Last Modified: December 18, 2018
THIS AGREEMENT CONTAINS AN ARBTIRATION CLAUSE (SECTION 15) AND CLASS ACTION WAIVER (SECTION 16) TO RESOLVE ANY DISPUTE RELATED TO THE WEB VALUE SITE OR SERVICE PROVIDED BY WEB VALUE.
Please read the following carefully. This document is a legal agreement between Web Value and you (“you”, “your”, or the “End User” which expressions shall include any authorized users unless the context indicates otherwise). Your access to the Service is subject to all the terms, conditions, limitations and waivers below. You acknowledge and agree that by downloading, installing, and/or accessing any part of the Service, you will be unconditionally bound by all the terms and conditions in this Agreement. If you do not agree to this Agreement, then you have no right to access, participate in, or use the Service or related services.
The stated purpose of this Agreement is to provide for a revocable, non-exclusive, limited license (in accordance with Section 4), to End User, for the duration of this agreement, to allow End User to download, install, and access Web Value’s proprietary technology onto End User’s website browser, provided End User first agrees to all the terms and conditions in this Agreement, and such usage is at all times in accordance with this Agreement. The Service provided by Web Value helps block advertisements and tracking technologies while End User browses websites with the Web Value software extension installed.
NOW, therefore, for good and adequate consideration, the receipt of which is acknowledged, the parties agree as follows:
1. LEGAL AGREEMENT
1.2. By accepting or agreeing to this Agreement, including by using the Service, on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “End User”, “You” and “Your” will refer and apply to that company or other legal entity.
2.1. “Intellectual Property” means copyrights, trade-marks, trade dress, trade secrets, database rights, rights of confidentiality, and patents.
2.2. “Marks” means a party’s trademarks, service marks, logos and trade dress.
2.3 “Service” means the Web Value Site, and emails through the Software you download and install on your mobile device from the Web Value Site, which may include, but is not limited to, news alerts, weather information, and/or advertisements.
2.4 “Software” means the email profile you opt-in to download and install from the Web Value Site, that allows Web Value to provide the Service.
2.5 “Web Value Site” means the website owned and operated by Web Value and located at national-alerts.org.
3. USING OUR SERVICES
3.1. AGE REQUIREMENT: YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT (ARE AT LEAST 18 YEARS OLD) AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OTHER APPLICABLE JURISDICTION. IF YOU ARE UNDER THE AGE OF 18 YEARS OLD OR DO NOT AGREE TO THIS AGREEMENT, YOU ARE PROHIBITED FROM USING THE SERVICES.
3.2. Upon (1) downloading the Software, (2) completion of the information requested on the Web Value Site, or (3) accessing any part of the Service, you represent and warrant that you have read, that you understand and agree to be bound by the terms of this Agreement, as modified by Web Value from time to time and posted at the Web Value Site, and that you agree to receive emails via the downloaded Software on your mobile device, which may include, advertisements. If you do not agree to this Agreement, then you have no right to download, install, or access the Software, the Web Value Site, or any part thereof.
3.3. After completion of the information form on the Web Value Site, you will be permitted to download the Software, which is necessary to receive the Service. Web Value may in its sole discretion elect to approve or deny your request to download the Software at any time, in its sole discretion.
3.4. Web Value reserves the right in its sole discretion to cancel your account, the provision of any service in connection with the Service, and/or to refuse you access to the Service, without notice to you.
3.5 Web Value reserves the right in its sole discretion to request that you delete the Software from your mobile device, at any time, and you shall promptly comply with any such request.
4. LICENSE AND INTELLECTUAL PROPERTY
4.1. End User acknowledges and agrees Web Value and/or its licensors own all Intellectual Property in connection with the Web Value Site, Software, and Service. Except as expressly stated herein, this Agreement does not grant End User any Intellectual Property rights or licenses in or to the Web Value Site, Software, or Service.
4.2. Subject to the terms, limitations and conditions herein, Web Value grants to End User a limited, non-exclusive, revocable, non-sublicensable, and non-transferrable license during the Term to download, install, and access Web Value’s Software. All rights granted by Web Value to End User shall expire upon termination of this Agreement.
4.3. Web Value will retain all right, title and interest in and to the Service, the Web Value Site, and all data generated by Web Value, including without limitation, data generated by its click tracking system and other performance measurement applications, and all associated Intellectual Property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein). Except as expressly stated herein, this Agreement does not grant End User any rights to, or in, copyrights, database rights, trademarks, trade names, trade secrets (registered or unregistered), or any other rights or licenses in respect to the Service or the Web Value Site.
4.4. In no event shall Web Value, its employees, agents or sub-contractors be liable to End User for any alleged Intellectual Property infringements (i) based on a modification of the Service or Web Value Site by anyone other than Web Value; (ii) if End User has been notified of the alleged or actual infringement by Web Value or any appropriate authority, and End User continued to use the Service after such notice was given; or (iii) if End User uses the Service or Web Value Site, or any portion thereof, in way that is contrary to the instructions provided by Web Value, whether by email or on the Web Value Site. The foregoing constitutes Und User’s sole and exclusive remedy and Web Value’s sole liability in the event of any claim regarding infringement of any Intellectual Property.
5. LIMITATIONS ON LICENSE
The license granted above is conditioned upon End User’s, observance of the following restrictions: (i) except as expressly permitted herein, End User will not display, use, reproduce, cache, store, distribute, make derivative works of, modify, sell, resell, rent, license, sublicense, transfer, assign or redistribute in any way any materials in connection with the Web Value Site, Software, or Service, except in accordance with the terms of this Agreement; (ii) End User will not display, sublicense or syndicate the Software on or to any third party or website, unless it first obtains Web Value’s prior written consent; and (iii) Web Value reserves the right, in its sole discretion, to modify, discontinue or terminate this Agreement or the Service, in whole or in part, at any time.
6. UNINSTALLATION INSTRUCTIONS
6.1. You may remove the Software at any time, by following the instructions at the following link: Uninstallation Instructions.
7. SERVICE MODIFICATIONS BY WEB VALUE
The Service, Software, or any part thereof may be modified, suspended, or terminated by Web Value at any time in its sole discretion and without notice.
8. END USER REPRESENTATIONS AND WARRANTIES
8.1. End User represents and warrants it has the full right and authority to enter into this Agreement and to perform the acts and obligations required of it hereunder.
8.2. End User represents and warrants that execution of this Agreement and performance of its obligations hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and it will comply with all applicable laws, rules and regulations (including, without limitation, privacy and data control laws).
8.3. End User represents and warrants that the information provided to Web Value in any registration application, forms and otherwise is accurate, complete, and does not contain any untruthful statements.
End User shall not use the Service, any services of the Service, the Web Value Site, the Software, or any part thereof, or any technology learned from the relationship covered in this Agreement to build (i) a service that competes with the Service; (ii) assist any other person or company to compete with the Service; or (iii) in any other way compete with the Web Value Service.
10.3. Data Communications Security. You acknowledge and agree email communications are generally not an encrypted form of communication, and Web Value shall not be responsible for any interception of Data by third parties, that is sent to Web Value by way of email or other form of unencrypted electronic communication.
10.4. Prohibited Data. In no event shall you send Web Value any data that is generally considered highly sensitive or falls under the “special categories of personal data” under the GDPR. This includes, but is not limited to, personal data revealing racial or ethnic origin, religious beliefs, genetic data, data concerning a person’s health, a person’s sexual orientation, trade union membership, or biometric data.
You agree to indemnify and hold Web Value and its officers, directors, agents, affiliates, licensors and employees harmless from and against any and all claims, actions, liabilities, losses, expenses, damages, and costs, whether based on active negligence, passive negligence or gross negligence (including without limitation all attorneys’ fees and costs of every kind, including expert fees and not limited to statutory costs), arising out of (1) your use of the Service, (2) your breach of any term, warranty, representation or covenant in this Agreement, or (3) any claims by any third party in connection with this Agreement. End User’s obligation to indemnify Web Value is conditioned upon Web Value providing prompt notification of any and all such claims, unless the failure to notify does not materially and adversely affect the defense. Web Value will reasonably cooperate with End User in the defense and/or settlement thereof, at End User’s expense. Web Value may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at the Web Value’s sole cost and expense. End User shall not settle any third party claim in a manner detrimental to Web Value without the written consent of Web Value, not to be unreasonably withheld or delayed.
12.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEB VALUE HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), WITH RESPECT TO THE PROVISION OF THE SERVICES PROVIDED TO END USER HEREIN. ABSENT ANY PROVISION TO THE CONTARY HEREIN, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, END USER ACKNOWLEDGES THAT THE WEB VALUE SITE, SOFTWARE, AND ALL SERVICES PROVIDED BY WEB VALUE HEREIN ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND.
12.2. Web Value is not responsible if the Service, Software, Web Value Site, or related services provided by Web Value is inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Web Value may undertake from time to time; or (iii) other causes beyond the control of Web Value, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures.
13. LIMITATION OF LIABILITY
13.1. LIMITATION OF LIABILITY
a. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WEB VALUE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SOFTWARE, SERVICE, WEB VALUE SITE, OR ANY OTHER INTERACTIONS WITH WEB VALUE, EVEN IF WEB VALUE OR AN WEB VALUE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WEB VALUE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13.2. TOTAL LIABILITY
13.3. YOU ACKNOWLEDGE AND AGREE THAT (A) THE REMEDIES, EXCLUSIONS, LIMITATIONS OF LIABILITY, AND LIMITATION OF DAMAGES HEREIN, REFLECT A REASONBLE ALLOCATION OF RISKS; (B) THAT YOU AND WEB VALUE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE EXCLUSIONS, LIMITATIONS OF LIABILITY, AND ALL OTHER TERMS IN THIS AGREEMENT. YOU ACKOWLEDGE THAT THE TERMS CONTAINED IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS BETWEEN YOU AND WEB VALUE.
14. ASSIGNMENT; CHANGE OF CONTROL
14.1. End User shall not assign any of its rights or obligations under this Agreement, in whole or in part, without Web Value’s written consent.
14.2. Web Value may at any time assign, in whole or in part, its rights or obligations under this Agreement without the consent of and without prior notification of End User.
15.1. Any dispute arising out of or related to this Agreement shall be resolved by arbitration before a single arbitrator. Arbitration shall be conducted in accordance with California Code of Civil Procedure section 1280 et. seq. All arbitration-related hearings shall be conducted in Los Angeles, CA before ADR Services, Inc.. The arbitrator shall be from the Southern California area and the arbitrator will be selected by the mutual agreement of the parties. If the parties cannot agree on a single arbitrator, then the arbitrator shall be selected in accordance with the then in effect rules of ADR Services, Inc. Once selected, the Arbitrator shall be empowered to hear and resolve any and all issues related to, arising from, based upon or in any way related to the dispute, whether based in law or equity. The Arbitrator shall issue rulings, decisions, orders, judgments and permanent injunctions as applicable and appropriate. The prevailing party in said arbitration shall be awarded, Attorney’s fees and costs as well of the costs of the arbitrator. If a party is files a motion or petition to compel arbitration, then the prevailing party in said motion or petition shall be awarded interim attorney’s fees and costs related to the motion or petition.
15.2. A Party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that We do not have a physical address on file for You, by electronic mail ("Notice"). Web Value’s address for Notice is: Web Value, Attention: Legal, 15445 Ventura Blvd., #318, Sherman Oaks, CA, 91403. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if We do not reach an agreement to do so within 30 days after the Notice is received, You or Web Value may commence an arbitration proceeding.
15.3. You specifically agree that any claim or cause of action You may have arising out of this Agreement will be brought only in Your individual capacity. You agree and acknowledge that You will not be a Party, class member, or representative of any class action proceedings against Us. Also, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
15.4 ANY CLAIM OR CAUSE OF ACTION RELATING TO OR PERTAINING TO THIS AGREEMENT MUST BE ARBITRATED AS SET OUT IN THIS SECTION 15 WITHIN ONE (1) YEAR OF THE OCCURRENCE GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. THIS TIME LIMITATION APPLIES TO ALL TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. ALL CLAIMS OR CAUSES OF ACTION NOT INITIATED WITHIN THE TIME RESTRICTION AS SET FORTH IN THIS SECTION 15.4 ARE PERMANENTLY BARRED.
16. GOVERNING LAW; VENUE
This Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of the parties. Arbitration hearings shall be held solely in Los Angeles, California for all actions arising out of or related to this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WEB VALUE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
Any notice or other communication to be given hereunder will be in writing and will be (as elected by the party giving such notice): (i) personally delivered; or (ii) sent by prepaid overnight delivery services such as FedEx or USPS Express Mail, with delivery confirmation and/or return receipt; a courtesy copy shall also be send by email or facsimile. Unless otherwise provided herein, all notices will be deemed to have been duly given on the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally. Either party may change its address for purposes hereof on not less than three (3) business days prior notice to the other party.
19. FORCE MAJEURE
Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions.
20. SEVERABILITY AND WAIVER
20.1. In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
20.2. Failure of either Party to require strict performance by the other party of any provision shall not affect the Party's right to require strict performance thereafter. Waiver by either Party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
21. ENTIRE AGREEMENT
This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and terminating all previous communications, representations or Agreements, whether written or oral between the parties relating to the services provided hereunder.
This Agreement may be executed in two or more counterparts, each of which shall be an original or copy and all of which together shall constitute one instrument.
23. INDEPENDENT CONTRACTORS
The parties are independent contractors and not co-venturers. Neither party shall be deemed to be an employee, agent, or legal representative of the other party hereto for any purpose and neither party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or fiduciary relationship. This Agreement will not be construed to create or imply any partnership, agency or joint venture.