(last modified on May 23rd, 2015)
PLEASE NOTE: The Whatifics Terms of Service on this web page are effective as of the 'Last Updated' date above for any user who is browsing the Whatifics Service, or for any user who creates a Whatifics account on or after that date.
Eligibility and Assent to Terms: The following Terms of Service are for the whatifics.com website, or any redirects, including but not limited to whatif.io, outplaythefuture.com, software applications made available by Whatifics from the website or via a third party ('Software'), and any application programming interface ('API') or other technology or services made available by Whatifics via the website or Software (collectively, the 'Whatifics Service') is a legal contract between you, ('You' or, collectively, 'Users'), and Whatifics regarding your use of the Whatifics Service ('Terms'). The Whatifics Service is not available to any users previously removed from the Whatifics Service by Whatifics. By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms and Conditions.
These Terms provide that all disputes between you and Whatifics will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the 'Arbitration Agreement' section below for the details regarding your agreement to arbitrate any disputes with Whatifics.
YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY FUTURE MODIFICATIONS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE WHATIFICS SERVICE.
IF YOU ARE USING OR OPENING AN ACCOUNT WITH WHATIFICS ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A 'SUBSCRIBING ORGANIZATION') THEN YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS AND AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
BY USING ANY PORTION OF THE WHATIFICS SERVICE, YOU ASSENT TO AND AGREE TO BE BOUND BY THESE TERMS AND HAVE NOT BEEN PREVIOUSLY REMOVED FROM THE WHATIFICS SERVICE.
- Intellectual Property: The Site and its original content, features and functionality are owned by Whatifics Pte Ltd. and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- Modification: We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. We may notify you of changes to these Terms by a notice posted on www.Whatifics.com, by e-mail, upon login to your account on the Service, or by other reasonable means. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the change in order to continue to use the Service. Material changes are effective upon your acceptance of the modified Terms. Immaterial changes are effective upon publication on www.Whatifics.com. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms in effect that the time the dispute arose.
- Additional Terms: Your use of the Whatifics Service is subject to any and all additional terms, policies, rules, or guidelines applicable to the Whatifics Service or certain features of the Whatifics Service that we may post on or link to on the Whatifics Service (the "Additional Terms"), such as end-user license agreements for any downloadable applications that we may offer, or rules applicable to particular features or content on the Whatifics Service, subject to Section 1. All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms.
Fees and Payment:
- Paid Services. Some portions of the Whatifics Service may have fees associated with them (each, a 'Paid Service'). You will have the opportunity to review and accept the fees that you will be charged before using a Paid Service. We may change fees for any portion of the Whatifics Service at any time. Unless otherwise stated, all fees are quoted in U.S. Dollars.
- Free Trial. Whatifics may make available a 14-day trial for a Paid Service without charge to you ("Free Trial"). You may be required to enter a Payment Method (defined below) in order to register for a Free Trial. The applicable Paid Service will automatically commence, and your Payment Method will be charged in accordance with Section 4(d), at the end of the Free Trial unless you log into your Whatifics account and cancel the Paid Service before the end of the Free Trial.
- You are solely responsible for paying all fees and applicable taxes associated with your Whatifics Service account in a timely manner with a valid payment method. By electing to purchase or otherwise use a Paid Service, you authorize Whatifics or its third party payment processors to charge the credit card or other payment method identified by you ('Payment Method'), which you represent and warrant that you are authorized to use, all applicable fees for that Paid Service, including all applicable taxes. For purchases of one-time Paid Services (i.e., not subscriptions), your Payment Method will be billed for that Paid Service on the date that you make the purchase.
For purchases of subscriptions to Paid Services:
- Your 'Subscription Billing Date' is the date when you purchase your first subscription to a Paid Service. For example, if you purchase your first subscription to a Paid Service on January 10th: (1) your Subscription Billing Date for your first monthly subscription and all other monthly subscriptions you purchase is the 10th of each month, (2) your Subscription Billing Date for your first annual subscription is January 10th of each year, and (3) your Subscription Billing Date for all subsequent purchases of annual subscriptions will be the next soonest 10th monthly calendar day after your date of purchase. Your Payment Method will be charged automatically on the Subscription Billing Date all applicable fees for the next month or year, as applicable.
- For any subscription to a Paid Service that you purchase after your Subscription Billing Date is established, your Payment Method will first be charged a pro-rata amount of the subscription fee for the number of days between the purchase date and the applicable Subscription Billing Date. Your Payment Method will then be charged the full periodic subscription fee for the next month or year, as applicable, on each Subscription Billing Date thereafter (or on the last day of the calendar month, if the last day of the calendar month occurs before the Subscription Billing Date for that month).
- For any subscription to a Paid Service, that subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next period's (i.e., month’s or year’s) subscription fees to your Payment Method. We will bill the periodic subscription fee to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information).
- You acknowledge and agree that any credit card and related billing and payment information that you provide to Whatifics may be shared by Whatifics with companies who work on behalf of Whatifics such as payment processors or credit agencies, solely for the purpose of checking credit, effecting payment to Whatifics and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or related charges. Check with your bank and credit card issuers for details. If your Payment Method for any Paid Service fails or your account is past due, (i) you agree to pay all amounts due on your Whatifics account upon demand, (ii) Whatifics may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (iii) Whatifics reserves the right to either suspend or terminate your access to one or more Whatifics Services or your account with Whatifics. Upon any such termination, you will remain obligated to pay all outstanding fees and charges relating to your account and your use of the Whatifics Service before termination.
- Any fees charged to your account are non-refundable except as expressly stated in these Terms. You agree to submit any dispute regarding any charge to your account in writing to Whatifics within thirty (30) days of the charge, otherwise that dispute will be waived and the charge will be final and not subject to challenge. Refunds (if any) made pursuant to a dispute, are at the discretion of Whatifics.
- You are responsible for paying any governmental taxes imposed on your use of the Whatifics Services, including sales, use, or value added taxes. If requested, you will promptly furnish to Whatifics the applicable receipts or certificates regarding such remittances as soon as reasonably practicable. To the extent that Whatifics is obligated to collect such taxes, Whatifics will charge your Payment Method or otherwise add the applicable to your billing account.
- User Accounts: You may browse the Whatifics.com website without creating an account, subject to these Terms. In order to use the full features of the Whatifics Service, you must register for an account or log into the Whatifics Service using another third party platform that we support ('Integrated Service'). Your use of any account with an Integrated Service is subject to any terms, conditions, and policies, including privacy policies, of that Integrated Service. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Whatifics on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you must immediately notify Whatifics. You are solely liable for the losses incurred by Whatifics or others due to any unauthorized use of your Whatifics Service account.
Permission to Use Whatifics Service:
- Whatifics Pte Ltd grants you a non-exclusive, non-transferable, limited license to use the Site in accordance with this Agreement.
- You agree not to use or launch any automated system, including without limitation 'robots' and 'spiders' that accesses the Whatifics Service in a manner that sends more request messages to the Whatifics Service in a given period of time than a human can reasonably produce in the same period by using a conventional web browser or otherwise use the Whatifics Service to collect or harvest any personally identifiable information or any data regarding activities on or usage of the Whatifics Site.
- You also agree that for any API made available by Whatifics: (i) Whatifics makes no representations or warranties whatsoever regarding any API or any quality of service available via any API; (ii) Whatifics may restrict usage limits; (iii) you will not modify any content accessed via that API; (iv) Whatifics may terminate or deprecate any service or functionality available via an API at any time without notice or liability; and (v) use of some APIs may require obtaining an API key from Whatifics, and Whatifics may disable any key at any time without notice or liability.
- Whatifics reserves all rights not expressly granted in these Terms. You acknowledge that Whatifics may automatically issue upgraded versions of the software and systems comprising the Whatifics Service and, accordingly, may upgrade the version of the Whatifics Service that you are using. Whatifics reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Whatifics Service, including technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
License from You
- Whatifics claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Whatifics Services you give Whatifics a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Whatifics to provide you with the Whatifics Services. Furthermore, by creating an Application through use of the Whatifics Services, you give Whatifics a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Whatifics to provide you with the Whatifics Services.
- By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Whatifics Services functionality or features for the sole purpose of collaborating on development of the Application(s).
- You may choose to or we may invite you to submit comments or ideas about the Whatifics Services, including without limitation about how to improve the Whatifics Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Whatifics under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
- You agree that Whatifics, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Whatifics Services.
Marketplace Apps and Add-ons:
- Whatifics may make available through the Whatifics Marketplace additional features, functionality, and services offered by third-party partners (“Add-ons”). Your use of Add-ons is subject to these Terms and to the applicable fees. You acknowledge for each Add-on you subscribe to or purchase through the Whatifics Service, these Terms constitute a binding agreement between you and the third party licensor of that Add-on (“the Add-on Provider”) only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Whatifics is acting as agent for the Add-on Provider in providing each such Add-on to you; Whatifics is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Whatifics is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Whatifics, and Whatifics’s subsidiaries, are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Whatifics will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
- By subscribing to or purchasing an Add-on, you grant Whatifics permission to share your Application, Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.
- The license granted to you to use any Add-on is personal to you, and is not sublicensable to your End Users. You may not provide or resell Add-ons to others.
- Recommendations: Whatifics may, and you grant us permission to, make recommendations via the Whatifics Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Whatifics Services. We will never make recommendations directly to your End Users.
Prohibited Conduct: YOU AGREE NOT TO COMMIT ANY ACT OF THE
FOLLOWING PROHIBITED CONDUCT:
- use the Whatifics Service for any purpose other than to disseminate or receive original or appropriately licensed content and to access the Whatifics Service as such services are offered by Whatifics;
- delete the copyright or other proprietary rights markings on the Whatifics Service or other Users’ User Submissions;
- make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Whatifics Service. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
- use the Whatifics Service in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy or post, upload, or distribute any defamatory, libelous, or inaccurate User Submissions or other content;
- defame, harass, abuse, threaten or defraud Users of the Whatifics Service, or post, upload, or distribute any content that is unlawful or otherwise inappropriate, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the content on the Whatifics Service for any commercial use, it being understood that the content available on the Whatifics Service is for personal, non-commercial use only;
- rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted in these Terms or any Materials (as defined below);
- impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Whatifics Service accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the Whatifics Service, or perform any other similar fraudulent activity;
- hack, remove, circumvent, disable, damage or otherwise interfere with security-related features of the Whatifics Service or User Submissions, features that prevent or restrict use or copying of any content accessible through the Whatifics Service, or features that enforce limitations on the use of the Whatifics Service or User Submissions, or intentionally interfere with or damage operation of the Whatifics Service or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Whatifics Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- modify, adapt, translate or create derivative works based upon the Whatifics Service or any part thereof, except and only to the extent that such activity is expressly permitted by these Terms or applicable law notwithstanding this limitation; or
- remove, obscure, block, hide or otherwise alter the display of any advertising (or any parts or aspects thereof), Whatifics brand elements, including logos, trademarks, service marks or other Materials displayed by Whatifics in connection with the Whatifics Service in any manner whatsoever, regardless of your use of the embedding functionality of the Whatifics Service to display authorized content on your or other third party sites.
Content on the Whatifics Services and Take Down Obligations
- You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Whatifics Service are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” The term Content shall specifically exclude the web application that you create using the Whatifics Service and any scenario information entered by you to be used with the Whatifics Service (collectively, “Applications”).
- Whatifics reserves the right (but shall have no obligation) to remove any or all Content from the Whatifics Service. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Whatifics. In the event that you elect not to comply with a request from Whatifics to take down certain Content, Whatifics reserves the right to directly take down such Content or to disable Applications.
- In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user’s account on your Application. Whatifics reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
- You agree that you are solely responsible for (and that Whatifics has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Whatifics Service and for the consequences of your actions (including any loss or damage which Whatifics may suffer) by doing so.
- You agree that Whatifics has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
Third Party Software; Integrated Services and Linked Sites:
- Whatifics may provide tools through the Whatifics Service that enable you to export information to Integrated Services, including through features that allow you to link your Whatifics account with an account on the Integrated Service, such as DropBox or Twitter, or through implementation of third party buttons (such as 'like' or 'share' buttons). By using these tools, you agree that we may transfer that information to the applicable Integrated Service. In addition, the Whatifics Service may include links or references to other web sites or services solely as a convenience to Users ('Linked Sites'). Whatifics does not endorse any such Integrated Services or Linked Sites or the information, materials, products, or services contained on or accessible through any of them. Such third party sites and services are not under Whatifics’s control, and Whatifics is not responsible for their use of exported information. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Whatifics Service are also solely between you and such advertiser. Access and use of Integrated Services and Linked Sites, including the information, materials, products, and services on or available through them, is solely at your own risk.
- You agree that Whatifics, in its sole discretion, and without penalty, may terminate or suspend any account hosted by, or your use of, the Whatifics Service and remove and discard all or any part of your account and User profile for any reason at any time. Whatifics may also in its sole discretion and at any time discontinue providing access to the Whatifics Service, or any part thereof, with or without notice. You agree that any termination of your access to the Whatifics Service or any account you may have or portion thereof may be effected without prior notice, and you agree that Whatifics will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Whatifics may have at law or in equity. Upon termination for any reason, you agree to immediately stop using the Whatifics Service, any accompanying documentation, and all other associated materials. Your only remedy with respect to any dissatisfaction with: (i) the Whatifics Service; (ii) any term of these Terms; (iii) any policy or practice of Whatifics in operating the Whatifics Service; or (iv) any content or information transmitted through the Whatifics Service, is to terminate these Terms and your account.
- You may cancel a Paid Service at any time by navigating to your account settings within the Whatifics Service and selecting the option to cancel that Paid Service. Unused fees are non-refundable and Whatifics reserves the right to charge you subscription fees through the end of the subscription term that you elected. If Whatifics charges you fees for the full subscription term, you will continue to have access to the cancelled Paid Service through the end of your subscription term, and these Terms will continue to apply to your use of that Paid Service.
- You may terminate your Whatifics Service account and these Terms at any time by navigating to your account settings within the Whatifics Service and selection the option to terminate your account. If Whatifics terminates your account for your breach of these Terms, Whatifics reserves the right to charge you fees through the end of your subscription term for any Paid Service you purchased prior to termination. If Whatifics terminates your use of any part or all of the Whatifics Service prior to the completion of your subscription period (except if such termination is a result of your breach of these Terms, in which case Whatifics may terminate without liability as described in the paragraph above), your sole remedy is a pro-rata refund of the purchase price paid for any terminated Paid Service.
Privacy; Consent to Electronic Communications:
- You agree that you will protect the privacy and legal rights of the users to whom you serve web pages (“End Users”) via any application you develop on the Whatifics Service. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to the Whatifics Service.
- Ownership; Proprietary Rights: The Whatifics Service is owned and operated by Whatifics. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Whatifics Service provided by Whatifics (the 'Materials') are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Submissions that are provided and owned by Users, all Materials contained on the Whatifics Service are the property of Whatifics or its subsidiaries or affiliated companies or third-party licensors. All trademarks, service marks, and trade names are proprietary to Whatifics or its affiliates or third-party licensors. Except as expressly authorized by Whatifics, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Whatifics reserves all rights not expressly granted in these Terms.
- Indemnification: You agree to indemnify Whatifics, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Whatifics Service, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you in these Terms. Whatifics reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Whatifics, and you agree to cooperate with Whatifics's defense of these claims. Upon notice of any impending claim, action or proceeding, Whatifics will use reasonable efforts to notify of any indemnification obligation.
- Disclaimer of Warranties: WHATIFICS, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WHATIFICS OR THROUGH THE WHATIFICS SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU EXPRESSLY ACKNOWLEGE THAT THIS DISCLAIMER INCLUDES WHATIFICS'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS. YOU EXPRESSLY AGREE THAT THE USE OF THE WHATIFICS SERVICE IS AT YOUR SOLE RISK. THE WHATIFICS SERVICE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER SUBMISSIONS, LINKED SITES, PRODUCTS, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WHATIFICS SERVICE ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE', 'WITH ALL FAULTS' BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. WHATIFICS, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, USER SUBMISSIONS, OR ANY OTHER PRODUCTS, SERVICES OR APPLICATIONS OFFERED ON OR THROUGH THE WHATIFICS SERVICE OR ANY LINKED SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. WHATIFICS, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WHATIFICS SERVICE OR ANY LINKED SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WHATIFICS SERVICE OR ANY LINKED SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
Limitation of Liability and Damages:
- UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WHATIFICS 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 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 THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE THE WHATIFICS SERVICE OR ANY LINKED SITES, OR ANY OTHER INTERACTIONS WITH WHATIFICS OR OTHER WHATIFICS SERVICE USERS, EVEN IF WHATIFICS OR AN WHATIFICS 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, WHATIFICS’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL WHATIFICS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WHATIFICS SERVICE OR YOUR INTERACTIONS WITH WHATIFICS OR OTHER WHATIFICS SERVICE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WHATIFICS SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN WHATIFICS AND RECEIVED THROUGH OR ADVERTISED ON THE WHATIFICS SERVICE OR RECEIVED THROUGH ANY LINKED SITES.
- YOU ACKNOWLEDGE AND AGREE THAT WHATIFICS HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND WHATIFICS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WHATIFICS. WHATIFICS WOULD NOT BE ABLE TO PROVIDE THE WHATIFICS SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
- CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
Arbitration Agreement; Governing Law:
- Generally. In the interest of resolving disputes between you and Whatifics in the most expedient and cost effective manner, you and Whatifics agree that any and all disputes arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms or the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and Whatifics are each waiving the right to a trial by jury or to participate in a class action.
- Exceptions. You and Whatifics agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit either of our rights to: (i) bring an individual action in small claims court; (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.
- Arbitration. Any arbitration between you and Whatifics will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, 'AAA Rules') of the American Arbitration Association ('AAA'), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Whatifics.
- Arbitration Notice; Process. If you elect to seek arbitration, you must first send to Whatifics, by certified mail or FedEx (signature required), a written notice of your claim addressed to: Legal Dept., Whatifics, 131 Lytton Ave, Palo Alto, CA 94301, USA. If Whatifics elects to seek arbitration, it will send a written notice to the email address you provided to Whatifics for your account. An arbitration notice, whether sent by you or by Whatifics, must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. You and Whatifics each agree to use good faith efforts to directly resolve any claim, but if we do not reach an agreement to resolve the claim within 30 days after the notice is received, you or Whatifics may commence an arbitration proceeding or file a claim in small claims court. During any arbitration, the amount of any settlement offer made by Whatifics or you must not be disclosed to the arbitrator. You may download or copy a form notice and a form to initiate arbitration at www.adr.org. If our dispute is finally resolved through arbitration in your favor, Whatifics will pay you: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by Whatifics in settlement of the dispute prior to the arbitrator’s award; or (C) $1,000, whichever is highest.
- Fees. If you commence arbitration in accordance with these Terms, Whatifics will reimburse you for your payment of the filing fee unless your claim is for greater than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in the city of your billing address provided to Whatifics as part of your account registration, or, if no city was provided, in the in AAA office nearest to you, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Whatifics for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. YOU AND Whatifics AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Whatifics agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications. If Whatifics makes any future change to this arbitration provision (other than a change to the Whatifics's address for notice), you may reject the change by sending us written notice within 30 days of Whatifics’s notice to you of the change, in which case your account with Whatifics will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
- Enforceability. If only Subsection (f) of this arbitration agreement provision, or the entirety of this arbitration agreement provision, is found to be unenforceable, then the entirety of this arbitration agreement provision will be void and, in that case, you and Whatifics both agree that the exclusive jurisdiction and venue described below will govern any action arising out of or related to these Terms.
- Governing Law; Venue. These Terms and any action arising out of these Terms or your use of the Service, whether interpreted in a court of law or in arbitration, will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted under these Terms, you and Whatifics agree to the personal and exclusive jurisdiction in the state and federal courts in San Francisco, California.
Government Terms: If you use the Whatifics Service in an official
capacity for a federal, state or local government or government agency
in the United States, the following modifications of these Terms apply
solely to that official use:
- Indemnification. The terms of Section 16 will apply to you only to the extent expressly permitted by your jurisdiction’s laws.
- Arbitration. The terms of Section 20(a) – (h) do not apply to your official use of the Service.
- Governing Law. The terms of Section 20(i) will apply only to the extent expressly permitted by your jurisdiction’s laws.
- YOU AND WHATIFICS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WHATIFICS SERVICE OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Parts of this document are an adaptation of the Google App Engine Terms of Service. The original work has been modified. Google, Inc. is not connected with and does not sponsor or endorse Whatifics or its use of the work.
The services are offered by Whatifics Pte Ltd, located at:
73 Ayer Rajah Crescent, #03-28