TERMS AND CONDITIONS
These Terms and conditions set forth the terms and conditions that apply to your access and use of the internet website owned and operated by WFN including all subsidiary web pages and access to any optimized version of the Site via a wireless device, and access and use of the services available thereon, (the “Services”). This Agreement is legally binding between you, the person using this Site, and WFN. Terms such as “we,” “our” and “us” refer to WFN.
YOU HEREBY ACCEPT AND AGREE TO THIS AGREEMENT. BY DOING ANY ONE OF THE FOLLOWING ITEMS: (1) VISITING THIS SITE; (2) MAKING A PURCHASE OR SUBMITTING CONTENT THROUGH THE SITE; (3) COMPLETING THE ONLINE APPLICATION PROCESS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; OR (4) BY EXECUTING A SUBSCRIPTION THAT REFERENCES 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 services.
On our Site, we may provide short summaries of the terms and conditions in this Agreement. Any such summaries are provided only for your convenience, are not legally binding and do not modify this Agreement in any way.
The Terms constitute a binding and enforceable legal contract between WFN.com and its affiliated companies and subsidiaries and you in relation to the use of any our Services - so please read them carefully.
In order to access and use the features of the WFN Services, you must first register and create an account with WFN.
If anyone other than yourself accesses your User Account and/or any of your User Platforms’ settings, they may perform any actions available to you (unless as specifically stated otherwise on the WFN Services), make changes to your User Platform(s) and User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name.
Therefore, we strongly encourage you to keep the log-in credentials of your User Account confidential, and allow such access only to people you trust - as you will be solely and fully responsible for all activities that occur under your User Account and/or User Platforms (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.
You must provide accurate and complete information when registering your User Account and using the WFN Services, to which you are the sole and exclusive rights holder. We strongly encourage you to provide your own (or your company’s) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the User Account and/or User Content (as defined below) submitted to us.
In case of a dispute on User Account ownership, we reserve the right to determine ownership to a User Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so and/or suspend a User Account until the parties disputing such ownership, reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, a business license) that may assist us in determining ownership. Among others, we may consider the principles set forth below.
WFN will consider the owner of a User Account, User Platform and/or User Content created and/or uploaded to the relevant WFN Service, as the person or entity who has access to the e-mail address then listed in WFN’s records for such User Account under which such User Platform or User Content was created.
we shall have the right to determine the ownership of User Content and/or a User Website as it chooses, including by ignoring the indications set forth above, in event WFN deems, at its sole discretion, that the situation justifies such determination, all based upon the factual situation as determined by WFN.
To use certain of our services, you need to create a user account.
You should keep your username and password protected and safe, and only allow people you trust to access your account or website settings.
All activities that occur under your user account or website are your responsibility.
The account information you provide us must be your own (or your company’s), and be accurate and complete.
When a user account is disputed, we may determine the ownership of such user account.
Availability, Errors and Inaccuracies
We are constantly updating our service offerings on the Service. We cannot guarantee the accuracy or completeness of any information found on the Service.
We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time.
You may not access or use the Services in a manner that:
- harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights (including but not limited to rights of publicity, or other proprietary rights) of any other party, or encourages similar conduct in others;
- is unlawful, fraudulent, deceptive, or prohibited in these Terms;
- uses technology or other means, including "robots," "spiders," "crawlers," "scrapers," "offline readers," or other automated means to access our Content, systems, or user accounts, without authorization;
- attempts to damage, disable, overburden, or impair our servers or networks;
- attempts to introduce viruses, or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of the Services, or any computer software, hardware, or telecommunications equipment;
- attempts to circumvent any content-filtering techniques we employ, or attempts to access areas or features of the Services that you are not authorized to access;
We will determine, in our discretion, whether there has been a breach of our acceptable use standards through your use of the Services, and we may take such action as we deem appropriate to prevent, end, or mitigate the impact of any breach we identify.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, nor does it contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing. We reserve the right to terminate the account of anyone who is found to be in violation of these terms. We do not control, take no responsibility and assume no liability for content you or any third party posts on or through the Service or for any misuse of your content by your end users or otherwise.
WFN has the right but not the obligation to monitor and edit all content provided by users and can remove Content if it violates these terms.
Content uploaded to the Services by or on behalf of WFN is the property of WFN or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
You also agree that you will not duplicate, publish, modify, reverse engineer, create derivative works from, participate in the transfer of, post on the World Wide Web, attempt to extract the source code of that software, or in any way distribute or exploit the Services, or any portion of the Services, unless laws prohibit these restrictions or you have our written permission to do so.
Website account and security
You are responsible for maintaining the security of your account and web site, for all activities that occur or actions taken under the account or in connection with the web site. You agree to immediately notify us in writing of any unauthorized uses of the account or any other breaches of security. We will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will WFN or any of its affiliates, subsidiaries, officers, directors, or employees be liable, in any way, for any of your acts or omissions or those of any third party, including damages of any kind incurred as a result of such acts or omissions.
The Site and Service are owned by WFN. The Site and Service use and display content, features, and functionality, including but not limited to proprietary software, inventions, copyrights, trademarks, trade dress, service marks, logos, slogans, and taglines, owned by WFN or other unaffiliated third parties, that are protected by canada and international copyright, trademark, patent, trade secret and/or other intellectual property or proprietary rights laws. No portion of the Site or Service may be copied, reproduced, displayed, transmitted, or otherwise used for any purpose without the prior written permission of WFN or the respective third-party intellectual property owner, or except as otherwise specifically provided herein. We reserve all rights not expressly granted in these Terms.
The Service, all confidential and proprietary software used in connection with the Service, Materials (as defined below), content contained in sponsor advertisements or in information presented to you through the Service or by advertisers, and all other materials and services provided by or through WFN are protected by copyright, trademark, trade secret, or other intellectual property laws. You are solely responsible for ensuring that your use of such materials, made available through the Service, is done solely in accordance with all relevant laws, and any terms or conditions applicable to such Materials. In no event shall WFN be liable to you or any third party for your use of materials in violation of law, or any terms or conditions applicable to such materials.
“Materials” means any and all software, text, software documentation, designs, "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted, as well as all derivative works thereof, in each case, made available by or through WFN or the Service.
You may use the Materials to the extent, and only to the extent, necessary to access and use the Service in accordance with these Terms and, in the case of Materials owned by third parties made available to you by or through WFN or the Service, any third-party terms or conditions applicable to such Materials. This permission does not permit you to store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher (or otherwise attempt to discover any programming code or any source code used in or with the Materials), or otherwise distribute in any way the Materials other than as specifically permitted in these Terms. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Service or Materials, create derivative works based on or in any manner commercially exploit the Service or Materials, in whole or in part, other than as expressly permitted in these Terms. Any use of the Service or Materials for any purpose other than as specifically permitted herein and in any relevant third-party terms of service is expressly prohibited. We reserve all rights not expressly granted in these Terms.
All trademarks, service marks, logos, slogans, and taglines (individually and collectively, “Mark” or “Marks”) are the property of WFN or their respective owners. Except as otherwise specifically provided herein, no license or right to use any Mark is granted to you without the express written permission of WFN or the respective third-party Mark owner.
Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the Canada and other countries, where you may not have the same rights and protections as you do under local law.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless vircaore, and our officers, directors, agents, partners and employees (individually and collectively, the “vircaore Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights) or your violation of the law. You agree to promptly notify vircaore Parties of any third-party Claims, cooperate with vircaore Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the vircaore Parties will have control of the defense or settlement, at vircaore’s sole option, of any third-party Claims.
Responsibility of Website Visitors
WFN has not reviewed, and cannot review, all of the Content, including computer software, made available through our Services, and cannot therefore be responsible for that Content. WFN makes no representations, warranties or guarantees, whether express or implied, that Content is accurate, complete or up to date, that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
The Website may contain Content that is offensive, indecent, or otherwise objectionable, as well as Content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. WFN disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading, copying or use by those visitors of Content there posted. The views expressed by other users on our Website or through our Services do not represent our views or values.
Content Posted on Other Websites
We have not reviewed, and cannot review, all of the material, including computer software, made available through third party websites and web pages to which WFN.com links, or that link to WFN.com. WFN does not have any control over third party websites and web pages, and is not responsible for their contents or use. By linking to a third party website or webpage, WFN does not represent, warrant, guarantee, or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. WFN disclaims any responsibility for any harm resulting from your access or use of third party websites and web pages.
Copyright Infringement And Dmca Policy
As WFN asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by WFN.com violates your copyright, you are encouraged to notify WFN through WFN email ____________. We will respond to all valid notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. WFN will terminate a user's access to and use of our services if the user is determined, at WFN’s sole and unfettered discretion, to be a repeat infringer of the copyrights or other intellectual property rights of WFN or others.
Ability to Enter into this Agreement
This Site and the Services are not designed for or directed at children 13 years of age or younger. In addition, in order to enter into this Agreement, you must be 18 years old or have otherwise reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are 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.
You may not use the Services and may not accept this Agreement if (a) you are not of legal age to form a binding contract with WFN, or (b) you are a person barred from receiving the Services under the laws of Canada or other countries including the country in which you are a resident or from which you use the Services.
Before you continue, you should print or save a local copy of this Agreement for your records.
Your Profile Information and Account
In order to access certain Services, you may be required to provide information about yourself (such as API, identification or contact details) as part of the registration process for the Service or as part of your continued use of the Services. You may also have to create passwords or other forms of authentication. You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your profile information. You agree and understand that you are responsible for maintaining the confidentiality of any such information or passwords. Accordingly, you agree that you will be solely responsible to WFN for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify WFN immediately.
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 WFN immediately.
By providing us with your e-mail address, you agree to receive all required notices electronically to that email address. It is your responsibility to update or change that email address, as appropriate.
By providing us with your phone number, you agree to allow WFN to contact you via that telephone number regarding all billing notices and/or inquiries (including, but not limited to: payment issues, billing discrepancies, declined/failed payments, and/or expired payment methods). It is your responsibility to update or change that phone number, as appropriate.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of WFN and its licensors. The Service is protected by copyright, trademark, and other laws of both the Canada and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of WFN.
We respect the intellectual property rights of others. If you are a copyright owner, authorized to act on behalf of a copyright owner or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by providing the following information:
Identification of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site;
Identification of the material that you claim is infringing your Content and needs to be removed, including a description of where it is located so that the copyright agent can locate it;
Your address, telephone number, and, if available, e-mail address, and company affiliation (if applicable) so that the copyright agent may contact you about your complaint; and
A signed statement (with physical or electronic signature) that the above information is accurate; that you have a good faith belief that the identified use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury (in jurisdictions where this applies, which does not include the European Union), that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Upon obtaining such information, we will act expeditiously and take actions we deem appropriate including, to remove, or disable access to, the material. Please be aware that there are substantial penalties for false claims. If a notice of copyright infringement has been wrongly filed against you, you may submit a counter notification to our agent. A valid counter notification is a written communication that incorporates the following:
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A signed statement (with physical or electronic signature) under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
Your name, address, and telephone number; a statement that you consent to the jurisdiction of the competent courts in the federal district court for the judicial district in which your address is located; and that you will accept service of process from the complainant.
Notices of the foregoing copyright issues should be sent to this email address: ________________.
If you give notice of copyright infringement by e-mail, an agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action. This information should not be construed as legal advice.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user’s Account if the user is determined to be a repeat infringer.
Disclaimer and Limitation of Liability
WFN AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WFN AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Exclusion of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS WFN HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), WFN, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
Basis of the Bargain; Exclusions
The limitations of liability set out herein are part of the basis of the bargain between you and WFN and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if WFN or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.
These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Contract and to the extent that they are typical in the context of this Contract.
Resolving Disputes; Binding Arbitration
Before filing a claim against WFN, you agree to contact us and attempt to resolve the claim informally by sending a written notice of your claim by email at ________________________________ or by certified mail addressed to ______________________________________________________. The notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be sent to the email address associated with your online account and will contain the information described above. If we can’t resolve matters within thirty (30) days after any notice is sent, either party may initiate a formal proceeding.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with WFN and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. You and WFN agree that any dispute arising out of or related to these Terms or our Services is personal to you and WFN and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except for small claims disputes in which you or WFN seeks to bring an individual action in small claims court located where you reside or disputes in which you or WFN seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and WFN waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. All Disputes submitted will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in __________________, (c) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, WFN, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality doesn’t apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(d) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the dispute is permanently barred, which means that you and WFN will not have the right to assert the claim.
(e) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this section by sending an email of your request to _________________________. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
(f) If any portion of this section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will been force able.
You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with or without notice.
WFN may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your WFN account (if you have one), you may simply discontinue using the Website and our Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions including ownership of intellectual property rights, warranty disclaimers, indemnities and limitations of liability.
These Terms shall be governed and construed in accordance with the laws of the province of __________________Canada, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.