Terms of Use

Last Updated: January 1, 2018

PLEASE READ THESE TERMS OF USE CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION BELOW. BY ACCESSING OR USING OUR WEBSITES OR ONLINE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE. DO NOT USE THE SERVICES, INCLUDING OUR WEBSITES, IF YOU DO NOT AGREE TO ALL OF THESE TERMS.

These Terms of Use (“Terms”) govern your access to and use of the websites, technology platform and other online services that link or otherwise refer to these Terms and are owned and operated by Wazee Digital, Inc. (“Wazee Digital”, “we”, “us”, and “our”) and our service providers, including without limitation, www.wazeedigital.com, commerce.wazeedigital.com, www.core.wazeedigital.com, and URL portals operated using Wazee Digital’s Digital Media Hub (DMH) platform and other Wazee Digital technologies and/or other platforms (collectively, the “Services”). These Terms are in addition to, and do not alter in any way, the terms or conditions of any other agreement you may have with Wazee Digital for products, services or otherwise. By using the Services, you agree to become a party to and legally bound by these Terms. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity will be responsible to Wazee Digital if you violate these Terms.

Wazee Digital reserves the right to change or modify these Terms at any time and in its sole discretion. If Wazee Digital makes changes to these Terms, it will provide notice of such changes or modification, such as by posting a notice on the Services or updating the “Last Updated” date above. Your continued use of the Site will confirm your acceptance of such changes or modifications. It is your responsibility to review these Terms when using the Services to insure you understand and are aware of all amendments to them. In addition, when using particular services, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.

If you have any questions regarding the use of the Services, please contact Wazee Digital platformsales@wazeedigital.com.

Privacy Policy

Please review our Privacy Policy for information regarding how we collect, use, and disclose information about you. Our Privacy Policy, as made available at www.wazeedigital.com/privacy-policy and as may be updated by Wazee Digital from time to time, is incorporated herein by reference. By agreeing to these Terms, you also agree to our Privacy Policy.

Eligibility, Registration and Account

By accessing or using the Services, you represent and warrant that you are at least 18 years old. If you are not 18 or older, you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. You also represent and warrant that you (a) have not previously been suspended or removed from the Services; and (b) that you have full power and authority to enter into this agreement on behalf of yourself or your principal and in doing so will not violate any other agreement to which you are a party.

In order to access certain areas and features of the Services, you may need to register an account. By registering an account, you represent and warrant that you do not currently have another active account for the Services and agree to: (i) provide true, accurate, current and complete information about yourself and/or your company as prompted during registration (such information being the “Account Data”); and (ii) maintain and promptly update the Account Data to keep it true, accurate, current and complete. You are responsible for maintaining the security of your account by not sharing your password with others and otherwise restricting access to your account. You are fully responsible for all activities that occur under your account and accept all risks of unauthorized access. If anything fraudulent or otherwise illegal is done with your account, we reserve the right to hold you liable for any and all damages we may suffer, either directly or as a result of action against us by a third party. You further agree to: (i) immediately notify Wazee Digital of any known or suspected unauthorized use of your account or any other breach of security; (ii) ensure that you exit from your account at the end of each session; and (iii) defend, indemnify and hold harmless Wazee Digital from any loss or damage arising from unauthorized use of your account. We may terminate your account at any time in the event of your breach of the Terms, to be determined at Wazee Digital’s sole discretion. We also reserve the right to terminate our offering of the Services for any reason (or no reason).

Ownership

Unless otherwise indicated, all aspects of the Services, including, but not limited to the design and “look and feel” thereof, and all of the content featured or displayed therein, including, but not limited to text, graphics, photographs, images, moving images, animation, sound, illustrations and software and compilations thereof, together with the Marks (as defined below), but excluding Uploaded Content as defined below, are referred to herein as “Content” and are owned by Wazee Digital and/or its licensors and/or Content providers. “WAZEE DIGITAL,” the W logo, and all other marks, product or service names and slogans owned by Wazee Digital (the “Marks”) are trademarks of Wazee Digital and may not be used without prior written permission. Any graphical marks, logos, other proprietary rights or slogans contained in the Services are trademarks of Wazee Digital’s suppliers or licensors and may not be copied, or used, in whole or in part, without prior consent of Wazee Digital or the applicable trademark owner.

All elements of the Services, including but not limited to, the Content thereof are protected by trade dress, copyright, moral rights, trademark, and other laws relating to property rights. Except as explicitly permitted under separate agreement with Wazee Digital, no portion or element of the Services or the Content may be reproduced, distributed, modified, publicly performed or displayed, transmitted, reverse engineered, decompiled, sold, sublicensed or otherwise exploited via any means or in any way, and the Services, the Content, and all related rights shall remain the exclusive property of Wazee Digital, its licensors, Content providers, distributors, and/or managers unless otherwise expressly agreed. You acknowledge and agree that you neither own nor acquire any rights in and to the Services or Content not expressly granted by these Terms or separate written agreement between you and Wazee Digital and that your use of the Services is pursuant to this scope of licensed use. Any invention created by you by exploitation of the Services or Content shall automatically transfer to Wazee Digital and you shall execute any and all legal documents necessary to perfect such transfer.

You agree that Wazee Digital is not responsible or liable for any Content available through the Services that is owned or operated by a third party (“Third-Party Content”). You access and use Third-Party Content at your own risk. Your interactions with Third-Party Content are solely between you and the third party providing the Third-Party Content.

Use of the Services and Content

Permitted Uses

As an express condition of using any of the Services, you represent and agree that you:

  • have read and understand the Terms;
  • are 18 years of age or older;
  • are a resident of the United States of America (USA) and are accessing the Services from the USA or, if you are not a resident of the USA and/or are accessing the Services from outside of the USA, you agree to waive any rights you may have under laws outside of the USA, including data privacy rights;
  • are legally capable of entering into binding contracts;
  • are not prohibited by law from using our Services and have not previously been banned, terminated or otherwise denied access to our Services by us;
  • are not acting on behalf of a person whose access to our Services has been previously terminated or otherwise denied by us; and
  • will comply with the Terms.

The Services and any Content available for viewing or licensing via the Services or from Wazee Digital are intended to be accessed and utilized solely by customers and registered users of Wazee Digital. You are specifically prohibited from: (i) copying or re-transmitting the Services or any portion thereof; (ii) downloading and/or using any of the Content available from Wazee Digital without a valid license agreement with Wazee Digital or absent other agreements between Wazee Digital and its customers; or (iii) manipulating or otherwise displaying the Services or any Content available from the Services or Wazee Digital by using framing or other navigational technology. You are also prohibited from using any data mining, automated, robotic or similar data aggregation or extraction methods or technologies on or in connection with the Services. Any unauthorized use of the Services or any Content available from the Services or Wazee Digital may violate applicable copyright and trademark laws, right of privacy or right of publicity, and/or other proprietary rights and applicable federal, state and local laws, rules, orders or regulations, which shall entitle Wazee Digital to take action against you, your employer or principal including, without limitation, seeking injunctive relief, as well as damages in the form of actual damages for loss of income, profits derived from the unauthorized use and, where appropriate, attorneys’ fees, other costs of collection, and/or statutory damages.

By accessing or using the Services, including the viewing, licensing or downloading of any Content, you agree that you will comply with all applicable laws and regulations, including all privacy, intellectual property and export laws.

You represent and warrant to Wazee Digital that you shall not use the Services for any purpose that is unlawful, prohibited by these Terms or that violates any contract, intellectual property or other third-party right. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services, including without limitation, using the Services to copy, store, host, transmit, send, use, publish or distribute any material that consists of or is linked to any spyware, computer virus, or other malicious computer software or to collect any information of the users of the Services, like names and email addresses, without such user’s written consent. You may not obtain or attempt to obtain any materials, information or Content through any means not intentionally made available or provided for through the Services, including without limitation the use of any robot, spider, crawler or other automated means not provided by Wazee Digital. You agree not to reverse engineer any aspect of the Services or do anything that might bypass or circumvent security or other measures employed to prevent or limit access to any Content or portions of the Services, except as otherwise expressly permitted by law. You agree not to attempt to use, copy, duplicate, aggregate, reverse engineer, steal or otherwise appropriate in an unauthorized way Wazee Digital’s or its licensors’ or Content providers’ intellectual property and/or their Content, logos, taglines, trademarks, service marks, copyrights and patents or the intellectual property, information or data of any third party.

You agree you shall not use the Services to contact another user to make offers to license Content outside of the Services. You further agree that you will not use information obtained from the Services to contact another user about licensing Content outside of the Services. You are liable for fees arising out of all licenses made using some or all of the Services, even if license terms are finalized or payment is made outside of the Services. If you receive an offer to license Content outside of the Services, please report it to Wazee Digital. Failure to follow the above terms may result in you being subject to a range of actions, including suspension of your account, application of fees, and recovery of Wazee Digital’s expenses (including reasonable attorneys’ fees) to monitor and enforce these Terms.

Fees

The fees we charge for using our Services are set forth in the applicable agreement between you and Wazee Digital. You must have a valid payment method on file in connection with your account. You agree to pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us, and if necessary, retain collection agencies and legal counsel at your expense.

Downloading of Content – Wazee Digital Commerce

In order to download, license and use copyrighted Content from Wazee Digital, you must enter into and agree to be bound by the terms and conditions set forth in these Terms and execute a valid license with Wazee Digital and any other applicable agreements with us governing your use of Content as determined by Wazee Digital at its sole discretion, prior to the delivery or download of such Content. In the event you receive or download Content without a valid license agreement, you must return the Content to Wazee Digital, make no public use of the Content, and retain no copies of the Content. In the event you make any commercial, editorial or public use of any Content without a valid license agreement, your use shall constitute copyright infringement and entitle Wazee Digital to all legal and equitable relief against you for such use, and you shall indemnify Wazee Digital, its licensors, suppliers, officers, directors, employees, and agents against all claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or in connection with your use or exhibition of such Content, and for your negligent or willful misconduct.

You will not attempt to remove any proprietary rights notices, including but not limited to copyright notices, embedded in the Content or anywhere on the Services. Use of the Services represents your agreement not to engage in any activity that disrupts, evades, intercepts, impedes, or violates any technology made available through the Services or that violates any applicable federal, state or local laws or regulations, or these Terms.

All license fees reflected on an invoice, quote, or order form in connection with any Content you download or otherwise receive or license from Wazee Digital include applicable fees associated with the access, processing, and fulfillment of Content through the Services. Depending on your requested or licensed use of Content and/or delivery method of Content, additional fees may apply and will be reflected on your invoice or quote associated with the Content you download or otherwise receive or license from Wazee Digital.

Content Uploaded by You

You may be permitted to upload, post, send or store videos, images, text, photographs, audio recordings, or other works and related content (collectively “Uploaded Content”) to or on the Services. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish or send through the Services any of the following:

  • Uploaded Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, abusive, inflammatory, fraudulent, false, misleading or otherwise objectionable;
  • Uploaded Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  • Uploaded Content that may infringe any patent, trademark, trade secret, copyright or other proprietary right of any party;
  • Uploaded Content that depicts extreme violence or unlawful acts;
  • Viruses, corrupted data or other harmful, disruptive or destructive files; and
  • Uploaded Content that, in the sole judgment of Wazee Digital, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Wazee Digital or its users to any harm or liability of any type.

We reserve the right without prior notice to remove or edit any Uploaded Content as a result of our determination, at our sole discretion, that such Uploaded Content is in violation of the Terms. However, we have no obligation to do so, we do not regularly review Uploaded Content and we do not warrant that all Uploaded Content on the Services complies with the Terms.

You represent and warrant that you own or otherwise control and/or have authorization to post, upload, submit, or otherwise supply your Uploaded Content, that your Uploaded Content is accurate, and that use of your Uploaded Content does not violate these Terms. Wazee Digital takes no responsibility and assumes no liability for any Uploaded Content posted, uploaded, submitted, or otherwise supplied by you or any third party.

By submitting Uploaded Content to the Services you are authorizing Wazee Digital to host, store, copy, and analyze the Uploaded Content in the manner determined by Wazee Digital. Notwithstanding the foregoing, Wazee Digital is not required to host, index, or display any Uploaded Content or any other content provided by you to Wazee Digital, and Wazee Digital may, at its sole discretion, remove or refuse to host, index or display any Uploaded Content. You may not imply that any Uploaded Content is in any way sponsored or endorsed by Wazee Digital or that Wazee Digital guarantees the accuracy of any Uploaded Content.

You may use the uploading service made available by Wazee Digital (the “Upload Service”) for the sole purpose of proving your Content to Wazee Digital. You may not use the Upload Service for any other reason. You must immediately notify us of any known unauthorized use of the Upload Service.

Syndication of Content

Wazee Digital may permit, from time to time, the embedding of, or as otherwise authorized by Agreement with Wazee Digital, certain Content available on the Services into blogs, websites and other media. Wazee Digital has the right, in its sole discretion, at any time and without notice to turn off or otherwise disable any such embedded Content. Any individual who syndicates or embeds Content from the Services expressly agrees to be bound by these Terms.

Feedback and Other Submissions

You may submit questions, comments, feedback, suggestions, and other information regarding the Services ("Submissions"). You acknowledge and agree that Submissions are non-confidential and will become the sole property of Wazee Digital. You agree to execute any documentation required by Wazee Digital to confirm such assignment to Wazee Digital.

Disclaimer & Limitation of Liability

THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WAZEE DIGITAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND CONTENT.

WAZEE DIGITAL MAKES NO WARRANTY THAT: (I) THE SERVICES SHALL MEET YOUR REQUIREMENTS; (II) THE SERVICES SHALL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE CONTENT OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES SHALL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE OR RELIABLE; (IV) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED, LICENSED OR OTHERWISE OBTAINED BY YOU THROUGH THE SERVICES SHALL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE CONTENT OR SERVICES SHALL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WAZEE DIGITAL OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY, UNLESS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS OR IN ANY APPLICABLE AGREEMENT, BETWEEN YOU AND WAZEE DIGITAL. WAZEE DIGITAL IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY.

OTHER THAN AS EXPRESSLY STATED IN THE PRIVACY POLICY, WAZEE DIGITAL MAKES NO WARRANTIES AS TO PRIVACY OR SECURITY.

NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, GIVEN BY A WAZEE DIGITAL AGENT OR REPRESENTATIVE SHALL CREATE A WARRANTY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAZEE DIGITAL OR ITS CONTENT PROVIDERS BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RESULTING FROM YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM WAZEE DIGITAL, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR CONTENT, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO WAZEE DIGITAL RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WAZEE DIGITAL, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED $500.

Indemnity

You shall defend, indemnify and hold harmless Wazee Digital, its subsidiaries, affiliates, licensors, Content providers and their respective officers, directors, employees, agents, successors and assigns, from any and all loss, damage, liability, cost and expense, including without limitation attorneys’ fees and costs, (each a “Claim”) incurred by any or all of them arising out of or related to (a) your breach of these Terms; (b) your use of the Services and Content, including any Claim related to your Uploaded Content; (c) your violation of any rights of another; or your conduct in connection with the Services.

Notice and Procedure for Making Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512, notifications of claimed copyright infringement on the Services should be sent to our designated agent. If you believe that your work has been used in a way that may constitute copyright infringement, please provide Wazee Digital’s designated agent the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Services;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

To report alleged copyright infringements, please contact legal@wazeedigital.com.

Modifications to the Services

Wazee Digital reserves the right to modify or discontinue, temporarily or permanently, the Services, or any features or portions of the Services, without prior notice. You agree that Wazee Digital will not be liable for any modification, suspension or discontinuance of the Services, or any part of the Services.

Termination

Wazee Digital reserves the right, without notice and in its sole discretion, to terminate your license to use the Services and to block or prevent your future access to, and use of, the Services.

The Disclaimer & Limitation of Liability, Indemnity, Arbitration, and Miscellaneous sections of the Terms shall survive termination of the Terms for any reason.

Arbitration

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH WAZEE DIGITAL AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WAZEE DIGITAL.

You and Wazee Digital agree to arbitrate any dispute arising from these Terms or your use of the Services, except that you and Wazee Digital are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.

You and Wazee Digital agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Wazee Digital shall be sent to legal@wazeedigital.com. You and Wazee Digital further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Denver, Colorado; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts in Colorado have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND WAZEE DIGITAL WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

IF YOU ARE A NEW USER OF THE SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE BY EMAILING US A WRITTEN NOTICE TO OPT-OUT ("OPT-OUT NOTICE") AT LEGAL@WAZEEDIGITAL.COM. THE OPT-OUT NOTICE MUST BE SENT NO LATER THAN 30 DAYS AFTER THE DATE YOU FIRST USE THE SERVICES AND ACCEPT THE TERMS.

Miscellaneous

These Terms shall be governed by and construed pursuant to the laws of the State of Colorado, without regard to such state’s conflicts of law rules. To the extent the arbitration provision above does not apply (if ever), the courts located in Colorado shall have exclusive jurisdiction over these Terms and you agree to submit to the personal and exclusive jurisdiction of such courts. The failure of Wazee Digital to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and, in any case, the remainder of the Terms shall continue in effect. Unless otherwise specified herein, these Terms and any other mutually executed agreement between you and Wazee Digital, constitute the entire understanding between you and Wazee Digital with respect to the Services and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Wazee Digital with respect to the Services.

Contact Information

All questions regarding the Terms should be directed to Wazee Digital at: legal@wazeedigital.com or by calling (866) 815-6599.

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