Terms of Use

TERMS OF SERVICE

Last Modified November 26, 2019

THESE TERMS AND SERVICES DESCRIBE THE LEGAL AGREEMENT BETWEEN YOU AND WAKE ROBBIN, INC (“COMPANY”) WHICH GOVERN YOUR ACCESS TO AND USE OF THIS SITE(COLLECTIVELY, THE “SITE”), ANY RELATED SERVICES, CONTENT AND COMPANY PROVIDED APPLICATIONS INCLUDING INTEGRATIONS (“APPS”). BY USING THE SITES, REGISTERING FOR COMPANY’S SERVICES, OR PURCHASING PRODUCTS OR USING THE APPS OR CONTENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SITE, SERVICES OR APPS. YOU MUST BE 13 YEARS OLD TO USE SITES, SERVICES APPS, OR CONTENT. 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” WILL REFER TO SUCH ENTITY.

ALL ITEMS ON OUR WEBSITE FOR PURCHASE ARE SUBJECT TO AVAILABILITY. SOME ITEMS MAY BE SOLD PRIOR TO THE WEBSITE INDICATING SAME AND SOME ITEMS MAY NOT BE FOUND

1. SERVICES AND USER TYPES.

“Services” consist of online content and purchase of products online. You are either a:

• “Visitor” – User who accesses the Sites but does not register
• “Registered User” – User who signs up for an account with the Company
• “Customer” – Visitor who purchases Company Products

The Company, at its sole discretion, will provide users access to certain content. (“Free Services”). If you are a Customer, then you will have access to purchase products. Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.

2. ENTIRE AGREEMENT.

“Agreement” means this Terms of Use.

This Agreement constitutes the entire agreement between the parties with respect to your access and use of the Services. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter and prevails over any conflicting terms contained in any documents, communications or discussions.

3. COMPANY IS NOT RESPONSIBLE FOR YOUR OR THIRD PARTY CONTENT.

Company may provide links to publicly available content to use with the Services but is not responsible in any manner for such publicly available content.

In connection with your use of the Services you agree that the following is expressly prohibited:

• any Content that defames, abuses, harasses, stalks, threatens, or violates the legal rights of others;
• any Content that contains explicit or obscene language or sexually explicit images;
• any Content that uses racially, ethnically, or otherwise offensive language;
• sending altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
• misrepresenting yourself or affiliation with an entity;
• infringing the intellectual property rights of a third party;
• or violating or encouraging others to violate any applicable laws or regulations;
• Content that violates this Agreement

If you are a user of Company Content, you acknowledge that Company owns and will retain ownership of all right, title, and interest in such Company Content including intellectual property rights therein. You claim no ownership of Company Content.

If you are a user of Content posted by a third party on the Services (“Third Party Content”), you acknowledge that Company does not approve, endorse, monitor, verify, or take responsibility for any such Third Party Content. You agree that the third party posting the Third Party Content is solely responsible for it and that the Company is not liable for any Third Party Content. COMPANY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

4. THIS IS A LIMITED USE LICENSE.

Company hereby grants you a limited, revocable, non-exclusive, non-transferrable (except as provided below) license to use the Services solely for your personal or internal business use during the term of this Agreement.

You acknowledge that Company reserves all rights relating to the Services not expressly granted to you herein. You will not nor permit anyone else to:

• share your login ID for the Services with other users (each user must have their own login ID) or any other person;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services;
• copy, reproduce, modify, translate, or create derivative works based on the Services;
• rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services;
• use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
• use or launch any automated system, including without limitation, robots, spiders, or offline readers, to access the Services or any information therein;
• use the Services to upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages, including Commercial Electronic Marketing Messages as defined in US CAN SPAM Act;
• use the Services to transmit any malware, Trojan horses, worms or viruses or any destructive or malicious code;
• access another user’s account, circumvent standard access to the Services, or attempt to gain unauthorized access to the Services;
• use the Services for the benefit of a competitive offering to any of the Services or intentionally harm or discredit the Company or the Services;
• imitate the look and feel of the Services, remove any proprietary notices from Services, or duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of the Services.

If you violate any of the license restrictions above, Company may, in addition to all of its other rights herein and at law and in equity, immediately terminate this Agreement without notice or liability to you. Company reserves the right to refuse service to anyone for any reason at any time.

5. YOU AGREE TO RECEIVE COMMUNICATIONS FROM THE COMPANY.

By using the Services, you consent to receiving electronic communications from Company. You may also send electronic communication to Company as specified in the Agreement. These electronic communications may include without limitation notices about products, your account, reports of security violations, your violations of the Agreement, changes to Services, availability of new products and services, or other information relating to Company.

6. YOU ARE RESPONSIBLE FOR YOUR PASSWORDS.

If you are a Registered User, you are responsible for safeguarding your password that you use to access Services and you agree not to disclose it to any third party. If you suspect your password has been compromised, you need to promptly change it. You will notify Company immediately of any unauthorized use of your Company account. You hereby take responsibility for all actions taken under your account by you or any third parties including any abuse, unauthorized use, and resulting fees.

7. YOU WILL ASSIGN YOUR SUGGESTION(S), IF ANY, TO COMPANY.

Although you are in no way obligated to do so, if you do choose to share an idea, content, suggestions, information or feedback relating to the Services (“Suggestion”), including, but not limited to, content submitted to Company via support tickets, email, chat or other form, then you hereby assign, transfer and convey to Company, all worldwide right, title and interest in and to all intellectual property rights in all of your Suggestions, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known. You represent and warrant that to the best of your knowledge (a) you are the sole owner of any intellectual property rights in your Suggestion(s); (b) you have the full and exclusive right to convey the entire interest in and to your Suggestion(s); and (c) your Suggestion(s) do not infringe any intellectual property right. You agree to cooperate with and assist Company, at Company’s own expense, in obtaining, sustaining, enforcing and enjoying to the fullest extent all right, title and interest conveyed herein.

8. EACH PARTY RETAINS OWNERSHIP OF PROPRIETARY INFORMATION.

The Services (including their look and feel) contain copyrighted material, trade secrets and other confidential material of Company and its licensors. Company and its licensors own and will retain ownership of all right, title, and interest in Services including intellectual property rights therein (excluding Your Content). All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. Neither party will do anything inconsistent with such title including, but not limited to, transferring, loaning, selling, assigning, pledging, or otherwise disposing, encumbering, or suffering a lien or encumbrance upon or against any interest in the other party’s rights.

9. THE PARTIES AGREE TO PROTECT CONFIDENTIAL INFORMATION.

You and Company may share confidential information. “Confidential Information” means proprietary information, including, without limitation, non-public product, technical and business information and your usage data from the Services, received by a party during, or prior to entering into, this Agreement that is either marked confidential or that the receiving party should reasonably know is confidential or proprietary given the circumstances. Either party may disclose the existence of this Agreement, but any non-public pricing or terms for Services will be considered Confidential Information. “Confidential Information” will not include any information which a party can demonstrate: (a) was previously known to the other party; (b) is or becomes publicly available, through no fault of such other party; (c) is disclosed to such other party by a third party having no obligation of confidentiality to the party which originated the Confidential Information; (d) is disclosed by its owner to any third party without obligation of confidentiality; or (e) is independently developed by such other party without reference to the Confidential Information. The receiving party of Confidential Information agrees to (i) protect the secrecy of and to avoid disclosure and unauthorized use of the disclosing party’s Confidential Information to the same degree that it takes to protect its own Confidential Information and in no event less than reasonable care, and (ii) use Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Upon termination or expiration of this Agreement, at either party’s request the other party will return or destroy all written materials that contain any Confidential Information of the other party and will certify that has returned or destroyed such confidential information. Either party may disclose confidential information pursuant to subpoena or other request from law enforcement agency.

10. OMITTED.

11. COMPANY IS NOT RESPONSIBLE FOR DEVICES OR INTERNET.

Services depend on third party network and Internet providers and device manufacturers that are outside of Company’s control. You acknowledge that Company will not be responsible or liable for performance or non-performance as a result of such networks or devices. You understand that the processing and transmission of the Services, including Your Content, may involve transmissions over various networks and unencrypted transfer to a network or device. You understand that the third party networks or devices may change their technical requirements interfering with the operation of the Services.

12. OMITTED.

13. SERVICES AND PRODUCTS ARE PROVIDED AS-IS

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, THE SERVICES AND PROCUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND COMPANY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. COMPANY AND ITS LICENSORS DO NOT WARRANT THAT SERVICES WILL MEET ANY OF YOUR SPECIFIC REQUIREMENTS OR BE ACCURATE, RELIABLE, SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR INTEROPERATE WITH ANY OTHER HARDWARE OR SOFTWARE. ANY USE OF THE SERVICES TO ENGAGE IN TRANSACTIONS OR COMMUNICATE WITH ANY CONTACTS OR OTHER THIRD PARTY IS AT YOUR SOLE RISK.

14. BOTH PARTIES AGREE TO LIMIT LIABILITY.

EXCEPT FOR YOUR BREACH OF ANY OF YOUR OBLIGATIONS IN SECTION 4 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS OR GOODWILL, LOST DATA OR CONTENT, DATA BREACHES, LOST CUSTOMERS, BUSINESS INTERRUPTION OR REPLACEMENT SERVICES, IN CONNECTION WITH THE SERVICES OR FROM YOUR USE OF OR INABILITY TO USE SERVICES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE REMEDIES PROVIDED FOR HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO COMPANY DURING THE 6-MONTH PERIOD BEFORE THE DATE ON WHICH ANY CLAIM AROSE.

15. OMITTED

16. Omitted

18. HANDLING OF EU PERSONAL DATA.

With respect to the processing of personal data relating to data subjects located in the European Economic Area (including the United Kingdom as of the Last Modified Date of these Terms) by Company solely on your behalf, the terms of the Data Processing Addendum shall apply.

The following terms have the meanings given in the General Data Protection Regulation (EU) 2016/679: “personal data”, “data subject” and “process”.). To the extent you are an individual, you hereby expressly grant consent to Company to: (a) process your personal data (including sensitive personal data) in accordance with the Privacy Policy and to collect, use, and disclose such personal data in order deliver Services and otherwise in accordance with the terms herein; (b) disclose your personal data (including sensitive personal data) to the categories of recipients described in the Privacy Policy; (c) transfer your personal data (including sensitive personal data) throughout the world, including to the United States and other countries that do not ensure adequate protection for personal data (as determined by the European Commission); and (d) disclose your personal data (including sensitive personal data) to comply with lawful requests by public authorities, including to meet national security or law enforcement requirements.

19. OMITTED

22. PARTIES AGREE TO ARBITRATE DISPUTES.

IN THE EVENT OF A DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR TO COMPANY, THE COMPLAINING PARTY SHALL NOTIFY THE OTHER PARTY IN WRITING THEREOF. WITHIN THIRTY (30) DAYS OF SUCH NOTICE, BOTH PARTIES SHALL MEET AT AN AGREED LOCATION IN JACK, MISSISSIPPI OR VIA PHONE CONFERENCE OR OTHER PHONE OR INTERNET SERVICE TO ATTEMPT TO RESOLVE THE DISPUTE IN GOOD FAITH. SHOULD THE DISPUTE NOT BE RESOLVED WITHIN THIRTY (30) DAYS AFTER SUCH NOTICE, THE COMPLAINING PARTY SHALL SEEK REMEDIES EXCLUSIVELY THROUGH ARBITRATION, IN JACKSON, MISSISSIPPI AND IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT TO THE EXTENT APPLICABLE. THE DEMAND FOR ARBITRATION SHALL BE MADE WITHIN A REASONABLE TIME AFTER THE CLAIM, DISPUTE OR OTHER MATTER IN QUESTION HAS ARISEN, AND IN NO EVENT SHALL IT BE MADE AFTER THE MISSISSIPPI STATUTE OF LIMITATION FOR THE AFORMENTIONED CLAIMS HAS LAPSED. EACH PARTY SHALL BEAR ITS OWN COSTS AND FEES FOR THE ARBITRATION. THE ARBITRATORS’ AWARD SHALL BE THE SOLE AND EXCLUSIVE REMEDY BETWEEN THE PARTIES.

24. PARTIES AGREE TO MISSISSIPPI LAW.

The Agreement will be governed by the laws of the STATE OF MISSISSIPPI without regard to that body of law controlling conflicts of law. In the event that arbitration of a dispute or claim is not deemed applicable or enforceable, the parties agree to submit to the jurisdiction of the federal and state courts located in RANKIN County, MISSISSIPPI. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

25. THIS AGREEMENT MAY CHANGE.

COMPANY MAY FROM TIME TO TIME MODIFY THE AGREEMENT OR THE SERVICES. COMPANY WILL POST NOTICE OF CHANGES TO THE AGREEMENT ON THE SITES.

26. BOTH PARTIES AGREE TO THE FOLLOWING GENERAL PROVISIONS.

• The Agreement does not establish the parties as business partners or agents of the other, and neither party has the right to bind the other on any third-party agreement.
• Each party may enforce each of its respective rights under the Agreement even if the party has waived the right or delayed or failed to enforce the same or other rights in the past. All waivers must be in writing and signed by the party waiving its rights.
• If any part of the Agreement is found unenforceable by a court of competent jurisdiction, the rest of the Agreement will nonetheless continue in effect, and both parties agree that the unenforceable provisions will be modified so as to best accomplish the objectives of the Agreement within the limits of applicable law.
• To the extent permitted by applicable law, both parties rights and remedies provided herein are cumulative and in addition to any other rights and remedies at law or equity.
• The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word “including” in the Agreement shall be read to mean “including without limitation.”
• Neither party may assign any of its rights or obligations hereunder, except in connection with a merger or acquisition. The Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.
• Both parties agree that any notices, agreements, disclosures or other communications that the other party sends to it electronically will satisfy any legal communication requirements, including that such communications be in writing, provided that any communication to you is sent to the email address provided on your account and that any communication to Company is send to the applicable email address specified in the Agreement.