TERMS OF SERVICE
Last Updated: January, 2014
These Terms of Service (the “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website owned and operated by Wingmen Ltd. (“Provider”, “we”, “our” or “us”) located at refindr.com (the “Site”) and the services available thereon. This Agreement forms a legally binding contract between you and us.
BY ACCEPTING THIS AGREEMENT, EITHER BY COMPLETING THE ONLINE APPLICATION PROCESS OR BY EXECUTING A SUBSCRIPTION THAT REFERENCES THIS AGREEMENT (THE “SUBSCRIPTION”) OR BY USING THE SERVICES AFTER BEING PRESENTED WITH THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SITE OR THE SERVICES.
Ability to Enter into this Agreement
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence or otherwise be legally eligible to be bound by this Agreement (e.g., by being an emancipated minor), and you must be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it. If you are not of the age of majority or otherwise legally eligible to be bound by this Agreement, you may not use the Site or the Services.
Your Profile Information and Account
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Services. That email address and password, together with any or other user information you provide, form your “Profile Information” and allow you to access your account (“Account”). You agree to provide true, accurate, current and complete information about yourself and to immediately provide updated information as your circumstances change. You may not misrepresent your Profile Information.
You will be responsible for all Electronic Communications, including those containing business information, Account holder information, financial information, Profile Information, and all other data of any kind contained within emails or otherwise entered electronically through the Services or under your Account.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying us immediately.
By providing us with your email address, you agree to receive all required notices electronically, to that email address. It is your responsibility to update or change your email address, as appropriate.
Quality of Service
You agree to use a third party software necessary for accessing the Service, including, but not limited to, ‘browser’ software that supports a data security protocol compatible with the protocol used by us. Until notified otherwise by us, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by us and to follow logon procedures for services that support such protocols. You agree that we are not responsible for notifying you of any upgrades, fixes or enhancements to any such software; or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet, which are not owned or operated by us.
You understand that the technical processing and transmission of your Electronic Communications is fundamentally necessary to your use of the Services. You expressly consent to our interception and storage of Electronic Communications and/or Profile Information, and you acknowledge and understand that your Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by us. You acknowledge and understand that changes to your Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. You further acknowledge and understand that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that we are not responsible for any Electronic Communications which are delayed, lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by us, including, but not limited to, the Internet.
The Services may provide, or third parties may provide, links, widgets and embeds to other World Wide Web sites or resources. Because we have no control over such sites and resources, you agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. In addition, you agree that we are not responsible for any and all third-party information that may be provided to through the Services (e.g. through the integration of the Services with a third party online application).
Submission of Content
The Site and the Services available thereon enable you to provide or upload content, including but not limited to text, images, video, data, and other information or content (collectively, “Content”), to us for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Content you or people you have invited to submit, provide or upload and any consequences of submitting, providing or uploading it.
You also understand that we may implement limitations for the amount of data that can be stored on our Site without any further notice. These limitations are required to maintain a functional service.
You represent and warrant that you own your Content, or have all the necessary licenses, rights, consents and permissions to grant the license set forth herein, and that its provision to our use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
THE PROVIDER HAS NO RESPONSIBILITY FOR AND NO OBLIGATION TO MONITOR FOR APPROPRIATENESS, AND DOES NOT RECOMMEND OR ENDORSE, ANY CONTENT POSTED OR UPLOADED BY USERS ON THE SITE.
We retain the right to use or distribute any Aggregated Data generated by our customers or users. “Aggregated Data”, means records which have been stripped of information potentially identifying Site users, and which have been manipulated or combined to provide generalized, anonymous information. Aggregated Data will not disclose you as the source or subject of the information.
You understand and agree that it is our practice to make back up copies of your data for your safety. You acknowledge and agree that we may store and maintain such data for approximately one year (unless legally required to maintain such data longer). Subject to the terms and conditions of this Agreement, You grant us a limited non-exclusive non-transferable license to copy, store, record, transmit, maintain, display, view, print, or otherwise use your data to the extent necessary to provide the Services for you. You agree that the license to store and maintain your data shall survive the termination of this Agreement for approximately one year for the sole purpose of storing backups. Subject to the terms of this Agreement, we agree that your data shall at all times be considered your property.
Intellectual Property Rights
All right, title, interest and ownership and intellectual property rights in and to the Provider’s trademarks and the Site, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than user Content, are and will remain the property of the Provider or its software or content suppliers. The Site is protected under Finland and international copyright, trademark and other laws and treaties.
Subject to the terms and conditions of this Agreement, we grant to you, during the term of this Agreement, a personal, non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access the Site and use the Services that are subject to a valid Subscription.
You acknowledge that any ideas, suggestions, concepts, processes or techniques (other than your Content) which you provide to us related to the Services, the Site or Provider or its business (“Feedback”) shall become our property without any compensation or other consideration payable to you by us, and you do so of your own free will and volition. We may or may not, in its sole discretion, use or incorporate the Feedback (in whatever form or derivative we may decide) into the Site, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to us in any Feedback and, as applicable, waive any moral rights.
We own any test results, data information and other output (other than your Content) generated by your use of the Site and/or the Services during the term of this Agreement. You may not disclose to any third party any test results or performance information regarding the Site or the Services, whether generated by you, us or a third party, except where expressly permitted.
You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information acquired, learned or provided from us during the term of this Agreement or following the expiration or termination of this Agreement. “Confidential Information” means any non-public information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs, technical documentation and data, and inventions, discoveries, and improvements of any kinds.
Acceptable Use and Conduct
You agree that that you will not publish or make available any Content that (or promotes or links to content or materials that), use the Site in a manner that, or use information obtained from the Site (including email addresses) in a manner that:
- (a) infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
- (b) contains software viruses, Trojan horses, worms, Easter eggs, spyware, malware, or any other computer code, files or programs that are designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or that are designed to access, disclose, monitor or destroy data without authorization;
- (d) is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
- (e) is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
- collects personally identifiable information from children under the age of thirteen (13);
- (f) is harmful to minors in any way;
- (g) is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by the Provider;
- (h) impersonates the provider’s employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, for any reason, including to obtain access to the Site or a portion thereof without proper authorization;
- (i) interferes or attempts to interfere with the proper working of the Site or prevents others from using the Site, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site, or inadvertently or intentionally disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or any other site or system in use by another user of the Site;
- (j) uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or the information or content contained therein (including any form of email address harvesting);
- (k) facilitates the unlawful distribution of copyrighted Content;
- (l) licenses, sublicenses, rents or leases the Services to third parties, uses the Services for third party training, commercial time-sharing or service bureau use, or otherwise makes the Services available to third parties or commercially exploits the Services;
- (m) includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers, in order to disguise the origin of Content transmitted through the Site to users;
- (n) constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests (including, without limitation, any form of spamming);
- (o) stalks or otherwise harasses anyone on the Site or with information obtained from the Site;
- (p) collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
- (q) requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site for the purposes of automating logins to the Site;
- (r) attempts to gain unauthorized access to the computer systems of the Provider or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site;
- (s) contains adult or pornographic Content;
- (t) decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services or any other Provider’s technology, or that merges or combines any such software or technology with any other data or materials to form a new product or service;
- (u) copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site;
- (v) accesses the Site for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site;
- (w) accesses the Site for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
- (x) accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach of security to the Site; (ii) interfering with the proper working, functionality or performance of the Site; or (iii) preventing others from accessing or using the Site.
If at any time we believe that you have violated any of these requirements, we may suspend or terminate your Account access.
Disclaimer of Warranties
YOUR USE OF THE SITE AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PROVIDER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
THE PROVIDER DISCLAIMS ANY WARRANTY THAT THE SITE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME THE PROVIDER MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, THE FAILURE OF THIRD-PARTY SERVICE PROVIDERS, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR OTHER SUCH ACTIONS THAT THE PROVIDER HAS TO DO IN ITS SOLE DISCRETION, MAY ELECT TO TAKE, AS WELL AS THE MALICIOUS ACTIONS OF HACKERS AND OTHER THIRD PARTIES. THE PROVIDER MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITE; OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE SITE.
THE PROVIDER IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY THE PROVIDER, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY THE PROVIDER.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE. THE PROVIDER DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PROVIDER OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE SITE IS OFFERED AND CONTROLLED BY THE PROVIDER FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. THE PROVIDER MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL THE PROVIDER, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OWNERS, INVESTORS, CONTRACTORS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, LICENSORS, SUPPLIERS, CUSTOMERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE, OR FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SUBSCRIPTION EXCEEDING THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO THE PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY AS PROVIDED IN THIS PARAGRAPH, THE PROVIDER’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED BY ANY THIRD PARTIES OTHER THAN THE PROVIDER AND RECEIVED BY YOU THROUGH THE SITE. YOU ALSO AGREE THAT THE PROVIDER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS, THE PRESENCE OF SUCH ADVERTISERS ON THE SITE, OR ANY CONTENT OR SERVICES RECEIVED BY YOU ON ANY THIRD PARTY SITES.
Provider reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, with or without notice at any time and for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. In addition, Provider may at any time, with or without notice, suspend or terminate your Account and your ability to access the Services and your Content and data, if Provider, in its sole and absolute discretion, believes that you have violated the terms of this Agreement or applicable law or that you are engaging in activity that may harm the Site, Provider, Provider’s customers and users, or other third parties; in such event, Provider may immediately delete your Content and data. Provider shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such modification, suspension, termination, discontinuance or deletion.
You agree to indemnify, defend, and hold harmless Provider, its affiliates and its and their respective owners, investors, contractors, officers, directors, members, managers, partners, shareholders, licensors, suppliers, customers, employees, agents, third-party advertisers, technology providers and service providers from and against any loss, damage, cost, or liability (including, reasonable attorneys’ fees) resulting from or relating in any way to a third-party claim, demand, action or proceeding that arises out of this Agreement or the Site, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content (including without limitation your Content and any third party Content) forming part of the Site; (b) your breach or alleged breach of this Agreement; (c) your violation of any rights, including intellectual property rights, of a third party; (c) your violation or alleged violation of any laws; or (d) your use or exploitation of any information obtained from the Site. Provider reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Provider, and you agree to cooperate with Provider’s defense of these claims. You agree not to settle any matter without the prior written consent of Provider. Provider will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Cancellation and Termination
Provider reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Notice of termination will be provided to the email address you currently have on file with us. Provider also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of the United States of America. Provider reserves the right to terminate any portion of the Site at any time, for any reason, with or without notice.
If there is any dispute between you and Provider about or involving this Agreement, the Site or the Services, you hereby agree that the dispute shall be governed by and construed under the laws of the United States of America and the law of the State of Delaware.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Provider does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Provider has the benefit of under any applicable law), this will not be taken to be a formal waiver of Provider’s rights and that those rights or remedies will still be available to Provider. Any waiver of Provider’s rights or remedies, or of any breach of this Agreement, must be in writing and signed by Provider.
The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Limitation of Liability”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
Contacting Wingmen Ltd
You may contact Wingmen Ltd by email at firstname.lastname@example.org.