choozle

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TERMS OF SERVICES

Last updated: May 2024

The following terms and conditions (this “Terms of Service”) govern all use of the website located at https://choozle.com/ (the “Website”), and the digital advertising platform, including the Choozle Platform (https://platform.choozle.com, https://app.choozle.com/), Choozle Support Center (https://help.choozle.com/),  Choozle Academy (https://app.choozle.com/academy) (collectively, the “Platform”), and all content, services, features, activities, and products available at or through the Website, Platform, or any mobile application (collectively, the “Services”). The Services are owned and operated by Choozle, Inc., DBA Choozle (“Choozle”, “we”, “our”, or “us”). You, the reader (“Company”, “you”, “your”)  should read these Terms of Service carefully before using the Services.

BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED HEREIN BY REFERENCE, INCLUDING, BUT NOT LIMITED TO, CHOOZLE’S PRIVACY POLICY (HTTPS://CHOOZLE.COM/PRIVACY-POLICY). THESE TERMS OF SERVICE ARE LEGALLY BINDING AND CONDITIONS YOUR USE OF THE SERVICES. If you do not agree to these Terms of Service, you may not use the Services.

  1. ACCOUNT REGISTRATION AND ACCESS

To register for the Choozle Platform and create an “Organization Account” for your organization, you (including any agent designated by you operating on your behalf) must complete the registration process by providing Choozle with the information prompted by the registration form, including, but not limited to, your name, email address, telephone, Company name, Company website, and password. After you create your Organization Account, you may create subsequent “User Accounts” for each of your clients (Organization Account and User Accounts are referred to herein as “Account(s)”). You agree to provide us with complete and accurate information when you register for the Choozle Platform, and to keep such information up to date.

You shall protect your username and password and are solely responsible for activities that occur under or through your Account(s), including activities initiated by third parties, whether or not you authorize such activities. If you allow a third party to access the Choozle Platform on your behalf, you shall ensure that such third party is bound by, and abides by, these Terms of Service, and any applicable Master Services Agreement (“MSA”) or Order Form, Statement of Work, or Insertion Order (“SOW”). You solely are responsible for any activity on your Account(s). You agree to notify Choozle immediately of any unauthorized use of your Account(s) or any other breach of security relating to your Account(s) or your use of the Choozle Platform. You may only use the Services for your internal business purposes.

Choozle may access your Account(s), or information associated with your Account(s), to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.

2. FEES

2.1  Subscription Plans and Additional Services

Choozle offers monthly subscription plans (the “Subscription Plans”) with optional add-ons that can be purchased as detailed at https://choozle.com/pricing/compare-plans/.

Additional fees may be outlined in any applicable MSA and SOW(s). You agree to pay all fees incurred by you in using the Choozle Services.

2.2 Changes in Fees

We may, upon any notice required by applicable law, change the fees for the Choozle Platform at any time or impose additional fees or charges. Such fee changes will be effective only as to prospective Choozle Platform orders (including monthly, automatic renewals and Subscription Plan upgrades) after the effective date of such change.

2.3 Subscription Plan Fees

During the registration process, you will enter your required details to create your Organization Account and subsequent User Accounts. A credit card is required to activate your subscription and ensure you have continued access to your Account(s) and the Platform. The Subscription Plan will be charged to the card on file for the Organization Account.

After your first month or usage, your Subscription Plan will automatically renew at the first of the following month and you will be charged the full amount of your subscription. Your Subscription Plan will renew automatically and continue month-to-month at the rate you agreed to unless you cancel your Subscription Plan or we terminate it, in each case pursuant to these Terms of Service (see Section 2.7 (‘Account Cancellation’) and Section 12 (‘Term and Termination’)). You must cancel your Subscription Plan before it renews to stop recurring charges. We will bill the fees due under your Subscription Plan to the credit card you provide us during registration (or to a different credit card if you change your payment information) and continue to do so month-to-month at the rate you agreed to as set forth herein. The fees for your Subscription Plan and add-ons are billed in advance of each billing cycle and are non-refundable. You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Subscription Plan, add-ons, or applicable taxes, and you authorize us to bill you the corresponding amounts. No refunds or credits or rollovers will be provided for partial months of the Choozle Platform, upgrades and downgrades, or for months unused with an open Account(s). Any discounts applied to a previous Subscription Plan will not apply to a renewed Subscription Plan, including automatic renewals.

As an express condition of your use of and access to the Choozle Platform, you agree to pay all fees applicable to your Subscription Plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Choozle Platform. We reserve the right to deactivate your access to the Choozle Platform for failure to pay applicable fees as described in these Terms of Service. Unless otherwise stated, all fees are payable in U.S. Dollars.

2.4 Credit Card Payments

All fees for your Subscription Plan and any add-ons will be billed to your credit card. You authorize us to charge your credit card for your Subscription Plan and all other fees incurred by you in using the Services including, without limitation the fees detailed in any applicable MSA or SOW(s) and you authorize the card issuer to pay any amounts described herein and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your Subscription Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your Account(s) current, complete, and accurate, and you must promptly contact Choozle if your credit card is lost or stolen, or if you become aware of a potential breach of Account(s) security (such as an unauthorized disclosure or use of your Choozle username or password). You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. If payment is not received as a result of an expired credit card, we reserve the right to cancel your Subscription Plan and or remove access to your Account(s). You agree to pay all costs of collection, including attorney’s fees and costs, and interest on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

2.5 Invoice Payment Terms

Choozle may, in its sole discretion, offer you a line of credit. Choozle will use internal credit authorization practices such as running a credit check to determine if you are eligible for invoiced billing from a line of credit and, if so, use that credit check to determine the limit of the line of credit to be offered to you. If, after the credit check, Choozle determines you do not qualify for a line of credit, you will pay Choozle for the Services using a credit card as described in section 2.4. If approved, we will invoice you for fees pursuant to the spend calculated by the Choozle Platform and you will pay all fees hereunder within thirty (30) days after receipt of the applicable invoice. 

2.6 Non-Payment

If you fail to pay or there is an issue with your payment to us, upon ten (10) days prior written notice and your failure to cure, Choozle reserves the right (in addition to any other rights or remedies Choozle may have) to re-charge your credit card and to discontinue the Services and suspend your access to the Platform and Services if any fees are more than thirty (30) days overdue until such amounts are paid in full.  All payments must be made in U.S. dollars. Outstanding balances may, in Choozle’s discretion accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, from the due date until paid, plus Company’s reasonable costs of collection (including attorney’s fees).  All fees due hereunder are exclusive of, and you shall pay, all sales, use and other taxes, export and import fees, customs duties, and similar charges applicable to the transactions contemplated by these Terms of Service, except for taxes based upon your net income.

2.7 Adjusting Subscription Plans

Questions involving upgrades or downgrades to your Subscription Plan can be directed to help@choozle.com or by submitting a ticket within the Choozle Support Center.

Any additional or alternative payment arrangements are in Choozle’s sole discretion.

2.8 Account Cancellation

You may cancel your Subscription Plan and any add-ons in the Platform by going to Settings > ‘Request to Cancel Account’. Otherwise, you may cancel your Subscription Plan and any add-ons by contacting help@choozle.com or by submitting a ticket within the Choozle Support Center and requesting a cancellation. You must cancel your Subscription Plan prior to the end of your current pre-paid period to avoid charges for the next billing cycle. If you cancel your Subscription Plan, you will lose all access, upon the expiration of your current pre-paid period, to the Choozle Platform and any data or information stored in your Account(s). See Section 12 (‘Term and Termination’) for additional details. Cancellation of your Subscription Plan automatically cancels any add-ons associated with that Subscription Plan. No refunds or credit will be given for any add-on canceled due to a canceled Subscription Plan. You may request a refund for any unused balances associated with your canceled Account(s) by emailing help@choozle.com.

2.9 Media Fees

If elected to in the MSA, you shall have access to the Choozle advertising planning and buying campaign tool (“Campaign Tool”) in the Platform. By utilizing the Campaign Tool, you will incur incremental fees that are comprised of, but not limited to, your Account(s) balance, media costs, data targeting costs, ad serving costs, third-party tool costs, and optimization costs that drive the execution of campaigns (“Media Fees”). These Media Fees will be set forth on the Platform. You agree to pay any media or campaign fees for campaigns selected by you.

You will obtain and hereby grant to Choozle, all rights, and permissions needed to authorize Choozle to buy inventory on your behalf (and any third party on whose behalf you are acting), perform tracking, and analytics, and to store and serve ads. During the Term, Choozle may offer additional services beyond those described herein. Fees for such services will be shown in the Platform user interface. In addition, to the extent that you request Choozle’s help to manage campaigns or to use the Services, whether such requests are verbal or in writing, you consent to the actions that Choozle performs on your behalf and will pay any additional fees as set forth in the Platform. You retain sole responsibility for such assisted use of the Services.

If you authorize Choozle to manage campaigns on your behalf through the Platform, Choozle will charge an increased fee on your media. The current fee for managed campaign services is ten percent (10%) but is subject to change upon notice from Choozle.

All Media Fees are paid via credit card. At User Account creation, you must add a credit card and prepay an initial amount, to be set by Choozle and you, (the “Initial Charge”) to each User Account created (“User Account Balance”). Media Fees will be charged to the credit card on file for the User Account(s). As you accrue campaign spend, Choozle will automatically deduct the spend from your User Account Balance. You agree to permit Choozle to charge your credit card to refill your User Account Balance (the “Ongoing Charges”). The Ongoing Charges, at your election, may be automatically or manually charged. If you elect automatic refilling (“Auto-Refill”) of your User Account Balance, Choozle will charge the credit card on file for each User Account when the User Account Balance reaches a preset minimum account balance (your “Minimum Balance”). We recommend a Minimum Balance of no less than five hundred dollars ($500). Auto-Refill is on by default. At your discretion, you may turn off Auto-Refill and manually add funds to your User Account (“Manual-Refill”). If you elect Manual-Refill, you add money to your Prepaid Balance ad hoc. If the User Account Balance is insufficient to run campaigns, the ability to run campaigns will be suspended. If your User Account Balance drops below zero dollars ($0), you agree to permit Choozle to automatically charge your credit card the amount owed to Choozle, bringing your User Account Balance back to zero dollars ($0). If your User Account Balance remains below the Minimum Balance for longer than twenty four (24) hours, all campaigns under the Account will be disabled until the User Account Balance is funded. You may manually add funds to your User Account even if you have set your User Account to Auto-Refill. All amounts due or payable hereunder are in US dollars. Media Fees and campaign expenses for all media or ads that have already been placed are noncancellable and nonrefundable.

2.10 Creatives

We may, upon any notice required by applicable law, change the fees for the Choozle Platform at any time or impose additional fees or charges. Such fee changes will be effective only as to prospective Choozle Platform orders (including monthly, automatic renewals and Subscription Plan upgrades) after the effective date of such change.

2.2 Changes in Fees

2.10.1 Creative Review. 

Choozle may review creatives for compliance with laws, regulations, and policies. Choozle shall have the right, in its sole discretion, to reject any creative.

2.10.2 Creative Services. 

Choozle will use commercially reasonable efforts to provide You the services (the “Creative Services“) as set out in any applicable SOW(s). You shall respond promptly to any reasonable requests from Choozle for instructions, information, or approvals required by Choozle to provide the Creative Services. In consideration of the provision of the Creative Services by Choozle and the rights granted to you under these Terms of Service and applicable SOW, you shall pay the fees set out in the applicable SOW as described herein.

2.10.2.1 Ownership of Deliverables.

Except as otherwise expressly provided in these Terms of Service, the MSA, and any applicable SOW, Choozle assigns, grants, and conveys to you all right, title, and interest in any intellectual property rights in any deliverables of the Creative Services created for you pursuant to these Terms of Service and applicable MSA and SOW(s) (the “Deliverables”). Except as otherwise expressly provided in any applicable SOW, Choozle agrees that any and all Deliverables are and remain your property and are works made for hire to the extent allowed by law. Notwithstanding anything herein to the contrary, your ownership of the Deliverables shall be subject to (a) the rights of third parties whose materials or services are contained in the Deliverables and used under a license or other permission granted to you or Choozle (“Third-Party Materials“), and (b) all materials owned by Choozle prior to, or independent from, the performance of Creatives Services under these Terms of Service, and all methodologies, software, applications, processes or procedures used, created or developed by Choozle in the general conduct of its business, excluding those developed specifically for you or funded by you (collectively, “Choozle Materials“). Choozle hereby grants you a royalty-free, perpetual, worldwide license to any Choozle Materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables for any and all purposes.

2.10.2.2 Approvals. 

Any approvals required in an SOW must be received in accordance with mutually agreed upon production timelines as detailed in an SOW. Your failure to provide timely approvals may result in extended project timelines, missed deadlines, and/or overages.

2.10.2.3 Product Delivery. 

If applicable, when Deliverables require product(s) supplied by you, such product(s) must arrive in accordance with mutually agreed upon production timelines. Failure to deliver product, may result in extended timelines, canceled or postponed shoots, or overages.

2.10.2.4 Usage Restrictions. 

Choozle will disclose any usage restrictions resulting from the inclusion of any Third-Party Materials used in the production of the Deliverables.

2.10.2.5 Your Obligations.

You must: (1) Cooperate with Choozle in its performance of the Creative Services and provide access to your premises, employees, contractors, and equipment as required to enable Choozle to provide the Creative Services; and (2) Take all steps necessary, including obtaining any required licenses or consents, to prevent delays caused by You.

2.11. Reporting

Paying Platform subscribers have access to Choozle’s online reporting interface. All reports from the interface are for your internal use only. If you are an agency utilizing the Choozle platform on behalf of a client, you may share any and all campaign reporting with the client for their internal use only and you shall ensure that such client uses the reports, and the Service and Platform in accordance with these Terms of Service. You shall remain responsible for the acts and omissions of your clients and any third party for whom you use the Services.

Choozle will have sole responsibility for calculating and reporting metrics on media or data bought and sold through the Platform. Such metrics will be used for calculating payments. Choozle will make such metrics available to you through the Platform. In the event of discrepancies between your records and Choozle’s metrics, you may inspect the log files up to twice per calendar year, provided that any inspection shall be at reasonable times and on reasonable notice, and you may not inspect the log files for the same time period more than once. Any data made available to you during an inspection is Choozle’s Confidential Information (defined below) and you will not disclose such data to any third party or use such data for any purpose other than verifying Choozle’s accounting. You must raise any discrepancies within thirty (30) days of the date of the applicable campaign. Choozle may revise and update numbers if there is a delay in reporting affecting month-end invoicing.

2.12. Analytics and Insights

This section applies if you implement Choozle’s analytics code (“Smart Tag Container”) and elect to use the ‘Third-Party Advertising Services” tools available in the Platform (like click and conversion tracking and ad-level audience insights) (“Analytics”). During the Analytics setup process, Choozle may append certain parameters to the URL or Website associated with your ad to enable Analytics. You may not edit or delete such parameters without Choozle’s prior written consent. Choozle shall notify you of any changes or additions to the Smart Tag Container and tools available in the Platform to ensure data compliance. Upon termination of these Terms of Service, you must promptly remove the Smart Tag Container. If you enable Analytics, you must inform your users that (a) it uses Choozle to monitor interaction with its ads and Designated Website (as defined in the MSA), and Choozle may gather and use information from cookies or other automated technologies, and (b) if the user chooses, the user can opt-out from Choozle’s collection of certain information, by utilizing the links below in your privacy policy where you can direct users to opt-out by specific companies.

Where you authorize Choozle to utilize the following selected Third-Party Advertising Services in providing the Services, you agree to the the terms of service of each Third-Party Advertising Service, namely:


To clarify, you do not have to use this specific language detailed in 2.11 as long as you communicate the required information.

3. LICENSES

3.1 License to Choozle Software

Subject to these Terms of Service, Choozle hereby grants you a limited, revocable, non-exclusive, non-transferable and non-assignable license to (i) include the Choozle-provided code, including the Smart Tag Container on the Designated Website, solely for the purposes of accessing and providing information to the Choozle Platform and accessing the information available from the Choozle Platform with respect to the Designated Website; and (ii) use and remotely access the Choozle Platform to view and download your reports for your internal business purposes.

Except as expressly set forth herein, you shall not (A) use, reproduce, modify, or create derivative works of the Smart Tag Container, or (B) transfer, lease, lend, sublicense, use for time sharing, or service bureau purposes, resell or otherwise distribute or allow third-party access to all or any portion of the Smart Tag Container or the Choozle Platform.

As part of the Services, Choozle may provide you with access to information, reports, insights or analytics generated by third parties (“Third-Party Reports”). You may only use such Third-Party Reports for your internal business purposes in connection with your use of the Service, and never on any standalone or separate basis. Choozle provides all Third-Party Reports AS-IS and WITHOUT ANY WARRANTIES.

3.2 License to Client Data

You hereby grant to Choozle, a royalty-free, nonexclusive, worldwide, limited right and license to access your registered web page(s) and to access and log (i) any information concerning users’ actions, entries, or activities on your web page(s), (ii) any information sent to you by users’ web browsers concerning users’ web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), or (iii) any data or other information you provide to Choozle or that is provided to Choozle on your behalf or by your users, including without limitation browser usage and screen resolution, and any customer relationship management (“CRM”) data, including names, emails, phone numbers, addresses, and zip codes (collectively “Client Data”), subject to the terms of the Data Processing Agreement which can be found at https://choozle.com/data-processing-agreement/, for the purposes of (a) providing you with reports and other functions related to the Choozle Platform; (b) analyzing and improving the Choozle Platform; or (c) compiling aggregate data derived from your use of the Choozle Platform to compile statistics, metrics, insights, and general trend data about the Choozle Platform for use in Choozle’s discretion, among other things, Choozle’s marketing and promotional purposes; and (d) otherwise providing you the Services. Further, you grant to Choozle a royalty-free, nonexclusive, worldwide license to information, data, and statistics that Choozle obtains from the Designated Website, such as raw data and log files generated by or provided to the Choozle Platform, to use the data as permitted by applicable law including, where applicable, the California Consumer Privacy Act (“CCPA”) and its amendments which permits Choozle to use the data as a “Service Provider” for the following “Business Purpose”: “performing services such as maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing financing, providing advertising or marketing services, providing analytic services, or providing similar services on behalf of the Business or service provider.” 

As part of Choozle’s commitment to respect privacy concerns and implement industry-recognized standards, Choozle complies with the Digital Advertising Alliance’s (“DAA”) Self-Regulatory Principles for Online Behavioral Advertising, which are designed to inform consumers about data collection and advertising practices across multiple websites and to provide consumers the ability to opt-out. To learn more about Choozle’s privacy practices, please review section 4 ‘Privacy’ below as well as our Privacy Policy found at https://choozle.com/privacy-policy/.

You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Choozle under these Terms of Service, that Choozle has the rights to use the Client Data as authorized under these Terms of Service, and further represent and warrant that the Client Data does not infringe the rights of any third party or violate any applicable law or regulation. You acknowledge that we may require access to certain software or platforms of you or your providers in order to access and use the Client Data, and you represent and warrant that you have the ability and full right to grant us access to such software and platforms to access the Client Data and use the Client Data in accordance with these Terms of Service, the MSA, and any applicable SOW. You agree to comply with all applicable laws and regulations.

3.3 License to Material Which You Post

By posting any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files, forum messages, reviews, comments, or other material (“Material”) to the Platform or Service, you hereby grant Choozle a perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, perform, or publicly display all or any portion of the Material for the purpose of providing you the Services. You further represent and warrant that you own all rights to such Material and that the Materials do not infringe the rights of any third party or violate any applicable law or regulation.

4. PRIVACY

Choozle’s Privacy Policy is incorporated into these Terms of Service and is available at https://choozle.com/privacy-policy. The Choozle Data Protection Agreement is also incorporated into these Terms of Service by reference and is available at https://choozle.com/data-processing-agreement/.

5. POLITICAL ADVERTISING

5.1 Our Partner’s Terms.

If you elect to use any of our Third-Party Advertising Partners, you agree to comply with the advertising guidelines of such elected partners.

5.2 Self-Regulatory Terms. 

You agree to comply with all self-regulatory guidelines, including, but not limited to, the Digital Advertising Alliance’s guidelines which can be found at https://aboutpoliticalads.org/principles.

5.3 Federal and State Laws. 

You agree to comply with the federal and state advertising and political advertising laws and regulations. Choozle does not support political advertising in the following states: Washington.

5.4 Choozle Political Advertising Rules. 

Choozle has the right to review and remove all political advertisements for any reason. Choozle retains certain data about the political advertisements served using our Services. Transparency about these advertisements is important to us. If you are interested in learning what political ads we have disseminated in the United States, the advertisers, the candidates referenced, and the amounts spent please email us at privacy@choozle.com.

6. PROPRIETARY RIGHTS; RESTRICTIONS ON USE

6.1 Choozle’s Exclusive Right to Manage Material

You acknowledge that any Material you post, upload, or submit to the Platform may be edited, removed, deleted, modified, published, transmitted, and displayed by Choozle in its sole discretion and without your permission, and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. However, Choozle shall not be responsible for controlling or editing any Material. Choozle cannot ensure removal of inappropriate or unlawful Material. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Material or for any failure to do so.

6.2 Reservations

Except for the limited licenses expressly granted herein, Choozle expressly reserves all right, title and interest in and to the Smart Tag Container, content on the Choozle Platform, aggregate data, and general trend reports as well as all processing, analytics, and other software and technology used by Choozle in providing the Services, including, without limitation, any derivatives, improvements, enhancements or extensions of the Services conceived, reduced to practice, or otherwise developed on or on behalf of Choozle, all of which are valuable assets of Choozle, and any copyright, patent or trademark or other intellectual property rights, or federal or state right, pertaining thereto.

6.3 Restrictions on Use and Compliance

You shall not use, or allow third parties to: (i) use of the Services, except pursuant to the limited rights expressly granted in these Terms of Service; (ii) use the Services in any manner that is inconsistent with user documentation, if any, supplied to you by Choozle or inconsistent with Choozle’s standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Services, or attempt to access data or Account(s) information of any other customer of Choozle; (iv) remove, obscure, or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Choozle; (v) use, post, transmit, or introduce any device, software, or routine that interferes or attempts to interfere with the operation of the Services; (vi) post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image, or program; (vii) post or transmit any message, data, image, or program that would violate any property rights of others using the Services; (viii) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; or (ix) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (x) use the Services to knowingly transmit or participate in fraudulent traffic, malware attacks, IP piracy, and/or criminal activity through the use of digital advertising campaigns; or (xi) use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including, without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy, or rights of celebrity.

We reserve the right to prohibit you from using the Choozle Platform for violating any of the stated restrictions or for otherwise violating these Terms of Service.

6.4 Intellectual Property

The Choozle Site and Services contain intellectual property owned by Choozle, including, without limitation, trademarks, copyrights, proprietary information, and other intellectual property as well as the Choozle/(choozle.com) name, logo, all designs, content, layouts, text, graphics, photographs, other files, and the selection and arrangement thereof. You may not copy, modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever the Choozle Site or Services, including without limitation any content or intellectual property therein, in whole or in part without our prior written consent in each instance. You agree not to engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Choozle Site or Services in any medium, including without limitation by any automated or non-automated ‘scraping’; (b) collecting or harvesting any personally identifiable information, including account names, from the Site or Service; (c) using the Choozle Site or Services for any commercial solicitation purposes; (d) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (e) interfering with the proper working of the Choozle Site or Services; or (f) using the Choozle Site or Services or any part thereof for any commercial purpose not expressly authorized herein. We may, without prior notice, change the Services; stop providing the all or part of the Services to you or to users generally; or create usage limits for the Services. We reserve the right to immediately remove you from the Choozle Site and Services without refund if you are caught violating these Terms of Service.

7. INDEMNIFICATION

You agree to indemnify, hold harmless and defend Choozle and its officers, directors, employees, agents, or affiliates, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs, or expenses (including, without limitation, reasonable attorney’s fees) incurred by Choozle or any of its officers, directors, employees, agents, or affiliates, arising out of or relating to (i) your breach of any term or condition of these Terms of Service, (ii) your use of the Services, or (iii) your unauthorized use of the Smart Tag Container, (iv) a claim by a Visitor, or (v) breach of applicable law including, but not limited to, the California Consumer Privacy Act and its amendments including the California Privacy Rights Act (collectively, the “CCPA”), Virginia the Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CTDPA”), the Utah Consumer Privacy Act (“UCPA”), the Oregon Consumer Privacy Act (“OCPA”), the Texas Data Privacy and Security Act (“TXDPSA”), and the Montana Consumer Data Privacy Act (“MTCDPA”), as well as the General Data Protection Regulation (“GDPR”). Choozle reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

8. REPRESENTATIONS AND WARRANTIES

You represent and warrant to Choozle that you (i) own all right, title and interest in and to the URLs of the Designated Website, Materials, and Client Data; (ii) have provided all necessary notices required under Applicable Data Protection Law (as defined in the MSA) to utilize the Services; and (iii) have obtained all necessary consent(s) required to enable the Services and allow Choozle to use any associated data or information.

9. DISCLAIMERS AND LIMITATIONS ON LIABILITY

9.1 General Disclaimers

The information, reports, and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Choozle and its respective vendors may make improvements and changes in the Services at any time, without obligation to notify any person or entity of such changes.

Choozle does not represent or warrant that (i) the Services will be error-free or accessible at particular times, (ii) defects will be corrected, (iii) the Services or server(s) that make it available, are free of viruses or other harmful components, or (iv) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. You specifically agree that Choozle shall not be responsible for unauthorized access to or alteration of your data.

9.2 Disclaimers of Warranties

THE SERVICES, THE SMART TAG CONTAINER, AND ANY REPORTS, PRODUCTS, OR SERVICES DERIVED THEREFROM ARE PROVIDED “AS IS.” CHOOZLE MAKES NO WARRANTIES, CLAIMS, OR REPRESENTATIONS, EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, THE SMART TAG CONTAINER, THE REPORTS, OR ANY DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. CHOOZLE DOES NOT WARRANT THAT THE SERVICES, THE SMART TAG CONTAINER TAG, OR ANY REPORTS DERIVED THEREFROM WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS OF SERVICE AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE CHOOZLE PLATFORMS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.

9.3 Limitations on Liability

CHOOZLE AND ITS OFFICERS, DIRECTORS, AND EMPLOYEES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION OR OTHERWISE, EVEN IF CHOOZLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN FULL.

CHOOZLE’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE SHALL NOT EXCEED THE AGGREGATE FEES PAID BY YOU TO CHOOZLE FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. SERVICE FAILURES

Choozle does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime: (i) caused by failures of or previously scheduled maintenance to Choozle’ equipment or servers; (ii) caused by outages to any public Internet backbones, networks, or servers; (iii) caused by any failures of your equipment, systems, or local access services; or (iv) relating to events beyond Choozle’ control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Choozle or your servers are located or co-located.

11. U.S. GOVERNMENT RIGHTS

If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (“DOD”) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in these Terms of Service.

12. TERM AND TERMINATION

12.1  General. Choozle may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach these Terms of Service or for any other reason.

12.2  Termination of Choozle Platform.

Either party may terminate these Terms of Service at any time and for any reason. To terminate your use of the Choozle Platform, please follow the steps described in Section 2.7 (‘Account Cancellation’).

Upon any termination of these Terms of Service (i) Choozle will cease providing the Choozle Platform; (ii) you will delete all copies of the Smart Tag Container from your web page(s); (iii) any outstanding balance payable by you to Choozle will become immediately due and payable and any collection expenses incurred will be included in the amount owed; and (iv) all of your historical report data will no longer be available to you through Choozle.

In addition, upon the termination of these Terms of Service, you shall delete all copies of the Smart Tag Container from such web page(s) including any tag or script containers. You understand and acknowledge that, unless and until the Smart Tag Container is deleted from a web page, the Smart Tag Container may continue to track information on such a web page on an automated basis and you shall be responsible for any associated fees.

At termination, we may delete the information you provided. However, we may retain and use your information after termination where necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. You can learn more about our data retention practices in our Privacy Policy.

13. MODIFICATIONS TO THESE TERMS OF SERVICE AND OTHER POLICIES

Our employees are not authorized to vary these Terms of Service. These Terms of Service may be modified only: (i) by obtaining our written consent in an agreement signed by an officer of Choozle; or (ii) as set forth below in the immediately following paragraph.

You agree that Choozle may modify these Terms of Service or any policy governing the Services from time to time and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of these Terms of Service. We will put the effective date of the latest version at the top of these Terms of Service. We will notify you of any material revisions or modifications to these Terms of Service by (i) posting a notice on the Choozle Platform for thirty (30) days following any revisions or modifications to these Terms of Service; (ii) posting a notice on the Choozle Platform the first time that you visit the Choozle Platform following such revisions or modifications; or (iii) providing direct notice of such changes in a communication to your Account(s). By continuing to use the Services following receipt of such notice, you consent to the revised or modified Terms of Service.

14. MISCELLANEOUS; ARBITRATION, CHOICE OF LAW, AND VENUE

14.1 Excuse.

Choozle shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.

14.2 Severability and Waiver

If any provision of these Terms of Service is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of these Terms of Service shall continue in full force and effect. Choozle’s acquiescence in the breach of a provision of these Terms of Service or failure to act upon such breach does not waive Choozle’s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Choozle to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

14.3 Agreement to Arbitrate.

Certain portions of this Section 15.3 are deemed to be a written agreement for arbitration pursuant to the Federal Arbitration Act. You and Choozle agree that we intend that this Section 15.3 satisfies the writing requirement of the Federal Arbitration Act.

If any controversy, allegation, or claim arises out of or relates to the Services,, your Subscription Plan, or these Terms of Service, including, but not limited to, claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a “Dispute”), then either you or Choozle may elect to submit the Dispute to be finally and exclusively resolved by binding arbitration before a sole arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. For the sake of clarity, controversies, allegations or claims arising out of the Website do not constitute a Dispute for which arbitration is a permitted dispute resolution option. If an in-person arbitration hearing is required, then it will be conducted in Denver, Colorado. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocates of their choosing. You and Choozle will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Choozle to pay a greater portion or all of such fees and costs in order for this Section 15.3 to be enforceable, then Choozle will have the right to elect to pay the fees and costs and proceed to arbitration.

In arbitration, as with a court, the arbitrator must honor these Terms of Service and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION: (i) THERE IS NO JUDGE OR JURY; (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES; AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A REPRESENTATIVE OR CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

14.4 Injunctive Relief

The foregoing provisions of Section 15.3 will not apply to any (i) legal action taken by you or Choozle to seek an injunction or other equitable relief or (ii) controversy, allegation, or claim that arises out of relates to your or Choozle’s actual or alleged intellectual property rights.

14.5 Choice of Law and Forum

These Terms of Service shall be governed by and construed under the laws of the state of Colorado without reference to its conflict of law principles. Except to the extent that arbitration is elected in accordance with Section 15.3 above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in Denver, Colorado. Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Denver, Colorado. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms of Service. The Smart Tag Container is controlled by U.S. Export Regulations, and may not be exported to or used by embargoed countries or individuals.

14.6 Notices

Choozle may deliver notice to you under these Terms of Service by means of electronic mail, a general or specific notice on the Services, a communication to your Account(s) or by written communication delivered by first class U.S. mail to your address on record.

Any notices to Choozle must be sent to:

Choozle

1125 17th St #1000

Denver, CO 80202

help@choozle.com

via first-class or air mail or overnight courier, and are deemed given upon receipt.

14.7 Transfer of Rights

You may not assign or otherwise transfer any of your rights hereunder without Choozle’s prior written consent, and any such attempt is void. The relationship between Choozle and you is not one of a legal partnership relationship but is one of the independent contractors. These Terms of Service shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

14.8 Headings

The headings of the sections contained in these Terms of Service are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of these Terms of Service.

14.9 Hierarchy

In case of any discrepancy or ambiguity between these Terms of Service and any applicable MSA or SOW,  the SOW shall prevail over the MSA and these Terms of Service and the MSA shall prevail over these Terms of Service.

15. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet and the rapid changes around online privacy, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding collecting consent for the placement of cookies and other similar technologies and the transmission of technical data exported to or from the United States or the country in which you operate or reside and to comply with any other local laws affecting the Services. Namely, If you are using the Services to place cookies or other similar technologies on the Data subjects in the EEA, United Kingdom and/or Switzerland (as defined by the Global Data Privacy Regulation (GDPR)), you will obtain the Data Subject’s prior consent.

Customization Services Addendum

This Customization Services Customization Services Addendum to the Terms of Service (the “Customization Services Addendum”)  only applies to the extent you have paid Choozle the applicable fees for Customization Services, and Choozle has agreed to provide you with Customization Services.

Please read this Customization Services Addendum carefully as it contains the legal terms and conditions that you agree to when you use the services offered by Choozle under this Customization Services Addendum. By accessing or using any of the Customization Services, you agree to be bound by this Customization Services Addendum. By accessing or using the Customization Service, you are accepting this Customization Services Addendum (on behalf of yourself or the entity that you represent) and you represent and warrant that you have the right, authority, and capacity to enter into this Customization Services Addendum (on behalf of yourself or the entity that you represent). All references to the term ‘Customization Services Addendum’ herein will be deemed to include all of the terms and conditions of this Customization Services Addendum as well as the terms of use set forth in the Terms of Service. To the extent there is any conflict between the terms of this Customization Services Addendum and the Terms of Service, the terms of this Customization Services Addendum shall apply. In consideration of the mutual promises and undertakings of the parties, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Company and Choozle agree as follows:

  1. CUSTOMIZATION SERVICES

1.1 Services

If you desire to engage Choozle to provide services related to the customization, modification, hosting or enhancement of the Services for yourself or an end-user (“Customization Services”), and Choozle agrees to perform such Customization Services, then this Customization Services Addendum and any applicable SOW shall apply. Either party may terminate this Customization Services Addendum at any time upon thirty (30) days written notice to the other party.

1.2 Assistance

You shall provide Choozle with such resources, information, and assistance as Choozle may reasonably request in connection with the performance of the Customization Services. You acknowledge and agree that Choozle’s ability to successfully perform the Customization Services in a timely manner is contingent upon its receipt from you of the information, resources, and assistance reasonably requested. Choozle shall have no liability for (a) deficiencies in the Customization Services resulting from the acts or omissions of you, your agents, or employees or (b) performance of the Customization Services in accordance with your instructions.

1.3 Performance of Customization Services

Choozle may perform the Customization Services at that location selected by Choozle. Choozle will have sole discretion to determine the personnel assigned to perform the Customization Services. Nothing in this Customization Services Addendum will restrict Choozle from performing similar services for other customers. You agree and acknowledge that Choozle shall have the sole and exclusive right to control, operate, administer, and modify its systems used to provide the Services. From time to time, Choozle may issue an update to the Service which may add, modify, or remove features from the Service. These updates may be pushed out automatically with little or no notice. Choozle may immediately suspend you or your end users’ access to the Service for any reason in its reasonable discretion. Choozle will make reasonable efforts to monitor the uptime of the hosting account, if Choozle provides any hosting services, but does not guarantee or warrant its reliability due to various external Internet factors.

1.4 Acceptance

Without limiting any applicable warranties set forth in the Terms of Service, the Customization Services will be deemed accepted upon performance and any items delivered pursuant to this Customization Services Addendum will be deemed accepted upon delivery to you.

1.5 Payment

You shall pay Choozle for all Services ordered by you or your Clients (as defined in the MSA) and any other charges agreed to by the parties. Payment shall be due and payable as set forth in the Terms of Service, or if nothing is in the Terms of Service, net thirty (30) from receipt of Choozle’s invoice. Upon a reasonable request, Choozle, or its designee may audit your books and records or the books and records of your Clients to confirm your, or your Clients’, compliance hereunder, including any amounts payable.

2. OWNERSHIP LICENSE

2.1 Definitions

2.1.1   Work Product” means (a) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques and inventions that Choozle makes, develops, conceives, or reduces to practice, whether alone or jointly with others, in the course of performing the Customization Services; (b) all enhancements, modifications, improvements and derivative works of each and any of the foregoing; and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications, and other proprietary rights related to each and any of the foregoing.

2.1.2    “Deliverables” means the items provided by Choozle to you as part of the Customization Services, including Work Product and any items specifically designated or characterized as deliverables.

2.2 Choozle Property.

As between the parties, you own all intellectual property rights and grant to Choozle a non-exclusive, royalty-free, worldwide license to all Work Product and Deliverables, and (a) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques, and inventions that Choozle makes, develops, or reduces to practice, whether alone or jointly with others or otherwise obtained by Choozle prior to, or independently of, this Customization Services Addendum; (b) all enhancements, modifications, improvements and derivative works of each and any of the foregoing; and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications and other proprietary rights related to each and any of the foregoing (collectively, the “Choozle Property”).

2.3 Trademark License

Subject to the terms and conditions of this Customization Services Addendum, the Company grants to Choozle a non-exclusive, worldwide, fully paid up a royalty-free license, to use any trademarks, service marks, or logos provided by you (the “Company Marks”) in connection with providing the Services to you. Choozle agrees to use the Company Marks in accordance with your trademark guidelines provided to Choozle from time to time.

2.4 Service License. 

Subject to the terms and conditions of this Customization Services Addendum, including your payment of all applicable fees under this Customization Services Addendum and any applicable agreement, Choozle hereby grants to you a non-exclusive, non-transferable, non-sublicensable, right and license, under all of Choozle’s intellectual property rights, to provide its authorized end users with access to the Service using the Customized Services portal. Any additional rights with respect to the Services that are not expressly granted by Choozle pursuant to this Customization Services Addendum are deemed withheld. You shall ensure that your Clients and users agree to the Terms of Services of use for the Services or any other terms provided by Choozle. You shall be responsible for the acts and omissions of your Users and Clients and shall ensure that your Clients agree to these Terms of Service and the MSA and any applicable SOW(s). You shall cooperate with Choozle in connection with collecting any payments owed to Choozle hereunder.

2.5 Restrictions. 

Except as expressly allowed by this Customization Services Addendum, You shall not: (i) distribute, lease, license, sublicense, or otherwise disseminate the Customization Services or any component or portion thereof to any third party; (ii) modify, enhance, translate, supplement, create derivative works from, reverse engineer, decompile, or otherwise reduce to human-readable form the Customization Services or any component or portion thereof; (iii) sell, license, or otherwise distribute the Customization Services or any component or portion thereof; (iv) make any copies of the CustomizationServices or any component or portion thereof; or (v) use any portion of the Customization Services as a standalone program or in any way independently from the Services. You will not provide end users with altered version(s) of the CustomizationServices and will not operate or combine the Customization Services with other products, materials or services in a manner inconsistent with the uses contemplated in this Customization Services Addendum. You will not remove, alter, modify, relocate or erase any copyright notice or legend denoting proprietary interests of Choozle contained in the Services or Software; and will reproduce any such notices, legends, or proprietary markings on authorized copies related to the CustomizationServices that you may distribute. You shall be responsible for all trademarks, logos, design, media, text, graphics, animations, audio components, video components, photos, or any other information (hereinafter collectively referred to as “Content”) posted and activity that occurs with the Customization Services (even when Content is posted by others who have access to the Service through you) and represent that you have the right to provide Choozle with the Content. Choozle may remove any Content that Choozle determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any Party’s intellectual property or this Customization Services Addendum.

3. LIMITED WARRANTY 

Choozle warrants to you that the Customization Services will be of a professional quality conforming materially to any documentation published by Choozle. For any breach of this warranty, your sole remedy and Choozle’s sole obligation will be for Choozle to re-perform the non-conforming service and, if after a reasonable number of attempts, Choozle is unable to provide Customization Services that comply with the warranty, you may terminate this Customization Services Addendum. Any claim under this warranty must be made to Choozle in writing.