By downloading or using any digital application or website from WhereU, LLC or using the (hereafter referred to as the “Company”) such as this “WhereU” application (“hereafter referred to as the “Application” or “App” or “Service” or “Site”) and installing or using this application or any portion thereof, you (“User”) agree to be bound by the following terms and conditions (the “Terms and Conditions”).
The following words and terms shall have the meanings set forth below when they are used in the Terms and Conditions.
A. "Content(s)" means information that may be accessed through the Application/Service such as text, chat messages, referrals, images, software, programs, computer code, and the like. It shall include place listings, place information, user profiles, photos, information, data, user status, and any text.
B. “Separate Terms and Conditions" means documents released or uploaded by the Company that pertain to the Service, under the title "agreement," "guideline," "policy," and the like.
II. USE OF APPLICATION/OBLIGATIONS OF USER
A. The Company grants you the non-exclusive, non-transferable, limited right and license to install and use this Application solely and exclusively for your personal use.
B. By using or accessing this site/app/service, you disclose under penalty of law that you are eligible to use this site/app/service and have the requisite authority to enter into these Terms and Conditions; that you agree to be subjected to the restrictions set forth under these Terms and Conditions and that United States laws shall exclusively apply to the interpretation and enforcement of the provisions thereof; that your use of the Application is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
C. You may not use the Application for any unlawful activities and in any manner that could damage, disable, overburden, or impair the Application (or servers or networks connected to the Application) or the Company, nor may you use the Application in any manner that could interfere with any other party’s use and enjoyment of the Application (or servers or networks connected to the Application).
D. You shall provide only genuine, accurate, and complete information in the use of the Application/Service, and keep such information up-to-date at all times. You shall be solely responsible for all contents provided by you to the Company. The Company shall treat all activities conducted using your account as your own. Hence you are advised to exercise due diligence and care in order to not allow others to use your account.
E. You shall supply the mobile phone device, communication device, operating system, and data connection necessary for downloading and using the Application/Service under your own responsibility and at your own expense.
F. You may not access or use the Site if you are our competitor, or if we have previously banned you from the Site or closed your account.
G. The Site may be modified, updated, interrupted, suspended and/ or discontinued at any time without notice or liability.
H. USE OF APPLICATION ON MULTIPLE DEVICES. You may install and use the Application on multiple devices. The Application when installed to a device will create a user key specific to that device. Saved information cannot be transferred from one device to another.
I. THIRD PARTIES/SITES. The App may include links to other websites or applications (each, a "Third Party Site"). You expressly agree to hold the Company free and harmless from your use of such Third Party Sites.
J. You may de-activate the Service at any time by permanently uninstalling and deleting the Application from your mobile device in its entirety. Your rights automatically and immediately terminate without notice from The Company or any Third Party. The user account may be deactivated but the user information (profile, referral actions, usage and the like) will still be active as part of the application history.
K. The Company reserves the right to limit access to the whole or part of the Service depending upon conditions that the Company considers necessary, such as age, identification, current membership status, and the like. It further reserves the right to suspend, de-activate or permanently delete your account without giving prior notice if the Company believes that the User is violating or has violated the Terms and Conditions. The Company reserves the right to deactivate any account that has been inactive for a period of a year or more since its last activation, without any prior notice to the User. A notification may be sent to the User’s provided email address stating their deletion, deactivation, or uninstallation of their account.
L. MERCHANT PROMOTIONS/REFERRALS. By using the Application/Service free of charge, you acknowledge and give consent for the Company to accept, use and regulate promotions/ advertisements from Merchant or third parties cooperating with the Company within the Service/ Application. The merchant partners shall bear all responsibility regarding such contents and/or services offered. (Such contents/promotions and services shall be governed by a Separate Terms and Conditions between the Company and the Merchant.)
Referring merchants is at your own discretion. Whatever merchant you refer and if the other users accept such referrals, it shall likewise be at their own discretion and will not involve or in any way confer liability on the Company or the people behind the application.
Referrals you provide to any other users of the Service/Application do not reflect the opinion of the Company. The Company has no obligation to retain or provide you or any other user with the referrals you provided on the Service, nor do we guarantee any confidentiality with respect to any users' referral.
Should you choose to de-activate your account with the Company, the latter will retain previous referrals made by you, as they are part of the overall count for the business you have previously referred.
You shall be responsible for all content you provide the Company. You further acknowledge that all Contents you shall access via the Application/Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. You should NOT modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Service or any of the Content (other than your own Content), except as expressly authorized by the Company. As earlier pointed out, the Company reserves the right to delete any Content for any reason, without prior notice. Deleted Content/s may be stored by the Company in order to comply with certain legal obligations and is not retrievable without a valid court order.
IV. PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS
By using the application/Service, you acknowledge that:
A. The Application contains proprietary and confidential information that is protected by applicable intellectual property and other laws of the United States of America. The laws of the State of Georgia, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws; and,
B. The Company and/or third parties own all right, title and interest in and to the Application and content, excluding content provided by you, that may be presented or accessed through the Application, including without limitation, all Intellectual Property Rights therein and thereto.
C. For our purposes, “Intellectual Property Rights” means any and all rights existing from time to time as defined under the laws of the United States of America and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect. You agree that you will not, and will not allow any third party to,
1. copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Application or content that may be presented or accessed through the Application for any purpose, unless otherwise permitted,
2. take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Application,
3. In general, use the Application for any unlawful activities. In particular, to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or,
4. remove, obscure, or alter The Company’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Application.
D. The WhereU Application and related web-site and documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
VI. NOTIFICATION AND CONTACT
A. The Company may use any means and methods that the Company considers appropriate, such as group messaging, email messaging, phone calls if available and when necessary, and posting on the website operated by the Company.
B. When Users notify or contact the Company in regard to the Service, Users shall use the customer inquiry form available on the application or website operated by the company or other means designated by the Company.
VII. GOVERNING LAW AND JURISDICTION
You agree that these Terms and Conditions as well as any claim or conflict that may arise thereto shall be governed by the applicable laws of the United States of America’s “Intellectual Property Codes and its Implementing Rules and Regulations. This notwithstanding, you agree that the Company will still be allowed to apply for injunctive remedies in any jurisdiction as warranted by the situation.
The laws of the State of Georgia, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless The Company, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from your use of the Application, including your downloading, installation, or use of the Application, or your violation of these Terms and Conditions.
IX. DISCLAIMER OF WARRANTIES
A. You expressly understand and agree that your use of the application is at your sole discretion and risk and that the application is provided as is and as available without warranty of any kind.
B. You are solely responsible for any damage to your mobile device, or other device, or loss of data that results from such use.
C. The Company further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, with respect to the application.
X. LIMITATION OF/EXEMPTION FROM LIABILITY
A. You expressly understand and agree that the company, its subsidiaries and affiliates, and its licensors are not liable to you under any theory of liability for any direct, indirect, incidental, special consequential or exemplary damages that may be incurred by you through your use of the application, including any loss of data or damage to your mobile device, whether or not the company or its representatives have been advised of or should have been aware of the possibility of any such losses arising.
B. The Company does not expressly or impliedly guarantee that the Application/Service (including the Contents) are free from de facto or legal flaws (including but not limited to stability, reliability, accuracy, integrity, effectiveness, fitness for certain purposes, security-related faults, errors, bugs, or infringements of rights). The Company shall not be responsible for providing the Service without such defects.
C. The Company shall not be responsible for any damages inflicted upon you in relation to the use of the Service.
A. These Terms and Conditions constitute the entire Agreement between you and the Company relating to the Application/Service and govern your use of the Application, and completely replace any prior or contemporaneous agreements between you and the Company regarding the Application.
B. Non-waiver of Rights. The failure of the Company to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to the Company and not barred by the statute of limitations or any other applicable United States of America laws.
C. Separability Clause. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms and Conditions is invalid, then that provision will be removed from the Terms and Conditions without affecting the rest of the Terms and Conditions. The remaining provisions of these Terms and Conditions will continue to be valid and enforceable.
D. Non-Assignability of Rights Conferred. The rights granted in these Terms and Conditions may not be assigned or transferred by either you or The Company without the prior written approval of the Company. Neither you nor The Company are permitted to delegate their responsibilities or obligations under these Terms and Conditions without the prior written approval of the Company.
E. Modification of the Terms and Conditions The Company may modify the Terms and Conditions or Separate Terms and Conditions when the Company deems necessary, without providing prior notice to Users, which shall become effective once the modified Terms and Conditions are posted on an appropriate location within the Application and website operated by the Company or by any means (such as pop-ups), which the Company may deem appropriate. By continuing to use the Application/Service, you are deemed to have granted consent to the modified Terms and Conditions.
AFFILIATE MARKETING AGREEMENT
This Affiliate Marketing Agreement (“Agreement”) is made today [Date of form submission] (the “Effective Date” as submitted via online form), by and between Where U, LLC, 227 Sandy Springs Place, Suite D270, Atlanta, GA, 30328, (“Where U”, “Company”, “we”, “us” or “our”), and [Name as submitted via online form] hereafter known as (“Affiliate”, “you” or “your”).
- WHEREAS, Company is in the business of promoting Black-owned businesses, and maintains a website and mobile application to carry out its business under the name Where You/U Came From;
- WHEREAS, Company has developed an Affiliate Marketing Program (“the Program”), which potentially allows affiliates to earn money by placing a link or graphics on affiliate’s website to one or several websites, connected to Company; and
- WHEREAS, Affiliate desires to participate in the Program.
Now, therefore, and Company and Affiliate do hereby agree as follows:
- Definitions. The following terms when used in this Agreement shall have the following meanings:
a. “Linked Website” - means a website on which Affiliate has placed a link and which is connected to the Program.
b. “Visitor” - means any person who clicks on a link placed on Affiliate’s website and thereby is connected to a Linked Website.
c. “Click” - means a click by a Visitor on a link on Affiliate’s website serving a Linked Website to the Visitor's browser.
d. “Lead” - means a Visitor who is connected to a Linked Website by Affiliate and who has completed a definite act at the Linked Website, e.g. made a registration as a user.
e. “Transaction/sale” - means a Visitor who is connected to a Linked Website by Affiliate and who has completed an agreement to buy a product or service supplied on the Linked Website.
f. “Traffic” - is a collective term for valid Clicks, Leads and Transactions/sales.
g. “Artificial Traffic” - is a collective term for invalid Clicks, Leads and Transactions, which may originate (for example and without limitation) from automatic openings, spiders, robots, requests in e-mail or chat rooms, script generators, placing links on other websites than informed and Clicks which are not generated by a browser, and Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.
- 2. Obligations and Warranties of Affiliate.
- Affiliate is solely responsible for Affiliate’s website and its contents and shall ensure that they conform at all times to all applicable laws and regulations.
- If Affiliate is a natural person, Affiliate must be at least eighteen (18) years of age. If Affiliate has not reached the age of 18, a parent or guardian must give consent to the registration to the Program and the registration of an Affiliate below the age of 18 without parental consent will be ineffective.
- Affiliate warrants that the information furnished to Company about Affiliate and Affiliate’s website is correct, complete and sent in due order and that the information corresponds to actual facts. Affiliate must notify Company immediately of any changes in the information by updating the information on Company’s website.
- Affiliate warrants either that the rights to all information and content on Affiliate's website belong to Affiliate or that the owner of the rights to the content on Affiliate’s website has given express permission to publish the content. Affiliate also warrants that the content on Affiliate’s website does not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way.
- Affiliate must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.
- Affiliate must notify Company immediately of any known or suspected improper or wrongful use of Affiliate’s links to any of Company’s websites and/or the Program in any way whatsoever.
- 3. Obligations of Company.
- Company will assign Affiliate a unique promotional code (“Promo Code”) for the purpose of tracking sales attributable to Affiliate.
- Company shall monitor and register the Traffic generated by Affiliate's website to Linked Websites.
- Company will collect and pay to Affiliate all amounts due to Affiliate arising from this Agreement.
4. Compensation. Company will pay Affiliate a referral fee (“Referral Fee” or “Referral Fees”) equal to Five Dollars ($5.00) for each paid listing using Affiliate’s Promo Code. Referral Fees will be payable within ten (10) days from the end of each calendar month. If during any calendar month the aggregate Referral Fees do not exceed twenty-five dollars ($25.00), then you will not receive payments or reports until the following month during which Affiliate’s Aggregate Referral Fees equal or exceed said amount or until the termination of this agreement, whichever occurs earlier. Payments hereunder will be accompanied by reports of sales for which Referral Fees are payable, and will be made by company check. Company shall not be liable for taxes, Worker's Compensation, unemployment insurance, employers’ liability, employer’s FICA, social security, withholding tax, or other taxes or withholding for or on behalf of Affiliate. All such costs shall be Affiliate’s responsibility.
5. Intellectual Property. All of Company’s copyrights, trademarks and patents (“Intellectual Property”) shall remain the property of Company. Affiliate will respect the Company’s rights in its Intellectual Property, and will not use Company’s Intellectual Property except as specifically authorized herein, or otherwise engage in any behavior that tends to disparage, diminish or violate any of Company’s Intellectual Property.
6. Release. Affiliate consents to the publication of Affiliate's name and web address etc. at Company’s website and to Company sending newsletters and other correspondence to Affiliate’s e-mail address and using the information given by Affiliate for marketing purposes.
7. Indemnification. Affiliate shall indemnify and hold Company harmless against any claims for damages or other claims for compensation arising from the contents of Affiliate’s website or any incorrect information given to Company by Affiliate. Affiliate shall also compensate Company for any other damages or costs caused by Affiliate’s improper, negligent or unauthorized use of the Program, and technical problems or loss of data caused by Affiliate on Company’s website or on any website to which Affiliate is linked by Company.
8. Limitation of Liability. Company cannot guarantee or warrant the performance of Company’s services or the links to any Linked Websites. Company shall not be liable for costs and damages incurred by Affiliate arising out of this Agreement unless caused directly by the negligence of Company. Company shall not under any circumstances be liable for indirect or consequential damages and costs incurred by Affiliate for any reason whatsoever. Company will not be liable for defects in the Program, interruptions in the accessibility to the Program, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Company’s service, the Program or for any damage caused by viruses or components to the Program, Affiliates software and/or Affiliate's website. Company shall not be liable for any error in the implementation of the links on Affiliate's website or for the specified function of the links. Company shall not be liable if companies, which have registered on Company’s website, do not fulfil their obligations to the listed company’s client(s).
9. Program Amendments. This Agreement is subject to the general terms and conditions of the Affiliate Program, which may be amended or terminated at any time. Information about the Affiliate Program will be available on Company’s website, www.whereyoucamefrom.biz. Affiliate must keep informed of any amendments to the Program. Affiliate must comply with the requirements of the Program including in particular any stipulations as to the nature and content of Affiliate’s website and the use of third-party or other Affiliate’s trademarks and logos. Company reserves the right to modify, amend, change or terminate the Program. Affiliate will be notified of all such changes by e-mail or by an announcement on Company's website. If Affiliate does not accept the changes, Affiliate must immediately cease to use the Program and delete all links to Linked Websites.
10. Term; Termination. This Agreement shall become effective upon Company’s acceptance of you as an Affiliate and shall remain in effect until terminated. Either Party may terminate this Agreement at any time for any reason upon ten (10) days’ written notice. Upon termination, Affiliate must cease to use the Program immediately and delete all links to Linked Websites. In addition, Company may terminate this Agreement immediately or suspend Affiliate from the Program immediate if:
- Company considers Affiliate or the content of Affiliate’s website inappropriate in any way.
- Affiliate acts fraudulently or illegally in any way or Affiliate generates or tries to generate Artificial Traffic to Linked Websites or Affiliate in any other way breaches any of the provisions of this Agreement.
11. Assignment. Affiliate may not assign or pledge any rights or obligations under this Agreement in whole or in part to any third-party without the prior written consent of Company. Affiliate agrees that Company may assign its rights and obligations under this Agreement and divulge or transfer information about Affiliate, Affiliate’s website, and contact information e-mail to any third party.
12. Choice of Law. This Agreement will be governed under the laws of the State of Georgia, and Fulton County will be the sole and exclusive venue for all claims or causes of action arising from or related to this Agreement. If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the Parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
13. Acceptance of Terms. This Affiliate Agreement is binding upon submission of form and acceptance into the program.
WhereU accepts the terms for all approved Affiliates and;
Affiliate's signature is accepted electronically via online form.