END USER LICENSE AGREEMENT AND TERMS OF SERVICE AGREEMENT
- Frenzy Labs Inc. (“Frenzy.”) provides and operates online websites at https://www.joinfetch.co and https://www.frenzy.ai (the “Sites”) and operates various applications, such as Fetch (the “Apps”) and Frenzy Enterprise Solutions (collectively the “Services”).
- Our Services create technological and commercial relationships between third-party retailers, advertisers and other businesses (“Merchants”) and individuals and entities with websites, blogs, social media presence, agents or agencies, digital publishers and other content platforms (“Influencers”).
Changes to this Agreement apply to your use of our Services after the effective date.
SERVICE AVAILABILITY AND TERMINATION.
We may change, suspend, or terminate your use of the Services in our discretion.
- Frenzy Labs Inc. may change, suspend or terminate your use of the Services with or without cause or notice to You, including, without limitation, if Frenzy Labs Inc. believes that you have violated or acted inconsistently with the Agreement. In the event of termination, all your representations, warranties, indemnifications, and promises shall survive. Furthermore, sections 14-20 will continue to govern any claim or dispute.
- We may, but do not promise to store or keep any content that you have provided. Frenzy Labs Inc. SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY(S) FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH ANY SUCH DISCONTINUATION OF SERVICES (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE, OR LOSS OF CONTENT).
ACCESS TO OUR SERVICES.
- To use our Services, you must (1) be at least 13 years of age and (2) be either old enough to lawfully enter into this Agreement yourself or have your parent or legal guardian do so.
- THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS AGED 13 YEARS OF AGE OR OLDER. IF YOU ARE 13 OR OLDER, BUT UNDER THE APPLICABLE AGE OF MAJORITY IN YOUR STATE OR JURISDICTION OF RESIDENCE, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH A PARENT OR LEGAL GUARDIAN TO MAKE SURE YOU AND YOUR PARENT OR LEGAL GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE THE PARENT OR LEGAL GUARDIAN AGREEING TO THE AGREEMENT FOR YOUR CHILD OVER 13 YEARS OF AGE, THEN YOU AGREE ON YOUR CHILD’S BEHALF AND FURTHER AGREE AND ACCEPT FULL RESPONSIBILITY FOR YOUR CHILD’S USE OF THE SERVICES. Frenzy Labs Inc. DOES NOT ENCOURAGE, SOLICIT, OR PERMIT VISITORS TO THE SERVICES WHO ARE UNDER THE AGE OF 13.
You agree to provide certain information to set up your account.
- As part of the registration process, you will select a username and password and may provide certain information. You hereby consent to our access to and collection of such personal information about you. By registering for the Services, you hereby authorize Frenzy Labs Inc. to send you emails and other communications.
You agree to protect your password and not share your account with others.
- You are solely responsible for maintaining the confidentiality of your username and password. You may not authorize others to use your account, and you may not share, assign or otherwise transfer your account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your account. Frenzy Labs Inc. shall be entitled to assume that a user presenting your username and password is, in fact, you. You agree to notify Frenzy Labs Inc. immediately of any unauthorized use of your account. Frenzy Labs Inc. shall have the right at any time to change, modify or amend your username and password.
You agree to provide correct information and keep it updated. You agree to only use our Services for personal reasons and not, for example, to compete with us.
- You represent and warrant that the information you provide to Frenzy Labs Inc. is accurate, true, not confidential, and not in violation of any contractual obligations or other third party rights. You agree that it is your responsibility to keep your information accurate and updated. You represent and warrant that you are not a competitor of Frenzy Labs Inc. and are not using the Services in competition with Frenzy Labs Inc.. You further represent and warrant that you are using the Services solely for personal reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Services, any materials available through the Services, or Frenzy Labs Inc..
We may provide you updates from time to time and may require you to use the most updated version.
- Frenzy Labs Inc. shall have the right in its sole discretion to substitute, replace, modify, update or upgrade (“updates”) the Services as Frenzy Labs Inc. deems advisable; and, all such updates shall be incorporated in and subject to this Agreement and shall be the exclusive property of Frenzy Labs Inc.. If Frenzy Labs Inc. shall provide you with any updates, you will be required to utilize such version. Frenzy Labs Inc. will only be required to support the most recent and current version provided to you. Depending on the update, You may not be able to use the Apps until You have downloaded the latest version and accepted any new terms that may apply. In case of a conflict between this Agreement and other terms provided with respect to updates, such other terms will prevail. This section will not require Frenzy Labs Inc. to deliver new features and functionality nor any future products which may be offered.
We may provide user support.
- Frenzy Labs Inc. reserves the right at any time to discontinue, cancel, or modify the technical support provided, if any.
You agree to receive messages from us, including marketing materials.
- You agree to receive messages, including notices and marketing materials, through the Services or through your contact information, such as email. It is your responsibility for ensuring that Frenzy Labs Inc. has your current email address at all times. Any notice sent to you via such email address by Frenzy Labs Inc. shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
We may provide relevant content to you and others based on automated processing.
- Our Services include making suggestions for content that may be interesting to you and others. We use the data you provide and the data we have about other users, to make these recommendations.
Mobile Devices/Carrier Charges
Your use of Mobile Media may incur separate charges, such as by a carrier. You agree to be solely responsible for any such charges.
- Certain portions of the Sites or an Apps may be configured for mobile devices, mobile websites, and/or mobile applications (collectively, “Mobile Media”). This Agreement shall apply with equal force and measure to your access and use of the Sites and any of the Apps through Mobile Media. If you visit, access, or use the Sites or any Apps through Mobile Media, then you hereby acknowledge and agree that information about your use of the Sites or such Apps through a mobile device and/or a mobile device carrier (such as, by way of example only, the identity of the mobile device, and/or the mobile device carrier) may be communicated to Frenzy Labs Inc.; and that you accept full responsibility for all mobile device and carrier fees, rates, and charges that may apply, if any.
- The data fees, rates, and charges of your mobile device carrier may apply to your visit, access, and/or use of the Sites or any of the Apps. Frenzy Labs Inc. is not responsible for, and you further accept full responsibility for, all mobile device and carrier fees, rates, and charges that may apply, if any.
RIGHTS AND RESTRICTIONS ON USE.
Frenzy Labs Inc.’s Limited License to You — Apps
You agree to only use the Apps for personal reasons and understand that you may not copy or otherwise use the Apps in an unauthorized manner.
- Subject to your acceptance of this Agreement and your continuing compliance with this Agreement and any other relevant Frenzy Labs Inc. policies, Frenzy Labs Inc. grants to you a personal, non-exclusive, non-transferable, revocable limited license to download, access and use the Apps and related software (excluding source and object code) for your non-commercial, personal use on a mobile device or machine(s) of which you are the primary user. You may not copy, rent, lease, lend, sell, assign, transfer, distribute, sublicense or prepare derivative works of any of the Apps. If you sell or otherwise transfer to a third party a device on which an App is installed, you must remove the App from such device before doing so.
Frenzy Labs Inc.’s Limited License to You — Sites
You agree to only use the Sites for personal reasons and understand that you may not copy or otherwise use the Sites in an unauthorized manner.
- Subject to your acceptance of this Agreement and your continuing compliance with this Agreement and any other relevant Frenzy Labs Inc. policies, Frenzy Labs Inc. grants you a personal, non-exclusive, non-transferable, revocable limited license to access and use the Sites and to view the information and content found thereon. You may not copy, rent, lease, lend, sell, assign, transfer, distribute, sublicense or prepare derivative works of any of the Sites.
Our Services include content from third parties such as Influencers and Merchants, which we do not control. We disclaim any liability for such content.
- You understand that Frenzy Labs Inc. does not accept any liability whatsoever for any harm that might result from any statements presented on the Services, including statements and opinions on the Services, products viewed via the Services, or third-party advertisements or services posted or linked through the Services. You understand that any statements by Frenzy Labs Inc., its employees, agents, and affiliates are provided for informational purposes only. Frenzy Labs Inc. reserves the right to discontinue the Services or to change the content of the Services in any way and at any time, with or without notice to you, and without liability. Frenzy Labs Inc. makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services advertised, offered, or provided by any Merchant, statements made by any Influencer, or other individual, company, or service provider utilizing the Services or featured on the Services and assumes no liability related thereto.
Restrictions on Your Use
You agree not to copy our Services, circumvent our security, or otherwise engage in prohibited conduct.
- You agree that systematic retrieval of data from the Services to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of Frenzy Labs Inc. is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein. You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized by Frenzy Labs Inc.. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Frenzy Labs Inc. or its affiliates without prior express written consent. You may not use any meta tags or any other “hidden text” utilizing Frenzy Labs Inc.’s name or trademarks without our express written consent.
- You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Services.
- You agree you will not reverse engineer, disassemble or decompile any Frenzy Labs Inc. prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder.
- You agree to be bound by any application, forum, or specific rules published within the Services.
Your Representations and Warranties
You own all of your Content.
- You represent, warrant and agree that you are the exclusive owner of your Content and/or you have all rights, licenses, consents and releases necessary for the Content that you make available on the Services, including the right to grant all of the rights and licenses in this Agreement without Frenzy Labs Inc. incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party’s intellectual property rights, a third party’s rights of publicity or privacy, or any other law or regulation.
Your License to Frenzy Labs Inc.
You grant us a non-exclusive license to use your Content.
- You grant to Frenzy Labs Inc. a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform, publicly display, archive, and otherwise use and exploit such Content, in whole or in part, in any manner, medium, or form, whether now known or hereinafter devised, as Frenzy Labs Inc. sees fit in its sole discretion, and includes without limitation use for the purpose of operating, promoting, and improving the Services. Without limiting the above, you grant to Frenzy Labs Inc. the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the Frenzy Labs Inc. brand. You further grant to Frenzy Labs Inc. all rights necessary to facilitate your use of a third party’s site, app or services that require syndication or other use of your Content in connection with Frenzy Labs Inc..
If you choose to share content through the Services in areas that others can view, copy, and use, then you do so at your own risk.
- Frenzy Labs Inc. IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR IN CONNECTION WITH, THE USE OR DISCLOSURE OF ANY INFORMATION, COMMUNICATION, OR CONTENT THAT YOU VOLUNTARILY SUBMIT THROUGH THE SITES OR ANY OF THE APPS IN AREAS THAT OTHERS CAN VIEW, COPY AND USE.
You agree not to post or behave inappropriately. We reserve the right to determine if a post or act is offensive.
- You may not post inappropriate Content in connection with the Services. Inappropriate Content includes anything Frenzy Labs Inc., in its sole discretion, determines to be offensive or inappropriate for inclusion or use on the Services. It includes, without limitation, Content that:
- impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
- promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another’s privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, directed toward children under 13 years of age pursuant to the Children’s Online Privacy Protection Act (see also, FTC’s Children’s Privacy Site at http://business.ftc.gov/privacy-and-security/childrens-privacy), or otherwise objectionable;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- you do not have the right to disclose under contract or applicable law;
- contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Services;
- involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails — “spam”;
- uses automated scripts or other technology to collect information from or otherwise interact with the Services or other users without their consent;
- engages in advertising or other solicitation activities such as pyramid schemes, contests, or sweepstakes;
- provides material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- includes other people’s personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
- violates or encourages or facilitates the violation of any applicable local, state, national or international law, including but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
- Violating this Agreement may lead to you being immediately and permanently banned, with notification to your Internet Service Provider if deemed necessary.
LINKS TO OTHER SITES, NETWORKS, PLATFORMS, AND APPS.
- Your decision to access Linked Technologies is at your own risk. We are not responsible for third party activities.
- The Services may contain links to third party sites, networks, platforms or apps (“Linked Technologies”), including advertisers. However, please be aware that Frenzy Labs Inc. is not responsible for and cannot control the terms of service or privacy policies of such other Linked Technologies. We encourage you to be aware when you leave the Services, and to read the applicable agreements for each and every Linked Technologies. The Agreement applies solely to these Services. Frenzy Labs Inc. is not responsible for and makes no representations or warranties regarding Linked Technologies, including without limitation, the content, accuracy, opinions, functionality, or services provided in such Linked Technologies. Inclusion of any Linked Technologies on the Services does not imply approval or endorsement by Frenzy Labs Inc.. If You decide to access any Linked Technologies, then You do so at your own risk.
OWNERSHIP OF INTELLECTUAL PROPERTY.
We own our intellectual property and only provide you a limited license to use our Services per this Agreement. You do not acquire any ownership rights by using our Services.
- Unless otherwise specified, all materials that are part of the Services are owned, controlled, or licensed by Frenzy Labs Inc. and are protected by law from unauthorized use. The entire contents of the Services are protected under copyright, patent, trademark, and/or other intellectual property laws. Frenzy Labs Inc., the Frenzy Labs Inc. logos, and all designs are trademarks and/or trade dress of Frenzy Labs Inc. and may not be used without the express written permission of Frenzy Labs Inc.. All other trademarks appearing on the Services are the property of their respective owners.
- You do not acquire any ownership rights by using the Services or downloading material from or uploading material to the Services. You agree not to (and shall not allow any third party to) reproduce, distribute, publish, prepare derivative works, publicly perform, publicly display, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer or exploit any right in the Services, in whole or in part, except as expressly permitted herein.
- The limited licenses granted herein do not constitute a sale of the Apps or Sites, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY Frenzy Labs Inc.. You agree to only use the Apps and Sites as expressly permitted herein.
You agree to comply with all export laws.
- You agree to comply with all U.S. and foreign export laws regarding the importation and exportation of goods and services. You represent and warrant that (i) you are not located in any country to which the United States has embargoed goods or has designated as a “terrorist supporting” country; and (ii) you are not listed on any United States list of prohibited or restricted parties.
USE OF CONTENT IN THE SERVICES.
- Our Services allow you to add affiliate links to your content and make “shoppable” content. However, it is possible that not all products and services will be available for purchase.
- The content contained in the Services, and the terms, conditions, and descriptions that appear, are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by the Merchants.
FEEDBACK AND IDEA SUBMISSION.
If you provide us feedback or ideas, then we may use or discard them in our discretion and without liability.
- All comments, feedback, suggestions, ideas, and other submissions (“Ideas”) disclosed, submitted, or offered to Frenzy Labs Inc. in connection with the use of the Services shall be the exclusive property of Frenzy Labs Inc.. Such Ideas will be non-confidential and Frenzy Labs Inc. shall have no obligations to you, contractual or otherwise. You agree that Frenzy Labs Inc. may use, sell, exploit and disclose the Ideas in any manner, for any purpose whatsoever, commercial or otherwise, without restriction, without attribution and without compensation to you.
DIGITAL MILLENNIUM COPYRIGHT ACT.
If you believe that your copyright has been infringed by a third party on our Services, then please follow this take down procedure.
- It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If the information you are complaining about is located on a third party site or application, then you should contact that third party site or application. Please be aware that, in order to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. You are encouraged to review them (see 17 U.S.C. § 512(c)(3)) before sending your claim.
- You may notify us of alleged infringement of intellectual property rights by contacting us at:
- Mail: 4676 Admiralty Way, Marina del Rey, CA 90292
- Upon receipt of notice of claimed infringement, we will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content at issue.
- Please do not send any other communications to the Designated Agent, who is appointed solely for the purposes of receiving notices of copyright claims under the DMCA.
We may assign our rights and obligations, but you may not.
- Frenzy Labs Inc. may assign its rights and obligations under this Agreement freely. You may not assign any rights or obligations under this Agreement without Frenzy Labs Inc.’s written consent.
NO WARRANTY / DISCLAIMERS.
We disclaim any warranties for our Service and provide them AS IS.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT ALLOWED BY LAW, Frenzy Labs Inc. AND ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS (THE “Frenzy Labs Inc. PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY, PERFORMANCE, NON-INTERFERENCE WITH INFORMATION, AND ACCURACY OF INFORMATIONAL CONTENT. THERE IS NO WARRANTY THAT INFORMATION PROVIDED HEREUNDER, OUR EFFORTS, OR THE SERVICES WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. Frenzy Labs Inc. PARTIES NEITHER ASSUME NOR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE AND USE OF THE SERVICES.
- Frenzy Labs Inc. PARTIES ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE SERVICES OR ANY USER COMMUNICATIONS.
- Frenzy Labs Inc. PARTIES ARE NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE SERVICES, WHETHER CAUSED BY USERS OF THE SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICES.
- Frenzy Labs Inc. PARTIES MAKE NO WARRANTY THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE Frenzy Labs Inc. PARTIES OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
- SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THIS SECTION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
This is the limit of our legal liability to you, if any.
- WHEN PERMITTED BY LAW, Frenzy Labs Inc. PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE SERVICES, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE FOREGOING PROVISION MAY HAVE THE EFFECT TO LIMITING THE LIABILITY OF THE Frenzy Labs Inc. PARTIES FOR THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
- IF YOU ARE DISSATISFIED WITH THE SERVICES, OR ANY OF THE INFORMATION CONTAINED THEREON, OR REFUSE TO ABIDE BY THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE.
- NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, Frenzy Labs Inc. PARTIES’ TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU PAID TO USE THE SERVICES.
- SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN LIABILITIES, SO SOME OR ALL OF THIS SECTION MAY NOT APPLY TO YOU.
- YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS Frenzy Labs Inc. PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE SERVICES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, ATTORNEYS’ FEES, EXPENSES, AND SETTLEMENTS, WHETHER GROUNDED IN CONTRACT, TORT, STATUTE, LAW OR EQUITY, INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR YOUR INABILITY TO USE THE SERVICES, THE MATERIALS THE SERVICES CONTAIN, ANY SITES OR APPLICATIONS LINKED TO THE SERVICES, ANY ALLEGED VIOLATION OF THE AGREEMENT, AND ANY ALLEGED VIOLATION OF THE RIGHTS OF A THIRD PARTY. THE FOREGOING PROVISION MAY HAVE THE EFFECT TO PROVIDING INDEMNITY TO THE Frenzy Labs Inc. PARTIES LIABILITY AND DAMAGES ARISING FROM THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
- SOME JURISDICTIONS DO NOT ALLOW CERTAIN INDEMNIFICATIONS, SO SOME OR ALL OF THIS SECTION MAY NOT APPLY TO YOU.
CHOICE OF LAW, VENUE, CLAIM RESOLUTION AND CLASS ACTION WAIVER.
If there is ever a legal dispute between us, then we agree to resolve it in Los Angeles, California using California law.
- The laws of the state of California, without application of conflict of law provisions, will apply to any disputes arising out of or relating to this Agreement or the Services. All claims arising out of or relating to this Agreement or the Services will be litigated exclusively in the federal or state courts of Los Angeles County, California. The Agreement is fully performable in Los Angeles, California. The parties consent to personal jurisdiction in Los Angeles County, California and hereby waive any challenge to venue and personal jurisdiction they may have to a lawsuit filed in a state or federal court in Los Angeles, California.
- If you are a consumer in the EEA, this won’t deprive you of any protection you have under the law of the country where you live and access to the courts in that country.
You agree to raise any dispute within 2 years and waive your right to join a class action against Frenzy Labs Inc..
- Any dispute must be raised within two (2) years after the date the cause of action arose. Failure to provide the written documentation within this timeframe will render all claims related to the dispute null and void.
- You further agree not to join in any lawsuit with another person or serve as a class representative of any class action lawsuit against Frenzy Labs Inc..
SEVERAL NOTES ABOUT THIS AGREEMENT AND INDI.
Frenzy Labs Inc. uses products and links provided by Indi.com. Users may be automatically enrolled in Indi.com’s shopping links program.
- The following addresses certain matters with respect to Indi.com (“Indi”) and/or the so-called “Terms and Conditions” set forth in Indi’s Shopping Links Terms and Conditions last visited July 8, 2019) as of the effective date hereof (“Indi’s Shopping Links Terms and Conditions”):
SHOPPING LINKS TERMS AND CONDITIONS
SHOPPING LINKS PROGRAM
- As an account holder of Indi you have the ability to add product or service shopping links directly to your videos and/or photos (“Shopping Links”). In the case where you are tying Shopping Links to content that you have uploaded into one of the albums, forums or challenges in your own channel, you will have the ability to select between (a) listed retailers offering commissions for certain sales that occur, and (b) depending on the level of your premium account status any website URL provided that any Shopping Links tied to any of these URLs will NOT be under a commissions program. In the case where you are tying Shopping Links to content that you have uploaded into another channel (“Third Party Channel”), they type of Shopping Links and the specific URLs to choose Shopping Links will all be at the control and direction of the Third Party Channel owner. The ability to add Shopping Links is free, and there is no charge to earn and receive commissions.
- Note that all commissions transactions you make are not with Indi, but with the individual merchant that you have selected to send traffic to from clicks on your Shopping Links. Indi manages the proper link creation with all merchants and tracking agencies, consolidates sales and reporting across all merchants and tracking agencies, and manages payments of the commissions to you (“Shopping Links Program”). Indi negotiates commissions percentages with participating merchants and passes on to you the net % commissions shown for each participating merchant that Indi actually receives from merchants and their tracking agencies for your applicable transactions, subject to each merchant’s program terms and conditions and where the credit can be traced directly to your account by means of an identification tag provided in the reports of the merchants and their tracking agencies. The net % commissions shown for each participating merchant is the % you receive back from qualifying purchases from the retailer, while Indi shall receive a separate percentage (which will vary from merchant to merchant) for managing the Shopping Links Program.
- From time to time merchants may immediately increase or decrease the commission percentages. While Indi takes reasonable care to keep the data provided on this site accurate and up to date, any merchant revised commissions on our site may be incorrect until Indi is able to update changes made by merchants. Indi gives no warranty of the accuracy of any information on the site and does not accept liability for any errors or omissions, neither do we accept liability for any resulting damage or loss. By default, your applicable transactions will be credited in line with the commission reported to us by the merchant, which may be more or less than the advertised rate. Some merchants pay commissions on the purchase amount inclusive of tax and/or delivery charges and some merchants exclude these values for the purpose of calculating and awarding commissions. Please review the affiliate terms of the retailers you are linking products to and determine the restrictions and details associated with their crediting of transactions and payments.
- When we have recorded a paying, applicable transaction to your account, we will indicate your account with a “pending transaction”. Once the merchant confirms the transaction, it will be marked as “confirmed” – this can take 30-60 days or more from the date of the underlying purchase. This is primarily due to the reason that merchants typically pay only once a month and only once a sale passes through the applicable return window without being returned. Therefore, each merchant’s payment cycle may be different, and for each merchant a given product may be different depending on the specific return period for the product. If the goods are returned or the sale reversed or amended by any means then the commission payout will not be made.
QUALIFICATIONS AND RESTRICTIONS
Applicable transactions for commissions can be defined as transactions that fulfil the following criteria:
- Transactions which are tracked directly back to your account by means of an identifying tag, as set up by Indi and reported to us by the merchants and/or their tracking networks. Individuals must click through to the merchant via the Shopping Links you have added to content and those Shopping Links must be set up as commissionable Shopping Links.
- Individuals must complete their transaction after clicking directly through to the merchant. Most merchants will clear the tracking if the individual navigates away to other sites and then returns to the merchant site via any other third party site. Therefore, purchases must be completed immediately following clicking through and be done wholly online. If the user who clicks through your Shopping Links has disable ‘cookies’ on his/her computer, you will not be able to earn commissions as cookies are used to authenticate for most merchants. If the merchant decides a transaction wasn’t genuine for any reason, or if the merchant decides that a transaction (whether tracked or not) was deemed to have been provided by another website (such as but not limited to a comparison site or a search engine) then the transaction will not be applicable.
- If your account is terminated or disabled for any other reason, then any pending commission amounts will be forfeit and any further transactions which might otherwise become credited to your account will not be deemed to be applicable.
- Please note that we cannot be held responsible if the merchant fails to report your sale to us. Merchants have their own rules upon which they determine transactions to be genuine. These rules may or may not be advertised by Indi or the merchant and may be discretionary. If Indi requests the recovery of confirmed but non-payouts from the merchant, the decision of the merchant or merchant’s tracking agent is final. Where a commissions inquiry has been successfully paid by a merchant, you may still receive a lower amount than expected due to the amounts received by Indi possibly being lower than the original claim. If a merchant still hasn’t paid a commissions claim after a period of four months then we reserve the right to close the inquiry claim.
- Indi reserves the right to reclaim or make balance adjustments accordingly where it has been established that any pending or confirmed commission amounts have been applied in error. This will include but is not limited to transactions where the credit for the transaction is not genuinely due or payout for any credited transaction has not been received from a merchant or its agencies. This can include transactions which are already marked as “Confirmed” in your account, or for transactions which have already been paid over to you. Indi reserves the right to apply fraudulent prevention measures as it sees fit. Where a discount code or coupon code or other promotional code has been advertised on the Indi, either posted by Indi itself or by another channel owner, Indi cannot be held responsible for the validity of the promotional coupon. The benefit implied by the promotional coupon cannot retrospectively be applied. Further, Indi cannot be held responsible for any loss of commissions or loss of any other benefit which might otherwise have been gained had a supplied promotional coupon not been used.
BRAND AMBASSADOR PROGRAM
- Many merchants have Brand Ambassador Programs on their Indi channels. To submit to be published in a brand ambassador program, follow the requirements listed in the description of each Brand Ambassador program forum. There may be specific additional terms and conditions accompanying such programs and these will govern how any additional benefits are earned and paid. At a minimum, having your content and product links approved and published in a Brand Ambassador Program will give you more exposure and greater opportunity to increase your commissions.
- Commissions payouts will be issued at your request (maximum of 2 requests per month), provided that you have provided the information necessary to process your payment: your first and last name, a valid email address and a valid postal address at which you are able to receive mail. You will be able to request a commissions payout once you have Payable funds in your account that exceeds $25. Indi pays members in U.S. dollars via check, Paypal, and sometimes other payment options. If payments outside the US are through PayPal, there is typically a 0.50% (or 0.005) fee on the total payment amount charged by PayPal to process international transactions. In instances when this international fee is charged to pay a you, it will be deducted from your commissions balance. PAYOUTS RECEIVED BY INDI ARE HELD AS INDI FUNDS UNTIL SUCH TIME AS THEY ARE REQUESTED TO BE PAID BY AN ACTIVE ACCOUNT IN GOOD STANDING.
- Should a merchant delay payout or cease business then we will make reasonable efforts to recover your commissions, but we can make no guarantees to payout until funds have been received from the merchant or their agents. Individual payout methods may be limited or withdrawn by Indi on a discretionary basis. It is your responsibility to make sure payout details are accurate to avoid losing any due payouts. Indi will not be held liable for any delays, or consequences of delays in payout. At any point Indi reserves the right to put payout requests on hold pending any investigation by Indi or any merchant. If Indi has any reason to suspect fraudulent activity is associated with your account, Indi reserves the right to delay or withhold payment of commissions, and you give Indi permission to review your account with merchants in cases where Indi or the merchant suspects fraudulent activity. Indi is not responsible for lost or stolen payments, and for lost checks, please contact us to request a stop payment, where Indi will charge a $10 fee to stop payment and re-issue. If you do not believe that commissions has been correctly credited to your account you must contact Indi within 90 days of the transaction. Should you disagree with any adjustments made to your account or payments made to you, your sole remedy is to withdraw from the Shopping Links Program.
- You may be taxed on your receipt of cash and other consideration (merchandise, travel, etc.) for member referrals, depending on the tax laws of federal, state, and local jurisdictions. In all instances, you will be solely responsible for any and all tax liability arising out of the consideration received for member referrals. Indi may request additional information for tax reporting purposes and may withhold any future payments until such information is received.
- If your account is inactive for more than six (6) consecutive months, Indi reserves the right to debit your Indi account balance two dollars and fifty cents ($2.50) per month to recover the cost of account maintenance until (i) you reactivate your account by completing a qualifying purchase and update your account information (providing a valid name, email and mailing address), or (ii) your account balance is zero. If the balance in your inactive account is or becomes zero, Indi will close the account permanently and cease to maintain your account records and Shopping Links Program access. Any failure to comply with this Agreement and/or the Shopping Links Program, any fraud or abuse relating to the accrual or receipt of commissions rewards, or any misrepresentation of any information furnished to Indi or its affiliates by you or anyone acting on your behalf may result in the termination of your membership in the Shopping Links Program and forfeiture of your accrued commissions rewards.
LIMITATION OF LIABILITY
- By participating in the Shopping Links Program, entrants agree that Indi.com and the brands and retailers who you have chosen to drive traffic to with your Shopping Links, and their respective companies, affiliate and subsidiary companies, advertising and promotion agencies, and all of their agents, directors, officers, representatives, shareholders and employees will have no liability whatsoever for any injuries, death, losses, or damages of any kind resulting from participation in the Shopping Links Program. If Indi.com or any retailer or brand determines, in its sole discretion, that there is any suspected or actual electronic tampering with your activity in the Shopping Links Program, or if technical difficulties compromise the integrity of the Shopping Links Program, Indi.com or the retailer or brand, in its sole discretion, reserves the right to void any photo, video and/or shopping links or to modify or cancel your participation in the Shopping Links Program. Any deliberate attempt by an entrant or any other individual to damage any web site or undermine the legitimate operation of the Shopping Links Program is a violation of criminal and civil laws and should such an attempt be made, Indi.com reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. Indi.com and all participating retailers and brands, and their affiliates, subsidiaries, advertising and promotion agencies, and Internet access providers are not responsible for incorrect entry of information, or technical malfunctions of any telephone network, computer equipment, software or any combination thereof, user profiles or information that have been tampered with, human error, or lost/delayed data transmission; or transactions that are processed late or incorrectly or are lost due to computer or electronic malfunction
This covers how to contact us.
- Any notices or communications sent by you to Frenzy Labs Inc. pursuant to this Agreement must be in writing and sent to the address specified herein or such other address as Frenzy Labs Inc. may specify in writing.
- All notices will be sent to:
Frenzy Labs Inc.
4676 Admiralty Way Suite 503
Marina del Rey, CA 90292
- Effective date: July 8, 2019