THIS AGREEMENT CONTAINS (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AFFIRM THAT YOU AGREE TO THESE PROVISIONS.
a. You grant to us (and our successors and assigns), solely for the purpose of providing the Services to you, a worldwide, irrevocable, non-exclusive, perpetual, fully-paid, royalty-free license to use, reproduce, analyze, process, store, adapt, edit, transfer (including, without limitation, to third party services and individuals), modify, truncate, aggregate, prepare derivative works of, display, publish, translate and distribute your Content in any existing or future media, including after termination of your account or the Services. You also grant to us the right to sub-license and transfer these rights, and the right to bring an action for infringement of these rights.
b. By submitting Content through the Services, you also grant each third party service to which the Content is submitted and each recipient of the Content a non-exclusive, perpetual license to access your Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Content, including after termination your account or the Services.
c. We reserve the right to edit or remove, modify or block any Content submitted to the Services, or stored on our servers in our sole discretion, at any time, without notice to you and for any reason. We do not guarantee that your Content will be made available through the Services.
d. You represent that any Content you create using the Services does not infringe upon the intellectual property rights of any third party and is otherwise in compliance with all applicable laws, rules and regulations. For more, see our DMCA Copyright Policy.
e. You acknowledge that all Content, submitted or accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.
g. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, create, download, post, submit or otherwise distribute or facilitate distribution of any objectionable Content on or through the Service that:
i. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, bigoted, hate-oriented, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, misleading, violent, contains or depicts sexual activity, is illegal, and/or promoting illegal goods, services or activities or is otherwise inappropriate as determined by us in our sole discretion;
ii. constitutes unauthorized or unsolicited advertising, junk or bulk email (must be CAN-SPAM Act compliant);
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party.
a. The Services include the creation of trackable links (referred to herein as a “Wildlink”) to one or more “Merchant” (which include, for example, online retailers of products, services or content). Wildlinks may embed within browsers and various forms of digital communications and may redirect you or direct recipients, with whom you share the Wildlink, to Merchants. Wildlinks are configured to track and attribute transactions to you so that you may earn a reward if you or someone to whom you send a Wildlink completes a transaction with the Merchant.
b. Some transactions may not earn rewards or may earn at a rate which is different from the rate indicated by the Service. You are not guaranteed to earn a reward from a transaction even if you (i) create a Wildlink (ii) share a Wildlink (iii) take an action to activate cash back (iv) receive a notification from the service (v) receive an indication from the service that a transaction is eligible to earn (vi) you or your recipients complete a transaction or (vii) you receive from the Service a confirmation regarding a successful transaction. Even if the Services indicate that a transaction is eligible or confirmed, transactions may not earn rewards for several reasons, without notice to you, including without limitation: Merchants may alter the terms, conditions or commission rates; Merchants may discontinue their programs; Merchants may exclude certain products from reward eligibility; Merchants may have technical failures which result in transactions failing to be tracked or attributed to you; Wildlinks may fail to function properly; Wildlink tracking may cease to function during transmission when you share it with others; Merchants may reject transactions due to suspected policy violations; the communication channel or browser through which the Wildlink is activated or shared may modify or block the Wildlink, alter the tracking code or strip out the tracking code.
c. We reserve the right, in our sole discretion, to withhold, cancel or adjust the amount of any reward or reward payment, for any reason at any time. By using the Services, you accept this condition. Additionally, we may choose in our sole discretion to institute a limit on how many times you may receive a reward. We reserve the right at any time to cancel, modify, or restrict any aspect of the Services and we reserve the right to apply such changes retroactively to any rewards which are accrued but not yet paid.
d.Rewards originate from a marketing fee paid by a Merchant to us. Merchants may have holdback periods during which they hold a pending payment for a specified period, for example, until the expiration of a return policy and/or until a service is consumed. If we are not paid for a transaction by a Merchant, we shall have no obligation to provide any reward to you for the associated transaction. We only provide a reward to you after a transaction is successfully tracked and completed and after we receive payment for that specific transaction from the Merchant. If, for any reason or no reason, the Merchant pays less than expected or does not pay a commission for the transaction, we reserve the right, in our sole discretion, to adjust or cancel the reward.
e. Any reward amount due to you is determined by Wildfire in its sole discretion. We reserve the right to adjust the proportion of a commission which we share with you at any frequency and at any time without notice to you and we may apply such rates for all pending and unpaid rewards.
f. If a recipient completes a transaction with a participating Merchant using a Wildlink you have sent, this may result in a pending reward, which is conditional until confirmed as described herein. Any information sent to you as a notification, email or account message or displayed within your dashboard regarding a pending reward shall be conditional and shall not create a contractual obligation. We may subsequently alter or cancel the pending reward for any reason including, but not limited to, the following:
i. charge-backs, product returns, duplicate entry or other accounting error, non-bona fide transactions, non-receipt of payment from or refund of payment to the purchaser by the Merchant, our inability to contact you using the account contact information you provide in order to validate transactions, your distribution of Wildlinks via Unapproved Channels, your failure to comply with Third Party Merchant or Affiliate Network Terms and Conditions, Merchant alteration or cancellation of their program, Merchant ceases to be affiliated with the Services.
ii. we may be required to nullify rewards due to limitations established by certain Merchants which prohibit payments to users who reside in certain geographies due to tax nexus or other considerations.
g. In order to prevent fraudulent use of the Services, we may contact you if you have multiple Pending Rewards for a specific Merchant, in order to validate your account and confirm that you are performing acceptable promotional methods.
h. Rewards remain in a pending state until we receive payment from the Merchant for the associated transaction at which point the reward status changes from pending to confirmed, after which we may push the funds automatically to your selected payment method or we may provide, within your user dashboard, a mechanism for you with a way to request withdrawal.
i. Withdrawal of confirmed funds may be subject to a minimum payout threshold, which may change from time to time, in our sole discretion, without notice to you. If there is a payment threshold and your balance is below that threshold, rewards will remain your account and your balance will roll forward to subsequent payment periods until the minimum payment threshold is achieved.
j. Payments are issued in batches (for example once monthly). We reserve the right to change the frequency and timing of reward payments without notice to you. We may issue payments automatically, or we may provide an interface for you to manually elect to withdraw funds which are Ready to Withdraw. If you elect to manually withdraw earnings, the earnings will be distributed in the next upcoming batch payment, which may be subject to cutoff dates.
k. We may offer one or more choices of payment (for example, ACH, wire transfer, PayPal or other). You may set your payment preference and provide associated account information within your dashboard or settings. We are not able to pay rewards if you choose not to select one of the payment methods, if you fail to provide account information or if the account information you provide is not accurate. Payments may be performed via a third-party payment provider. Your payment information, including your account information, may be collected and stored by us or by a third-party payment processor. We reserve the right to discontinue a payment method and/or change payment providers. If we choose to switch payment providers, you grant us (and the appropriate third parties) the right to transfer your payment and account information to the new third party provider.
l. You agree that we have the right, but not the obligation, to seek on your behalf any and all payments from Merchants. You agree that we have no special relationship with or fiduciary duty to you and you acknowledge that we have no duty to take any action regarding collection of payment from merchants.
m. If your account contains confirmed rewards below a minimum payment threshold and your account has no new activity (defined as the earning of a pending reward) for a period of 90 days, we may begin assessing a dormant account fee of $3.00 USD per month until either (a) there is new activity in your account, or (b) your account balance reaches a zero balance. Your account balance will never fall below $0.00 as a result of a dormant account fee and you will never owe money to us related to a dormant account fee.
n. You are obligated to independently assess and comply with all relevant tax and legal requirements. We shall not provide you with tax or legal advice. In the event that, during any single calendar year, a Reward payout would result in payment to you of $600 or more, we may require you to fill out and provide an IRS form W-9 and we may thereafter issue a Form 1099 for that calendar year. We may utilize a third-party service provider to perform this function. If we require a completed form W-9 from you and you fail to provide one, we reserve the right to void any rewards in excess of $599.
6. Intended Use and Promotional Channels. You may be rewarded for transactions completed by you or by others who click on a Wildlink you have shared with them. Sharing of a Wildlink with others is intended to be completed within digital communications (text messages, emails, social media posts, messaging apps, etc.) between you and people you know (such as friends, family, classmates, colleagues, etc.). You agree not to engage in or facilitate the promotion of Wildlinks through any Unapproved Channels including, but not limited to, those listed below. If you have questions or concerns about a whether a specific promotional method is acceptable, please contact us in writing for written authorization before you begin using such promotional channel. Failure to adhere to these restrictions may result in termination of your account and the voiding of any unpaid rewards.
Unapproved Channels include, but are not limited to:
a. Unsolicited Commercial Email (Spam). Email campaigns to users who did not provide consent or opt-in, or to email lists that were purchased or obtained illegally.
b. Indiscriminate Advertising. Search advertising, browser plug-ins, toolbars, pop-up or pop-under advertising, display advertising, or any paid promotional channel.
7. Wildlink Operations.
a. Whether you are the sender or recipient of a Wildlink, we may use information we have collected about you from any source to most effectively generate a Wildlink and select the Merchant to which the Wildlink directs.
b. We use systems designed to infer the product, service or Merchant which you are referencing within the content that you input. The Wildlink and the Merchant to which it directs may or may not accurately reflect your original intent. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or relating to your use of or reliance on any such Wildlink.
c. You should not edit, remove or modify any element contained in a Wildlink. Changing the Wildlink may invalidate, remove tracking/attribution or cause it to be inoperable.
d. Certain third party communication platforms may block, alter or otherwise disable a Wildlink, in which case the tracking and attribution may be inoperable and you may not earn a reward which would otherwise may have been earned for a resulting transaction.
e. You may or may not be compensated for transactions where you or your agent are the user of a Wildlink which you generate.
f. Some Merchants may place cookies (or other tracking method) on your device to recognize your device during a subsequent visit. This may enable the sender of the Wildlink to earn a reward for transactions which occur after the initial click on a Wildlink.
g. We reserve right, without notice to you, to add or remove Merchants, change commission rates from Merchants, and determine to which Merchant we direct a Wildlink.
8. FTC Endorsement Disclosure Guidelines. Since you may earn a reward by recommending a product or Merchant using a Wildlink, the FTC Endorsement Guides require you to reference that fact within your message when you send a Wildlink. Learn more at The FTC’s Endorsement Guides.
9. Account, Settings and Notifications.
a. Please be sure to follow instructions to authenticate your account. This may include submitting your mobile number and entering the verification code that we send to you. Authentication may also occur in other ways, depending upon the requirements of third parties which integrate the Services within their applications. Our ability to attribute rewards to your account may depend upon you authenticating your user account and associating your device with your account.
b. You are responsible for all usage and activity on your account and for loss, theft or unauthorized disclosure of your account credentials.
c. By using the Services, you opt-in and grant us the right to send you emails, text messages, app notifications and other forms of communications relating to your account administration, rewards status, payment information, promotional opportunities and third party notices.
10. Third-Party Services.
b. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or relating to your use of or reliance on any such transaction, purchase, content, goods or services available on or through any such Merchant or third-party. By using the Services, you release and hold us harmless from any and all liability arising from your use of any Merchant or third-party website or service. If there is a dispute between participants on our Service, or between users and any Merchant or third-party, you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Wildfire, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
d. You may direct us to interact with existing accounts you own which are maintained by third-party companies with which you have accounts such as Facebook or Twitter. We make no effort to review such third-party accounts for any purpose, including but not limited to accuracy, legality or non-infringement. We are not responsible for the products and services offered by or on third-party sites. If your permission settings allow it, we may import information from your third-party accounts to help better offer the Services to you.
11. Downtime and Suspensions. Your access to and use of the Services may be interrupted for the duration of any scheduled, unscheduled, or unanticipated downtime, suspension or other unavailability, for any reason and in our sole discretion, including but not limited to: (i) as a result of power outages, system failures or other interruptions, (ii) for scheduled and unscheduled downtime to permit maintenance or modifications to the Services, (iii) in the event of a denial of service attack or other attack or event that we determine may create any risk to us, you or any of our users, customers, or licensees, or (iv) in the event that we determine that any Service is prohibited by applicable law or otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons. We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any downtime, suspension or other unavailability of the Services. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We do not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.
13. Mobile Applications. We may make available software to access the Services via a mobile device ("Mobile App"). To use the Mobile App you must have a device that is compatible with the Mobile App. We do not warrant that the Mobile App will be compatible with your device. We hereby grant you a non-exclusive, non-transferable, revocable license to use the Mobile App for one account for your personal use. The foregoing license grant is not a sale of the Mobile App or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Mobile App (and any copy thereof). You acknowledge that we may from time to time issue upgraded versions of the Mobile App and may automatically electronically upgrade the version of the Mobile App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of this Agreement will apply to all such upgrades. The Mobile App originates in the United States and is subject to United States export laws and regulations. The Mobile App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile App may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile App and the Services.
14. Proprietary Rights.
a. The Company owns intellectual property rights to any protectable part of the Service, including but not limited to the design, artwork, functionality, and documentation. You shall not (directly or indirectly): (i) copy, modify, or reverse engineer any part of the Service owned by the Company (ii) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (iii) modify, translate, or otherwise create derivative works of any part of the Services, or (iv) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You acknowledge that you obtain no proprietary rights in our trademarks, service marks, trade names, URLs, copyrighted material, patents, and patent applications, and agree not to challenge our proprietary rights.
b. We (and relevant third parties, successors and assigns) own all rights to information collected about a user as a result of their use of a Wildlink. All information, reports, data or results which are created, compiled or analyzed by us, resulting from the use of a Wildlink, is our sole and exclusive property. We have the right to use, market and re-market any such data without further obligation to you.
c. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any part of the Services; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
15. Governing Law, Arbitration and Class Action Waiver
Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. BY AGREEING TO THIS ARBITRATION CLAUSE & CLASS ACTION WAIVER, YOU AND WE ARE GIVING UP THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM THAT EACH SIDE MAY HAVE AGAINST THE OTHER INCLUDING ANY RIGHT TO CLASS ACTION OR ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
Governing Law and Forum for Disputes
This Agreement, and your relationship with Wildfire under this Agreement, shall be governed by the laws of the State of California in the United States of America without regard to its conflict or choice of laws provisions. Any dispute with Wildfire, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively as specified in the ARBITRATION CLAUSE & CLASS ACTION WAIVER clause above, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service at the terms designated, with little or no charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.
You also acknowledge and understand that, with respect to any dispute with Wildfire, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:
· YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
· YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION INVOLVING ANY SUCH DISPUTE.
16. Warranty Disclaimer, Indemnification, Limitation of Liability
a. We make no representations concerning any link contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or links contained in or accessed through the Services.
b. THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
c. Limitation of Liability. ANY OBLIGATION OR LIABILITY OF COMPANY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF THE CONFIRMED REWARD PAYOUTS PAID TO YOU BY COMPANY UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF $100.
b. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
c. Feedback. You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
j. Contact. You may contact us email@example.com or by mail at: Wildfire Systems, Inc., 153 S. Sierra Ave. #1282, Solana Beach, CA 92075.
EXHIBIT A. THIRD PARTY TERMS AND CONDITIONS
|AvantLink||Avantlink - Terms|
|Awin||Awin - Terms|
|CJ by Conversant||CJ - Terms|
|FlexOffers||FlexOffers - Terms|
|Impact||Impact - Terms|
|Pepperjam||Pepperjam - Terms|
|Partnerize||Partnerize - Terms|
|Rakuten Marketing||Rakuten Marketing - Terms|
|ShareASale||ShareASale - Terms|