Effective Date: October 20, 2022
The Mulberry Technology, Inc. Rewards Program (the "Program") and Services are provided to you by the entity through which you access the Program and the Services (“Mulberry Technology, Inc.”). This Program and the Services are operated and provided by Wildfire Systems, Inc. ("Wildfire") on behalf of Mulberry Technology, Inc. The Program includes software, services, referral links, websites, features, content, browser extensions, shopping directories, tools, and mobile applications which we offer directly or through integration within third party services (the “Services”). The Program enables users of the Program and Services to earn Rewards for qualifying purchases from participating merchants. For purposes of this Agreement, “Rewards” means any incentive that you may earn through the Program, including cash-backs, discounts, digital coupons, loyalty points, and other reward or loyalty mechanisms.
These Terms constitute a legally binding agreement (the "Agreement") between each individual who participates in the Program or uses the Services ("you"), on the one hand, and Wildfire ("we" or "us"), on the other hand. By participating in the Program and continuing to use the Services, you acknowledge that you have read and understood this Agreement and that you agree to be bound by all of its terms.
- Acceptance of Terms. By registering for and/or using the Services, you agree to these Terms and all other operating policies that may be published from time to time within the Services, each of which is incorporated by reference and may be updated from time to time without notice to you.
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.
- Eligibility. You represent and warrant that you are at least eighteen (18) years of age. If you are under age eighteen (18), you may not, under any circumstances or for any reason, use the Services. 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 comply with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms 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.
- Rewards. The Services enable you to access and earn Rewards, subject to the guidelines herein. For clarification, the Rewards covered by this Program and processed through the Services are not a gift certificate, store gift card, or general-use prepaid card.
- The Services may include cashback and referral bonuses activated by the creation of trackable links (referred to herein as a “Link”) for one or more “Merchant” (which include, for example, online retailers of products, services or content). Links may be embedded within browsers or other forms of digital communications and may redirect you or direct recipients, with whom you share the Link, to one or more Merchants. Links are configured to track and attribute transactions to you so that you may earn a Reward if you or someone to whom you send a Link completes a transaction with a Merchant.
- Some transactions may not earn Rewards or may earn at a rate which is different from the rate indicated by the Service. You are not guaranteed to earn a Reward from a transaction even if you (i) create a Link (ii) share a Link (iii) take an action to activate cashback (iv) receive a notification from the service (v) receive an indication from the service that a transaction is eligible to earn (vi) you or your recipients complete a transaction or (vii) you receive from the Service a confirmation regarding a successful transaction. Even if the Services indicate that a transaction is eligible or confirmed, transactions may not earn Rewards for several reasons, without notice to you, including without limitation:
- Merchants may alter terms, conditions, or commission rates;
- Merchants may discontinue their programs.
- Merchants may exclude certain products from Reward eligibility.
Merchants may have technical failures which result in transactions failing to be tracked or attributed to you. Links may fail to function properly. Link tracking may cease to function during transmission when you share it with others. Links may be altered or disabled by web browsers or ad blockers. Merchants may reject transactions due to suspected policy violations. The communication channel or browser through which the Link is activated or shared may modify or block the Link, alter the tracking code, or strip out the tracking code.
- We reserve the right, in our sole discretion, to withhold, cancel or adjust the amount of any Reward or Reward payment, for any reason at any time. By using the Services, you accept this condition. Additionally, we may choose in our sole discretion to institute a limit on how many times you may receive a Reward. We reserve the right at any time to cancel, modify, or restrict any aspect of the Services and we reserve the right to apply such changes retroactively to any Rewards which are accrued but not yet paid.
- Some Rewards originate from marketing fees paid by a Merchant to us. Merchants may have holdback periods during which they hold a pending payment for a specified period, for example, until the expiration of a return policy and/or until a service is consumed. 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. We only provide a Reward to you after a transaction is successfully tracked and completed and after we receive payment for that specific transaction from the Merchant. If, for any reason or no reason, the Merchant pays less than expected amount or does not pay a commission for the transaction, we reserve the right, in our sole discretion, to adjust or cancel the Reward.
- Some Rewards may include coupons, discounts or promotions from Merchants (“Offers”). We do not guarantee that merchants will honor Offers. Offer codes may be expired or invalid. Offers may not be eligible for your transaction, based upon exclusions, terms and conditions determined by Merchants.
- Any Reward amount which may be due to you is determined by us in our sole discretion. We reserve the right to adjust the proportion of a commission which we share with you at any frequency and at any time without notice to you and we may apply such rates for all pending and unpaid Rewards.
- When you activate cashback and complete a purchase of eligible products at participating Merchants (or if you share a Link to a recipient who completes an eligible transaction using the Link), this may generate a pending Reward, which is conditional until confirmed as described herein. Any information sent to you, such 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. We may alter or cancel a pending Reward for any reason including, but not limited to: charge-backs, product returns, duplicate entry or other accounting error, Merchant non-payment, non-bona fide transactions, non-receipt of payment from or refund of payment to the purchaser by the Merchant, our inability to contact you in order to validate transactions, your distribution of Links via Unapproved Channels, or your failure to comply with Third Party Merchant or Affiliate Network Terms and Conditions. Merchants may alter or cancel their program, Merchants may cease to be affiliated with the Services.
- We may be required to nullify Rewards due to limitations established by certain Merchants which prohibit payments to users who reside in certain geographies due to tax nexus or other considerations.
- In order to prevent fraudulent use of the Services, we may attempt to contact you in order to validate your account and determine whether you are performing acceptable promotional methods.
- Rewards remain in a pending state until we receive payment from the Merchant for the associated transaction. After we receive payment from a Merchant for your specific transaction Reward, the Reward status may change from pending to confirmed. We may remit Rewards automatically to your selected payment method or we may provide an interface for you to request withdrawal.
- Withdrawal of confirmed funds may be subject to a minimum payout threshold, which may change from time to time, in our sole discretion, without notice to you. If there is a payment threshold and your balance is below that threshold, Rewards will remain in your account and your balance may roll forward to subsequent payment periods until the minimum payment threshold is achieved.
- Payments may 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. If you elect to manually withdraw earnings, the earnings may be distributed in the next upcoming batch payment, which may be subject to cut off dates.
- We may offer one or more choices for the Redemption of Rewards. “Redemption” of Rewards means that you either (a) apply Rewards towards a purchase, license or other transactions made by you through the Service in accordance with this Agreement, or (b) you receive a redemption of your Rewards in accordance with this Agreement, which may be in the form of a cash payout (e.g., through PayPal, ACH, digital wallet, or other form of electronic payment), gift card, store value card, debit card, prepaid card, or through some other mechanism. You may set your Redemption preference and provide associated account information within your user dashboard or settings. We are not able to Redeem Rewards if you choose not to select one of the eligible payment methods, if you fail to provide account information or if the account information you provide is not accurate. Redemption of Rewards 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 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. You agree to promptly and accurately provide all information requested by us or by any of our affiliates such as a payment processor, to validate your identity and to process any payment transactions for you or on your behalf, including any Redemption of Rewards.
- You agree that we have the right, but not the obligation, to seek on your behalf any and all Reward 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.
- If you have pending or confirmed Rewards, and your account has no new activity (defined as the earning of a pending Reward) for a period of one hundred and eighty (180) days, we reserve the right to assess a monthly Dormant Account Fee of up to $5.00 USD, until such time as your Reward balance reaches $0.00. Any Dormant Account Fee which we apply may or may not be displayed in your user dashboard or other presentations of your account balance. If your account has no new activity for a period of 12 months, we reserve the right to void any remaining balance of Rewards in your account.
- You are obligated to independently assess and comply with all relevant tax and legal requirements. We shall not provide you with tax or legal advice. 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 provide us with a completed 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.
- Unassociated Accounts. If you fail to associate your device with a valid PayPal account within 12 months after you earn their first reward, we reserve the right to void any remaining balance of rewards in such account.
- Intended Use, Unauthorized Use and Promotional Channels. You may be rewarded for transactions completed by you or by others who click on a Link you have shared with them. You agree not to engage in or facilitate the promotion of Links through any Unapproved Channels including, but not limited to, those listed below. If you have questions or concerns about whether a specific promotional method is acceptable, please contact us in writing for written authorization before you begin using such a promotional channel. Failure to adhere to these restrictions may result in termination of your account and the voiding of any unpaid Rewards. You agree not to allow any unauthorized third-party access to the Program or any information, data, text, links, images, software, chat, communications, and other content available through the Internet and proprietary in the Program. You agree to maintain the confidentiality of the usernames and passwords by which you access the Program.
Unapproved Channels include, but are not limited to:
- Unsolicited Email, Messages or Notifications (Spam). Communications to people who did not provide consent or opt-in, or to recipient lists that were purchased or obtained illegally.
- Indiscriminate Advertising. Search advertising, browser plug-ins, toolbars, pop-up or pop-under advertising, display advertising, or any paid promotional channel.
- Fraud. Any attempted or successful fraud, or the failure to abide by these Terms and related user guidelines. You shall not cause any transactions to be made or Rewards to be activated that are not in good faith, including, but not limited to, through the use of any device, program, bot, i-frame, or hidden frame.
6. Link Operations.
- You should not edit, remove or modify any element contained in a Link. Changing the Link may invalidate it or cause it to be inoperable.
- Certain communication platforms may block, alter or otherwise disable a Link, in which case the tracking and attribution may be inoperable, in which case no Reward shall be earned.
- Some Merchants may place cookies (or other forms of tracking beacons) on your device to recognize your device during a subsequent visit. This may enable the sender of the Link to earn a Reward for transactions which occur after the initial click on a Link. If you, or those clicking on your shared Link, block or delete cookies, tracking and attribution may be inoperable, in which case no Reward shall be earned.
- We reserve the right, without notice to you, to add or remove Merchants, change commission rates from Merchants, and determine to which Merchant we direct a Link.
- FTC Endorsement Disclosure Guidelines.Since you may earn a Reward by recommending a product or Merchant using a Link, the FTC Endorsement Guides require you to reference that fact within your message when you send a Link. Learn more at The FTC’s Endorsement Guides.
- Account, Settings and Notifications.
- Please be sure to follow instructions to authenticate your account. This may include submitting your mobile number and entering the verification code that we send to you. Authentication may also occur in other ways, depending upon the requirements of third parties which integrate the Services within their applications. Our ability to attribute Rewards to you may depend upon you authenticating your user account and associating your device with your account.
- You are responsible for all usage and activity on your account and for loss, theft or unauthorized disclosure of your account credentials.
- 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, customer service inquiries, Rewards status, payment information, promotional opportunities and third party notices.
- Third-Party Services.
- 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 you and any Merchant or third-party, you agree that we are under no obligation to represent your interests in any way.
- To the maximum extent permitted by applicable laws and regulations, 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 your use of the 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.”
- Third Party Terms and Conditions. The Service may contain third party software and may interoperate with third parties, including but not limited to Merchants and affiliate networks. Links to the terms and conditions of third-party affiliate networks are included within these Terms 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. In the event that our Terms conflict with such third-party terms, these Terms shall supersede.
- 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, 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 settings.
- 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 cancellation of any Rewards which remain unpaid. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Applications. We may make available software to access the Services via mobile applications and browser extensions (Apps). To use an App you must have a device that is compatible with the App. We do not warrant that Apps will be compatible with your device. We hereby grant you a non-exclusive, non-transferable, revocable license to use the App for one account for your personal use. The foregoing license grant is not a sale of the App or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Apps (and any copy thereof). You acknowledge that we may from time-to-time issue upgraded versions of the Apps and may automatically electronically upgrade the version of the App that you are using on your device. You consent to such automatic upgrading on your device and agree that the terms and conditions of this Agreement will apply to all such upgrades. The Apps originate in the United States and are subject to United States export laws and regulations. The Apps 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 Apps 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 Apps and the Services.
- Proprietary Rights/License.
- Wildfire solely owns and retains all intellectual property rights to any protectable part of the Service, including but not limited to design, artwork, technology, software, functionality, and documentation. You shall not directly or indirectly: (i) copy, modify, or reverse engineer any part of the Service (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.
- 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 Link, subject to any underlying rights of the user with respect to the user’s personal data (“User Data”). All information, reports, data or results which are created, compiled or analyzed by us, resulting from the use of a Link, is our sole and exclusive property, subject to any underlying rights of the user with respect to the User Data. You grant to us a perpetual and irrevocable, worldwide, assignable and transferrable license to use in the course of our business all of your User Data that we collect in connection with your use of any Link, with the right to share such User Data and sublicense it in the course of our business, provided however that such license and right to share will be automatically limited in scope and duration to the extent such limitation is required by any applicable laws and regulations.
- 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.
- Wildfire grants to you a non-exclusive, non-transferable, non-assignable license (without the right to sublicense or distribute) to install and use its browser extension or App for your personal shopping use only in connection with the Program and only in the form and format provided by Wildfire.
- 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. 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 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 herein, 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.
- Warranty Disclaimer, Indemnification, Limitation of Liability
- 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.
- 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.
- Limitation of Liability. ANY OBLIGATION OR LIABILITY OF WILDFIRE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF THE CONFIRMED REWARD PAYOUTS PAID TO YOU BY WILDFIRE 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.
- 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, 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.
- Entire Agreement and Severability. These Terms 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 is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms 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.
- 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.
- 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.
- Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services at any time by posting updates and/or changes to the 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 periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes.
- Assignment. These Terms 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 your consent.
- Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
- No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. 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 to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
- Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
- Notices. Unless otherwise specified in these Term of Service, all notices under these Terms 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.
- 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.
EXHIBIT A. THIRD PARTY TERMS AND CONDITIONS