terms-of-use


1. INTRODUCTION



A. Purpose


The mission of Wyngspan is to combine the credibility of word-of-mouth with the reach of social media to create a new kind of Trust Network that benefits consumers, professionals and businesses alike. Wyngspan builds trust into social communities, enabling consumers, professionals, and businesses to bring private trust to the public sphere. It extends the power of social media by helping community members build Trust Networks, and helping professionals and businesses to turn customers into advocates.

To achieve our Mission, we make services available through our website (which is compatible with any smartphone), to help you, your network and Wyngspan members in general to build trusted relationships with trusted businesses.


B. Scope and Intent


You agree that by logging on to Wyngspan, or by using the website, that any and all information provided as part of the Wyngspan services (collectively the “Services”), you are entering into a legally binding agreement with Wyngspan Corporation based on the terms of this Wyngspan User Agreement and the Wyngspan Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”) and become a Wyngspan member (“Member”).

If you are using Wyngspan on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not want to register an account and become a Member, do not conclude the Agreement, and do not access, view, download or otherwise use any Wyngspan webpage, information or services. By checking the box marked “I agree to Wyngspan's Terms of Use and Privacy Policy” you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By checking the box marked “I agree to Wyngspan's Terms of Use and Privacy Policy“ you also consent to use electronic signatures and acknowledge your checking the box marked “I agree to Wyngspan's Terms of Use and Privacy Policy “ as one. Please note that the Wyngspan User Agreement and Privacy Policy are also collectively referred to as Wyngspan’s “ of Use.”


2. YOUR OBLIGATIONS



A. Applicable laws and this Agreement


You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections:

  • 1. Wyngspan User Agreement.
  • 2. Wyngspan Privacy Policy.

B. License and warranty for your submissions to Wyngspan


You own the information you provide Wyngspan under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users.

Additionally, you grant Wyngspan a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to Wyngspan, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to Wyngspan, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in Sections 2 and 3 of this Agreement.

By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your Wyngspan profile information accurate and updated.


C. Service Eligibility


To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are at least the age of majority in your state; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Wyngspan account, (3) are not a competitor of Wyngspan or are not using the Services for reasons that are in competition with Wyngspan; (4) will only maintain one individual Wyngspan account at any given time; (5) have full power and authority to enter into this Agreement and by doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of Wyngspan, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.


D. Sign-In Credentials


You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your Wyngspan account to another party; and (5) refrain from charging anyone for access to any portion of Wyngspan, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.


E. Indemnification


You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through Wyngspan.


F. Notify us of acts contrary to the Agreement


If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 60 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.


G. Notifications and Service Messages


For purposes of service messages and notices about the Services to you, Wyngspan may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Wyngspan to an email address associated with your account, even if we have other contact information. You also agree that Wyngspan may communicate with you through your Wyngspan account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Wyngspan account or services associated with Wyngspan. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so or maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.


H. Wyngspan Applications


Wyngspan may offer the Services through applications built using Wyngspan’s platform (“Wyngspan Applications”). Examples of Wyngspan Applications could include its smart phone applications (Wyngspan for Blackberry/Android or Wyngspan for iPhone), and Wyngspan’s “Share” buttons and other interactive plugins distributed on websites across the web. Wyngspan Applications are distinct from third party Platform. If you use a Wyngspan Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing Wyngspan plugins that load in your browser may be communicated to us.

Further, by importing any of your Wyngspan data through the Wyngspan Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Wyngspan account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing Wyngspan through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices.

Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the User Agreement associated with the application provided at download or installation, or as may be updated from time to time.


I. Member-to-Member Communication and Sharing


Wyngspan offers various forms of communication and public forums where you can post your observations and comments. Wyngspan also enables sharing of information by allowing users to post updates, including links to news articles and other information to their profile and other parts of the site.

Wyngspan reserves the right to remove content from any profile or other public area of the site which it deems, at our sole discretion, to be in bad taste or which violates this Agreement or others’ intellectual property rights.

Please note that ideas you post and information you share may be seen and used by other Users, and Wyngspan cannot guarantee that other Users will not use the ideas and information that you share on Wyngspan. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to Wyngspan. WYNGSPAN IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST.


J. Privacy


You should carefully read our full Privacy Policy before deciding to become a Member as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Wyngspan, are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.


K. Contributions to Wyngspan


By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Wyngspan through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Wyngspan is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Wyngspan shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Wyngspan may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to Wyngspan all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from Wyngspan under any circumstances.


3. YOUR RIGHTS


On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Wyngspan or its Members), view information and use the Services that we provide on Wyngspan webpages and in accordance with this Agreement. Any other use of Wyngspan contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from Wyngspan commercially unless expressly authorized by Wyngspan) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Wyngspan and all related items, including any and all copies made of the Wyngspan website.


4. OUR RIGHTS AND OBLIGATIONS



A. Services Availability


For as long as Wyngspan continues to offer the Services, Wyngspan shall provide and seek to update, improve and expand the Services. As a result, we allow you to access Wyngspan as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Wyngspan, partially or entirely, for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. Wyngspan further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by Wyngspan to be contrary to this Agreement. Any material deemed to be inappropriate will be reviewed by Wyngspan and based on our sole discretion Wyngspan reserves the right to suspend and/or terminate Accounts and Profiles based on the voracity of this content. For avoidance of doubt, Wyngspan has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.


B. Third Party Sites


Wyngspan may include links to third party web sites (“Third Party Sites”). You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms and/or privacy policy of a Third Party Site before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not.

Wyngspan is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites Accordingly, if you decide to access Third Party Sites you do so at your own risk and agree that your use is on an “as-is” basis without any warranty and that this Agreement does not apply to your use of any Third Party Site.

Please note: If you allow a Third Party Site to authenticate to or connect with your Wyngspan account, that website can access information on Wyngspan related to you and your connections.


C. Disclosure of User Information


You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Wyngspan, our Member or the public.

Disclosures of Member information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.


D. Connections and Interactions with other Members


You are solely responsible for your interactions with other Members. Wyngspan may limit the number of connections you may have to other Members and may, in certain circumstances, prohibit you from contacting other Members through use of the Services or otherwise limit your use of the Services. Wyngspan reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if Wyngspan determines, in our sole discretion, that doing so is necessary to enforce this Agreement.


5. DISCLAIMER


SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DO NOT RELY ON WYNGSPAN, ANY INFORMATION THEREIN, OR IT’S CONTINUATION. WE PROVIDE THE PLATFORM FOR WYNGSPAN AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WYNGSPAN DOES NOT CONTROL OR VET MEMBER GENERATED CONTENT FOR ACCURACY UNLESS WYNGSPAN SPECIFICALLY STATES THAT IT HAS BEEN WYNGSPAN VERIFIED. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY WYNGSPAN OR ANYTHING RELATED TO WYNGSPAN, YOU MAY CLOSE YOUR WYNGSPAN ACCOUNT AND TERMINATE THIS AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

WYNGSPAN IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES SENT THROUGH WYNGSPAN TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.

WYNGSPAN DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER MEMBERS OF THE COMMUNITY; THEREFORE, WYNGSPAN DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

WYNGSPAN DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WYNGSPAN DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WYNGSPAN DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WYNGSPAN SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.


6. LIMITATION OF LIABILITY


SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither Wyngspan nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“Wyngspan Affiliates”) shall be cumulatively liable for (a) any damages in excess of any fees that you paid for a Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from Wyngspan. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and any prices charged would be different. This limitation of liability shall:

  • A. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
  • B. Not apply to any damage that Wyngspan may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
  • C. Not apply if you have entered into a separate agreement to purchase Services with a separate Limitation of Liability provision that supersedes this section in relation to those Services.


7. TERMINATION



A. Mutual rights of termination


You may terminate this Agreement, for any or no reason, at any time, with notice to Wyngspan in writing. This notice will be effective upon Wyngspan processing your notice. Wyngspan may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Wyngspan or the party paying for the services may terminate your access to any Services. Termination of your Wyngspan account includes disabling your access to Wyngspan and may also bar you from any future use of Wyngspan.


B. Misuse of the Services


Wyngspan may restrict, suspend or terminate the account of any Member who abuses or misuses the Services. Abusing the Wyngspan messaging services; creating multiple or false profiles; using the Services commercially without Wyngspan’s authorization, infringing any intellectual property rights, or any other behavior that Wyngspan, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, Wyngspan has adopted a policy of terminating accounts of Members who, in Wyngspan’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.


C. Effect of Termination


Upon the termination of your Wyngspan account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 3 (“Your Rights”) and 4.a-b, and d (“Our Rights and Obligations”) hereof.


8. DISPUTE RESOLUTION



A. Law and Forum for Legal Disputes


This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Delaware regardless of your country of origin or where you access Wyngspan, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Wyngspan agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in New Castle County, Delaware, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Wyngspan agree to submit to the personal jurisdiction of the courts located within New Castle County, Delaware for the purpose of litigating all such claims. Notwithstanding the above, you agree that Wyngspan shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.


B. Arbitration Option


For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.


9. GENERAL TERMS



A. Severability


If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.


B. Notices and Service of Process


In addition to Section 2.h. (“Notices and Service Messages”), we may notify you via postings on www.wyngspan.com.

Or via mail or courier at:

Wyngspan Corporation
ATTN: Legal Department
25 Braintree Hill Office Park, Suite 200
Braintree, MA 02184


Additionally, Wyngspan accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.


C. Entire Agreement


You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Wyngspan services, third-party content or third party software.


D. Amendments to this Agreement


We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.Wyngspan.com or notifying you otherwise. For example, Wyngspan presents a banner on the site when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 7 (Termination).


E. No informal waivers, agreements or representations


Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Wyngspan Affiliate shall be deemed legally binding on any Wyngspan Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Wyngspan.


F. No Injunctive Relief


In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.


G. Assignment and Delegation


You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Wyngspan Corporation for any third party that assumes our rights and obligations under this Agreement.


H. Potential Other Rights and Obligations


You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.


10. COMPLAINTS REGARDING CONTENT POSTED ON THE WYNGSPAN WEBSITE


We built Wyngspan to facilitate interaction between individuals and trusted businesses, professionals, and service providers. Our main goal is to assist individuals in finding ethical and upstanding business and to help these companies be more successful. To achieve this purpose, we encourage our Members to share truthful and accurate information. We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Members to be accurate and not in violation of the intellectual property rights or other rights of third parties. To promote these objectives, Wyngspan encourages any Member who has questions or believes their rights are being infringed upon to visit the following link to submit information regarding the situation.

www.wyngspan.com/feedback

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