Acceptance of Terms of Use

By using or visiting the website and service named “Chip It!” provided by The Sherwin-Williams Company ("Sherwin-Williams") which is available through www.letschipit.com (collectively, the "Service") you accept, without limitation or qualification, these Terms of Use and agree, without limitation, to the terms of our Privacy Policy. If you do not agree to these Terms of Use and our Privacy Policy, you may not use this Service. Acceptance of these Terms of Use constitutes a legal agreement between you and Sherwin-Williams. You may not use the Service and may not accept the Terms of Use if you are not of legal age to form a binding contract with Sherwin-Williams.

THESE TERMS OF USE APPLY ONLY TO THE SERVICE AVAILABLE THROUGH WWW.LETSCHIPIT.COM AND NOT TO ANY OTHER SHERWIN-WILLIAMS WEB SITE, SERVICE OR PRODUCT.

Overview of Service

You may access and use the Service for your own personal and non-commercial use in compliance with these Terms of Use, all applicable laws and any other terms or obligations to which you are subject.

The Service provides you with the ability to add a plug-in and/or bookmarklet to your web browser to create and share chipcards and chipbooks matching Sherwin-Williams paint colors to images (or their URLs) that you select on the Internet (“User Images”). You are solely responsible for the selection and use of all User Images in connection with the Service or otherwise. Sherwin-Williams does not select or review such User Images. You may learn more about certain features of the Service by accessing our FAQ.

Public Sharing of Chipcards

You may choose to share a chipcard with other users online. By sharing a chipcard online via the unique URL provided to you by the Service, whether by pasting the URL online or using a social media service to share the chipcard, you are making all of your chipcards and chipbooks publicly available to any user who has access to such unique URL. In other words, sharing one chipcard online through the unique Chip It! URL means that you are providing access to all of your chipcards through such URL, including all comments you have placed on the chipcard

Registration

In order to use the Service, you must either register for an account on log in through Facebook Connect, as described below. Your account is for your sole, personal use, you may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. All registration information about you must be truthful. You are responsible for the security of your password and will be solely liable for any use or unauthorized use under such password. We may suspend or terminate your access at any time with or without notice.

Social Media

In addition to registering for an account, this Service enables you to log in using Facebook Connect to use your Facebook account credentials. You are solely responsible for complying with all terms, conditions, policies and agreements of other services with which you use the Service, including but not limited to, social networking services. By providing this Service, Sherwin-Williams does not represent or warrant that your use of the Service is in compliance with such terms, conditions, policies and agreements, and you agree to independently ensure that your use of the Service does not cause you or Sherwin-Williams to be in violation of any obligation or applicable law.

Termination of Account

Sherwin-Williams may at any time terminate your right to use the Service. You may delete individual chipcards at your discretion at any time. You may delete your entire account with the Service by accessing the User Settings Page on the Service.

Changes to Terms of Use

Sherwin-Williams reserves the right to revise these Terms of Use and/or our Privacy Policy, and you agree to be bound by such revisions. You should therefore periodically visit this page to determine the then current Terms of Use, Privacy Policy and conditions to which you are bound. Your use of the Service after changes are made means you agree to be bound by the Terms of Use and Privacy Policy as such Terms of Use and Privacy Policy exist at that time.

Limitations of Use

By accessing our Service, you agree not to upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Service. You also agree not to interfere with the servers or networks connected to the Service or to violate any of the procedures, policies or regulations of networks connected to the Service, the terms of which are incorporated herein. You agree that no information or User Images (hereinafter “Materials”) submitted by you to the Service will violate any right of any third party, including copyrights, trademarks, privacy or other personal or proprietary rights. You also agree that no Materials submitted by you to the Service will be or contain libelous or otherwise unlawful, abusive, immoral or obscene materials. You further agree not to (i) impersonate any other person while using the Service, (ii) conduct yourself in an inappropriate, offensive, indecent, or vulgar manner while using our Service, or (iii) use the Service for any unlawful purpose. You may not use the Service to transmit spam or harassing messages. Sherwin-Williams reserves the right to terminate your access to the Service or any of its services if it determines that you do not comply with these terms and conditions; engage in any conduct that would otherwise harm any of Sherwin-Williams' rights or interests in its Service or other property; or for any or no reason whatsoever without prior notice to you.

Monitoring and Management of Materials

Sherwin-Williams shall have the right, but not the obligation, to monitor Materials to determine compliance with these Terms of Use and any other operating rules established by Sherwin-Williams, as well as to determine compliance with applicable laws, including but not limited to, copyright laws. Sherwin-Williams shall have the right in its sole discretion to edit, refuse to post, block access to, or remove any Materials submitted to or posted on the Service that Sherwin-Williams finds to be in violation of these Terms of Use or that Sherwin-Williams believes may violate laws or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity.

Links

Some of the hyperlinks on the Service may lead to third-party web sites. These third- party web sites are not controlled by, or endorsed by, or affiliated with, Sherwin-Williams. Sherwin-Williams does not assume any responsibility for any third-party web site. In addition, other web sites may link to our Service. Sherwin-Williams is not responsible for the content or privacy policies of these third-party web sites.

Intellectual Property

The elements of the Service, including, but not limited to, text, graphics, logos, depictions, designs, photographs, images, digital downloads, data compilations, sound, video, and software are protected by United States and international copyright, trademark, and trade dress laws and international treaties and, except for Materials, are the property of Sherwin-Williams or its affiliates or licensors.

Copyrights

The copyright in all content (excluding Materials) provided on the Service, including the software (collectively, “Content”) is the exclusive property of Sherwin-Williams or its affiliate(s), and protected by U.S. and international copyright laws. Except as provided in or through the Service, none of the Content contained in the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written consent of Sherwin-Williams. Permission is hereby granted to view, copy, print and download the Content provided in or through the Service for personal, noncommercial use only provided such Content is used for informational purposes only, and all copies, or portions thereof, include any copyright notice contained in the Content. Sherwin-Williams may revoke any of the foregoing rights at any time. You may not, without Sherwin-Williams' prior written consent, "mirror" any Content contained on the Service on any other server. Any unauthorized use of any Content contained on the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Notification of Copyright Infringement

If you believe that a work you own and which is protected by copyright has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Service, please provide Sherwin-Williams' Copyright Agent (identified below) a written or electronic notice ("Notice") containing the following information:

• your full legal name, as well as your address, telephone number, and email address;
• a physical or electronic signature of the person authorized to act on behalf of the owner of the copyrighted work(s) that is/are alleged to have been infringed;
• an identification of the copyrighted work(s) you claim is/are being infringed;
• an identification of the material you claim is infringing and its location;
• a statement by you that you have a good faith belief that the disputed use of the copyrighted work(s) is/are not authorized by you, the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

It is Sherwin-Williams' policy to terminate relationships with parties who violate any intellectual property right(s), privacy right(s) or proprietary right(s) of any third party.

Copyright Agent:

Name: Louis E. Stellato

Address:
The Sherwin-Williams Company
101 Prospect Ave, N.W.
Cleveland, Ohio 44115-1075
Phone: (216) 566-2200
Fax: (216) 566-2947
email: copyright@sherwin.com

THE COPYRIGHT AGENT SHOULD BE CONTACTED ONLY FOR THE PURPOSE OF NOTIFYING THE COPYRIGHT AGENT THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING IN OR THROUGH THE SERVICE.

ANY REQUEST, INQUIRY OR COMMUNICATION THAT IS SENT TO THE COPYRIGHT AGENT FOR ANY OTHER PURPOSE WILL NOT BE RESPONDED TO.

Trademarks

The trademarks, service marks, logos and taglines ("Trademarks") used and displayed on the Service, including but not limited to “Chip It!”, are registered or unregistered Trademarks of Sherwin-Williams or one of its affiliates or subsidiaries. Nothing on the Service shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark displayed on the Service without the prior written consent of the Trademark owner. Except as provided in or through the Service, the name of Sherwin-Williams or any Trademark may not be used in any way including in any advertising or publicity pertaining to distribution of materials on the Service without the prior written consent of Sherwin-Williams. Sherwin-Williams prohibits the use of any Sherwin-Williams logo and Trademark as a "hot" link to any web site unless establishment of such link is approved in advance by Sherwin-Williams in writing,

Submissions

You are responsible for all Materials submitted by you or used in connection with the Service. If Sherwin-Williams has reasonable grounds to suspect that such Materials will violate any right of any third party, including copyrights, trademarks, privacy or other personal or proprietary rights, or contain libelous or otherwise unlawful, abusive, immoral or obscene materials , Sherwin-Williams has the right to suspend or terminate your account and refuse any and all current or future use of the Service and hold you responsible for any claim or damages arising from such Materials. Any Materials submitted by you or used in connection with the Service are subject to disclosure to any regulatory or criminal authority or third party.

Materials you submit or use in connection with the Service are done so at your own risk. Sherwin-Williams is not responsible for and disclaims all liability related to your use of this Service or reliance on the information available on or through this Service. Sherwin-Williams is not responsible for the accuracy, content, or reliability of any information posted through this Service by other users.

Limited License of Materials Submitted in connection with the Service

You retain copyright and any other rights you already hold in Materials which you submit in connection with the Service. By submitting the Materials, you give Sherwin-Williams a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, publish, publicly display and distribute any Materials which you submit in connection with the Service. You confirm and warrant to Sherwin-Williams that you have the rights, power and authority necessary to grant Sherwin-Williams the right to use Materials on your behalf in connection with the Service.

DISCLAIMER OF WARRANTY

While Sherwin-Williams makes reasonable efforts to ensure that Chip It! provides reasonably comparable color matches, Sherwin-Williams does not provide any guarantees that colors will match in all cases. In addition, errors may occur. You acknowledge this risk by using the Service.

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE USE OF THE SERVICE; ANY FAILURES, DELAYS, OR INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT CONTAINED ON THE SERVICE; ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SERVICE; OR ANY CONDUCT BY USERS OF THE SERVICE. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, SHERWIN-WILLIAMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATIONS OF RIGHTS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SHERWIN-WILLIAMS, ITS OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE (JOINTLY OR SEVERALLY) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFIT, ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE SERVICE, EVEN IF SHERWIN-WILLIAMS OR A SHERWIN-WILLIAMS' REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnity

You agree to indemnify, defend and hold harmless Sherwin-Williams, its officers, directors, employees, and agents, from and against any claims, actions, or demands, including, but not limited to, reasonable legal and accounting fees, alleging or resulting from your use of the Service, your breach of these Terms of Use, your violation of the rights of any third party or your violation of any applicable law. Sherwin-Williams shall provide notice to you promptly of any such claim, suit, or proceeding and may, at Sherwin-Williams’ discretion, assist you, at your expense, in defending any such claim, suit, or proceeding.

Choice of Law

You agree that any issue or dispute arising out of or in connection with your use of our Service, intellectual property, the Terms of Use, the Privacy Policy, or any matter concerning Sherwin-Williams shall be governed by the laws of the United States and the State of Ohio. You agree that any such issue or dispute shall be brought exclusively in the federal or state courts located in Cleveland, Ohio. If any provision of the Terms of Use or Privacy Policy is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use or Privacy Policy, which shall remain in full force and effect. By using the Service, you agree to comply with all applicable laws and regulations, including export and re-export control laws and regulations of the United States. Sherwin-Williams makes no representation that materials contained in the Service are appropriate or available for use in other locations and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

Contact Information

Should you have any questions you may contact us at webmaster@sherwin.com.

Effective Date

These Terms of Use were last updated on June 22, 2012.