Terms and Conditions

Effective Date: August 5, 2026

Operator: Design Pickle LLC d/b/a CHIPS ("CHIPS," "we," "us," "our")

Contact: help@getchips.ai

Address: 15169 N. Scottsdale Rd, Suite 205, Scottsdale, AZ 85254, United States

These Terms of Service ("Terms") govern your access to and use of the CHIPS platform at getchips.ai, including all related services, tools, and features (the "Platform"). By creating an account or using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms.

1. Eligibility

You must be at least 18 years old to use the Platform. By creating an account, you represent that you are at least 18, that the information you provide is accurate, and that you have the legal authority to enter into these Terms.

2. What the Platform Does

CHIPS is an on-demand services marketplace. Clients post contracts. Operators and Makers claim and deliver them. Payments are handled through a token-based escrow system using CHIPS tokens, which are pegged 1:1 to the U.S. dollar. The Platform is currently a private marketplace – access requires an invitation from CHIPS.

3. Accounts

You are responsible for keeping your account credentials secure. You are responsible for all activity under your account. If you believe your account has been compromised, contact us immediately at help@getchips.ai. We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or behave in a way that harms other users or the Platform.

4. CHIPS Tokens and Payments

CHIPS tokens are platform credits used to facilitate transactions on the Platform. They are not securities, not investments, and not speculative instruments. They exist to settle payments between clients and creators on this Platform. When a client posts a contract, the agreed-upon CHIPS amount is locked in escrow. Funds are released to the creator upon client approval of the deliverables, or automatically if the client does not respond within the review window (the "Auto-Approve Timer"). CHIPS tokens are non-refundable once issued to your account and/or once converted from wallet funds – amounts converted into CHIPS cannot be refunded to your original payment method, though your available CHIPS balance remains eligible for withdrawal under the standard cashout process described in Section 17. Additional mechanics – including commitment deposits, good faith deposits, and the reputation system – are described in the Platform documentation. You acknowledge that completed transactions are final. We are not responsible for losses caused by your failure to secure your account credentials.

5. Client Responsibilities

If you use the Platform as a client, you agree to:

• Provide clear, accurate contract briefs.
• Fund escrow before your contract goes live.
• Review deliverables and take action (approve, request revisions, or raise a dispute) within the review window.
• Not attempt to circumvent the Platform to engage creators directly for work posted through CHIPS.
• Accept that if you do not respond within the review window, the Auto-Approve Timer will release payment to the creator automatically.

6. Creator Responsibilities

If you use the Platform as an Operator or Maker ("creator"), you agree to:

• Only claim contracts you can deliver on time and at the quality expected.
• Deliver original work that does not infringe any third party's intellectual property rights.
• Maintain any required account minimums and commitment deposits for your level.
• Accept that failure to deliver may result in forfeiture of your commitment deposit and reputation penalties.

7. Intellectual Property

When a contract is completed and payment is released through escrow, the client receives full ownership of the deliverables, including all intellectual property rights, unless otherwise agreed in the contract brief. Creators retain the right to display completed work in their portfolios unless the client marks the contract as confidential. You retain ownership of any content you upload to the Platform (briefs, brand assets, reference materials). By uploading content, you grant us a limited license to use it as necessary to operate the Platform – for example, to display contract briefs to creators or generate watermarked previews.

8. Disputes

If a client and creator cannot resolve a disagreement about a deliverable, either party may escalate to the Platform's Review Panel. The Review Panel's decision is binding within the Platform and determines how escrowed funds are distributed. The Review Panel resolves on-platform disputes about deliverable quality and escrow release. It does not replace your legal rights – see Section 15 (Dispute Resolution) for how legal disputes between you and CHIPS are handled.

9. Prohibited Conduct

You may not:

• Use the Platform for any illegal purpose.
• Post or transmit content that is defamatory, obscene, or harmful.
• Attempt to manipulate the reputation system, game claim windows, or collude with other users to inflate ratings.
• Create multiple accounts to circumvent Platform rules or level restrictions.
• Reverse-engineer, scrape, or interfere with the Platform's infrastructure.
• Use the Platform to launder money or facilitate fraud.

10. AI Features

The Platform uses artificial intelligence to power certain features, including but not limited to the Chippy assistant, brief refinement tools, and pricing recommendations. AI-generated suggestions are provided as guidance – they are not guarantees of outcome. You are responsible for reviewing and approving any actions taken based on AI recommendations. We use Anthropic's Claude, Google's Gemini, OpenAI, Lambda, and ElevenLabs models to power AI features. Your interactions with AI features are processed in accordance with our Privacy Policy. AI is not used to send text messages – the CHIPS Platform Notifications program described in Section 11 sends only templated transactional and informational messages.

11. SMS and Text Messaging

The following terms govern the CHIPS Platform Notifications messaging program. They are also published on their own at getchips.ai/sms-terms and mirrored in Section 4 of our Privacy Policy at getchips.ai/privacy.

Program Name: CHIPS Platform Notifications.

What you receive. By providing your mobile phone number and opting in, you consent to receive transactional and informational text messages from CHIPS about your account activity – contract status updates, escrow notifications, delivery alerts, review reminders, and security verifications. We do not send marketing or promotional text messages through this program.

How you opt in. Opt-in is express and always affirmative. You enter and verify your mobile number in your CHIPS account settings, and the consent box appears on that same screen with the number being enrolled displayed beside it. The box starts unchecked and reads: "I agree to receive account and contract notification text messages from CHIPS at (your mobile number): contract status updates, delivery and revision alerts, deadline and review reminders, and security verification codes. Message frequency varies. Message and data rates may apply. Reply STOP to cancel, HELP for help. See our Terms and Conditions and Privacy Policy." We never add a number to the program from a purchased, rented, or third-party list, and we never share opt-in consent obtained by CHIPS with anyone else.

Consent is not a condition of purchase. You do not have to agree to receive text messages in order to create a CHIPS account, post a contract, claim a contract, or get paid. If you opt out or never opt in, you still receive every notification by email and in the Platform interface.

Message frequency. Frequency varies with your Platform activity – you receive messages only when something happens on a contract you are part of.

Cost. Message and data rates may apply. CHIPS does not charge you for text messages; your mobile carrier's standard rates apply.

Opting out. Reply STOP to any message to cancel. You will receive a single confirmation message and then no further texts. Reply HELP to any message, or email help@getchips.ai, for assistance.

Carrier notice. Mobile carriers are not liable for delayed or undelivered messages. Delivery is not guaranteed on every carrier or handset.

Mobile information is never shared for marketing. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All of the sharing described in our Privacy Policy excludes text messaging originator opt-in data and consent; this information will not be shared with any third parties. Twilio, our messaging provider, receives your phone number solely to transmit the messages you requested and is contractually prohibited from using it for any other purpose.

12. Disclaimers

The Platform is provided "as is" and "as available." We do not guarantee that the Platform will be uninterrupted, error-free, or secure at all times. We are a marketplace – we connect clients with creators (Operators and Makers). We do not employ creators, we do not guarantee the quality of any deliverable, and we are not a party to the agreement between client and creator beyond administering the escrow and reputation systems. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

13. Limitation of Liability

To the maximum extent permitted by applicable law, CHIPS and its officers, directors, employees, and affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Platform. Our total aggregate liability to you for any claims will not exceed the greater of (a) the amount you paid to CHIPS in fees during the 12 months preceding the claim, or (b) $100. Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be excluded or limited under applicable law – including under EU, UK, or California consumer protection law.

14. Indemnification

You agree to indemnify and hold harmless CHIPS and its officers, directors, employees, and affiliates from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Platform, your violation of these Terms, or your violation of any third party's rights.

15. Dispute Resolution – Mandatory Arbitration

Please read this section carefully. It affects your legal rights. You and CHIPS agree to resolve any disputes arising out of or relating to these Terms or the Platform through binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration will take place in Maricopa County, Arizona, unless you and CHIPS agree otherwise. You and CHIPS each waive the right to a jury trial and the right to participate in a class action, class arbitration, or representative proceeding. If any part of this arbitration provision is found unenforceable, the remainder will still apply. If the class action waiver is found unenforceable, the entire arbitration provision will be void. The arbitrator may award the same damages and relief that a court could award. Exception for EU, UK, and EEA users: this arbitration clause does not apply to the extent it conflicts with mandatory consumer protection laws in your jurisdiction.

16. Governing Law

These Terms are governed by the laws of the State of Arizona, United States, without regard to conflict-of-law principles. For users in the EU, UK, or EEA, this choice of law does not deprive you of the protections afforded by the mandatory provisions of the law of your country of residence.

17. Termination

You may close your account at any time by contacting help@getchips.ai. Upon closure, any CHIPS balance in your account remains accessible for withdrawal according to the Platform's standard cashout process. We may suspend or terminate your account for violation of these Terms, extended inactivity, or at our discretion with reasonable notice. If we terminate your account without cause, we will provide at least 30 days' notice and allow you to withdraw your remaining CHIPS balance.

18. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and CHIPS. Severability. If any provision is found unenforceable, the rest remain in effect. No Waiver. Our failure to enforce any provision is not a waiver of that provision. Assignment. You may not assign your rights under these Terms. We may assign ours in connection with a merger, acquisition, or sale of assets.