Terms and Conditions of Use
Last updated October 5, 2016
PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE (AS DEFINED BELOW). THIS IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND CHIP SHIELD, INC. (A Delaware Company), DULY ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES. BY ASSENTING ELECTRONICALLY, INSTALLING OR USING A CHIP SHIELD CARD READER AND ASSOCIATED SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
If you do not agree with the terms and conditions of this Agreement, do not continue the installation process and delete or destroy all copies of the Software in your possession.
This Agreement accompanies certain desktop software, browser extension and mobile application software intended to interact with the Chip Shield Card Reader as well as software (also known as “firmware”) that is executing within the device itself. This includes any upgrades or updates thereto as provided by CHIP SHIELD, INC., and is further referred to as the “Software”. In this Agreement, “Hardware” refers to any model of the Chip Shield Card Reader intended to interact with payment card EMV security chips. In this Agreement, “Documentation” means on-line explanatory information provided with the Software together with any information provided by CHIP SHIELD, INC. that lists the conditions subject to which you may use (or continue to use) the Software (the “Documentation”).
1 – License
CHIP SHIELD, INC. grants to you a non-exclusive perpetual license to use the Software, Hardware and the Documentation for so long as CHIP SHIELD, INC. makes the Software available, provided that you agree to the terms and conditions of this Agreement.
2 – Permitted Use of the Software
You may install and use the Software on an unlimited number of computers. You may also make appropriate number of the backup copies of the Software but not more than ten.
ANY USE OF THE SOFTWARE OTHER THAN AS EXPRESSLY AUTHORIZED BY THIS SECTION OR ANY RESALE OR FURTHER DISTRIBUTION OF THE SOFTWARE CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT LAWS.
3 – Upgrades and Updates
Upgrades and updates of the Software shall be provided to you by CHIP SHIELD, INC. as long as and to the extent in which CHIP SHIELD, INC. in its exclusive discretion makes such upgrades and updates available to the users of the Software.
4 – Ownership Rights
The Software, Hardware and Documentation is the intellectual property of CHIP SHIELD, INC. and is protected by applicable copyright laws, international treaty provisions and other applicable laws of the country in which the Software is being used. The structure, organization and code of the Software, as well as the structure, design and layout of the Hardware are valuable trade secrets and confidential information of CHIP SHIELD, INC. To the extent you provide any comments or suggestions about the Software to CHIP SHIELD, INC., CHIP SHIELD, INC. shall have the right to retain and use any such comments or suggestions in our current or future products or services, without further compensation to you and without your approval of such retention or use.
Except as stated in this Agreement, your possession, installation and use of the Software or Hardware does not grant you any rights or title to any intellectual property rights in the Software or Documentation. All rights to the Software, Hardware and Documentation, including all associated copyrights, patents, trade secret rights, trademarks and other intellectual property rights, are reserved by CHIP SHIELD, INC.
5 – Restrictions
You may not copy or use the Software or the Documentation except as set forth in Section 2 of this Agreement. You may not remove any proprietary notices or labels on the Software; any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on and in the Software. You agree not to modify, adapt, translate, reverse engineer, decompile or disassemble the Software or Hardware or otherwise attempt to discover the source code of the Software or algorithms contained therein or create any derivative works from the Software. You are not permitted to use the Software in connection with the provision of any commercial services which use 3rd party hardware or software that is not expressly licensed for use with the Software by CHIP SHIELD, INC.
6 – Transfer
You may not rent, lease, sub-license, or lend the Software or the Documentation or any portions thereof. You may, however, transfer all your rights to use the Software or Hardware and the Documentation to another individual/entity mentioned in Section 2 hereof provided that the transferee accepts the terms of this Agreement.
7 – Disclaimers and Exclusion of Liability
Be aware that the Software may make changes to your computer that may adversely affect its functionality, such as injecting Javascript code into 3rd party websites and modifying those sites to accept payment and account information (correctly or incorrectly) by the Software. You acknowledge and agree to such changes to your computer that may occur as a result of your use of the Software. The Software is not fault-tolerant and as such is not designed for use in hazardous environments requiring fail-safe performance.
Also be aware that the Hardware may not be able to read all chip cards and in rare cases may cause faults to occur with EMV chip cards that may render them unusable in other card readers as a result of our attempts to interact with those cards. Although we make every effort to correctly follow the EMV standards and use chipsets that have been certified as EMV Level I compliant for card interaction there are many variations implemented by card issues that and some may be incompatible with the Chip Shield Card Reader.
CHIP SHIELD, INC. AND ITS DISTRIBUTORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, HARDWARE OR DOCUMENTATION. THE REMEDY IN THIS SECTION STATES THE SOLE AND EXCLUSIVE REMEDIES FOR CHIP SHIELD, INC. OR ITS DISTRIBUTORS’ OR AGENTS’ BREACH OF WARRANTY. THE SOFTWARE AND HARDWARE IS PROVIDED “AS IS” AND CHIP SHIELD, INC. AND ITS DISTRIBUTORS MAKE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIM ANY AND ALL CONDITIONS AND WARRANTIES IMPLIED BY STATUTE, COMMON LAW OR JURISPRUDENCE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SUITABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
YOU AGREE AND ACCEPT THAT, TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHIP SHIELD, INC. OR ITS DISTRIBUTORS OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES, ESPECIALLY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR LOST DATA, EVEN IF CHIP SHIELD, INC. OR ITS DISTRIBUTOR OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. TO THE FULL EXTENT PERMITTED BY LAW, YOU AGREE AND ACCEPT THAT IN NO CASE SHALL CHIP SHIELD, INC.’S OR ITS DISTRIBUTORS’ OR AGENTS’ LIABILITY FOR ANY DAMAGE EXCEED THE LESSER OF TWENTY U.S. DOLLARS ($20.00) OR THE AMOUNT OF THE ONE YEAR LICENSE FEE FOR CHIP SHIELD, INC.’S INDIVIDUAL USER PRODUCT.
THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY OF CHIP SHIELD, INC. AND ITS DISTRIBUTORS DO NOT LIMIT POTENTIAL LIABILITY FOR DEATH OR PERSONAL INJURY OVER THE EXTENT PERMITTED BY APPLICABLE LAWS.
8 – Privacy; Processing of Personal Information
The Software collects certain information, which may include personally identifiable information, from the computer on which it is installed, including:
Site Domain Names: When the Chip Shield browser extension is open and visible, we store the domain name, but not individual page history, of websites visited. This is done to track aggregated statistics for the purpose of improving support for websites commonly visited by customers.
Cardholder Information: When a card is linked to a Chip Shield account, we store the cardholder name, last 4 digits and the card expiration date of the card. Linking a card to an account is optional and the card information is stored to provide a list of associated cards that may need to be unlinked if they have been lost or stolen.
Billing and Shipping Information: When a customer creates a Chip Shield account, they may choose to store Billing and Shipping address information to simplify the check-out process on various merchant sites. This information is stored in an encrypted format in our systems that can only be decrypted when a chip card linked to your account is inserted into our reader and the keys are re-generated in the reader.
Username and Password Information: When a customer creates a Chip Shield account, they may choose to store Username and Password information to simplify the login process on various internet sites. This information is stored in an encrypted format in our systems that can only be decrypted when a chip card linked to your account is inserted into our reader and the keys are re-generated in the reader.
Troubleshooting Information: Certain information about the installation and operation of the Software if it encountered errors or problems to aid in resolving Software or compatibility issues.
By using the Software, you acknowledge and agree that CHIP SHIELD, INC. may collect and use the information as described above. You are giving this consent on behalf of all users of all computers where the Software will be used under this license and you accept full responsibility for informing all users and acquiring their fully informed, free and valid consent with processing of their personal information by the Software as described above.
By using the Software, you acknowledge and agree that CHIP SHIELD, INC. may collect, transmit, store and analyze such information for any of the foregoing purposes listed in this Section.
9 – U.S. Government Restricted Rights
This Software and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, and subject to certain restricted rights as identified in FAR Section 52.227-19 “Commercial Computer Software – Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, or any successor U.S. regulations. Any use, modification, reproduction, release, performance, display or disclosure of the Software by the U.S. Government shall be done solely in accordance with this Agreement.
10 – Export Regulations
You agree and accept that the Software and the Documentation may be subject to import and export laws of any country, including those of the United States (specifically the Export Administration Regulations (EAR)) and the European Union. If you transfer or export the Software, which in all cases must be done in accordance with this Agreement, you agree to and acknowledge that you are exclusively responsible for complying with all applicable laws and regulations, including but not limited to all United States and European Union trade sanctions and export regulations (including any activities relating to nuclear, chemical or biological materials or weapons, missiles or technology capable of mass destruction), regardless of the country in which you reside in or of which you are a citizen.
11 – Governing Law and Jurisdiction
The laws of the State of California, excluding its conflicts of law rules, govern this Agreement and your use of the Software and the Documentation. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The courts located within the county of Santa Clara, California shall be the exclusive jurisdiction and venue for any dispute or legal matter arising out of or in connection with this Agreement or your use of the Software and the Documentation. Notwithstanding this, you agree that CHIP SHIELD, INC. shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
12 – General
This Agreement is the entire agreement between you and CHIP SHIELD, INC. relating to the Software, Hardware and Documentation. This Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software, Hardware or Documentation. Notwithstanding the foregoing, nothing in this Agreement will diminish any rights you may have under existing consumer protection legislation or other applicable laws in your jurisdiction that may not be waived by contract.
This Agreement will immediately terminate upon your breach of any obligation contained herein (especially your obligations in Sections 2, 5, 10). CHIP SHIELD, INC. reserves the right to any other remedies available under law in the event your breach of this Agreement adversely affects CHIP SHIELD, INC. or its distributors or agents. The limitations of liability and disclaimers of warranty and damages contained herein shall survive termination of this Agreement. This Agreement may be modified by the Documentation. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by CHIP SHIELD, INC. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
13 – International Visitors
The Service is hosted in the United States and is intended for visitors located within the United States. If you choose to use the Service from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the U.S. to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Service. By providing any information, including personal information, on or to the Service, you consent to such transfer, storage, and processing.
14 – Changes and Updates to this Policy
Please revisit this page periodically to stay aware of any changes to this Policy, which we may update from time to time. If we modify the Policy, we will make it available through the Service, and indicate the date of the latest revision. In the event that the modifications materially alter your rights or obligations hereunder, we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Service for the first time after such material changes are made. Your continued use of the Service after the revised Policy has become effective indicates that you have read, understood and agreed to the current version of the Policy.
15 – Our Contact Information
Please contact us with any questions or comments about this Policy, your personal information, our use and disclosure practices, or your consent choices by email at support@chipshield.com.