of any kind.

To the fullest extent permitted by law, Chipp and its officers, directors, employees, agents, suppliers and licensors disclaim all warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising out of course of dealing or usage of trade.

Without limiting that, we do not warrant that: the Service will be uninterrupted, timely, secure or error-free; defects will be corrected; the Service or its servers are free of harmful components; transaction, balance, identity or merchant data obtained from banks, card networks, Plaid, Stripe or any other third party is accurate, complete or current; AI output is accurate; any payment will arrive within a particular time; or any person will ever repay a debt recorded in Chipp.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

Section 22Limitation of liability

To the fullest extent permitted by law, Chipp and its officers, directors, employees, agents, suppliers and licensors will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity or anticipated savings, arising out of or relating to the service or these Terms, whether based in contract, tort (including negligence), strict liability, statute or any other theory, and whether or not we were advised of the possibility of such damages.

Our total aggregate liability for all claims relating to the Service or these Terms will not exceed the greater of (a) the total amount you paid Chipp in the twelve months immediately before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or gross negligence or wilful misconduct. Those exclusions and limitations do not apply where the law forbids them, and in that case our liability is limited to the smallest extent the law permits.

The limitations in this section apply even if a limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk that is a fundamental part of the bargain between you and Chipp.

Section 23Indemnification

You agree to indemnify, defend and hold harmless Chipp Inc. and its officers, directors, employees, agents, suppliers and licensors from and against any claim, demand, action, proceeding, loss, liability, damage, cost or expense (including reasonable legal fees) arising out of or relating to: your use of the Service; your content; your breach of these Terms or of any law; your violation of anyone else’s rights; any dispute between you and another user, including any dispute about an expense, a split, a settlement or a payment made outside Chipp; any payment you initiated, including one that is returned, reversed or charged back; and any tax obligation of yours.

We may assume the exclusive defence and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defence. You will not settle any matter in a way that imposes an obligation on Chipp without our prior written consent.

Section 24Dispute resolution, binding arbitration and class action waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to participate in a class action.

Step one: talk to us first

Most problems can be sorted out quickly. Before starting arbitration, you agree to try to resolve the dispute informally by sending a written notice to support@chipp.it describing the dispute, what you want, and your account email. We will do the same for any dispute we have with you, using the contact details on your account. Both sides agree to work in good faith for 30 days from the date the notice is sent before either side begins arbitration. This step is a condition precedent to arbitration, and the applicable statute of limitations is tolled while it runs.

Agreement to arbitrate

If the dispute is not resolved within those 30 days, you and Chipp agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service — including its formation, interpretation, breach, termination, enforceability, or the relationship between us — will be resolved by binding individual arbitration rather than in court, except as set out below. This agreement to arbitrate is governed by the Federal Arbitration Act.

Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect, as modified by these Terms. The rules and filing instructions are available at adr.org. A single arbitrator will decide the dispute. The arbitrator, and not any court, has exclusive authority to decide questions of arbitrability — including whether this agreement to arbitrate applies, is enforceable, or has been formed — except as to the class action waiver below, which is for a court to decide. The arbitrator may award any relief a court could award to that individual claimant, and the arbitrator’s award may be entered as a judgment in any court of competent jurisdiction.

Seat and venue. The arbitration will be seated in Delaware, or, at your election, in the federal judicial district where you live. Where the rules permit, you may choose to proceed on the documents alone or by telephone or video, without travelling. AAA’s rules govern the allocation of filing and arbitrator fees, and we will pay the portion of those fees the rules require us to pay.

Exceptions

Two kinds of matters stay out of arbitration. Small claims: either of us may bring an individual claim in a small-claims court with jurisdiction, so long as it stays in that court and on an individual basis. Intellectual property and misuse: either of us may seek injunctive or other equitable relief in court to stop infringement or misappropriation of intellectual property, or unauthorized access to or misuse of the Service.

Severability and survival

If any part of this Section 24 other than the class action waiver is found unenforceable, that part is severed and the rest of the section continues to apply. If the class action waiver is found unenforceable in its entirety, then this entire Section 24 is null and void as to the claims in question. This section survives termination of these Terms and closure of your account.

Section 25Governing law and venue

These Terms and any dispute arising out of them or out of the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and by applicable United States federal law, including the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For any dispute that is not subject to arbitration — because you opted out, because it falls within an exception, or because a court has held that arbitration does not apply — you and Chipp consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware, and each of us waives any objection to that forum on grounds of personal jurisdiction or inconvenience. Nothing here deprives you of any protection of the mandatory consumer-protection law of the state where you live.

Section 26Changes to these Terms

We may update these Terms from time to time — to reflect new features, changes at our payment partners, or changes in the law. When we do, we will update the effective date at the top of this page.

If a change is material — for example a change to fees, to the arbitration section, or to how your money is handled — we will give you reasonable advance notice in the app, by email, or by push notification before it takes effect. Where the law requires your consent, we will ask for it.

Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Service, withdraw any balance, and delete your account as described in Section 20. Changes do not apply retroactively to a dispute of which we had notice before the change.

Section 27General

Entire agreement. These Terms, together with the Privacy Policy, any in-app disclosures that apply to a specific transaction or feature, and the third-party agreements incorporated in Section 5, are the entire agreement between you and Chipp about the Service, and they replace any earlier agreement or understanding on that subject.

Assignment. You may not assign or transfer these Terms or your account without our prior written consent, and any attempt to do so is void. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets.

Severability. If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions stay in full force. Section 24 has its own severability rule, which controls for that section.

No waiver. Our failure to enforce any provision is not a waiver of it, and no waiver is effective unless in writing and signed by an authorized representative of Chipp.

Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, war, terrorism, civil unrest, labour disputes, governmental action, failures of banks, card networks or the ACH system, power or internet failures, and failures of third-party providers.

Notices. We may give you notice by email to the address on your account, by push notification, by SMS, or by posting in the app or on chipp.it, and notice is effective when sent or posted. You must give us notice in writing at support@chipp.it or at the postal address in Section 28. Keeping your contact details current is your responsibility.

Headings and interpretation. Headings and the summary card are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

Export and sanctions compliance. You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You agree to comply with all applicable export control and sanctions laws in connection with the Service.

U.S. federal government end users. The Chipp software is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Government end users acquire only the rights set out in these Terms.

Relationship. Nothing in these Terms creates a partnership, joint venture, employment, agency or fiduciary relationship between you and Chipp.

Section 28Contact us

Questions about these Terms, a payment, an account, or anything else — including an arbitration opt-out or an informal dispute notice — can be sent to us at:

Email: support@chipp.it
Mail: Chipp Inc., [ADDRESS], United States

To opt out of arbitration, use the subject line “Arbitration Opt-Out” and include your name and account email, as described in Section 24.