Terms of Service

Welcome to Chiply Marketplace (“Chiply,” “we,” “our,” or “us”).

These Terms of Service (“Terms”) govern your access to and use of the Chiply platform, websites, applications, services, content, and related functionality.

By creating an account, accessing the platform, contributing to a Goal, creating a Goal, participating in the automated recipient-ranking process, or otherwise using Chiply, you agree to be bound by these Terms.

Use of the platform is also governed by Chiply's Privacy Policy.

1. Eligibility

You must:

• Be at least eighteen (18) years old.
• Have the legal capacity to enter into binding agreements.
• Provide accurate account information.
• Comply with all applicable laws and regulations.

Chiply reserves the right to require identity, age, payment-account, business, tax, or other verification at any time.

Chiply may prohibit or restrict use of the platform in jurisdictions, locations, or circumstances where operation of the platform or a particular transaction would violate applicable law, payment-provider requirements, or Chiply policy.

2. Definitions

Goal: A listing created by a Goal Creator describing an item available for transfer through Chiply's contribution and automated recipient-ranking system.

Goal Creator: An individual or business that creates a Goal and offers an item for transfer.

Contributor: A user who contributes funds toward a Goal.

Recipient: A Contributor eligible to receive an item through Chiply's automated deterministic voting and ranking process.

REP ID: A temporary governance unit generated through Contributions to a Goal and used as an input within Chiply's automated recipient-ranking system.

Multiplier: An enhancement factor that may increase the voting influence associated with eligible REP IDs according to Chiply's rules.

Selected Recipient: The highest-ranked eligible Recipient determined through Chiply's automated deterministic voting and ranking process.

Transfer Verification PIN: A verification code issued by Chiply and used to confirm successful transfer of an item.

Contribution: Funds provided by a Contributor toward a specific Goal through an approved third-party payment provider.

3. Platform Overview

Chiply operates a marketplace platform that enables users to:

1. Create Goals.
2. Contribute funds toward Goals.
3. Receive REP IDs associated with Contributions.
4. Participate through an automated deterministic voting and ranking process.
5. Establish Recipient rankings.
6. Facilitate item transfers between Goal Creators and Selected Recipients.

Chiply is a platform provider and is not the owner of items listed by users.

Unless Chiply expressly states otherwise, Chiply is not the manufacturer, distributor, dealer, title holder, or physical custodian of items listed by Goal Creators.

Goal Creators, and not Chiply, are responsible for the ownership, legality, condition, description, and lawful transfer of their listed items.

4. User Accounts

Users are responsible for:

• Maintaining account security.
• Keeping account information accurate.
• Protecting login credentials.
• All activity occurring under their account.

Users may not:

• Share accounts.
• Create fraudulent accounts.
• Maintain multiple accounts for the purpose of manipulating the platform.
• Circumvent platform restrictions.
• Impersonate another person or entity.
• Use another person's identity or payment credentials without authorization.

Chiply may require additional verification before allowing a user to contribute, create Goals, receive an item, or receive transaction proceeds.

5. Goals

Goal Creators may create Goals listing eligible items for transfer.

Goal Creators represent and warrant that:

• They own the listed item or otherwise possess lawful authority to transfer it.
• They possess or control the listed item.
• The item description is accurate.
• Images accurately represent the item.
• Material defects, liens, restrictions, or conditions have been accurately disclosed.
• They have authority to transfer the item.
• The transfer will not violate the rights of any third party.
• They will comply with all applicable laws.
• They will comply with applicable payment-provider requirements.
• They will cooperate with verification and fraud-prevention procedures.

Chiply may require a Goal Creator to provide:

• Government-issued identification.
• Business formation information.
• Beneficial ownership information.
• Tax information.
• Bank or payment-account information.
• Proof of ownership.
• Purchase records.
• Title documents.
• Lien information.
• Serial numbers or vehicle identification numbers.
• Photographs or videos of the item.
• Proof of possession.
• Location information.
• Other documents reasonably necessary to verify the Goal or Goal Creator.

Chiply may refuse, delay, suspend, or remove a Goal until required verification has been completed.

Goals may close immediately when:

• Required funding is reached.
• Associated Contributions have been successfully processed or otherwise confirmed in accordance with payment-provider requirements.

Goals remain active for a maximum of fourteen (14) calendar days unless Chiply permits a different duration.

6. Funding and Contributions

Contributors may contribute funds toward active Goals.

Contribution minimums and maximums may be established and modified by Chiply.

Before submitting a Contribution, Contributors will be provided with applicable transaction information, which may include the Contribution amount, Goal information, and fees.

By submitting a Contribution, the Contributor authorizes the applicable payment provider to process the transaction according to the payment method selected.

Contributions are subject to these Terms, Chiply's applicable refund and cancellation rules, and requirements imposed by the applicable payment provider and payment network.

Once an automated voting and ranking process has occurred, Contributions are generally final except where a refund is required or permitted under these Terms, applicable law, payment-network requirements, or payment-provider procedures.

Nothing in these Terms limits any right that cannot legally be waived.

Fraudulent, knowingly false, abusive, collusive, or manipulative payment disputes may result in:

• Account restrictions.
• Suspension.
• Investigation.
• Termination.
• Loss of platform privileges.
• Other actions reasonably necessary to protect Chiply, its users, and its payment providers.

Chiply may issue or facilitate refunds after voting has occurred when required or appropriate due to:

• Failure of the Goal Creator to complete the required transfer.
• Fraud.
• Material misrepresentation.
• Platform error.
• Technical malfunction.
• Payment-provider action.
• Legal obligation.
• Regulatory requirement.
• Court order.
• Transaction invalidation.
• Other circumstances determined by Chiply to require cancellation or refund.

Goals That Do Not Reach the Target Amount

If a Goal does not reach its target amount within fourteen (14) days, or another period disclosed for that Goal, the Goal Creator may choose one of the following options.

A. Accept Partial Funding

The Goal Creator may elect to proceed with the amount contributed.

By accepting partial funding, the Goal Creator:

• Agrees to complete the transfer process.
• Waives any claim that the amount funded was insufficient.
• Accepts all obligations applicable to a fully funded Goal.
• Agrees that the automated voting and ranking process will proceed using the eligible Contributions and REP IDs associated with the Goal.

By contributing to a Goal, Contributors acknowledge and agree that a Goal Creator may elect to accept partial funding if the stated target amount is not reached.

If partial funding is accepted:

• The automated voting and ranking process will proceed.
• A Selected Recipient will be determined in the same manner applicable to other completed Goals.
• The Goal Creator remains obligated to transfer the item.
• A Contributor is not entitled to a refund solely because the original Goal target was not reached.
• The amount of partial funding accepted does not create an ownership interest in the item for any Contributor.
• Contributors who are not selected remain subject to the same participation rules applicable to a fully funded Goal.

B. Cancel the Goal

If the Goal Creator cancels rather than accepting partial funding:

• Voting does not occur.
• No Selected Recipient is established.
• Contributors receive refunds of their Contributions in accordance with applicable payment-provider procedures.

No Guarantee of Recipient Selection

Contributions to a Goal do not guarantee selection as a Recipient.

Participation in any Goal does not create any right, entitlement, expectation, or guarantee that a Contributor will receive the listed item.

Many Contributors may participate in a Goal without becoming the Selected Recipient.

Recipient selection is governed by Chiply's automated deterministic voting and ranking system.

No Ownership Interest Prior to Transfer

Contributions do not create ownership interests in any item, Goal, asset, business, or property listed on Chiply.

Contributors do not obtain equity, title, possession rights, beneficiary rights, fractional ownership, security interests, or other ownership interests in an item merely by participating in a Goal.

Ownership or title transfers only through the applicable transfer process between the Goal Creator and the Selected Recipient.

7. Third-Party Payment Processors

Chiply utilizes third-party payment service providers to process transactions associated with the platform.

Depending on the applicable payment provider and transaction structure, such providers may perform functions including:

• Payment authorization.
• Payment capture.
• Settlement.
• Payout processing.
• Refund processing.
• Transaction review.
• Fraud screening.
• Identity verification.
• Account verification.
• Reserve administration.
• Payment delays.
• Transaction restrictions.
• Dispute administration.

Payment transactions are subject to the applicable provider's rules, risk controls, legal obligations, underwriting requirements, and payment-network requirements.

Chiply does not guarantee that any payment provider will approve, process, settle, or permit a particular transaction.

Users acknowledge that payment providers may impose:

• Identity verification.
• Business verification.
• Transaction limits.
• Rolling reserves.
• Delayed settlement.
• Payout restrictions.
• Account reviews.
• Risk holds.
• Additional documentation requirements.
• Chargeback or dispute procedures.
• Other transaction controls.

Such requirements may be outside Chiply's control.

Chiply may delay a Goal, Recipient determination, transfer, or payout when reasonably necessary to comply with payment-provider requirements or resolve a payment issue.

Chiply does not provide bank deposit accounts to users and does not represent funds displayed within the platform as bank deposits.

The precise processing, settlement, and payout structure applicable to a transaction may depend upon Chiply's agreements with its payment providers.

8. REP IDs and Multipliers

Contributors receive:

• One (1) REP ID for each U.S. Dollar ($1.00) contributed.

REP IDs:

• Have no cash value.
• Are not transferable.
• Are not refundable separately from the associated Contribution.
• Are not financial instruments.
• Do not represent ownership interests.
• Cannot be redeemed for cash.
• Cannot be sold.
• Cannot be withdrawn.
• Expire following completion or cancellation of the associated Goal and voting process.

REP IDs may be enhanced through Multipliers.

Multipliers may be earned through:

• Account activity.
• Login streaks.
• Successful transfers.
• Promotional events.
• Other qualifying activities determined by Chiply.

Multiplier effectiveness may decrease as Contribution amounts increase according to Chiply's platform rules.

REP IDs may not be transferred or independently modified by users.

Chiply may revoke, invalidate, or correct REP IDs or Multipliers in cases involving:

• Fraud.
• Abuse.
• Platform manipulation.
• Technical error.
• Duplicate transactions.
• Payment reversals.
• Invalid Contributions.
• Violations of these Terms.

No Monetary Value

REP IDs, Multipliers, rankings, placements, governance rights, participation status, and platform reputation features have no monetary value, resale value, exchange value, redemption value, or cash equivalent value.

Users may not sell, transfer, assign, exchange, purchase, lease, pledge, collateralize, or otherwise monetize REP IDs, Multipliers, rankings, or related platform governance features.

REP IDs exist solely within Chiply's platform mechanics and cannot be transferred outside the Goal with which they are associated.

9. Automated Voting and Recipient Ranking

Following funding confirmation or acceptance of partial funding, Chiply initiates an automated deterministic voting and ranking process.

No Manual Voting

Contributors do not manually cast ballots.

Contributors do not manually choose another Contributor to receive the listed item.

Eligible REP IDs are automatically applied by Chiply according to the predetermined rules applicable to the Goal.

Chiply's system calculates the effect of eligible REP IDs and Multipliers and generates a Recipient ranking automatically.

Deterministic Process

The process is deterministic rather than random.

Chiply does not determine the Selected Recipient through:

• A random drawing.
• A randomly generated number.
• A lottery drawing.
• A spinning wheel.
• A random ticket selection.
• A manually selected winner.

When identical validated inputs are processed under the same applicable platform rules, the system is designed to produce the same ranking outcome.

Contribution amount may affect REP ID inputs, but Contribution amount alone does not necessarily determine final placement because other eligible platform rules, including applicable Multipliers, may affect ranking.

Each eligible Contributor receives a final placement within the Recipient ranking.

The highest-ranked eligible Contributor becomes the Selected Recipient.

Every eligible Contributor receives a placement within the ranking structure.

The ranking generated by Chiply governs Recipient succession.

Voting and ranking typically complete automatically but may take up to three (3) days due to:

• Verification requirements.
• Payment review.
• Fraud prevention.
• Technical review.
• Security review.
• Platform maintenance.
• Other operational requirements.

Voting Integrity and Technical Errors

Chiply may suspend, delay, rerun, invalidate, correct, or recalculate voting results when reasonably necessary to preserve platform integrity.

Such actions may occur in connection with:

• Fraud investigations.
• Security incidents.
• Platform malfunctions.
• Data corruption.
• Technical errors.
• Verification failures.
• Payment-provider issues.
• Reversed or invalid Contributions.
• Manipulation attempts.
• Duplicate accounts.
• Other circumstances affecting voting accuracy or platform integrity.

Chiply will not intentionally alter a valid ranking merely to select a different Recipient.

Chiply's determination regarding the technical integrity of a voting process will control absent clear evidence of material system error.

Platform Records

In the event of a dispute involving:

• Rankings.
• REP ID calculations.
• Multiplier calculations.
• Voting outcomes.
• Recipient placement.
• Transaction records.
• Platform-generated results.

Chiply's records, audit logs, verification records, and system-generated calculations will control absent clear evidence of a material system error.

10. Recipient Succession

If the Selected Recipient:

• Cannot be contacted.
• Refuses the transfer.
• Fails to complete required actions.
• Fails to appear for a scheduled transfer.
• Expressly forfeits participation.
• Is determined to be ineligible.
• Violates platform policies.
• Fails required identity or eligibility verification.

Chiply may advance the transfer opportunity to the next-ranked eligible Recipient.

No new automated voting process is required.

Chiply may establish reasonable deadlines for a Selected Recipient to respond or complete required actions.

11. Transfer Requirements

Goal Creators must:

• Possess or control the item.
• Transfer the item as described.
• Preserve the item in substantially the disclosed condition pending transfer.
• Cooperate with the Selected Recipient.
• Cooperate with Chiply personnel.
• Cooperate with verification requirements.
• Make good-faith efforts to complete the transaction.
• Provide legally required transfer documents.
• Comply with applicable title, registration, tax, or reporting requirements.

The baseline transfer period is seven (7) days following Recipient selection unless extended by Chiply.

Chiply may extend the transfer period where reasonably necessary due to:

• Shipping.
• Vehicle title processing.
• Travel.
• Scheduling.
• Verification.
• Documentation requirements.
• Circumstances outside the reasonable control of the parties.

Extensions do not relieve the Goal Creator of the obligation to complete the transfer.

12. Transfer Verification and Failed Transfers

Chiply may provide a Transfer Verification PIN to the Selected Recipient.

A transfer is considered successfully completed when:

1. The item has been transferred.
2. The Recipient provides the applicable Transfer Verification PIN or other approved verification.
3. The verification is successfully confirmed through Chiply.
4. Any other required transfer-verification steps have been completed.

Upon successful verification:

• The Goal closes.
• Applicable payout processing may proceed.
• The transaction is deemed fulfilled for platform purposes.

Goal Creator Failure to Complete Transfer

If the Goal Creator refuses, fails, or is unable to complete the required transfer within the applicable transfer period, including any extension authorized by Chiply, Chiply may cancel the transaction.

If a transaction is canceled because the Goal Creator failed to complete the required transfer:

• All Contributors will be refunded their Contributions.
• Refunds will ordinarily be returned through the original payment method or another method permitted by the applicable payment provider.
• Refund timing may depend upon the payment provider, card issuer, bank, or payment network.
• The Goal Creator will not be entitled to receive the Goal proceeds.
• Chiply may suspend or permanently terminate the Goal Creator's account.
• Chiply may restrict the Goal Creator from creating future Goals.
• Chiply may provide relevant transaction records to payment providers, law enforcement, courts, or other authorities where legally permitted or required.

Refunding Contributions does not automatically resolve every dispute between the Goal Creator and Selected Recipient.

The Selected Recipient retains any legal rights or remedies that may independently exist against the Goal Creator under applicable law.

Nothing in these Terms prevents the Selected Recipient from pursuing lawful claims directly against the Goal Creator arising from the Goal Creator's failure to complete an agreed transfer.

Chiply is not the legal representative of either party and does not undertake to prosecute, finance, or pursue such claims on behalf of a user.

13. Prohibited Items and Transactions

To maintain the safety, legality, payment-processing eligibility, and integrity of the platform, certain items, transactions, and activities are prohibited on Chiply.

Chiply may remove any Goal, suspend any account, cancel any transaction, delay or prevent payout, facilitate refunds, or take other action reasonably necessary if a prohibited item or transaction is identified.

Illegal Items

Users may not create Goals involving:

• Stolen property.
• Counterfeit goods.
• Pirated content.
• Fraudulent documents.
• Illegal software.
• Illegally obtained digital assets.
• Property obtained through criminal activity.
• Any item whose possession or transfer is unlawful.

Weapons and Dangerous Items

Prohibited items include:

• Firearms.
• Firearm receivers or frames.
• Ammunition.
• Explosives.
• Destructive devices.
• Bomb-making materials.
• Weapons prohibited by law.
• Items designed primarily to cause bodily harm where prohibited by Chiply.

Controlled Substances

• Illegal drugs.
• Controlled substances sold without authorization.
• Drug paraphernalia intended for illegal use.
• Synthetic narcotics.
• Any substance prohibited by law.

Alcohol and Tobacco Products

• Alcoholic beverages.
• Tobacco products.
• Electronic cigarettes.
• Vaping products.
• Nicotine products.

Such products may not be listed unless Chiply expressly authorizes the category in advance and the transaction is permitted by applicable law and Chiply's payment providers.

Hazardous Materials

• Toxic chemicals.
• Hazardous waste.
• Radioactive materials.
• Biohazards.
• Dangerous industrial materials.

Financial Products

• Cryptocurrency.
• Digital currencies.
• Securities.
• Stocks.
• Bonds.
• Investment contracts.
• Insurance products.
• Loans.
• Credit products.
• Debt instruments.

Gift Cards and Stored Value

• Gift cards.
• Prepaid debit cards.
• Stored-value cards.
• Cash equivalents.
• Money-transfer products.

Adult Content and Services

• Pornographic materials.
• Adult services.
• Sexually explicit products prohibited by Chiply policy.

Human, Animal, and Biological Transactions

• Human remains.
• Human organs.
• Human tissue.
• Biological specimens.
• Live animals.
• Protected wildlife.

Fraudulent Transactions and Manipulation

Users may not:

• Manipulate voting outcomes.
• Create or coordinate multiple accounts.
• Circumvent platform rules.
• Misrepresent ownership.
• Misrepresent item condition.
• Submit knowingly false payment disputes.
• Engage in collusion.
• Artificially manipulate REP IDs or Multipliers.
• Use unauthorized payment credentials.
• Coordinate Contributions for the purpose of defeating platform safeguards.

Nature of Chiply Goals

Chiply does not intentionally operate Goals as fundraising campaigns, charitable donations, auctions, sweepstakes, lotteries, raffles, or gambling activities.

Chiply provides a marketplace system through which:

1. A Goal Creator offers tangible property for transfer.
2. Contributors provide funds toward a stated Goal.
3. Contributions generate REP IDs under published platform rules.
4. Eligible REP IDs are automatically applied through a deterministic process.
5. Contributors are ranked automatically.
6. The highest-ranked eligible Contributor becomes the Selected Recipient.
7. The Goal Creator transfers the item to the Selected Recipient.
8. Transfer verification is completed before the transaction is treated as fulfilled.

Contributions fund the applicable Goal and provide participation in Chiply's automated recipient-ranking process.

Contributions do not constitute:

• Donations.
• Charitable contributions.
• Investments.
• Securities purchases.
• Ownership interests in the listed property.
• Purchases of transferable REP IDs.
• Cash-equivalent purchases.

Users may not create Goals involving:

• Employment opportunities.
• Professional services.
• Gambling activities.
• Sweepstakes.
• Lotteries.
• Raffles.
• Fundraising campaigns.
• Donations.
• Charitable solicitations.

Vehicle Transactions

Vehicles may be permitted on Chiply subject to enhanced verification and any restrictions imposed by Chiply or its payment providers.

Chiply may require advance approval before a vehicle Goal is published or processed.

Goal Creators remain solely responsible for:

• Ownership verification.
• Lien disclosure.
• Title transfer.
• Registration requirements.
• Taxes.
• Insurance obligations.
• Odometer disclosures.
• Required state documentation.
• Compliance with applicable law.

Vehicle Goals may require:

• In-person verification.
• Identity verification.
• Title verification.
• VIN verification.
• Lien verification.
• Proof of insurance where applicable.
• Additional documentation.
• Enhanced transaction review.
• Payment-provider approval.

Chiply may establish vehicle-specific Goal limits, Contribution limits, payout conditions, geographic restrictions, or transfer requirements.

Chiply reserves the right to prohibit specific vehicle categories or transactions.

Chiply Review Authority

Chiply reserves the right to determine whether any item, Goal, transaction, listing, behavior, or activity violates this section or creates unacceptable legal, fraud, safety, payment, or platform risk.

Chiply may:

• Remove Goals.
• Suspend accounts.
• Terminate accounts.
• Cancel transactions.
• Void Recipient rankings.
• Facilitate refunds.
• Prevent or delay payouts.
• Restrict platform access.
• Require additional verification.
• Report unlawful conduct to appropriate authorities.

14. Fees

Chiply may charge:

• Service fees.
• Processing fees.
• Platform fees.
• Transaction-related fees.

Applicable fees will be disclosed through the platform before the applicable transaction is confirmed when required.

Fees may:

• Be included within the Goal structure.
• Be included within a Contribution.
• Be separately displayed.
• Be deducted from amounts otherwise payable to a Goal Creator.

The applicable fee structure may vary depending on:

• Transaction amount.
• Payment method.
• Item category.
• Goal type.
• Payment-provider requirements.
• Risk classification.
• Other disclosed transaction characteristics.

Chiply may modify fees prospectively.

A fee change will not retroactively alter a Contribution already submitted except where required by law, correction of an error, or payment-provider action.

If a Goal is canceled because the Goal Creator failed to complete the required transfer, Contributors will receive the refund required by Section 12.

15. Fraud Prevention, Verification, and Platform Security

To maintain platform integrity, Chiply may utilize:

• Device identifiers.
• IP addresses.
• Geolocation information.
• GPS check-in verification.
• Identity-verification services.
• Business-verification services.
• Fraud-detection systems.
• Behavioral analytics.
• Account activity monitoring.
• Transaction monitoring.
• Payment-risk signals.
• Transaction audits.

Goal Creators may be required to successfully complete identity, business, beneficial-owner, bank-account, tax, sanctions, fraud, or other verification before:

• Creating Goals.
• Publishing Goals.
• Receiving Contributions.
• Receiving payouts.
• Completing certain high-value transactions.

Contributors and Recipients may also be required to complete identity or payment verification.

Administrative Authority

To protect platform integrity, Chiply may:

• Restrict account access.
• Suspend participation.
• Delay transactions.
• Delay transfers.
• Remove Multipliers.
• Void REP IDs obtained through fraud.
• Invalidate Contributions that were not successfully paid or were determined to be unauthorized.
• Recalculate rankings.
• Cancel Goals.
• Facilitate refunds.
• Remove content.
• Require additional documentation.
• Take other action reasonably necessary to investigate suspected misconduct.

16. Payment Disputes and Platform Disputes

Users may submit platform disputes involving:

• Voting outcomes.
• Recipient rankings.
• Item condition.
• Material misrepresentations.
• Transfer issues.
• Verification issues.

Dispute Deadlines

Unless otherwise required by law:

• Voting disputes should be submitted within seven (7) days of the voting outcome.
• Item condition disputes should be submitted within seven (7) days of transfer.
• Transfer disputes should be submitted within fourteen (14) days of the scheduled transfer date.

Chiply administrators or authorized personnel may review disputes.

Chiply may request:

• Evidence.
• Screenshots.
• Communications.
• Location logs.
• Photographs.
• Videos.
• Transaction records.
• Verification records.
• Ownership documents.
• Other supporting information.

Chiply retains final decision-making authority regarding internal platform remedies, subject to applicable law and payment-provider requirements.

Payment-Card and Payment-Network Disputes

Nothing in these Terms prohibits a user from exercising payment-dispute rights that cannot lawfully be waived.

However, users may not knowingly:

• Submit false dispute claims.
• Claim a transaction was unauthorized when the user knowingly authorized it.
• Misrepresent receipt of a refund.
• Misrepresent transaction details.
• Coordinate chargebacks for fraudulent purposes.
• Abuse payment-network dispute procedures.

Chiply may contest a payment dispute using transaction records, account records, verification data, platform activity, communications, transfer records, and other relevant evidence.

Fraudulent or abusive dispute activity may result in account termination.

Class Action Waiver

To the fullest extent permitted by applicable law, users agree that claims arising from or relating to Chiply will be brought solely in an individual capacity and not as part of a class action, collective action, representative action, mass action, or similar proceeding.

Users waive the right to participate in class-wide, representative, or collective litigation to the extent such waiver is legally enforceable.

17. Intellectual Property

Users retain ownership of content submitted to Chiply.

By submitting content, users grant Chiply a worldwide, royalty-free, transferable, sublicensable license to:

• Use.
• Copy.
• Modify.
• Display.
• Publish.
• Distribute.
• Reproduce.
• Promote.

Such content may be used as reasonably necessary to:

• Operate the platform.
• Display Goals.
• Process transactions.
• Prevent fraud.
• Resolve disputes.
• Improve services.
• Market Chiply.

The license continues for as long as reasonably necessary for platform operations, legal compliance, recordkeeping, dispute resolution, fraud prevention, and legitimate promotional uses.

18. Account Suspension and Termination

Chiply may suspend, restrict, or terminate access where reasonably necessary to protect users, payment providers, the platform, or legal compliance.

Grounds may include:

• Fraud.
• Fraudulent chargebacks.
• Vote manipulation.
• Harassment.
• False listings.
• Multiple-account abuse.
• Payment fraud.
• Failure to complete item transfers.
• Verification failure.
• Prohibited items.
• Platform abuse.
• Violation of these Terms.

Termination may occur with or without advance notice where permitted by law.

Users may submit appeals through Chiply's dispute process.

Termination does not eliminate obligations arising from transactions entered into before termination.

Service Availability and Platform Discontinuation

Chiply reserves the right to modify, suspend, discontinue, restrict, or terminate all or part of the platform.

Where reasonably practicable, Chiply will attempt to resolve pending transactions appropriately before discontinuing relevant services.

Chiply is not liable for loss arising solely from service modifications or interruptions except where liability cannot lawfully be excluded.

19. Platform Rule Changes

Chiply may prospectively modify:

• REP ID calculations.
• Multiplier systems.
• Contribution requirements.
• Contribution limits.
• Fees.
• Voting procedures.
• Fraud-prevention methods.
• Verification procedures.
• Platform functionality.
• Operational rules.

Material rule changes applicable to future Goals may be communicated through the platform or updated Terms.

Rules applicable to an active Goal generally will not be materially altered after Contributions have begun in a manner that unfairly changes Recipient ranking, except where reasonably necessary to:

• Correct a technical error.
• Remove fraud.
• Invalidate unauthorized payments.
• Comply with law.
• Comply with payment-provider requirements.
• Protect platform integrity.

Continued use of the platform after applicable changes become effective constitutes acceptance of those changes.

20. Disclaimer of Warranties

Chiply provides the platform on an “AS IS” and “AS AVAILABLE” basis to the maximum extent permitted by law.

Chiply does not guarantee:

• Goal funding success.
• Selection as a Recipient.
• Transfer completion.
• Recipient satisfaction.
• Item quality.
• Item condition beyond information supplied by the Goal Creator.
• Platform availability.
• Error-free operation.
• Continuous payment-provider availability.

Items are offered and transferred by Goal Creators.

Goal Creators remain responsible for accurately describing items and complying with their transfer obligations.

Nothing in this section eliminates responsibilities expressly assumed by Chiply elsewhere in these Terms.

21. Limitation of Liability

To the maximum extent permitted by applicable law, Chiply will not be liable for:

• Indirect damages.
• Consequential damages.
• Lost profits.
• Lost opportunity.
• Vehicle-related issues caused by users.
• Undisclosed item defects.
• User misconduct.
• Goal Creator misconduct.
• Recipient misconduct.
• Third-party payment-provider actions.
• Delays caused by financial institutions.
• Conduct occurring outside Chiply's reasonable control.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

Chiply's role in facilitating refunds or enforcing platform rules does not make Chiply the seller, owner, manufacturer, or guarantor of a listed item.

22. Relationship Between Users

Goal Creators and Contributors are independent users of the Chiply platform.

Nothing in these Terms creates:

• An employment relationship.
• A partnership.
• A joint venture.
• An agency relationship.
• A fiduciary relationship.

Such relationships are not created between Chiply and a user solely because that user creates, contributes to, or receives an item through a Goal.

A Goal Creator is responsible for their own representations, property, transfer obligations, taxes, and legal compliance.

The Selected Recipient is responsible for complying with any legal requirements applicable to receiving, registering, possessing, or using the transferred item.

23. Taxes and Government Obligations

Users are responsible for taxes and government obligations applicable to their transactions except where Chiply or a payment provider is legally required to collect, withhold, or report such amounts.

Depending on the transaction, applicable obligations may include:

• Sales tax.
• Use tax.
• Income reporting.
• Vehicle taxes.
• Title fees.
• Registration fees.
• Other governmental charges.

Chiply may request tax information and may provide transaction information to tax authorities where legally required.

24. Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

Subject to applicable law, disputes arising from these Terms will be resolved in courts located within the State of New York unless Chiply and the applicable user agree to another legally permissible dispute-resolution procedure.

Nothing in this section overrides a user's rights where applicable law requires a different jurisdiction or venue.

25. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

An invalid provision will be interpreted or limited as necessary to preserve its intended purpose to the extent legally permissible.

26. Entire Agreement

These Terms, together with Chiply's Privacy Policy and any additional policies or transaction terms expressly incorporated into them, constitute the agreement governing use of the Chiply platform.

If additional terms apply to a particular Goal, item category, payment method, or transaction, those additional terms may supplement these Terms.