Terms of Service
Effective: January 11, 2020
THIS TERMS OF SERVICE (together with
Business
Terms below) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU OR USER AND WOODPECKER NETTWORK
INC., A MD CORPORATION ("WNI," "WE," "US," OR "OUR"). PLEASE
READ THE TERMS AND CONDITIONS CAREFULLY.
This Agreement apply to your
access or use of the WNI websites, mobile sites, and applications
(collectively, the "Sites") and the contents, features, communications
(e.g., emails, phone calls, and texts) and services (collectively, the
"Services") made available by WNI. WNI Services are offered to you
conditioned on your acceptance without modification of the terms,
conditions, and notices contained herein (the "Terms"). Your
use of the Services constitutes your agreement to all such Terms.
Please read these terms carefully, and keep a copy of them for your
reference. By accessing or using the Services, you are agreeing to
these Terms, which form a legally binding contract with WNI. DO NOT
ACCESS OR USE THE SERVICES IF YOU ARE UNWILLING OR UNABLE TO BE BOUND
BY THE TERMS.
1. Privacy
Your use of WNI Services are subject to WNI's Privacy Policy.
Please review our
Privacy Policy, which also
governs the Site and informs users of our data collection practices.
2. Electronic Communications
Visiting WNI Sites or sending emails to WNI constitutes
electronic communications, You consent to receive electronic
communications and you agree that all agreements, notices, disclosures
and other communications that we provide to you electronically, via
email and on the Site, satisfy any legal requirement that such
communications be in writing.
3. Your Account
If you use WNI Site, you are responsible for maintaining
the confidentiality of your account and password and for restricting
access to your computer, and you agree to accept responsibility for
all activities that occur under your account or password. You may not
assign or otherwise transfer your account to any other person or
entity. You acknowledge that WNI is not responsible for third party
access to your account that results from theft or misappropriation of
your account. WNI and its associates reserve the right to refuse or
cancel service, terminate accounts, or remove or edit content in our
sole discretion.
4. Children
Our Services are not intended for children under 13 years of
age and we do not knowingly collect personally identifiable
information from children under the age of 13. If you are under the
age of 13, you must ask your parent or guardian for permission to use
WNI Services.
5. Links to Third Party Sites/Third Party Services
WNI Sites may contain links to
other websites ("Linked Sites"). The Linked Sites are not
under the control of WNI Inc and WNI is not responsible for the
contents of any Linked Site, including without limitation any link
contained in a Linked Site, or any changes or updates to a Linked
Site. WNI is providing these links to you only as a convenience, and
the inclusion of any link does not imply endorsement by WNI of the
site or any association with its operators.
Certain services made available
via our Sites are delivered by third party sites and organizations. By
using any product, service or functionality originating from our
Sites, you hereby acknowledge and consent that WNI may share such
information and data with any third party with whom WNI has a
contractual relationship to provide the requested product, service or
functionality on behalf of Site users and customers.
6. No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive,
non-transferable, revocable license to access and use WNI Sites
strictly in accordance with these terms of use. As a condition of your
use of the Sites, you warrant to WNI that you will not use the Sites
for any purpose that is unlawful or prohibited by these Terms. You may
not use the Sites in any manner which could damage, disable,
overburden, or impair the Site or interfere with any other
party's use and enjoyment of the Sites. You may not obtain or
attempt to obtain any materials or information through any means not
intentionally made available or provided for through the Sites.
All content included as part of
the Service, such as text, graphics, logos, images, as well as the
compilation thereof, and any software used on the Sites, are the
property of WNI or its suppliers and protected by copyright and other
laws that protect intellectual property and proprietary rights. You
agree to observe and abide by all copyright and other proprietary
notices, legends or other restrictions contained in any such content
and will not make any changes thereto.
You will not modify, publish,
transmit, reverse engineer, participate in the transfer or sale,
create derivative works, or in any way exploit any of the content, in
whole or in part, found on the Sites. WNI content is not for resale.
Your use of the Sites does not entitle you to make any unauthorized
use of any protected content, and in particular you will not delete or
alter any proprietary rights or attribution notices in any content.
You will use protected content solely for your personal use, and will
make no other use of the content without the express written
permission of WNI and the copyright owner. You agree that you do not
acquire any ownership rights in any protected content. We do not grant
you any licenses, express or implied, to the intellectual property of
WNI or our licensors except as expressly authorized by these Terms.
7. Use of Communication Services
WNI Sites may contain bulletin
board services, chat areas, news groups, forums, communities, personal
web pages, calendars, and/or other message or communication facilities
designed to enable you to communicate with the public at large or with
a group (collectively, "Communication Services"). You agree
to use the Communication Services only to post, send and receive
messages and material that are proper and related to the particular
Communication Service.
By way of example, and not as a
limitation, you agree that when using a Communication Service, you
will not: defame, abuse, harass, stalk, threaten or otherwise violate
the legal rights (such as rights of privacy and publicity) of others;
publish, post, upload, distribute or disseminate any inappropriate,
profane, defamatory, infringing, obscene, indecent or unlawful topic,
name, material or information; upload files that contain software or
other material protected by intellectual property laws (or by rights
of privacy of publicity) unless you own or control the rights thereto
or have received all necessary consents; upload files that contain
viruses, corrupted files, or any other similar software or programs
that may damage the operation of another's computer; advertise or
offer to sell or buy any goods or services for any business purpose,
unless such Communication Service specifically allows such messages;
conduct or forward surveys, contests, pyramid schemes or chain
letters; download any file posted by another user of a Communication
Service that you know, or reasonably should know, cannot be legally
distributed in such manner; falsify or delete any author attributions,
legal or other proper notices or proprietary designations or labels of
the origin or source of software or other material contained in a file
that is uploaded; restrict or inhibit any other user from using and
enjoying the Communication Services; violate any code of conduct or
other guidelines which may be applicable for any particular
Communication Service; harvest or otherwise collect information about
others, including e-mail addresses, without their consent; violate any
applicable laws or regulations.
WNI has no obligation to
monitor the Communication Services. However, WNI reserves the right
to review materials posted to a Communication Service and to remove
any materials in its sole discretion. WNI reserves the right to
terminate your access to any or all of the Communication Services at
any time without notice for any reason whatsoever.
WNI reserves the right at all
times to disclose any information as necessary to satisfy any
applicable law, regulation, legal process or governmental request, or
to edit, refuse to post or to remove any information or materials, in
whole or in part, in WNI's sole discretion.
Always use caution when giving
out any personally identifying information about yourself or your
children in any Communication Service. WNI does not control or
endorse the content, messages or information found in any
Communication Service and, therefore, WNI specifically disclaims any
liability with regard to the Communication Services and any actions
resulting from your participation in any Communication Service.
Managers and Business owners are not authorized WNI spokespersons,
and their views do not necessarily reflect those of WNI.
Materials uploaded to a
Communication Service may be subject to posted limitations on usage,
reproduction and/or dissemination. You are responsible for adhering to
such limitations if you upload the materials.
8. Use of Communication Services
The Services may permit you to
submit, transmit, post or otherwise provide content, including, but
not limited to, reviews, comments, ratings, photos, images, videos,
sounds, text, data, links and location information; send emails and
other communications; and submit suggestions, ideas, comments,
questions, or other information (“User Content”). Any such User
Content must not be illegal, threatening, obscene, racist, defamatory,
libelous, pornographic, infringing of intellectual property rights,
promoting of illegal activity or harm to groups and/or individuals,
invasive of a third party’s publicity or privacy rights, purposely
false or otherwise injurious to third parties, or objectionable and
must not consist of or contain software, computer viruses, commercial
solicitation, political campaigning, chain letters, mass mailings, any
form of “spam” or references to illegal activity, malpractice,
purposeful overcharging, false advertising, or health code violations
(e.g., foreign objects in food, food poisoning, etc.). Your User
Content should be unbiased and objective. You may not submit reviews,
comments or ratings for which you are being compensated in any manner,
or for your own Business or any Business of your employer, friend,
relative or a competitor. You may not use a false email address,
impersonate any person or entity, or otherwise mislead as to the
origin of User Content. The name or handle you choose to provide to
WNI may be displayed publicly with such User Content. WNI reserves
the right (but has no obligation) to monitor, remove, or edit User
Content in WNI’s sole discretion, including if User Content violates
this Agreement (including any WNI Policies), but you acknowledge that
WNI may not regularly review submitted User Content. If you do submit
User Content, and unless we indicate otherwise, you grant WNI a
nonexclusive, perpetual, royalty-free, irrevocable, and fully
sublicensable (through multiple tiers, including Business owners,
partners and other third party websites and feeds) right to use,
modify, reproduce, adapt, translate, publish, create derivative works
from, distribute, display, and otherwise exploit such User Content
throughout the world in any media, and, where applicable, you hereby
waive any privacy or publicity rights or any similar rights in an
individual’s name or likeness in addition to any moral or other rights
you may have in the User Content you submit in favor of WNI. You
represent that you own, or have the necessary permissions to use and
authorize the use of User Content as described herein. WNI takes no
responsibility and assumes no liability for any User Content submitted
by you or any other User or third party, nor do we guarantee any
confidentiality with respect to User Content.
No compensation will be paid
with respect to the use of your Submission, as provided herein. WNI
is under no obligation to post or use any Submission you may provide
and may remove any Submission at any time in WNI's sole
discretion.
9. Modifications to Services.
WNI reserves the right, in its
sole discretion, to modify the Services from time to time and without
notice, including, without limitation, by removing, adding, or
modifying portions of the WNI Sites, and/or Merchants. WNI shall
have no liability to you for any of the foregoing actions. If you
object to any such changes, your sole recourse shall be to cease using
the Services. Continued use of the Services following any such changes
shall indicate your acknowledgment of such changes and satisfaction
with all the Services.
10. Technology Requirements
Use of the Services requires
Internet access through your computer or mobile device. You are
responsible for all mobile carrier data or text message charges
resulting from your use of the Services, including from any
notifications provided by the Services. In order to use the text
message based services, you must maintain an active account with a
carrier of electronic communications through mobile devices and you
may not use a prepaid cellular phone to access such text message
services. WNI does not guarantee that the Services will be compatible
with all devices or will be supported by all mobile carriers. You may
be required to have JavaScript (or similar technologies) enabled to
use the WNI Sites, and some features and portions of the WNI Sites
(including, but not limited to, making, modifying, or canceling
reservations) may not be accessible with JavaScript disabled.
11. Use Restrictions
11.1. You will only use the
Services for lawful purposes; you will not use the Services for
sending or storing any unlawful material or for deceptive or
fraudulent purposes; and you will not engage in conduct that harms
other Users, WNI employees, or our community.
11.2. You will only use the
Services in accordance with all applicable laws, including copyrights,
trade secrets, or other rights of any third party, including privacy
or publicity rights.
11.3. You will only access the
Services using means explicitly authorized by WNI.
11.4. You will not use another
User’s account, impersonate any person or entity, or forge or
manipulate headers or identifiers to disguise the origin of any
content transmitted through the Services.
11.5. You will not use the
Services to cause nuisance, annoyance or inconvenience.
11.6. You will not use the
Services, or any content accessible through the Services, for any
commercial purpose, including but not limited to contacting,
advertising to, soliciting or selling to, any Merchant, user or
Contractor, unless WNI has given you prior permission to do so in
writing.
11.7. You will not copy or
distribute the Software or any content displayed through the Services,
including Merchants’ menu content and reviews, for republication in
any format or media.
11.8. You will not compile,
directly or indirectly, any content displayed through the Services
except for your personal, noncommercial use.
11.9. The information you
provide to us when you register for an account or otherwise
communicate with us is accurate, you will promptly notify us of any
changes to such information, and you will provide us with whatever
proof of identity we may reasonably request.
11.10. You will keep secure and
confidential your account password or any identification credentials
we provide you which allows access to the Services.
11.11. You will use the Software
and Services only for your own use and will not directly or indirectly
resell, license or transfer the Software, Services or content
displayed by the Services to a third party.
11.12. You will not use the
Services in any way that could damage, disable, overburden or impair
any WNI server, or networks connected to any WNI server.
11.13. You will not attempt to
gain unauthorized access to the Services and/or to any account,
resource, computer system, and/or network connected to any WNI
server.
11.14. You will not probe, scan,
or test the vulnerability of any system or network or breach or
circumvent any security or authentication measures WNI may use to
prevent or restrict access to the Services or use of the Services or
the content therein.
11.15. You will not use any
deep-link, robot, spider, scraper, or other automatic or manual
device, process, or means to access, copy, search, or monitor any
portion of the Services or WNI Content, except as expressly
authorized by WNI.
11.16. You will not reverse
engineer, decompile, disassemble, or otherwise seek to obtain the
source code or non-public APIs to the Services, except to the extent
expressly permitted by applicable law.
11.17. You will not conduct any
systematic retrieval of data or other content from the Services.
11.18. You will not try to harm
other Users, WNI, or the Services in any way whatsoever.
11.19. You will report any
errors, bugs, unauthorized access methodologies or any breach of our
intellectual property rights that you uncover in your use of the
Services.
12. International Users
The Service is controlled,
operated and administered by WNI from our offices within the USA. If
you access the Service from a location outside the USA, you are
responsible for compliance with all local laws. You agree that you
will not use the WNI Content accessed through the Sites in any
country or in any manner prohibited by any applicable laws,
restrictions or regulations.
13. Indemnification
You agree to indemnify, defend
and hold harmless WNI, its officers, directors, employees, agents and
third parties, for any losses, costs, liabilities and expenses
(including reasonable attorney's fees) relating to or arising out
of your use of or inability to use the Site or services, any user
postings made by you, your violation of any terms of this Agreement or
your violation of any rights of a third party, or your violation of
any applicable laws, rules or regulations. WNI reserves the right, at
its own cost, to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, in which event you
will fully cooperate with WNI in asserting any available defenses.
14. Arbitration
In the event the parties are not
able to resolve any dispute between them arising out of or concerning
these Terms and Conditions, or any provisions hereof, whether in
contract, tort, or otherwise at law or in equity for damages or any
other relief, then such dispute shall be resolved only by final and
binding arbitration pursuant to the Federal Arbitration Act, conducted
by a single neutral arbitrator and administered by the American
Arbitration Association, or a similar arbitration service selected by
the parties, in a location mutually agreed upon by the parties. The
arbitrator's award shall be final, and judgment may be entered
upon it in any court having jurisdiction. In the event that any legal
or equitable action, proceeding or arbitration arises out of or
concerns these Terms and Conditions, the prevailing party shall be
entitled to recover its costs and reasonable attorney's fees. The
parties agree to arbitrate all disputes and claims in regards to these
Terms and Conditions or any disputes arising as a result of these
Terms and Conditions, whether directly or indirectly, including Tort
claims that are a result of these Terms and Conditions. The parties
agree that the Federal Arbitration Act governs the interpretation and
enforcement of this provision. The entire dispute, including the scope
and enforceability of this arbitration provision shall be determined
by the Arbitrator. This arbitration provision shall survive the
termination of these Terms and Conditions.
15. Class Action Waiver
Any arbitration under these
Terms and Conditions will take place on an individual basis; class
arbitrations and class/representative/collective actions are not
permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE
OTHER ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE
PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION
AGAINST THE OTHER. Further, unless both you and WNI agree otherwise,
the arbitrator may not consolidate more than one person's claims,
and may not otherwise preside over any form of a representative or
class proceeding.
16. Liability Disclaimer
THE INFORMATION, SOFTWARE,
PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY
INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY
ADDED TO THE INFORMATION HEREIN. WNI INC AND/OR ITS SUPPLIERS MAY
MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
WNI INC AND/OR ITS SUPPLIERS
MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY,
AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE,
PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY
PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH
INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE
PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.
WNI INC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND
CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS,
SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT SHALL WNI INC AND/OR ITS SUPPLIERS BE
LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,
CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH
THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE
PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION,
SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE
SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF
WNI INC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY
OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE
DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS
OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE
SITE.
17. Termination/Access Restriction
WNI reserves the right, in its
sole discretion, to terminate your access to the Sites and the related
services or any portion thereof at any time, without notice.
18. No-Show Policy
WNI is committed to providing
superior quality services to Users and Merchants. Your account will be
suspended If you failed to pick up your order 3 times in 12 months
period. Your may not be restored once suspended.
19. Choice of Law
To the maximum extent permitted
by law, this agreement is governed by the laws of the State of
Maryland and you hereby consent to the exclusive jurisdiction and
venue of courts in Maryland in all disputes arising out of or
relating to the use of the Site. Use of the Site is unauthorized in
any jurisdiction that does not give effect to all provisions of these
Terms, including, without limitation, this section.
You agree that no joint venture,
partnership, employment, or agency relationship exists between you and
WNI as a result of this agreement or use of the Site. WNI's
performance of this agreement is subject to existing laws and legal
process, and nothing contained in this agreement is in derogation of
WNI's right to comply with governmental, court and law
enforcement requests or requirements relating to your use of the Site
or information provided to or gathered by WNI with respect to such
use. If any part of this agreement is 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 will be deemed
superseded by a valid, enforceable provision that most closely matches
the intent of the original provision and the remainder of the
agreement shall continue in effect.
Unless otherwise specified
herein, this agreement constitutes the entire agreement between the
user and WNI with respect to WNI Service and it supersedes all prior
or contemporaneous communications and proposals, whether electronic,
oral or written, between the user and WNI with respect to the WNI
Service. A printed version of this agreement and of any notice given
in electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to this agreement to the same
extent and subject to the same conditions as other business documents
and records originally generated and maintained in printed form. It is
the express wish to the parties that this agreement and all related
documents be written in English.
20. Additional Terms for Business Accounts
(WNI for Business)
This is "Business
Terms", in addition to the Terms of Service above, govern your
access to and use of your Business Account. In the event of any
conflict between these Business Terms and the Terms of Service, the
Business Terms apply.
In order to access Business
Account or WNI for Business, you agree that
- you have authority to act on behalf of the business and bind
the business to the Business Terms
- you allow WNI to showcase your Business information and
allow WNI to place order on behalf of your Business
- WNI will not monitor accuracy of your Business content and
you are responsible for correctness, completeness and accuracy of the
contents for your Business
- you will honor and fulfill order placed at WNI (web, mobile
and store), responsible for the quality of the order and resolve any
issue related to the order
- you will honor loyalty, promotion or any incentive applied at
WNI (web, mobile and store) on behalf of your Business
- you will access Business account only in the capacity of
authorized representative of your Business
- you grant WNI a non-transferable, non-exclusive,
royalty-free limited license to display your public website on the
Services, or allow for its display through iframes or other framing
technology
- you agree that we may contact you, including by phone, email,
text or postal mail, using the contact information you provide us,
make publicly available, or that we have on record for your business,
and that our communications (including phone calls) with you may be
monitored and recorded for quality purposes
- you will not use the Consumer Site (WNI website, mobile
apps) for business activities, including but not limited to flagging
reviews or messaging people who have reviewed your Business or your
Business's Competitor
- you will not use any WNI trademark or service mark in any
manner without WNI prior written consent
- you will not misrepresent your identity or affiliation to
anyone in connection with WNI
21. Changes to Terms
WNI reserves the right, in its
sole discretion, to change the Terms under which the Sites are
offered. The most current version of the Terms will supersede all
previous versions. WNI encourages you to periodically review the
Terms to stay informed of our updates.
22. Contact Us
If you have any questions or concerns relating to this Terms and
Conditions, please contact us at
contact online