dealWIP Website Terms & Conditions

 

Last Updated and Effective as of: March 14, 2019

 

INTRODUCTION

 

Welcome to the dealWIP website (“Website”)!  This Website is provided to you by dealWIP Inc. (“Company,” “we,” “us,” or “our”).

 

THESE TERMS AND CONDITIONS

 

These Website Terms and Conditions (these "Website Terms and Conditions") apply to all clients, customers, visitors, users, and other persons or entities that use or access the Website.  Your access to and use of the Website is subject to these Website Terms and Conditions and all applicable laws.  By accessing or using any part of the Website, you accept, without limitation or qualification, these Website Terms and Conditions.  If you do not agree with all of the Terms and Conditions set forth below, you may not use any portion of the Website.

 

These Website Terms and Conditions apply to dealWIP’s marketing website, www.dealwip.co.  Use of any dealWIP software application is subject to additional terms and conditions, which may be found here:  https://www.dealwip.co/terms-and-conditions. Certain other software, features, products, information or materials that you access or use from the Website may be subject to additional terms and conditions presented to you at the time. In addition, some portions of the Website may be hosted or provided by our partners or third-party host or service providers and are subject to additional terms and conditions of use, which are posted within those portions of the Website or on such third parties’ services or websites.

 

If you use the Website on behalf of a business, you hereby represent to us that you have the authority to bind that business and your acceptance of these Website Terms and Conditions will be treated as acceptance by that business. In that event, "you" and "your" will refer to that business in these Website Terms and Conditions. You may use the Website only if you can form a binding contract with us and are not a person barred from receiving the Website under the laws of the United States or other applicable jurisdiction.

 

THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, AS THEY AFFECT YOUR RIGHTS. 

 

USAGE OF THE WEBSITE

 

Accessibility: If you are having any trouble accessing these Website Terms and Conditions or the Website, please contact us at info@dealwip.co between 9am-5pm ET. 

 

Authorized Use of Website:  Except as expressly permitted by us, this Website is provided for your personal use.  Any other use of the Website requires our prior written consent.

 

Unauthorized Use of Website:  You may not do any of the following while accessing or using the Website:  (i) use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute the Website or content available on the Website; (ii) use any automated means to manipulate the Website, such as automating what are otherwise manual or one-off procedures; (iii) take any action to interfere with, or disrupt, the Website or any other user's use of the Website, including, without limitation, via means of overloading, “flooding,” “mailbombing” or “crashing” the Website; (iv) circumvent security or user authentication measures or attempt to exceed the limited authorization and access granted to you under these Website Terms and Conditions; (v) use, display, mirror or frame portions of the Website within another Website, website, app or platform; (vi) resell use of, or access to, the Website to any third party; (vii) violate any applicable law or regulation, including laws concerning privacy and data security; and (viii) encourage or enable any third party to do any of the foregoing.

 

Termination of Access:  In addition to any right or remedy that may be available to us under these Website Terms and Conditions or applicable law, we expressly reserve the right to suspend, limit or terminate your access to the Website, or your account at any time with or without notice and with or without cause, including if we determine, in our sole discretion, that you have violated these Website Terms and Conditions or pose a threat to the Website or its users. In addition, we may refer any information on illegal activities, including your identity, to the proper authorities.

 

Privacy Policy:  Use of the Website is also governed by our Privacy Policy, which is located at https://www.dealwip.co/privacy-policy/ and incorporated herein by reference. To understand what information we collect from you and how we collect and use that information, please read our Privacy Policy.

 

International Access:  Our Website is maintained in the United States and Ireland. By using the Website, you authorize the export of personal information and personal data to the United States and Ireland and its storage and use as specified in this policy.  We transfer personal information and personal data from the European Union (“EU”) to the United States, Ireland and other countries, some of which have not been determined by the EU to have an adequate level of data protection. Personal data of data subjects within the EU will be transferred in compliance with the requirements of the GDPR, such as the standard contractual clauses approved by the EU for cross-border transfers.

 

OWNERSHIP

 

Proprietary Rights:  We are the owners of all parts of the Website, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. By using the Website, you agree not to copy, distribute, modify or make derivative works of any materials except the output of the Website provided to you by Company without the prior written consent of the owner of such materials.  Except as expressly set forth in these Website Terms and Conditions, no license is granted to you and no rights are conveyed by virtue of accessing or using the Website.  All rights not granted under these Website Terms and Conditions are reserved by us.

 

No Ideas Accepted: If you submit an unsolicited idea to us, you understand and acknowledge that such idea is not submitted in confidence and Company assumes no obligation, expressed or implied, by considering it. You further understand that Company shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to Company.  Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, you hereby grant Company an irrevocable, perpetual, worldwide license to use the idea in any manner, in any medium now known or hereafter developed, without compensation to you.

THIRD PARTY MATERIALS

 

Third Party Content: Under no circumstances will Company be liable in any way for any content, software or materials of any third parties (“Third Party Content”), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such Third Party Content.  You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any Third Party Content that is available via the Website. Without limiting the foregoing, Company and its designees will have the right to remove any Third Party Content that violates these Website Terms and Conditions or is deemed by Company, in its sole discretion, to be otherwise objectionable.  We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Third Party Content or communications posted on the Website or endorse any opinions expressed therein. You understand that by using the Website, you may be exposed to Third Party Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Company be liable in any way for any Third Party Content, including, but not limited to, any errors or omissions in any Third Party Content, or any loss or damage of any kind incurred as a result of the use of any Third Party Content posted, emailed, transmitted or otherwise used or made available on the Website.

 

Third Party Links:  The Website may provide you with links or other access to other websites, services, products or content of third parties.  We have no control over, nor do we endorse any, such websites, services, products or content. You acknowledge and agree that you access such third party properties at your own risk and are wholly responsible for making your own independent judgment regarding your use or interaction with the same.  We encourage you to be aware when you leave the Website and to read the terms and conditions and privacy statements of each and every application or website that you visit.  By using or accessing such third party applications and services you agree to comply with any and all of the applicable terms and policies of such third parties. We are not responsible for the practices or the content of such other applications or services.

 

WARRANTIES; INDEMNITY; LIMITATION OF LIABILITY

 

No Warranties:  WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE WEBSITE, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF INFORMATION ON THE WEBSITE OR ANY BENEFIT OR ADVANTAGE TO BE RECEIVED VIA USE OF THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

 

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

 

Indemnification:  You agree to indemnify, defend and hold us harmless our parent, subsidiary and affiliate companies, and their officers, directors, employees, agents, business partners, affiliates, contractors, distribution partners and representatives (“Company Entities”) from and against any and all claims, demands, liabilities, judgments, damages, costs or expenses, including attorneys’ fees and costs, arising from or related to your access to or use of the Website or any breach or alleged breach by you of any of these Website Terms and Conditions or applicable laws.

 

Limitation of Liability:  IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE OR FOR ANY DIRECT DAMAGES BEYOND FIVE HUNDRED DOLLARS ($500.00).  THESE EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DISPUTE RESOLUTION

 

Governing Law; Dispute Resolution; Arbitration:  The laws of the State of New York shall govern these Website Terms and Conditions. While we will make reasonable efforts to resolve any disagreements you may have with Company, if these efforts fail you agree that all claims, disputes or controversies against Company arising out of these Website Terms and Conditions, or the purchase of any products or services ("Claims") are subject to fixed and binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing an arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Company agree in writing, and the arbitrator shall apply New York law consistent with the Federal Arbitration Act. You shall not be entitled to join or consolidate Claims in arbitration by or against other users or to arbitrate any Claim as a representative or member of a class or in a private attorney general capacity. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below.

 

American Arbitration Association

800-778-7879 (toll-free)

Website: www.adr.org

 

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Website Terms and Conditions, in which case these Website Terms and Conditions will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator's award is final and binding on the parties unless we or you appeal it in writing to the arbitration firm within fifteen (15) days of notice of the award. The appeal must request a new arbitration before a panel of three neutral arbitrators designated by the American Arbitration Association. An award by a panel is final and binding on the parties after fifteen (15) days has passed. Any Claim you have must be commenced within one (1) year after the date the Claim arises. As noted above, you and Company hereby voluntarily and knowingly waive any right either may have to a jury trial.

 

We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is transferred, removed or appealed to a different court, we may then choose to arbitrate.

 

In the event this arbitration clause is not enforceable by the specified arbitration organization, the parties will mutually agree upon another arbitration organization that will enforce this clause.

 

Class Action Waiver: YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. CLAIMS AND REMEDIES SOUGHT AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ACTION ARE SUBJECT TO ARBITRATION ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS, AND THE ARBITRATOR MAY AWARD RELIEF ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.

MISCELLANEOUS

 

Changes:  All information posted on the Website is subject to change without notice.  In addition, these Website Terms and Conditions may be changed at any time without prior notice. We will make such changes by posting them on the Website. You should check the Website for such changes frequently.  Your continued access of the Website after such changes conclusively demonstrates your acceptance of those changes.

 

Severability:  If any part of these Website Terms and Conditions shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Website Terms and Conditions, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

 

Waiver; Remedies:  Our failure to partially or fully exercise any rights or our waiver of any breach of these Website Terms and Conditions by you shall not prevent a subsequent exercise of such rights by us, or be deemed a waiver of any subsequent breach by you of the same or any other term of these Website Terms and Conditions.  Our rights and remedies under these Website Terms and Conditions and any other applicable agreement between you and us shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.

 

Questions:  Should you have any questions regarding these Website Terms and Conditions, you may contact us at info@dealwip.co.