Date of Last Revision: December 20, 2019
Please read these Terms and Conditions (the “Agreement”) carefully. Your use of the Site (as defined below) constitutes your consent to this Agreement.
This Agreement governs your use of (including any access to) the website, and any materials and services available therein, (the “Site”) of WndrCo Holdings, LLC (“WndrCo”, “we”, “us”, “our”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by WndrCo through the Site, or otherwise made available to you by WndrCo.
TO USE THE SITE, YOU MUST BE AT LEAST 13 YEARS OLD AND A LEGAL RESIDENT OF THE UNITED STATES OF AMERICA. IF YOU ARE LESS THAN 13 YEARS OLD OR NOT A U.S. RESIDENT OR CITIZEN, YOU MAY NOT USE THE SITE.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Site and to any such Organization.
WndrCo may modify this Agreement from time to time by notifying you of such changes by any reasonable means, including posting the revised Agreement through the Site. Any such changes or modifications will be effective immediately upon posting of the revisions on the Site and will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. By continuing use of the Site after such changes are made, you will be accepting such changes. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links). If you do not agree to any changes or modifications to this Agreement, your sole recourse is to stop using the Site.
[#1]1. Scope of Use:[#1] Subject to your compliance with this Agreement, WndrCo will allow you to view and use one (1) copy of any portion of the Site to which we provide you access under this Agreement, on an individual device for your informational, non-commercial use. Except as otherwise provided herein, no part of any content or software on the Site may be copied, downloaded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of WndrCo. You understand that WndrCo may discontinue, change, or restrict your use of the Site for any reason without notice.
[#3]3. Jurisdictional Issues:[#3] The Site is controlled or operated (or both) from the United States, and is not intended to subject WndrCo to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
[#4]4. Trademarks:[#4] We and our suppliers own the Site, which is protected by proprietary rights and laws. The trademarks, trade names, logos, and service marks (collectively, the “Trademarks”) displayed on the Site are registered and unregistered trademarks of WndrCo and others. You may not use our Trademarks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained in the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Trademarks. Unauthorized use of any Trademark may be a violation of federal and state trademark laws.
[#5]5. Copyright:[#5] This Site is protected by United States’ and foreign copyright laws. Except for your informational, personal, non-commercial use as authorized above, you may not modify, reproduce or distribute the design or layout of the Site, or individual sections of the design or layout of the Site or WndrCo logos, without WndrCo’s written permission.
[#6]6. Links to Third Party Sites:[#6] The WndrCo Site may contain links to websites operated by other parties. The linked sites are not under the control of WndrCo, and WndrCo is not responsible for the content available on any other Internet sites linked to the Site. Such links do not imply WndrCo’s endorsement of material on any other site and WndrCo disclaims all liability with regard to your access to such linked sites. WndrCo provides links to other Internet sites as a convenience to users, and access to any other Internet sites linked to the Site is at your own risk. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site. Without limiting the generality of the foregoing, we shall not be responsible for and have no control over any privacy or security practices or any third party site’s collection, storage, use or disclosure of your information.
[#7]7. No Deep Linking:[#7] You agree that you are only authorized to visit and view the Site for your own personal use, and that you shall not duplicate, download, publish, modify or otherwise distribute the material on the Site except for your personal use, unless otherwise specifically authorized by us in writing to do so. You also agree not to deep-link to, frame, or mine from the Site for any purpose, unless specifically authorized by us in writing to do so. The content and software on the Site are our property or that of our sponsors, suppliers, or licensors and is protected by U.S. and international copyright laws. We post a legal notice and various credits on pages of the Site, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits.
[#8]8. User Submissions:[#8] Certain areas of the Site may enable you to access online forums and to submit e-mails, and make certain materials available to WndrCo. We provide the Site solely as a service provider, as such term is defined by various laws, including the Digital Millennium Copyright Act of 1998 (“DMCA”) and Section 230 of the Communications Decency Act (“CDA”). As such, although we prohibit certain activities in this Agreement, we do not control and take no responsibility or liability for any content posted, stored or uploaded by you or any third party (“User Content”), or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity or profanity you may encounter by use of the Site. Your use of the Site is at your own risk. As a provider of interactive services, we are not liable for any statements, representations or content provided by our users in any public gallery, forum, personal home page or other interactive area. We have no obligation to screen, edit or monitor any User Content posted on the Site. We also do not endorse, support, represent, approve, sponsor, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or Feedback (as defined below). In addition, WndrCo reserves the right, but not the obligation, to monitor, delete, move or edit content, in whole or in part, submitted to the forums that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of intellectual property, privacy, or other proprietary rights, in violation of these terms and conditions, or for any other reason. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.
For purposes of clarity, you retain ownership of your User Content. For each submission of your User Content, you hereby grant to WndrCo a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, create derivative works of, adapt, use, copy, modify, publish, perform, transmit and display (publicly or otherwise), or otherwise analyze and exploit such User Content via any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your User Content, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding your User Content that you may have under any applicable law under any legal theory.
[#9]9. Feedback:[#9] If you provide us any ideas, proposals, suggestions or other materials (“Feedback”), such Feedback will, to the maximum extent permissible under applicable laws, automatically become our sole property, and you hereby assign to us, exclusively and throughout the world, all rights, title, and interests in such Feedback and all know-how, concepts, techniques, and intellectual property rights embodied therein. If, under applicable law notwithstanding the foregoing, you retain any right, title, or interest in the Feedback (including intellectual property rights) you hereby grant us a perpetual, irrevocable, worldwide, fully-paid up, royalty-free, non-exclusive, transferable, fully sublicensable (through multiple tiers) license, without additional consideration to you or a third party, to use, reproduce, distribute, transmit and display (publicly or otherwise), create derivative works of, adapt, copy, modify, publish, perform, make, sell, have made, have sold, import, export or otherwise exploit any such Feedback. You are not entitled to any acknowledgment, compensation or reimbursement in connection with such Feedback or grant of rights to same. By providing such Feedback, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) we will be entitled to use or disclose (or choose not to use or disclose) any Feedback for any purpose, in any way, in any media worldwide; and (d) we may have something similar to the Feedback already under consideration or in development.
[#10]10. Acceptable Use Policy:[#10] The Site is available for access and use by you solely for lawful purposes. Any action by you or associated with your account that we believe, in our sole and absolute discretion: (a) violates this Agreement; (b) violates any applicable law, statute, court order, regulation or ordinance (including, without limitation, those governing export control, consumer protection, unfair or deceptive practices, and false advertising); (c) restricts, inhibits, disrupts, interferes with, limits, or prevents access or use by anyone of the Site; or (d) through the use of the Site, abuses, defames, harasses, libels, disparages or threatens another user of the Site or any other third party, is strictly forbidden. You also may NOT:
[#11]11. Copyright Complaints[#11]: We respect the intellectual property rights of others. If you are a copyright owner or an agent thereof and believe that any Feedback or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
You may file a notification of such infringement with our Designated Agent as set forth below:
Designated Agent: WndrCo Holdings, LLC
Address of Designated Agent: 9355 Wilshire Blvd., Suite 400, Beverly Hills, CA 90210
Email Address of Designated Agent: email@example.com
We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s address in our records.
For clarity, only DMCA notices should go to our Designated Agent named above. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use your User Content, you may send a counter-notice containing the following information to our Designated Agent:
If a counter-notice is received by our Designated Agent, we may send a copy of the counter-notice to the original complaining party. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
[#12]12. Security:[#12] Certain sections of the Site may prompt you for login information for access, which may include a user name or other registration identifier, and a password (“Login Credentials”). You are responsible for maintaining the confidentiality of your Login Credentials, and you, not WndrCo are responsible for all uses and misuses of your Login Credentials, and any and all related charges incurred, if any, whether or not authorized by you. You must promptly notify us of any confidentiality breach or unauthorized use of your Login Credentials.
[#13]13. Mobile and Internet Usage:[#13] By using the Site from your mobile phone, you understand that your wireless or internet services provider’s standard SMS, MMS and/or data rates will apply to your use of the Site. By using the Site, you agree to be responsible for any fees that are incurred as a result of your use of the Site. You hereby represent and warrant that you are the owner or authorized user of any mobile or other wireless device that you use to access the Site, and that you are authorized to approve all associated SMS, MMS and data charges.
[#14]14. No Warranties:[#14] TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL CONTENT ON THE SITE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WNDRCO MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE AND THE CONTENT AVAILABLE ON THE SITE IS AT YOUR SOLE RISK. WNDRCO MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SITE IS FREE OF VIRUSES. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH WNDRCO AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SPONSORS, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE ABOVE EXCLUSIONS MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES.
[#15]15. Limitation of Liability; Release:[#15] TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE SITE OR ANY CONTENT ON THE SITE IS AT YOUR OWN RISK. WNDRCO, FOR OURSELVES AND OUR AFFILIATES, SPONSORS, LICENSORS, OR OUR OR THEIR RESPECTIVE DIRECTORS, MEMBERS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUPPLIERS AND OTHER APPLICABLE THIRD PARTIES (SUCH AS PARTNERS AND ADVERTISERS), AND OUR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE SITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE, OR RELATED INFORMATION OR PROGRAMS.
YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE SITE, WNDRCO, AND OUR AFFILIATES, SPONSORS, LICENSORS, AND OUR OR THEIR RESPECTIVE DIRECTORS, MEMBERS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUPPLIERS, AND OTHER APPLICABLE THIRD PARTIES (SUCH AS PARTNERS AND ADVERTISERS) AND OUR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND ALL OTHER RELATED PERSONS OR ENTITIES, FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, SUITS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SITE OR ANY CONTENTS HEREUNDER.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” (OR ANY EQUIVALENT STATUTORY PROVISION WITH A SIMILAR IMPORT OR INTENT). IF YOU ARE A RESIDENT OF A STATE OTHER THAN CALIFORNIA, YOU EXPLICITLY WAIVE THE TERMS AND PROTECTIONS OF ANY STATUTE OF YOUR OWN STATE THAT HAS A SIMILAR IMPORT OR INTENT.
ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH WNDRCO AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
[#16]16. Indemnification:[#16] To the fullest extent permitted under applicable law, you agree to indemnify, defend and hold us, our affiliates, licensors, sponsors, and our and their respective directors, members, shareholders, officers, employees, representatives agents, and suppliers and other applicable third parties (such as partners and advertisers) and our and their respective successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities and expenses (including, but not limited to, damage awards, settlement amounts, and reasonable attorneys’ fees) brought against any Indemnified Parties, arising out of or relating to: (a) your use of the Site, the contents hereunder, the User Content (as defined below) or any other information (including Feedback) available on the Site; (b) your conduct; (c) your failure to perform your obligations under this Agreement (including, but not limited to, your violation of this Agreement); and/or (d) your violation of the rights of any third party.
[#17]17. Location; Governing Law and Jurisdiction:[#17] The Site is operated by WndrCo from its offices in California, USA. You agree that the laws of the State of California, U.S.A., without reference to its choice of law rules and regardless of your location, will govern this Agreement and any dispute of any sort that might arise between you and WndrCo relating to the Site. You agree to exclusive jurisdiction of the federal and state courts located in Los Angeles County, California, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
[#18]18. Export Controls:[#18] You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
[#19]19. Violations and Additional Policies:[#19] WndrCo reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in this Site, including the right to block access from a particular Internet address to the Site.
[#20]20. Termination:[#20] Notwithstanding any of these Agreement, we reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, and to block or prevent future your access to and use of the Site.
[#21]21. Communications between WndrCo and You:[#21] When you visit the Site or send emails to us, you communicate with us electronically and consent to receive communications from us electronically. We may communicate with you by: (a) email to your email address indicated in your communications with us, (b) posting general notices on the Site, or (c) posting messages that are displayed to you when you log in to or access the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
[#22]22. Notices; Contacts:[#22] All notices, demands and other communications hereunder shall be in writing and shall be effective upon receipt, provided that we may provide notice to you by posting announcements on the Site or sending an e-mail to you at the e-mail address that is currently associated with your account if you have one, or as otherwise provided under Section 18 (Communications between WndrCo and You) above. Any such e-mail notice to you will be deemed given on the day it is sent. Except as specified in the next sentence, all notices to us of a legal nature shall be in writing and shall be sent by certified first-class U.S. mail, return receipt requested, to:
Attention: Legal Department, WndrCo, 9355 Wilshire Blvd., Ste. 400, Beverly Hills, CA 90210
All notices regarding copyright or other intellectual property infringement issues shall be sent in accordance with our intellectual property policy described above under the heading “Copyright Complaints.” If you have any questions about these Terms, then please contact us at the address set forth above.
[#23]23. Assignment:[#23] You will not assign any of your rights and obligations under these Agreement without our prior written consent. We reserve the right to assign or transfer our rights and obligations under these Agreement.
[#24]24. Void Where Prohibited:[#24] The Site, its contents, and any products or service that are described or referenced on the Site or its contents, are intended for use by United States residents only, and have been developed for compliance with the laws and regulations in the United States. WndrCo reserves the right to restrict the sale or use of our products or services to any person, geographic region or jurisdiction or otherwise. Any offer made on the Site is void where prohibited.
[#25]25. Severability:[#25] If any provision of these Agreement is found to be void or unenforceable, then the remainder will have full force and effect, and the invalid provision will be partially enforced to the maximum extent permitted by law to effectuate the purpose of these Agreement.
[#26]26. No Advisory Services:[#26] Nothing on our Site should be construed or relied upon as investment, legal, accounting, tax or other professional advice. No information or material in the Site is intended to be a recommendation to buy or sell any securities or an offer to sell, or the solicitation of an offer to purchase, any security. Any transactions listed on the Site are included only as representative transactions and are not necessarily reflective of overall performance.
[#27]27. Miscellaneous:[#27] This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and WndrCo. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and WndrCo relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and WndrCo relating to such subject matter. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. WndrCo will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Site © 2019 WndrCo Holdings, LLC unless otherwise noted. All rights reserved.