Effective Date: November 10, 2021
The following terms and conditions in these Terms of Use (these “Terms”) govern your use of our websites, microsites, and mobile versions of these websites that expressly adopt or display or link to these Terms (collectively, the “Website”), our mobile application (“App”), and any services available through the Website or App (the “Services”). Wemblr LLC (“Wemblr,” “we,” “us,” or “our”) provides the Website, App, and Services to you under these Terms. In these Terms, we use the term “you” or “your” to mean you as an individual. We may discontinue or change any of the features or functionalities of the Website or App at any time and without notice.
BY ACCESSING, BROWSING, AND/OR USING THE PAGES OR SERVICES POSTED ON THE WEBSITE OR IN THE APP, YOU AGREE TO THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS, BROWSE, OR USE THE WEBSITE OR APP.
Any personal or personally identifying information provided by you through the use of the Website or App will be collected and used consistent with our Privacy Policy, and, by using the Website or App, you accept the terms and conditions of the Privacy Policy, which is incorporated herein by reference.
We may send you notices or communications electronically, either via the Website, App, or by email.
We may modify these Terms at any time, including, but not limited to, if we offer and you accept the download of any new features or Updates (as defined below) for the Website or App. Each time you access and use the Website or App, you signify your acceptance of and agreement to the then-current Terms. We may, but are not required to, separately inform you of changes to any of the terms and conditions in these Terms.
Your use of the Website, App, or Services on your computer, mobile device, tablet, or other device (your “Device”) is subject to certain applicable third parties’ policies, terms and conditions, requirements, and usage rules, including but not limited to your mobile carrier rules (collectively, the “Usage Rules”), which you agree are, to the extent the foregoing are applicable, binding on you. You shall use the Website and App in strict compliance with all applicable laws, rules, and regulations.
All Website and App content, including without limitation, all text, graphics, audio, video, music, icons, images, hyperlinks, services, displays, products, HTML code and scripts (collectively, the “Website Content”), and the collection, arrangement and assembly of the Website Content, is the property of the Wemblr and its sponsors, distributors, or licensors, and is protected by copyright law and other U.S. laws and treaties. You are granted no right, title or interest in or to the Website Content other than the limited license expressly set forth in these Terms. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into a website or in any way exploit the Website Content, or any portion thereof, without the express written permission of Wemblr. Your rights to use the Website and App are specified or referenced herein, and we retain and reserve all rights not expressly granted to you.
Subject to these Terms, we grant you a personal, limited, non-exclusive, revocable, non-sublicenseable, and non-transferrable license to use the Website or App for personal, non-commercial purposes only on any Device that you, as the end-user, own or control and as or to the extent permitted by the Usage Rules.
You may not rent, lease, lend, sell, redistribute, or sublicense the Website or App. You may not distribute or make the App available over a network where it could be used by multiple devices or products at the same time, except as expressly authorized by us.
The above license will govern any Updates provided by us that replace and/or supplement the original Website or App, unless such Update is accompanied by separate Terms, in which case the terms and conditions of those Terms will govern.
By creating an account on the Website or App, you are confirming and agree that you are 13 years of age or older and if you are between 13 and the age of majority in your jurisdiction that your legal guardian has reviewed and agrees to these terms.
You may not: (a) access or attempt to access the Website or App by any means other than through the interface provided by us; (b) make any copies of the Website or App other than the copy that you need to operate the Website or App on your Devices; (c) modify or create any derivative works of the Website or App; (d) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Website or App, or in any way ascertain, decipher, or obtain the communications protocols for accessing our networks; (e) use the Website or App to develop software or services that access the address space of the Website or App or that intercept the proxy; (f) attempt to gain unauthorized access to any of our or our suppliers’, licensors’, or distributors’ services, accounts, computer systems, or networks associated with the Website or App; (g) resell, lease, sublicense, or otherwise attempt to transfer rights to the Website or App; (h) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Website or App; (i) block, disable, or otherwise affect any advertising, advertisement banner window, tabs, links to other sites and services, or other features that constitute a part of the Website or App; (j) incorporate, integrate, or otherwise include all or any portion of any of the Website or App (including the communications protocols) into any software, program, or product that communicates, accesses, or otherwise connects with our Services or that interconnects any of our Services with any other instant messaging or other online service; (k) use any of our Services associated with the Website or App in any manner that could damage, disable, overburden, or impair such Services or interfere with any other party’s use and enjoyment of them; (l) use the Website or App in any way that violates these Terms or any law; (m) use the Website or App in any way that violates the rights of any third party; (n) use the Website or App in any way to transmit, directly or indirectly, any unsolicited bulk communications (such as e-mails, voice, photos, video, chat, or instant messages); or (o) assist any third party to do any of the acts described in this paragraph.
We may take any actions or apply any technical remedies to prevent unsolicited bulk communications, viruses, or other harmful code from entering, utilizing, or remaining within our computer or communications networks.
You alone are responsible for any communication, message, or other content that you post, upload, submit, transmit, or share with Wemblr on the Website or App or through or for our Services, including without limitation any data, questions, comments, ideas, information, materials, concepts, know-how, techniques, suggestions or the like (collectively “User Content”). By transmitting or posting any User Content, you represent and warrant that such User Content is your own original work and will not infringe or violate any copyright, trademark, trade secret, rights of privacy, rights of publicity, or any applicable laws. Wemblr does not endorse or sponsor any such User Content submitted by you or other users of the Website or App. We reserve the right to terminate and/or deny you access to the Website and App if we determine, in our sole discretion, that you are violating these Terms, or applicable law, rule, regulation or order, or that your conduct is harmful to us, our interests or the interests of another user, a third-party provider, merchant, sponsor, licensor, service provider or any other third party.
Subject to the terms and conditions set forth in our Privacy Policy, all User Content will be treated as non-confidential and nonproprietary information. Accordingly, please do not post, upload, submit, or share any User Content you wish to be kept confidential or for which you expect compensation, acknowledgment, or attribution.
You hereby grant to Wemblr and our affiliates and/or designees, a perpetual, fully paid up, royalty-free, irrevocable, worldwide license to the User Content to use, transmit, copy, reproduce, distribute, publicly perform, publicly display, and prepare derivate works based upon such User Content in any and all media now known or hereafter to become known for any and all commercial and non-commercial purposes, without the need for any acknowledgment, compensation or attribution. You declare and warrant to us that you are entitled to transmit or post User Content to the Website or App and have all relevant licenses and consents from any relevant third parties. Further, Wemblr and its affiliates are free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Website or App for any purpose whatsoever, including, without limitation, developing, manufacturing, and marketing products.
You are prohibited from posting, uploading, submitting, sharing, or transmitting any unlawful, threatening, infringing, libelous, defamatory, obscene, inflammatory, pornographic or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or would otherwise violate the law. You are also prohibited from posting or transmitting any fake news or other deceptive content. Wemblr will fully cooperate with any law enforcement or regulatory authorities or court order requesting or directing it to disclose the identity of anyone posting any such information or materials.
We may, but are not obligated to, monitor or review any User Content. We shall have no obligation to use, return, review, or respond to any User Content. We will have no liability related to the content of any such User Content, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. You may notify Wemblr of any objectionable User Content. We retain the right to remove any or all User Content in our sole discretion. We further reserve the right to remove any User Content and terminate your account if you publish fake news or other deceptive online content.
All content besides User Content on the Website or App (including, without limitation, text, design, graphics, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof) is the exclusive property of and owned by Wemblr, its licensors or its content providers and is copyrighted as a collective work under the United States and other copyright laws. All trademarks, service marks and trade names are trademarks or registered trademarks of and are proprietary to Wemblr or other respective owners that have granted Wemblr the right and license to use such marks. Nothing on the Website or App shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Website or App. Wemblr reserves all rights not expressly granted in and to the Website and App and its content.
You must obtain at your own expense the equipment, means, Device, and services to access the Website or App. We do not guarantee that the Website or App will work with all wireless service plans, at all times, or in all geographic locations. When you use the Website or App, you may incur certain charges from your wireless carrier according to the terms and conditions of your carrier agreement, including without limitation, fees for data, wireless access, and message services. Please check with your carrier to verify whether there are any such fees that may apply to you. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR TO ACCESS OR USE THE WEBSITE OR APP THROUGH YOUR WIRELESS DEVICE AND FOR BEING IN COMPLIANCE WITH YOUR CARRIER AGREEMENT.
You are solely responsible for your use of the Website and App, the use of your account by others, or any breach of your obligations under these Terms. You are responsible for all consequences of activities on your account (if any), including the consequences that may occur if others obtain access to your account (if any). You shall maintain as personal and confidential the unique user identification and/or password used by you to gain access to the Website or App. It is your sole responsibility to protect your user identification and password from unauthorized use, and you will be responsible and liable for any unauthorized use of your user identification or password.
The Website and App may include links to third-party sites not operated by us. These links are provided for your convenience and in no way signify any endorsement of any such sites or the content thereof. Access to any such linked site is at the your own risk, and we will not have any liability arising out of or related to such sites and/or their content, or for any damages or loss caused by or in connection with any use of or reliance on such content, or any goods or services, available on or through such sites.
You represent and warrant that you have adequate legal capacity to enter into these Terms, that you will use the Website and App only for lawful purposes, and that you will not violate the rights of others or these Terms. If you are a parent or guardian and you provide your consent to your child’s registration with the Website or App, you agree to be bound by these Terms and the Privacy Policy with respect to their use of the Website or App. You shall not provide false details for a parent or guardian.
You agree that we may collect and use technical data and related information, including but not limited to technical information about your Device, system and application software, and peripherals, that is gathered, for example, periodically to facilitate the provision of software Updates, product support, and other services to you (if any) related to the Website and App. We may use this information to improve our Services or to provide Services or technologies to you in accordance with our Privacy Policy.
You understand and agree that the Website and App may contact our servers from time to time to check for available updates, such as patches, new functionality, fixes, new versions, and other types of updates (collectively, “Updates”). By using the Website or App, you consent to such automated requests and to receive Updates. We are not required to provide Updates.
Except to the extent as may be required by Usage Rules, you agree that you are not entitled to any support, telephone assistance, corrections, Updates, upgrades, bug fixes, and/or enhancements of the Website or App from us or our distributors.
We may have one or more separate agreements with your employer, school, or other third-party organization that procures the right for you to use this App (the “Participating Entity”) in order to provide our Website or App to you. Such separate agreements are between us and the Participating Entity and the terms of that agreement may not be enforced by you. Because your account is paid for and managed by the Participating Entity, that Participating Entity has the right to control, manage, and obtain reports on your use of the account. You acknowledge and agree that we may share aggregated account information or User Content with the Participating Entity.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE WEBSITE, APP, OR SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, APP, AND ANY SERVICES PERFORMED OR PROVIDED BY THE WEBSITE OR APP ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE OR APP AND ANY SUCH SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE WEBSITE OR APP, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE WEBSITE OR APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE, APP OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE, APP, OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO, TO THAT EXTENT, THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR LICENSORS, OR OUR CONTRACTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR PERSONAL INJURY OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT, BUSINESS INTERRUPTIONS, OR LOSS OF DATA, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), AND EVEN IF WE ARE EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATED TO USE OR MISUSE OF THE WEBSITE, APP, OR OUR SERVICES; INABILITY TO ACCESS OR USE THE WEBSITE OR APP; ANY LOSS OR CORRUPTION OF DATA OR INFORMATION SUBMITTED VIA THE WEBSITE OR APP; OR ANY COMMUNICATIONS OR SERVICES PROVIDED BY, OR REQUESTED FROM, US VIA THE WEBSITE OR APP. In no event shall our total liability to you for all damages exceed $100.00. The foregoing limitations will apply even if any stated remedy fails of its essential purpose. In some jurisdictions, certain limitations of liability are not permitted, and, to that extent, such limitations on liability may not apply to you.
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country or a country for which there is a unilateral embargo; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
You agree to indemnify, defend, and hold harmless us and our employees, contractors, officers, and directors from and against any and all claims, suits, demands, actions, damages, liabilities, losses, costs, and expenses (including attorneys’ fees) that arise from your use or misuse of the Website or App (including any Services related thereto) or your breach or violation of any of the terms and conditions referenced herein or the law. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification and defense by you, in which event you will cooperate with us in asserting any available defenses.
You agree that your breach or threatened breach of these Terms will cause us irreparable injury for which recovery of monetary damages would be inadequate and that we, therefore, may obtain timely injunctive relief to protect our rights under these Terms in addition to any and all other remedies available to us at law or in equity.
These Terms are governed by the laws of the State of Ohio and applicable federal laws of the United States of America, without giving effect to conflict of laws principles. Subject to the below Dispute Resolution provisions and for any disputes not otherwise subject to arbitration, you irrevocably consent to the exclusive jurisdiction of the federal and state courts situated in or for Columbus, Ohio, USA, for purposes of any legal action arising out of or related to these Terms or use of the Website, App, and/or any related services.
PLEASE READ THIS SECTION CAREFULLY. YOU AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
You must contact us within one (1) year of the date of the occurrence of the event or facts giving rise to a dispute, or you waive the right to pursue any claim based upon such event, facts, or dispute.
Any civil action, claim, dispute, or proceeding arising out of or relating to these Terms or access to or use of the Website or App and/or any related Services will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court (except as provided in Section 19). Except as provided in Section 19, the arbitrator – and not any federal, state, or local court or agency – will have exclusive authority to resolve any dispute arising out of these Terms or access to or use of the Website, App, and/or related Services and to arbitrate any part of these Terms, including any claim that all or any part of this section or these Terms are void or voidable.
The arbitration will be conducted by the American Arbitration Association (the “AAA”) exclusively in Columbus, Ohio, USA, under the AAA’s rules and procedures, as modified by this section and conducted in the English language. The AAA’s rules and a form for initiating arbitration proceedings are available at www.adr.org .
You and we will select the arbitrator, and, if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited such fees and costs as required by the AAA for arbitration of the type of claim brought by the person requesting arbitration. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined by the arbitrator.
Agreement to these Terms constitutes an agreement to pursue your claim on an individual basis and a waiver of the ability to pursue your claim in a class or representative action (or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf the general public). If a dispute is arbitrated, you give up your right to participate as a class representative or class member on any class claim you may have against us, including any right to class arbitration or any consolidation of individual arbitrations.
The arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Ohio, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Judgment upon any award rendered by the arbitrator is final, binding, and conclusive upon you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record in or for Columbus, Ohio, USA.
If you do not wish to be bound by arbitration and waive your rights to participate in a class action, you must notify us in writing within thirty (30) days of the date that you first access the Website or App and include: (i) your name, (ii) your account number (if any), (iii) your mailing address, and (iv) a statement that you do not wish to resolve disputes with us through arbitration. You must send your notice to us at: info@wemblr.com. If you do not notify us, you agree to be bound by the arbitration provisions and the class-action waiver provisions herein.
These Terms constitutes a legal agreement between you and us regarding their subject matter. Section headings are for convenience and do not define or limit the scope or intent of such sections. Please note that any content you post to social media platforms is subject to the data handling practices of each social media platform, as described in their respective terms of use and privacy policy, which you should read before posting content. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any part of these Terms are held invalid or unenforceable, the remaining portions remain in full force and effect, or we may at our option terminate these Terms. The controlling language of these Terms is English. If you have received a translation into another language, it has been provided for your convenience only. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer by operation of law or otherwise these Terms or any rights or obligations herein. We may assign these Terms to any entity in our sole discretion and without notice to you. These Terms shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Neither party shall be in default or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
You must comply with all applicable third-party terms of agreement when using the Website or App, including without limitation, any wireless data services agreement.
If you have any questions, complaints, or claims regarding the Website, App, or these Terms, you may contact us at: info@wemblr.com.