By registering to use this website (the "Website") located at WhatRunsWhere.com You - the party entering ordering information ("You") - are entering into a legally binding agreement (the "Agreement") with us, WhatRunsWhere, Inc, ("Company"), the owners and operators of the Website effective as of today (the "Effective Date").
YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
This Agreement applies to Your use of the Website all of Your purchases of our services (collectively, "Services") on our Website. Company reserves the right to amend this Agreement and will inform You if it does. If You do not object to any amendment to the Agreement within one week, such failure shall serve as an acceptance of the amended terms.
2.1. By registering (the "Registration"), You authorize Company to charge You the currently posted fee for the monthly plan You selected. The duration of Your account (the "Term") and the price (the "Monthly Fee") are displayed to You during the registration process.
2.2. You authorize Company to charge You the Monthly Fee starting on the Effective Date and recurring upon the expiration of each Term thereafter until You cancel.
2.3. If Your Monthly Fee cannot be processed, Your account may be suspended or terminated.
2.4. You authorize Company and its third-party billing-services provider to initiate debit/credit entries to the bank deposit account or credit card You provided for the cost of Your Monthly Fee. This authority is to remain in full force and effect until You cancel.
2.5. You are permitted to register for one trial program. If You sign up for a trial program more than once, You authorize us to charge You the Monthly Fee for the non-trial version of our service.
2.6.1. You may cancel at any time by contacting us via our "Contact Us" section on the Website.
2.6.2. Company will be developing and improving the site on an on-going basis. If any of these changes are unacceptable to You, Your sole remedy is to cancel Your account.
2.6.3. Your Monthly Fee is not refundable and shall not be pro-rated if You cancel.
2.6.4. You agree not to attempt to obtain a "charge back" from Your credit/debit card issuer for any disputed amount unless You have given us 2 days advanced written notice.
2.7. If You pay by credit card or demand debit, You hereby make the following statement: "I hereby authorize Company and its third-party billing-services provider to initiate debit/credit entries to my bank deposit account or credit card in the amount of my Monthly Fee. This authorization applies to my initial Monthly Fee and all recurring Monthly Fees."
2.8. You expressly agree to submit any and all concerns regarding Services, the content of the Website, or Monthly Fees in writing to WhatRunsWhere, 501 Santa Monica Blvd Suite 301, Santa Monica, CA 90401. Company, in its sole discretion, shall assess the issues You raise and determine how to respond. Should You disagree with Company's decision, You agree to mediate the dispute in Los Angeles County, California before proceeding with formal litigation.
3.1. While we make every effort to ensure that the information appearing on the Website is accurate, Company makes no guarantee regarding the accuracy, timeliness, or usefulness of the information.
3.2. Subject to Your compliance with this Agreement, Company grants You a limited license to access and use the Website. You may not download or modify the Website, or any portion of it, except with express written consent of Company. This license does not include any resale, sublicense, or similar transfer of the Website or its contents; any derivative use of the Website or its contents; any downloading or copying of information for the benefit of others; or any use of data mining, robots, or similar data gathering and extraction tools. The Website or any portion of the Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited except as expressly permitted under this Agreement. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company without express written consent. You may not use any meta tags or any other "hidden text" utilizing Company's name or trademarks without the express written consent of Company. Any unauthorized use terminates the permission or license granted by Company. You may not use any Company logo or other proprietary graphic or trademark as part of a link to our Website without our express written permission. You may not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or another member's use of the Website. You may not take any action that imposes an unreasonable or disproportionately large load on Company's infrastructure.
3.3. Company reserves the right, in its sole opinion and absolute discretion, to refuse service, terminate accounts, cancel orders or disqualify You, for any reason whatsoever, including, but not limited to, a violation of the terms of this Agreement, applicable law, or conduct that is harmful to Company's interests.
4.1. You represent that: (1) The information provided by You when registering is up-to-date, and materially accurate; (2) You are responsible for maintaining and promptly updating Your account information with Company for accuracy and completeness and keeping such information (and any passwords) secure against unauthorized access; (3) You are solely responsible for all account activity; and (4) Unless agreed otherwise or required by applicable law, any warranties provided in relation to Your purchase only extend to You on the understanding that You are a user and not a reseller of the Service.
4.2. Each party represents and warrants to the other that it has full right and authority to enter into this Agreement and to perform all of its obligations hereunder; that its execution and performance of this Agreement will not breach any agreement between itself and a third party; and that the provisions of this Agreement are binding upon and enforceable against it except as may be limited by applicable United States bankruptcy laws and other laws affecting creditors' rights.
4.3. By using or viewing the Website or the Services, you represent, warrant, and covenant that you are aware that the Services may contain sexually explicit materials, are at least 18 years old or the age of majority in your jurisdiction, and are not prohibited by law from using the Website or the Services. If your use of the Website or the Services is in violation of this section, you may be subject to legal action(s) as a result.
Company's Website and all of the content that it presents to or generates for You is, and shall remain, confidential and owned by Company or its licensors. Company may also designate additional information as confidential. Similarly the parties may reasonably understand additional Company information to be proprietary and confidential (collectively, the "Confidential Information"). You agree to maintain and protect the confidentiality the Confidential Information and to use Confidential Information solely for the limited purposes set forth in this Agreement. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of You; (ii) that is lawfully received by You from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement, or any breach of fiduciary duty, or (iii) that You had in Your possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to Company any Confidential Information provided by Company to You under this Agreement.
TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT COMPANY IS AWARE OR ADVSED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE (1) COMPANY'S AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE COST OF THE SERVICES YOU PAID FOR AND (2) COMPANY SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, OR COST OF COVER.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT COMPANY'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF THE WEBSITE OR ANY INFORMATION IT MAKES AVAILABLE TO YOU, (E) YOUR UNINTERRUPTED USE OF THE WEBSITE, OR (F) YOUR ABILITY TO USE THE WEBSITE WITH YOUR COMPUTER HARDWARE AND/OR SOFTWARE. ALL INFORMATION AND SERVICES PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED "AS IS" WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. COMPANY IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY THIRD PARTY OR YOU, OR SUCH THIRD PARTY OR YOUR WEBSITE(S) OR THE CONTENT THEREOF.
9.1. Company respects the intellectual property of others. Company may, in appropriate circumstances and at its discretion, terminate this Agreement as to members who infringe the intellectual property rights of others.
9.2. If You believe that Your work has been copied in a way that constitutes copyright infringement, please contact our designated agent to receive notice of claimed infringement: What Runs Where Copyright Agent, attn.: Max Teitelbaum, 20 Maud Street, suite 307, Toronto, Ontario, Canada, M5v 2m5. Provide the following information required by the Digital Millennium Copyright Act, 17 U.S.C. § 512: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the URL or other specific location where the material that You claim is infringing is located; (iv) Your address, telephone number, and email address; (v) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
10.1. You shall not assign, transfer, or purport to assign or transfer Your rights under this Agreement. Any purported assignment shall be null and void.
10.2. Any notices hereunder shall be deemed given: (a) upon personal delivery; (b) if sent by fax, upon confirmation of receipt (by person or machine); (c) if sent by certified mail, postage prepaid, three days after the date of mailing; (d) if sent by e-mail, upon the day after the date on which such notice has been sent; and (e) if sent by nationally recognized overnight courier service capable of verified receipt, upon the day after the date on which the notice is delivered to the overnight courier for next day delivery (provided verified receipt is obtained by such courier). Notice to You shall be sent to the address You provided when You registered. Notices to Company shall be sent to WhatRunsWhere, 1901 Avenue of the Stars, Suite 480 Los Angeles, CA 90067.
10.3. Neither party shall be held responsible for any delay or failure in performance of this Agreement caused by fire, hurricane, tornado, earthquake, tidal wave, meteor strikes, civil war, Internet brown-outs or black-outs, computer hacking, or acts of terrorists ("Force Majuere") if the effects of such Force Majuere could not have been avoided through the application of reasonable foresight or diligent effort.
10.4. You acknowledge that this Agreement supersedes and cancels all previous contracts, agreements, and working arrangements whether oral or written, express or implied, between us. This Agreement prevails over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom, or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. This Agreement may only be changed, amended, or modified by a written instrument signed by both parties. If your license to use the Website and Services converts to an Enterprise plan, the parties agree that paragraphs 2.1-2.7 shall terminate, but that the remainder of this Agreement shall remain in full force and effect. If any term of this Agreement conflicts with a term in the License Agreement for Enterprise users, the terms in the License Agreement for Enterprise users shall prevail.
10.5. To the fullest extent permitted under applicable law, Company reserves the right to modify this Agreement upon prior notice to You with effect for the future, subject to Your right to reject within seven days of our modifications.
10.6. The failure of either party to insist upon or enforce performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.
10.7. Nothing contained herein shall in any way be construed to interpret this Agreement as creating a partnership, joint venture, employment or franchise relationship between the parties hereto. It is expressly agreed that the parties are acting hereunder as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other except to the extent and for the purposes expressly provided for herein. In this regard, neither party shall hold itself out contrary to the terms of this provision, and neither party shall become liable for the representation, act or omission of the other contrary to the provisions hereof.
10.8. If any portion of this Agreement is ruled by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then, to the maximum extent permitted by law, the provision shall be reformed to reflect the intent of the parties or if the provision cannot be so reformed, severed from the contract, it being agreed that such severance shall not affect the validity and enforceability of the remaining provisions of this Agreement.
10.9. This Agreement was prepared jointly by both parties and/or their attorneys. The terms of the Agreement are not to be strictly construed against either party.
10.10. Section headings are for convenience only and will not be considered part of this Agreement.
10.11. This Agreement is governed by the laws of the State of California (USA) without giving effect to its conflict of law provisions.
10.12. The parties hereby submit to the exclusive jurisdiction of the courts located in the County of Los Angeles, State of California, United States of America, for any dispute arising from or related to this Agreement and agree that any and all such actions may only be brought before a court located in the County of Los Angeles, State of California, United States of America.