TERMS OF SERVICE - WILDFIRE SYSTEMS, INC. (Wildfire)
Effective Date: Feb 15, 2018
Please read these Terms of Service fully and carefully before using the software, services, keyboards, APIs, SDKs, referral links, programs, Website (located at https://www.wildlink.me/), features, content and/or applications which we offer directly to you and/or through integrations with third party software, services or applications (the “Services”). These Terms of Service set forth the legally binding terms and conditions for your use of the Services.
1. Acceptance of Terms of Service.
By registering for and/or using the Services in any manner, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time within the Services, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. These Terms of Service apply to all users of the Services, including, without limitation, users who input content using the Services, users who receive content through the Service and Merchants (defined below) to which the Services link users.
THIS AGREEMENT CONTAINS (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AFFIRM THAT YOU AGREE TO THESE PROVISIONS.
2. Eligibility. You represent and warrant that you are at least thirteen (13) years of age. If you are under age thirteen (13), you may not, under any circumstances or for any reason, use the Services. If you are at least age thirteen (13), but under the age of eighteen (18), you represent that a parent or legal guardian also agrees to these Terms of Service on your behalf. We may, in our sole discretion, refuse to offer the Services to any person or entity and change eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
4. Content. In these Terms of Service, “Content” means any materials (including without limitation text, data, message, icon, emoji, URL, link, and any format of image, audio, video and audio-visual material) that you create, submit, input, transfer or otherwise expose using the Services, for whatever purpose.
a. You grant to us (and our successors and assigns), solely for the purpose of providing the Services to you, a worldwide, irrevocable, non-exclusive, perpetual, fully-paid, royalty-free license to use, reproduce, analyze, process, store, adapt, edit, transfer (including, without limitation, to third party services and individuals), modify, truncate, aggregate, prepare derivative works of, display, publish, translate and distribute your Content in any existing or future media, including after termination of your account or the Services. You also grant to us the right to sub-license and transfer these rights, and the right to bring an action for infringement of these rights.
b. By submitting Content through the Services, you also grant each third party service to which the Content is submitted and each recipient of the Content a non-exclusive, perpetual license to access your Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Content, including after termination your account or the Services.
c. We reserve the right to edit or remove, modify or block any Content submitted to the Services, or stored on our servers in our sole discretion, at any time, without notice to you and for any reason. We do not guarantee that your Content will be made available through the Services.
d. You represent that any Content you create using the Services does not infringe upon the intellectual property rights of any third party and is otherwise in compliance with all applicable laws, rules and regulations. For more, see our DMCA Copyright Policy.
e. You acknowledge that all Content, submitted or accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.
f. We reserve the right to access, read, preserve, and disclose any Content as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
g. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, create, download, post, submit or otherwise distribute or facilitate distribution of any objectionable Content on or through the Service that:
i. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, bigoted, hate-oriented, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, misleading, violent, contains or depicts sexual activity, is illegal, and/or promoting illegal goods, services or activities or is otherwise inappropriate as determined by us in our sole discretion;
ii. constitutes unauthorized or unsolicited advertising, junk or bulk email (must be CAN-SPAM compliant);
iii. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party.
5. Wildfire Rewards – Terms and Conditions.
a. The Services may link to one or more third party provider of products, services or content. For example this may include, but is not limited to, an online store, e-commerce provider, online travel agent, content provider, ticketing service, auction service, affiliate network (or other intermediary), coupon service or other third party with which a user may choose to transact, submit content or otherwise interact (Merchant).
b. The Services enable you to create and embed within digital communications one or more link which directs recipients of your communication to Merchants and is configured to track the referral back to you so that you may earn a reward if the recipient completes an interaction or transaction with the Merchant (a Wildlink).
c. To protect ourselves from seen and unforeseen issues we reserve the right, in our sole discretion, to withhold rewards and/or reward payments, including for any reason at any time. By participating in the Wildfire Rewards Program, you accept this condition. Additionally, we may choose in our sole discretion to institute a limit on how many times you can receive each type of reward. These limits may vary from program to program. We reserve the right at any time to cancel, modify, or restrict any aspect of the Wildfire Rewards Program and we reserve the right to apply such changes retroactively to any rewards which are accrued but not yet paid.
d. Intended Use and Promotional Channels. The intended use of the Service is to embed Wildlinks within peer-to-peer digital communications (text messages, emails, social media posts, messaging apps, etc.) between you and people you know (such as friends, family, classmates, colleagues, etc.). You agree not to engage in or facilitate the promotion of Wildlinks through any Unapproved Channels including, but not limited to, those listed below. If you have questions or concerns about a whether a specific promotional method is acceptable, please contact us in writing for written authorization before you begin using such promotional channel. Failure to adhere to these restrictions may result in termination of your account and the voiding of any unpaid rewards.
Unapproved Channels include, but are not limited to:
i. Unsolicited Commercial Email (Spam). Email campaigns to users who did not provide consent or opt-in, or to email lists that were purchased or obtained illegally.
ii. Indiscriminate Advertising. Search advertising, browser plug-ins, toolbars, pop-up or pop-under advertising, display advertising, or any paid promotional channel.
iii. Fraud. Any attempted or successful fraud, or the failure to abide by these Terms of Service and related user guidelines. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, through the use of any device, program, robot, i-frame, or hidden frame.
e. Link Operations.
i. Whether you are the sender or recipient of a Wildlink, we may use information we have collected about you from any source to most effectively generate a Wildlink and select the Merchant to which the Wildlink directs.
ii. We use commercially reasonable efforts via a variety of technologies designed to infer (from within the content that you input) the product, service or Merchant which you are referencing. The Wildlink and the Merchant to which it directs may or may not accurately reflect your original intent. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or relating to your use of or reliance on any such Wildlink.
iii. You should not edit, remove or modify any element contained in any Wildlink. Changing the Wildlink may invalidate it, remove tracking/attribution or cause it to be inoperable.
iv. Certain third party communication platforms may block, alter or otherwise disable a Wildlink, in which case the tracking and attribution may be inoperable and you may not earn a reward which would otherwise have been earned for a resulting transaction.
v. You may or may not be compensated for transactions where you or your agent are the user of a Wildlink which you generate.
vi. Some Merchants may place cookies (or other tracking method) on your device to recognize your device during a subsequent visit. This may enable the sender of the Wildlink to earn a reward for transactions which occur after the initial click on a Wildlink.
vii. We reserve right to add or remove Merchants, change commission rates from Merchants, and determine to which Merchant we direct a Wildlink.
viii. FTC Endorsement Disclosure Guidelines. Since you may earn a reward by recommending a product or Merchant using a Wildlink, the FTC Endorsement Guides require you to reference that fact within your message when you send a Wildlink. Learn more at The FTC’s Endorsement Guides.
f. Account, Settings, Notifications and Dashboard
i. Please be sure to authenticate your account by connecting it to you mobile number and submitting the verification code that we send to you. Our ability to track your Wildlinks and attribute rewards to your account depend in large part upon you authenticating your user account and associating your device (or more than one device) with your account.
ii. You are responsible for all usage and activity on your account and for loss, theft or unauthorized disclosure of your account credentials. You shall provide us with prompt written notification of any known or suspected unauthorized use of your account or breach of the security of your account.
iii. By using the Services, you opt-in and grant us the right to send you emails, text messages, app notifications and other forms of communications relating to your account administration, rewards status, payment information, promotional opportunities and third party notices.
iv. Dashboard. We may provide to you a profile Dashboard which may include (a) controls to adjust your preferences and settings (b) information regarding the performance of Wildlinks which you send, resulting rewards, account balance and payment status.
g. Rewards and Payment Terms.
i. We are able to provide rewards for using Wildlinks by sharing with you a portion of a marketing fee paid by a Merchant to us. Merchants may have holdback periods during which they place on hold a pending payment for a specified period, for example, until the expiration of a return policy and/or until a service is consumed. As such we can only provide a reward to you when a transaction is successfully completed and tracked and after we are paid by a Merchant. If for any reason the Merchant pays less or more than expected, we reserve the right to adjust the reward and/or payment to you.
ii. If we are not paid for a transaction by a Merchant, we shall have no obligation to provide any reward to you for the associated transaction. If there are any difficulties or failures in tracking a transaction for any reason we may not be able to pay out a reward. We partially rely on third party tracking systems and if we cannot track a transaction or if it was not properly attributed to you we will be unable to pay out a reward.
iii. Rewards are based upon marketing agreements which we have in place with many Merchants. The terms, conditions (including commission rates) associated with these agreements are constantly changing. The amount that you may earn is influenced by the then-current commission rate for a specific Merchant when a conversion occurs.
iv. Reward Share. Any reward amount due to you is determined by Wildfire in its sole discretion. We reserve the right to adjust the proportion of a commission which we share with you (the Reward Share) at any frequency and at any time without notice to you and which may be effective for all unpaid rewards.
v. Pending Rewards. If a recipient completes a transaction with a participating Merchant using a Wildlink you have sent, this may result in a Pending Reward, which is conditional until confirmed as described herein and below. Any information sent to you as a notification, email or account message or displayed within your Dashboard regarding a Pending Reward shall be conditional and shall not create a contractual obligation on behalf of Wildfire. We may subsequently alter or cancel the Pending Reward. The Pending Reward may change for any reason, including, but not limited to, the Reward Adjustments listed below.
vi. Reward Adjustments. Reasons that a Pending Reward may be changed or cancelled include, but are not limited to: charge-backs, product returns, duplicate entry or other error, non-bona fide transactions, non-receipt of payment from or refund of payment to the purchaser by the Merchant, our inability to contact you using the account contact information you provide in order to validate transactions as described below, your distribution of Wildlinks via Unapproved Channels, your failure to comply with Third Party Merchant and/or Affiliate Network Terms and Conditions or where any prior payouts subsequently transpire to be more than the amount that was actually due to you. In addition, we may be required to nullify certain rewards due to limitations established by certain Merchants which prohibit payments to users who reside in certain states due to tax nexus considerations. After we receive payment from a Merchant for a transaction, we will calculate the actual amount due to you for a reward based upon the amount we receive from the Merchant and the then-current Reward Share.
vii. Validation. In order to prevent fraudulent use of the Services, we may contact you if you have multiple Pending Rewards for a specific Merchant, in order to validate your account and confirm that you are performing acceptable promotional methods.
viii. Ready to Withdraw. Rewards remain in the Pending state until (a) we have received payment from a Merchant for the associated transaction and (b) your balance meets or exceeds the Minimum Payment Threshold. When those conditions are met, the reward status changes from Pending to Ready to Withdraw. At that point you may elect to withdraw your funds or leave them in your account for the time being. At times we may push such funds automatically to your selected payment method prior to your manual request.
ix. Payment Periods. Payment of rewards will be issued in batches (for example once monthly). We reserve the right to change the frequency and timing of reward payments without notice to you. We may issue payments automatically, or we may provide an interface for you to manually elect to withdraw funds which are Ready to Withdraw. If you elect to manually withdraw earnings, the earnings will be distributed either in the next upcoming batch payment or sooner.
x. Minimum Payment Threshold. Reward payments are subject to a Minimum Payment Threshold of $20.00. Rewards will remain in the Pending state until your account reaches the minimum payment threshold, after which they will be reclassified as ‘ready to withdraw’. If the sum of your Pending Rewards is less than $20.00, your balance will roll forward to subsequent payment periods until the Minimum Payment Threshold is achieved. We do not issue payments for rewards until the Minimum Payment Threshold is reached.
xi.From time to time, in our sole discretion, we may choose to make a payment to you prior to your account reaching a Minimum Payment Threshold. If this occurs, it shall not set a precedent or alter the payment terms herein.
xii. Promotional Rewards. From time to time, in our sole discretion, we may choose to issue a promotional credit to you. For example, we may issue a reward for your first-time use of the service. Promotional rewards are generally limited to one reward per authenticated account, regardless of the number of devices associated with such account. Promotional Rewards are subject to the Minimum Payment Threshold described herein and may not be distributed in the event that you do not reach the Minimum Payment Threshold.
xiii. Payment Method. We may offer one or more choices of payment methods (for example, ACH, wire transfer, PayPal or other). Sometime before or soon after your account reaches a Minimum Payment Threshold, you will be prompted through an email or other notification to select a payment method and provide account information. We are not able to pay rewards if you choose not to select one of the payment methods which we make available. We are not able to pay rewards if the account information you provide is not accurate. Payments may be performed via a third party payment provider. Your payment information, including your account information, may be collected and stored by us or by a third party payment processor. We reserve the right to discontinue a payment method and/or change payment providers. If we choose to switch payment providers, you grant us (and the appropriate third parties) the right to transfer your payment and account information to the new third party provider.
xiv. You agree that we have the right, but not the obligation, to seek on your behalf any and all payments from Merchants. You agree that we have no special relationship with or fiduciary duty to you and you acknowledge that we have no duty to take any action regarding collection of payment from merchants.
xv. Splitting your rewards. We may offer you the ability to automatically share a portion of your Confirmed Reward. If you choose to split with another user (for example, the user who completes a transaction using a Wildlink that you send them), such user will need an active Wildfire account with accurate payment information. If you choose to designate a charity to receive a split, a third party may facilitate this function with limited selection of charities to select and you agree that any resulting tax benefits may accrue to Wildfire.
xvi. Dormant Accounts. If your account contains Confirmed Rewards and/or Promotional Rewards below the Minimum Payment Threshold and your account has no new activity (defined as the earning of a Pending Reward or Confirmed Reward) for a period of 90 days, we will begin assessing a Dormant Account Fee of $3.00 per month until either (a) there is new activity in your account, or (b) your account balance reaches a zero balance. Your account balance will never fall below $0.00 as a result of a Dormant Account Fee and you will never owe money to us related to a Dormant Account Fee.
xvii. Tax. We are not obligated to and shall not provide you with tax and/or legal advice. We undertake no duty to investigate or research your tax status and/or obligations, and such research and investigation is solely your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements. In the event that, during any single calendar year, a Reward payout would result in payment to you of $600 or more, we may require you to fill out and provide an IRS form W-9 and we may thereafter issue a Form 1099 for that calendar year. We may utilize a third party service provider to perform this function. If we require a completed form W-9 from you and you fail to provide one, we reserve the right to void any rewards in excess of $599. Learn more at File a Form 1099.
6. Third Party Services.
b. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or relating to your use of or reliance on any such transaction, purchase, content, goods or services available on or through any such Merchant or third party. By using the Services, you release and hold us harmless from any and all liability arising from your use of any Merchant or third party website or service. If there is a dispute between participants on our Service, or between users and any Merchant or third party, you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Wildfire, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
c. Third Party Terms And Conditions. The Service may contain third party software and may interoperate with third parties, including but not limited to Merchants, which require notices and/or your acceptance of their terms and conditions. Such required notices and/or additional terms and conditions are located at the very bottom of these Terms of Service, and are made a part of and incorporated by reference into this Agreement. BY ACCEPTING THIS AGREEMENT, YOU ARE ALSO ACCEPTING THE ADDITIONAL TERMS AND CONDITIONS, IF ANY, SET FORTH THEREIN.
d. You may direct us to interact with existing accounts you own which are maintained by third-party companies with which you have accounts (“Third Party Accounts”) such as Facebook or Twitter. We make no effort to review the Third Party Accounts for any purpose, including but not limited to accuracy, legality or non-infringement. We are not responsible for the products and services offered by or on third-party sites. If your permission settings allow it, we may import information from your Third Party Accounts to help better offer the Services to you. We do not control the policies and practices of any third party site or service, including any Third Party Accounts you connect to the Services.
7. Downtime and Suspensions. Your access to and use of the Services may be interrupted for the duration of any scheduled, unscheduled, or unanticipated downtime, suspension or other unavailability, for any reason and in our sole discretion, including but not limited to: (i) as a result of power outages, system failures or other interruptions, (ii) for scheduled and unscheduled downtime to permit maintenance or modifications to the Services, (iii) in the event of a denial of service attack or other attack or event that we determine may create any risk to us, you or any of our users, customers, or licensees, or (iv) in the event that we determine that any Service is prohibited by applicable law or otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons. We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any downtime, suspension or other unavailability of the Services. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We do not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.
8. Termination. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your use of the Services and nullification of any rewards which remain unpaid. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
9. Mobile Applications. We may make available software to access the Services via a mobile device ("Mobile App"). To use the Mobile App you must have a device that is compatible with the Mobile App. We do not warrant that the Mobile App will be compatible with your device. We hereby grant you a non-exclusive, non-transferable, revocable license to use the Mobile App for one account for your personal use. The foregoing license grant is not a sale of the Mobile App or any copy thereof, and we or our third party partners or suppliers retain all right, title, and interest in the Mobile App (and any copy thereof). You acknowledge that we may from time to time issue upgraded versions of the Mobile App, and may automatically electronically upgrade the version of the Mobile App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. The Mobile App originates in the United States, and is subject to United States export laws and regulations. The Mobile App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile App may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile App and the Services.
10. Proprietary Rights
a. The Company owns intellectual property rights to any protectable part of the Service, including but not limited to the design, artwork, functionality, and documentation. You shall not (directly or indirectly): (i) copy, modify, or reverse engineer any part of the Service owned by the Company (ii) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (iii) modify, translate, or otherwise create derivative works of any part of the Services, or (iv) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You acknowledge that you obtain no proprietary rights in our trademarks, service marks, trade names, URLs, copyrighted material, patents, and patent applications, and agree not to challenge our proprietary rights.
b. We (and relevant third parties, successors and assigns) own all rights to information collected about a user as a result of their use of a Wildlink. All information, reports, data or results which are created, compiled or analyzed by us, resulting from the use of a Wildlink, is our sole and exclusive property. We have the right to use, market and re-market any such data without further obligation to you.
c. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any part of the Services; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
|11. Governing Law, Arbitration and Class Action Waiver|
Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. BY AGREEING TO THIS ARBITRATION CLAUSE & CLASS ACTION WAIVER, YOU AND WE ARE GIVING UP THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM THAT EACH SIDE MAY HAVE AGAINST THE OTHER INCLUDING ANY RIGHT TO CLASS ACTION OR ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Services must be filed within one (1) year after such claim of action arose or be forever banned. This arbitration agreement will survive the termination of your relationship with us.
Governing Law and Forum for Disputes
This Agreement, and your relationship with Wildfire under this Agreement, shall be governed by the laws of the State of California in the United States of America without regard to its conflict or choice of laws provisions. Any dispute with Wildfire, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively as specified in the ARBITRATION CLAUSE & CLASS ACTION WAIVER clause above, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service at the terms designated, with little or no charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.
You also acknowledge and understand that, with respect to any dispute with Wildfire, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:
· YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
· YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION INVOLVING ANY SUCH DISPUTE.
12. Warranty Disclaimer, Indemnification, Limitation of Liability.
a. We make no representations concerning any link contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or links contained in or accessed through the Services.
b. THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
c. Limitation of Liability. ANY OBLIGATION OR LIABILITY OF COMPANY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF THE CONFIRMED REWARD PAYOUTS PAID TO YOU BY COMPANY UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF $100.
d. Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to the Services, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
a. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
b. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
c. Feedback. You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
d. Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or links) at any time by posting updates and/or changes to the Website (or the applicable Services) or by sending you notice through the Services, via email or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. You shall be responsible for reviewing and becoming familiar with any such modifications, including by checking these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.
e. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
f. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
g. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
h. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
i. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
j. Contact. You may contact us firstname.lastname@example.org or by mail at: Wildfire Systems, Inc., 153 S. Sierra Ave. #1282, Solana Beach, CA 92075.
THIRD PARTY TERMS AND CONDITIONS (referenced above in section 6.c.)
|Third Party||Terms of Service|
|CJ by Conversant||http://www.cj.com/legal/terms|