RedChirp, LLC Website Terms of Use


Updated: March 23rd, 2026

Welcome to redchirp.com which is owned and operated by RedChirp, LLC, on behalf of its affiliates and its and their successors and assigns (“RedChirp,” “we,” “us,” or “our”).

By using this website (the “Services”) you agree to be bound by the Terms of Use set forth below, and that these Terms of Use govern your use of the Services. These Terms of Use incorporate RedChirp’s Privacy Policy which explains how we handle your personal information, and include legal terms and disclaimers. If you do not agree to these Terms of Use and our Privacy Policy, you must immediately log off the Services and may not use the Services.

IMPORTANT ARBITRATION NOTICE: These terms and conditions require that most disputes between you and RedChirp must be resolved in arbitration, rather than in court, and include a class action waiver.  This means you and RedChirp are giving up the right to have a judge and jury decide disputes between us and that you are giving up the right to bring, join, or participate in class actions.  Pretrial discovery and the ability to appeal are more limited in arbitration than in court.  You have a time-limited right to opt out of the individual arbitration requirement.  See the “Governing Law; Dispute Resolution; Class Action Waiver” Section below for full details.

ELIGIBILITY

These Services are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that you meet all the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use the Services.

CHANGES TO TERMS OF USE

RedChirp reserves the right to change these Terms of Use at its sole discretion without advance notice. Changes to these Terms of Use become effective on the date when the updated Terms of Use are published on the Services. By using the Services after a change in the Terms of Use, you agree to follow and be bound by the Terms of Use as amended.

RedChirp reserves the right to modify in whole or in part, or temporarily or permanently discontinue, any of the Services or content contained on the Services such as text, graphics, logos, button icons, images, audio and/or visual clips, and software (collectively referred to as the “Content”) for any reason and at any time and without notice to you.

THIRD PARTY WEBSITES

These Terms of Use do not apply to any other website owned or operated by any third-party retailer, supplier or service provider, even if such third-party links to a website owned by RedChirp and links to that third-party website. Accordingly, these Terms of Use do not apply to the practices of any third party, affiliate, or business partner that RedChirp does not own or control. Additionally, the owners of social media services may have additional terms and conditions that supersede these Terms of Use depending on a user’s own personal preferences with that social media provider. You acknowledge that RedChirp does not control such third-party websites and is not responsible for any content, services, products, or practices of such third parties.

USE OF THE SERVICES

You agree to use the Services only for lawful purposes. You agree not to do any of the following: (a) communicate to RedChirp or upload to or transmit on the Services any defamatory, indecent, obscene, harassing, violent, or otherwise objectionable material, or any material that is, or may be, protected by copyright, without permission from the copyright owner; (b) use the Services or the Content to violate the legal rights (including the rights of publicity and privacy) of others or to violate the laws of any jurisdiction; (c) intercept or attempt to intercept electronic mail not intended for you; (d) misrepresent an affiliation with any person or organization; (e) restrict or inhibit use of the Services by others; (f) upload or otherwise transmit files that contain a virus or corrupted data; (g) collect information about others (including email addresses) without their consent; (h) download a file or software or include in a message any software, files, or links that you know, or have reason to believe, cannot be distributed legally over the Services or that you have a contractual obligation to keep confidential (notwithstanding its availability on the Services); (i) post “spam”, transmit chain letters or engage in other similar activities; or (j) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services or the Content, or which, as determined by RedChirp, may harm RedChirp or users on the Services or expose them to liability. Notwithstanding any of the foregoing in this Section, this Section does not restrict what you can do with your own User-Generated Content.

Your failure to comply with the above provisions may result in the termination of your access to the Services and may expose you to civil and/or criminal liability.

USER FEEDBACK AND PRODUCT REVIEWS

Portions of the Services may allow users to submit product reviews and RedChirp welcomes user and customer comments regarding the Services and RedChirp products and services  (“Feedback”).  Such Feedback will be and will remain our exclusive property. Your submission of Feedback will constitute an assignment to us of—and you do hereby assign to us—all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

To the extent that the ownership of the Feedback does not by operation of law vest in RedChirp, you agree to irrevocably and unconditionally assign, transfer and convey to RedChirp, and do hereby assign, transfer, and convey, free and clear of any security interests, encumbrances, adverse claims or demands, your entire right, title and interest throughout the universe in and to the Feedback, including any and all rights that may exist, now or in the future, under the law of copyright, trademark, patent, industrial design, trade secret or other intellectual property laws of any jurisdiction. Whenever requested to do so, you agree to assist us and our designees to secure our rights in the Feedback and related intellectual property rights in all countries. Your obligation to provide such assistance and execute will continue in perpetuity. You agree to further absolutely, irrevocably, and unconditionally waive in favor of RedChirp any and all moral rights (or other similar rights) that you and your successors or assigns may enjoy, now or in the future, throughout the world, in relation to the Feedback.

ACCOUNT AND MEMBERSHIP INFORMATION

Certain portions of the Services may allow you to set up an account or subscribe to certain features or benefits, including creating a unique username and password or providing certain personal information. By joining, subscribing, or submitting information to RedChirp through the Services, you expressly agree to (a) keep your login and password information confidential; (b) ensure that any person accessing your account is aware that the account is subject to these Terms of Use; (c) supervise and be responsible for any use of your account; and (d) promptly change your login information if you believe that an unauthorized person has access to your login information.

Furthermore, by joining, subscribing, or submitting information to RedChirp through the Services, you expressly grant RedChirp, its affiliate, or third-party service provider the right to communicate with you via e-mail, mail, fax, or telephone.

You are also responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your computer. You agree to accept responsibility for all activities that occur under your account or password. RedChirp reserves the right to suspend or cancel any user account for any other reason in its sole and absolute discretion.

RESPONSIBILITY FOR USER-GENERATED CONTENT POSTED ON OR THROUGH THE SERVICES

“User-Generated Content” means any media, including artwork, photographs, images, videos, audio recordings, documents, text, or other materials, that you upload, post, submit, publish, display, or transmit on or through the Services. This includes content shared via our website’s interactive chat bot, and any other interactive features that allow you to make content available to us. User-Generated content does not include those texts sent via our online text tool.

You are responsible for User-Generated Content that you post: under no circumstances will we be liable in any way for any User-Generated Content.

This means that you, not RedChirp, are entirely responsible for all User-Generated Content that you post and that you can be held personally liable for any User-Generated Content that is defamatory, obscene, or libelous, or that violate these Terms of Use, an obligation of confidentiality, an applicable law, or the rights of others. If any part of the User-Generated Content you post is not your original work, it is your responsibility to obtain any necessary permission to upload, post, submit, publish, display, or transmit it.

Because we do not control the User-Generated Content posted on or through the Services, we cannot and do not warrant or guarantee the truthfulness, accuracy, integrity, suitability, or quality of that User-Generated Content. You also agree and understand that by accessing the Services, you may encounter User-Generated Content that you may consider to be objectionable. We have no responsibility for any User-Generated Content, including without limitation any errors or omissions therein. We are not liable for any loss or damage of any kind you may claim was incurred as a result of the use of any User-Generated Content posted, emailed, transmitted or otherwise made available on or through the Services. The User-Generated Content posted on or through the Services expresses the personal opinions of the individuals who posted it and does not necessarily reflect the views of RedChirp or any person or entity associated with RedChirp.

You understand and agree that User-Generated Content will not be publicly available, but will be accessible to, and processed by us and our vendors for the provision of the Services.

You own User-Generated Content, but we may use it: As between you and RedChirp, You own the copyright and other intellectual property rights in any original User-Generated Content you post. We do not claim any copyrights in User-Generated Content. However, by using the Services you are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty–free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use User-Generated Content you post in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same for the provision the Services. For this reason, we ask that you not post any User-Generated Content that you do not wish to license to us, including any photographs, videos, confidential information, or product ideas.

We may process any personal information included in any User-Generated Content in accordance with our Privacy Policy, which is incorporated by reference.

We may disclose and/or remove User-Generated Content: RedChirp has certain rights. We have the right (but do not assume the obligation) to:

You agree that our exercise of such discretion shall not render us the owners of User-Generated Content you post, and that you will retain ownership thereof as described above. We may delete User-Generated Content at any time without providing notice to you. You should not use the Services as a storage system for your User-Generated Content.

Restrictions on User-Generated Content: You may not—

By posting User-Generated Content, you represent and warrant that (i) you own or otherwise control all of the rights to the User-Generated Content and have the right to grant the license set forth in these Terms of Use; (ii) the User-Generated Content is accurate, and (iii) you are at least 18 years old and you have read and understood—and your User-Generated Content fully complies with—these Terms of Use and applicable laws. We reserve the express right to report any illegal User-Generated Content or activity to law enforcement or other appropriate authorities.

If your User-Generated Content includes the name, image, likeness or other personal information of you or any other person, you consent to our use of such materials to provide the Services to you and as otherwise described in these Terms of Use and our Privacy Policy, and you warrant and represent that you have obtained the written consent, release, and/or permission of every identifiable individual who appears in such User-Generated Content. This written release includes the right to use such individual’s name, image, likeness and other personal information in the manner contemplated in these Terms of Use. If any identifiable individual is under the age of 18, you have obtained such written consent, release and/or permission from that individual’s parents or guardians (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do not have this release, do not submit the User-Generated Content to us.

TRADEMARKS

The RedChirp name and logos, all product and service names, all graphics, all button icons, and all trademarks, service marks and logos appearing within the Services, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of RedChirp (the “RedChirp Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within the Services are the property of their respective owners. You are not authorized to display or use the RedChirp Marks or any third-party marks in any manner without prior written permission.

COPYRIGHT

As between you and us, all Content included on or used in the operation of this Services, and all intellectual property rights in and to Content, is the property of RedChirp, and is protected by U.S. and/or international copyright laws. RedChirp grants you permission to view and use the Content in connection with your own personal, noncommercial use of the Services. All rights not expressly granted are reserved. Subject to these Terms of Use, RedChirp hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to use the Services (and Content) for personal use only in accordance with these Terms of Use. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Services or the Content is strictly prohibited.

WARRANTY AND LIABILITY DISCLAIMERS

RedChirp does not assume any liability for the Content. Reliance on the Content is solely at your own risk. RedChirp disclaims any liability for injury or damages resulting from the use of the Content.

THE SERVICES AND THE CONTENT, AND THE PRODUCTS AND SERVICES PROVIDED ON OR AVAILABLE THROUGH ANY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. NEITHER REDCHIRP NOR ANY PERSON ASSOCIATED WITH REDCHIRP MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY, OR AVAILABILITY OF ANY OF THE SERVICES. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER REDCHIRP NOR ANYONE ASSOCIATED WITH REDCHIRP WARRANTS OR REPRESENTS THAT ANY OF THE SERVICES OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. REDCHIRP DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

LIMITATION ON DAMAGES

IN NO EVENT WILL REDCHIRP OR ITS LICENSORS OR CONTRACTORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ITS CONTENT, OR ANY LINKED WEBSITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES, OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN ANY SERVICE OR ITS CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY REDCHIRP AND WHETHER OR NOT REDCHIRP HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

IF YOU HAVE A CLAIM AGAINST REDCHIRP THAT ARISES OUT OF THESE TERMS OF USE OR IS OTHERWISE RELATED TO THE SERVICES, THEN IN NO EVENT SHALL THE AGGREGATE LIABILITY OF REDCHIRP TO YOU BE MORE THAN $100.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless RedChirp and its affiliates and subsidiaries; and their respective officers, directors, owners, agents, employees, affiliates, licensees, and licensors, from and against any and all claims, damages, costs, and expenses, including attorneys’ fees, arising from or related to your use of the Services in violation of any of these Terms of Use or applicable laws.

GOVERNING LAW, CLASS ACTION WAIVER, AND DISPUTE RESOLUTION

Governing Law

These Terms shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule, provided however that the Arbitration Agreement below in the Dispute Resolution Section shall be governed by and enforced pursuant to the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”). For any dispute that is not subject to the Arbitration Agreement herein, the parties hereby submit to and consent to the jurisdiction of the State of Arizona and agree that such litigation shall be conducted in the courts of Maricopa County, Arizona, or the federal courts for the United States for the District of Arizona.

Class Action Waiver

To the fullest extent authorized by applicable law, for any case not subject to the requirement to arbitrate (except to the limited extent discussed below for Coordinated Filings), even if you opt out of the requirement to arbitrate Disputes, you and RedChirp will only bring Disputes between you and RedChirp in an individual capacity and shall not: (i) seek to bring, join, or participate in any class or representative action, collective or class-wide proceeding, or any other action where another individual or entity acts in a representative capacity (like private attorney general actions); or (ii) except insofar as agreed to under these Terms in the Dispute Resolution Section below addressing Coordinated Filings, consolidate or combine individual proceedings or permit another to do so without the express consent of all parties.

Dispute Resolution

Most disputes can be resolved quickly and amicably by contacting RedChirp customer support via email, writing, calling, or SMS. For disputes that are not easily resolved or where we need a neutral third-party to decide them, this Section explains the rules of how you and RedChirp will resolve those disputes, claims, or controversies, including (where applicable) by Binding Individual Arbitration.

PLEASE READ THIS SECTION CAREFULLY. THIS AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND DISCOVERY PROCEDURES AND APPELLATE RIGHTS ARE MORE LIMITED THAN IN COURT. THE ARBITRATION TERMS IN THIS SECTION SHALL NOT APPLY TO THE EXTENT THAT THEIR INCLUSION WOULD MAKE THESE TERMS OF USE VOID.

Disputes. To the fullest extent authorized by applicable law, this agreement applies to any “Dispute” between you and RedChirp. “Dispute” means any dispute, claim, or controversy (excluding those exceptions listed below) between you and RedChirp that arise out of your interactions and/or relationship with RedChirp (e.g., your use of the Services) whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either of us seeks legal recourse, including the validity, enforceability, or scope of this agreement to arbitrate or any portion of it.  Where these Terms of Use have been accepted by the parent or guardian of a minor asserting a claim against RedChirp, or if RedChirp has a claim against the minor child of a parent or guardian who has accepted these Terms of Use, the requirement to arbitrate will apply to the claims by or against the minor.

The only exceptions to this arbitration requirement are: (i) claims that are properly brought as individual actions in a small-claims court in the county where you reside or in Maricopa County, Arizona; (ii) pursuit of authorized enforcement actions through a government agency; (iii) an action to compel or uphold any prior arbitration decision; (iv) your or RedChirp’s right to seek injunctive relief in a court of law to preserve the status quo while an arbitration proceeds; (v) claims of intellectual-property infringement; (vi) claims that are the subject of a class action settlement from which you have opted out of the settlement class; and (vii) the enforceability of the requirement that arbitrations must be conducted on an individual rather than a class basis.

Informal Resolution. If you have a Dispute against RedChirp or if RedChirp has a Dispute against you, you and RedChirp will attempt to resolve the Dispute informally before an arbitration is filed in order to resolve the Dispute faster and reduce costs for both parties. You and RedChirp will make a good-faith effort to negotiate the resolution of any Dispute for at least 30 days (“Informal Resolution”) from the day you or RedChirp receive a written notice of a dispute from the other party (a “Notice of Dispute”) in accordance with these Terms of Use.

You must send any Notice of Dispute by email or via U.S. mail to one of the following addresses: RedChirp, LLC 6501 E. Greenway Parkway, #103-168, Scottsdale AZ 85254, US; legal@RedChirp.com.

RedChirp will send any Notice of Dispute to your registered email address and ATTN: NOTICE OF DISPUTE to the email address and any mailing address you have provided RedChirp. The Notice of Dispute sent by either party must include the sender’s name, address, and other contact information, a description of the Dispute (including any relevant account names), and what resolution to the Dispute is being sought.

The Notice requirement is designed to allow RedChirp (or you, in the case of a dispute RedChirp asserts against you) to make a fair, fact-based offer of settlement if RedChirp or you choose to do so. You and RedChirp cannot proceed to arbitration unless this information has been provided. In the event of a dispute between you and RedChirp over whether a Notice of Dispute complied with these Terms of Use, including whether a Notice of Dispute was delivered or contained all required information, such dispute will to be decided by a court, not an arbitrator. A court may enjoin the filing of an arbitration demand that has not been preceded by a compliant Notice of Dispute and may order a party that has filed an arbitration demand without having provided a compliant Notice of Dispute to reimburse the other party for any arbitration fees and costs already incurred.

Mandatory Binding Individual Arbitration. Except as expressly provided below, and to the fullest extent authorized by applicable law, you agree that any dispute, claim, case, or controversy (whether based in tort, contract, statute, regulation, ordinance, equity or any other legal theory) between you and RedChirp (whether arising out of or relating to past, present or future acts or omissions) (“Claims”) shall be exclusively resolved by binding arbitration on an individual basis, rather than in court (“Arbitration Agreement”). Under no circumstances does RedChirp consent to have any Disputes arbitrated using class action procedures, even if the arbitration provider has rules permitting class arbitrations.

“Arbitration” means that Disputes between you and RedChirp will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

“Individual” means that the arbitrator may award the same remedies to you or to RedChirp as a court could, but only to satisfy your or RedChirp’ individual claims. To the fullest extent allowed by applicable law, the arbitrator may not award money or other relief for the benefit of any person other than you or us as part of the resolution of any Dispute.

“Binding” means that both you and RedChirp will have to live with the arbitrator’s decision, except to the limited extent appeals to a court are permitted under the FAA. As limited by the FAA, these Terms of Use, and the rules applicable to the arbitration, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but (as provided above) only to the extent necessary to provide relief to a party in arbitration warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction.

Waiver of Jury Trial. Each party waives its constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, electing instead to resolve by binding arbitration all Claims.

Opt-out. You may opt out of this Arbitration Agreement, but not the class action waiver, if you send RedChirp a signed, written opt-out notice within thirty (30) days of your initial visit to the Services. Once the 30-day period has expired, you may only opt-out of future material changes to the Mandatory Binding Individual Arbitration by sending written notice within thirty (30) days after RedChirp provides notice of those changes (unless a longer period is required by applicable law). Any opt-out notice shall be sent to RedChirp at: RedChirp Customer Service, 425 W. Superior St, Duluth, MN 55802.

To be valid, the opt-out notice must be sent to RedChirp from the individual who wants to opt-out (or that individual’s parent or guardian) and include (a) the opting-out individual’s full name, mailing address, and email address, (b) a clear statement that the individual wants to opt-out of the Binding Individual Arbitration, or wants to opt-out of a material change to the Binding Individual Arbitration, as applicable, and (c) the opting-out individual’s signature (or the signature of the that individual’s parent or guardian, if the individual is a minor). If opting-out of a material change, the notice must also identify the specific material change of which you want to opt-out. An opt-out notice applies only to the Binding Individual Arbitration; all other parts of these Terms (including the class action waiver) will still apply to the opting-out individual and RedChirp, to the fullest extent allowed by applicable law. Further, an opt-out notice is prospective only and does not revoke or otherwise affect any previous agreement to the Binding Individual Arbitration requirement. By opting out of a material change to the Binding Individual Arbitration, you agree to arbitrate any Dispute that arose prior to the opt-out in accordance with the language of the last version of the Binding Individual Arbitration that you accepted.

Small Claims Not Subject to Arbitration. Either party may bring individual Claims in small claims court either in the county where you reside or in Maricopa County, Arizona.

Arbitration Provider. For all Disputes not resolved by Informal Resolution process above, the complaining party will initiate arbitration before National Arbitration and Mediation (“NAM”), https://namadr.com, or any successor to NAM which is an alternative dispute resolution provider (“ADR Provider”).

Arbitration Procedures. Either party may initiate an arbitration proceeding, which will be conducted by a single neutral arbitrator. You will send a copy of any Demand for Arbitration by email or via U.S. mail to the following addresses: RedChirp, LLC 6501 E. Greenway Parkway, #103-168, Scottsdale AZ 85254,US; legal@RedChirp.com. RedChirp will send any Demand for Arbitration to the email address and to any mailing address you have provided to RedChirp.

The arbitration will be conducted by a single arbitrator with experience resolving similar Disputes. The arbitrator will apply this Section and all other applicable contractual terms as a court would and will adjudicate any Disputes according to applicable law and fact based only upon the record before the arbitrator.

Arbitration Rules. The arbitration will be conducted under the then-prevailing NAM Comprehensive Dispute Resolution Rules and Procedures (“Arbitration Rules”). Instructions for filing a Demand for Arbitration with NAM are available on the NAM website. The arbitrator shall permit RedChirp and You to file a dispositive motion(s) to determine threshold issues, such as arbitrability and whether the Demand for Arbitration states a claim for which relief may be granted. The rules of the ADR Provider will govern all aspects of the arbitration, except to the extent such rules are in conflict with this Arbitration Agreement.

Arbitration Location. For Disputes in which the claimant seeks less than $10,000, the arbitrator will decide the matter solely on the basis of written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For matters in which the claimant seeks $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary.If an in-person hearing is required, then it will take place in Maricopa County, Arizona, unless the claimant primarily resides outside the United States (in which case the arbitrator will give the parties reasonable notice of the date, time and place of any oral hearings).

Fees. Payment of all filing, administrative, and arbitrator fees will be governed by the Arbitration Rules (the “Rules”).

Arbitrator’s Authority and Award. The arbitrator will decide the rights and liabilities, if any, of the parties, and, except as expressly provided below, the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall permit RedChirp and You to file a dispositive motion(s) to determine threshold issues, such as arbitrability and whether the Demand for Arbitration states a claim for which relief may be granted, and the arbitrator will have the authority to grant motions dispositive of all or part of any Claim.  To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or RedChirp to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator will issue a written award and reasoned statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. Any award will be subject to judicial confirmation or entry in any court having jurisdiction. Except as expressly provided below, an arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself.

Coordinated Filings. If 25 or more Disputes are initiated with the arbitrator that raise similar claims, and counsel for the claimants are the same or coordinated, these will be considered “Coordinated Cases.” RedChirp will pay only its share of arbitration fees for Coordinated Cases; the claimants will be responsible for their share of those fees as set by the Rules and the NAM fee schedule for mass arbitrations. Applicable statutes of limitations will be tolled for all claimants who have provided compliant Notices of Dispute to RedChirp until, under these Terms of Use, the claimant’s Coordinated Case may be filed in arbitration or court.

Demands for arbitration in Coordinated Cases shall only be filed with the arbitration provider as permitted by the bellwether process set forth below, and RedChirp shall not be required to pay any fees associated with cases that this agreement does not allow to be filed.

Once all Notices of Dispute have been provided to RedChirp for Coordinated Cases, counsel for claimants and counsel for RedChirp shall confer in good faith regarding the number of cases that will be filed as bellwethers, to allow each side to test the merits of its arguments, before the remainder of claims may be filed with the arbitration provider. Any number chosen must be an even number so as to allow each side to designate its half of the cases selected for bellwether trials. If counsel for claimants and for RedChirp do not agree on the number of bellwethers, the number shall be chosen by the arbitration provider as an administrative matter (or, in the arbitration provider’s discretion, by a process arbitrator). Factors that the arbitration provider may consider in making this decision include the complexity of the dispute and differences in facts or applicable laws among various claims. Once the number of bellwethers is fixed, by agreement or by the arbitration provider, each side shall select half that number from among the claimants who have provided compliant Notices of Dispute, and only those chosen claims may be filed with the arbitration provider. You agree that if your case is among Coordinated Cases but not one of the bellwether cases filed against RedChirp, resolution of your personal claim might be delayed by this bellwether process. Nothing in this paragraph shall be construed to delay the resolution of uncoordinated Disputes based on similar claims to Coordinated Cases filed against RedChirp.

A single arbitrator shall preside over each Coordinated Case chosen for a bellwether proceeding, and only one Coordinated Case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Once all bellwether trials have concluded (or sooner if the counsel for the claimants in the Coordinate Cases and RedChirp agree), the parties must make a good-faith effort to resolve all remaining cases that were not chosen for a bellwether proceeding by engaging in a single mediation of all remaining cases. Each side shall pay half the applicable mediation fee. Counsel for claimants in the Coordinated Cases and for RedChirp must agree on a mediator within 30 days after the conclusion of the last bellwether trial. If counsel for claimants in the Coordinated Cases and for RedChirp cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. Counsel for the claimants in the Coordinated Cases and for RedChirp will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed. If the mediation does not yield a global resolution, then claimants in Coordinated Cases who provided compliant Notices of Dispute but whose claims were not resolved in bellwether proceedings shall no longer have the right to arbitrate their Dispute. Instead, outstanding claims from such cases may be filed only in the state courts in Maricopa County, Arizona or if federal jurisdiction exists, in the United States District Court for the District of Arizona and you consent as part of these Terms to venue such cases exclusively in these courts. Nothing in this paragraph shall be construed as prohibiting either you or RedChirp from removing a case from state to federal court if removal is allowed under applicable law. To the extent you are asserting the same claims as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable. If a formerly arbitrable Dispute is brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in the Coordinated Cases who provided compliant Notices of Dispute, and RedChirp reserves the right to contest class certification at any stage of the litigation and on any available basis.

A court shall have authority to enforce this bellwether process and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

Continuation in Effect. The dispute resolution process set forth in this agreement survives the termination of any other agreement between you and RedChirp.

Future Terms Changes. Although RedChirp may revise these dispute resolution terms in its discretion, RedChirp does not have the right to alter this agreement, or the arbitration rules specified herein, with respect to any Dispute once that Dispute arises if such change would make arbitration procedures materially less favorable to the claimant.  The question of whether a change is materially less favorable to the claimant shall be decided by the arbitration provider as a process matter.

Notice and Filing. To the fullest extent permitted by applicable law, you or RedChirp must start arbitration of a Dispute within one (1) year from when the Dispute first arose. If applicable law requires you or RedChirp to bring a claim for a Dispute sooner than within one (1) year after the Dispute first arose, that shorter deadline applies instead. The failure to begin arbitration regarding a Dispute within the time frames described above in this section shall bar the Dispute, which means that to the fullest extent permitted by applicable law, you and RedChirp will not have the right to assert the Dispute.

Governing Law. This Arbitration Agreement is governed by the FAA and federal arbitration law.

Confidentiality. All aspects of the arbitration proceeding, including but not limited to, the award of the arbitrator and compliance therewith, will be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph will not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement or to enforce an arbitration award.

MISCELLANEOUS

Waiver

    Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by RedChirp of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms.

    Severability

    If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms will remain in full force and effect.

    Entire Agreement

    These Terms of Use (together with our Privacy Policy) contain the entire understanding and agreement between you and RedChirp with respect to the Services and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, between you and RedChirp with respect to the Services and your use of the Services.

    Successors and Assigns

    These Terms of Use are binding upon and inures to the benefit of the parties and their respective successors and assigns.

    Contact Us

    If you have any questions about these Terms of Use or the Services, please send us an email at legal@redchirp.com; write us at: RedChirp, LLC 6501 E. Greenway Parkway, #103-168, Scottsdale AZ 85254, US; or call us at (833) 244-2189.