Terms of Service
Effective Date: July 7, 2017
1. Introduction. These Terms of Service and End User License Agreement (“Terms”) are a legal agreement between you and Wikibuy (“Wikibuy, LLC,” “us,” or “we”) regarding your use of our website at www.wikibuy.com (including any subdomains) (the “Site”), our Wikibuy browser extension (the “Browser Companion”) and all related websites, networks, applications, and other services provided by us and on which a link to these Terms is included (together with the Site and Browser Companion, “Wikibuy” or the “Service”).
BY CLICKING “I AGREE” OR USING ANY PORTION OF THE SERVICE, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, INDEMNITY AND LIMITATION OF LIABILITY PROVISIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I AGREE” AND DO NOT USE THE SERVICE.
In these Terms, reference is made to our “affiliates,” which shall include companies that are affiliated with us by reason that these companies are in the same common ownership as us. Affiliates shall also include the parent company of the group of which we are a member.
These Terms provide that all disputes between you and Wikibuy, LLC 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 Section 26 below for the details regarding your agreement to arbitrate any disputes with Wikibuy, LLC.
2. Eligibility. You must be 18 years of age or older to use the Service. You represent and warrant that any profile information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by these Terms. The Service is not intended for those under the age of 18. Use of the Service is void where prohibited. Except as otherwise expressly provided in these Terms, the Service is for personal, non-commercial use only and you represent and warrant that you are not using the Service on behalf of any third person or entity. Limited commercial use of the Service is permitted as described in Section 3 by authorized representatives of companies, entities, or other organizations that are online merchants (each a “Merchant”). If you use the Service on behalf of a Merchant, then you represent and warrant that you: (a) are an authorized representative of that Merchant with the authority to bind that Merchant to these Terms and (b) are bound by these Terms on behalf of that Merchant.
3. Service Description. The Service is primarily a tool that facilitates and assists users who wish to obtain and share pricing information about and purchase goods from a variety of online third-party merchants. The Service may also be used by Merchants that may wish to display their products and goods to other users through their use of the Service or who want to verify information about that Merchant’s online product offerings that is made available via the Service to other users of the Service or in connection with providing feedback to Wikibuy, LLC about the Service. The Service may, among other features, allow you to compare products and their prices while browsing third-party online-shopping sites or directly on the Site and provide you with offers for products you may be interested in purchasing and help facilitate that purchase for you from a third-party Merchant. It may also enable you to purchase products from third-party sellers via the Site (each, a “Purchased Product”). When purchasing Purchased Products, Wikibuy, LLC will act on your behalf to find the products that you desire to purchase and, when you complete the ordering process for a particular Purchased Product, we will purchase the products on your behalf from a merchant that is selling the applicable Purchased Product (the “Seller”). In general, the Purchased Products will be shipped directly to you by the Seller, and Wikibuy, LLC will not take possession of the Purchased Products. With respect to the foregoing, you agree to enter into a principal-agent relationship with Wikibuy, LLC, in which you act as the principal, and Wikibuy, LLC acts as your agent, consistent with the law of “Agency.” Agency is generally defined as a legal relationship founded on an express or implied contract of two parties, by virtue of which one party, the agent, is authorized to act for the other party, who is the principal.
Wikibuy, LLC has no duties to you (including fiduciary duties) with respect to the Service except as expressly set forth in these Terms.
THE PROVISION OF INFORMATION REGARDING PRODUCTS OR MERCHANTS IN THE SERVICE OR ENABLING PURCHASE OF PRODUCTS VIA THE SERVICE IS NOT A RECOMMENDATION OR ENDORSEMENT OF ANY PRODUCT OR MERCHANT.
Except where noted otherwise, the price displayed for products made available for purchase via the Service represents the full retail price listed on the product itself. Please note that pricing information displayed on the Service is subject to change, and that we have no control over fee adjustments made by third parties, including Sellers. In the event of a pricing error, Wikibuy, LLC expressly reserves the right to correct the error on the Service or pending orders made under an incorrect price. In that event, if available, we will offer you the opportunity to keep your pending order at the correct price or we will cancel your order without penalty.
When purchasing products through the Service, you will often have a choice of various shipping and return options that may be offered for different prices. We will apply reasonable effort to be as accurate as we can with regards to inventory availability, estimate shipping dates and product delivery timeframes.
When you place an order with Wikibuy, we will perform a preauthorization on your credit card for the pending order. Your credit card will not be charged until Wikibuy verifies your order has begun fulfillment.
YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND PAYING THE APPROPRIATE GOVERNMENT TAXES, FEES, AND SERVICE CHARGES RESULTING FROM A TRANSACTION OCCURRING THROUGH THE SERVICE. WE ARE NOT RESPONSIBLE FOR COLLECTING, REPORTING, PAYING, OR REMITTING TO YOU ANY OF THOSE TAXES, FEES, OR SERVICE CHARGES, EXCEPT AS MAY OTHERWISE BE REQUIRED BY LAW. YOU ACKNOWLEDGE THAT, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, WIKIBUY, LLC DOES NOT COLLECT TAXES FOR REMITTANCE TO APPLICABLE TAXING AUTHORITIES IN CONNECTION WITH PURCHASED PRODUCTS. THE TAX RECOVERY CHARGES ON PURCHASED PRODUCTS ARE A RECOVERY OF THE ESTIMATED SALES TAXES THAT WIKIBUY, LLC IS REQUIRED PAY TO THE APPLICABLE SELLER FOR TAXES DUE ON THE PURCHASED PRODUCT. THE SELLERS INVOICE WIKIBUY, LLC FOR CERTAIN CHARGES, INCLUDING TAX AMOUNTS. SELLERS ARE RESPONSIBLE FOR REMITTING APPLICABLE TAXES TO THE APPLICABLE TAXING JURISDICTIONS. WIKIBUY, LLC DOES NOT ACT AS A CO-VENDOR WITH THE APPLICABLE SELLER FOR A PARTICULAR PURCHASED PRODUCT. TAXABILITY AND THE APPROPRIATE TAX RATE VARY GREATLY BY LOCATION. THE ACTUAL TAX AMOUNTS PAID BY WIKIBUY, LLC TO SELLERS MAY VARY FROM THE TAX RECOVERY CHARGE AMOUNTS, DEPENDING UPON THE RATES, DELIVERY LOCATION, TAXABILITY, ETC. IN EFFECT AT THE TIME OF THE ACTUAL SHIPMENT OF A PURCHASED PRODUCT TO YOU.
7. Account. In order to use the Service, you must create an account, including a username and password. The Service may allow you to register and log in using sign-on functionality provided by social networks, such as Facebook. You agree to abide by the social networks’ terms and conditions applicable to you. When registering for an account, you must provide accurate and complete information. You certify, represent, and warrant that the information you provide in registering your account is true, accurate, complete, current, and that it belongs to you. You will keep your information complete and up-to-date at all times. Failure to maintain your registration information may cause your access to the Service to be interrupted, suspended, or terminated.
In order to enable you to earn cash back for qualifying purchases at eligible Merchants, Wikibuy, LLC lets you know when your purchases may be eligible for cash back from Ebates and may offer to create a free account for you at Ebates.com. By continuing and electing to create an Ebates.com account with the Service, you agree to their terms and conditions posted here: https://www.ebates.com/help/terms_and_conditions.htm. In order to earn cash back through Ebates, you must be willing to accept Ebates cookies to track and report sales and cashback.
You are solely responsible for all activities that occur through your account. You shall not use the Service for any illegal or unauthorized purpose, and you shall not abuse, harass, threaten, harm or impersonate other Wikibuy users or employees of Wikibuy or any of its affiliates, at any time or for any reason. You are responsible for monitoring your account, changing your password periodically, and notifying Wikibuy, LLC immediately of any unauthorized use or breach of security of your password. To protect your account from unauthorized use, you shall not provide your username or password to anyone else, and you may not allow any other person or entity to access or use your account. To ensure security, you shall not transmit worms, viruses or any code of a destructive nature to us, other users, or the Service. Please notify us immediately of any unauthorized use of your account or any other breach of security by sending an email to email@example.com.
8. License and Restrictions
a. The proprietary software associated with the Browser Companion (including any enhancements or modifications and any related documentation) (the “Software”) is a copyrighted work. Subject to your compliance with these Terms, and in consideration of your promises reflected in these Terms, Wikibuy, LLC grants you a personal, non-commercial, non-exclusive, non-assignable, non-sublicensable, non-transferable, revocable license to download, install, and use the Browser Companion to and on computers controlled by you and to use the Software solely to use the Service as permitted under these Terms. All rights not expressly granted to you by the foregoing sentence are reserved by Wikibuy, LLC. Without limiting the generality of the foregoing, you may not copy, modify, distribute, reverse engineer, decompile, or disassemble the Software or any other technology relating to the Service, except that you may make one copy of the Software for back-up purposes. You may not use the Software for any commercial purpose other than shopping for or purchasing products in connection with the Service and as permitted hereunder, and you may not transfer, sell, assign, or convey it to another party without Wikibuy, LLC’S prior written consent.
b. The Software you download consists of a package of components, which may include certain third-party software (“Third-Party Software””) provided under separate license terms (the “Third-Party Terms”), which can be found in the documentation for the Service or the applicable help, notices, about or source files. Your use of the Third-Party Software, if any, in conjunction with the Service in a manner consistent with these Terms is permitted, however, you may have broader rights under the applicable Third-Party Terms and nothing in these Terms is intended to impose further restrictions on your use of the Third-Party Software.
c. Subject to your compliance with these Terms, and in consideration of your promises reflected in these Terms, Wikibuy, LLC grants to you a limited license to make personal use of the Service. This license expressly excludes, without limitation, any resale, modification, or commercial use of the Service or any portion thereof and making any derivative works based upon or distributing or copying the Service, except as expressly permitted in these Terms. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Wikibuy, LLC or our affiliates without our express written consent. You may not use any meta tags or any other “hidden text” utilizing the name or trademarks of Wikibuy, LLC or our affiliates without the express written consent of us. Any unauthorized use terminates the permission or license granted by Wikibuy, LLC in this paragraph.
d. You must comply with all applicable laws when using the Service. Except as may be expressly permitted by applicable law or expressly enabled by a feature of the Service, you will not, and will not permit anyone else to: (i) store, copy, modify, or distribute any of the content made available on the Service; (ii) compile or collect any content available on the Service as part of a database or other work; (iii) use any automated tool (e.g., robots, spiders) or manual process to monitor, store, copy, modify, distribute, or resell any content from the Service; (iv) frame or otherwise incorporate the Service or any portion of the Service as part of another website or service; (v) reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion of the Service (including the display of third-party advertising); (vi) circumvent or disable any digital rights management, usage rules, or other security features of the Service, or any content available on the Service; (vii) use the Service in a manner that threatens the integrity, performance, or availability of the Service; (viii) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service or any content available from the Service; or (ix) include any personal or identifying information about another person in your User Content (defined below) without that person’s explicit consent.
e. You are prohibited from falsely stating or otherwise misrepresenting your affiliation with any person or entity. You are prohibited from using any information obtained via the Service for any purpose other than shopping for products without the express written permission of Wikibuy, LLC. We reserve the right to delete accounts associated with domains owned or operated by our competitors.
9. Product and Cash Back Account Information. You understand and acknowledge that, through your use of the Service, you are authorizing and directing us to act on your behalf to collect and store information from third-party Merchants, Sellers, and cash back providers for which you demonstrate interest during your activities on the Internet. This information includes, but not limited to, product descriptions, pricing and shipping information, and cash back earned in order to retain and share that information with other users of the Service. If you use the functionality within the Service that allows you to share your purchase information with us, you acknowledge that information on the price you paid, whether a purchase was initiated, coupons you used, whether a coupon or coupon code is valid and effective, cash back account details, and other details about your purchase transaction will be shared with and collected by Wikibuy, LLC. We may use this information to improve the Service, including by sharing the price information and coupon codes with other users, but Wikibuy, LLC won’t specifically identify you in connection with our use of that information when we share it with other users.
10. Wikibuy Product Promise. Wikibuy, LLC attempts to be as accurate as possible with all product descriptions made available via the Service but Wikibuy, LLC does not warrant that product descriptions or other content on the Service is accurate, complete, reliable, current, or error-free. However, subject to the conditions contained in this Section 10, if you make a purchase based on use of our Service but are not satisfied with your purchase due to a defect in the product or customer service, Wikibuy, LLC will use commercially reasonable efforts to help resolve the issue.
- Some examples of how Wikibuy, LLC may resolve the issue include:
- Assisting you in resolving the issues directly with the merchant
- Assisting you in disputing an invalid charge with your credit card company
- Refunding a portion or all of the purchase price
This guarantee is a commitment to use commercially reasonable efforts to address customer dissatisfaction when a Seller fails to deliver in accordance with their terms, not a warranty or product endorsement. Your purchase is subject to the terms provided by the supplier of the particular product. If Wikibuy, LLC determines in our sole discretion that your request is made in bad faith, Wikibuy, LLC obligations under this Section 10 are automatically discharged. You must reasonably cooperate with Wikibuy, LLC in providing any required information to assist Wikibuy, LLC in resolving the issue, including but not limited to: a copy of your order confirmation plus order number and shipment tracking number, assistance with cancelling and reordering from another merchant, and providing permission for Wikibuy, LLC to contact a merchant directly on your behalf or interfacing with your bank as necessary. WIKIBUY, LLC’S LIABILITY UNDER THIS SECTION 10 WILL NOT EXCEED THE PRICE PAID BY YOU FOR THE PRODUCT AT ISSUE.
11. Wikibuy Credits.
a. Generally. In connection with various promotions and offers made available by us via the Service (“Wikibuy Promotions”), we may, from time to time, make available to you reward incentives for completing certain actions or activities that can be used in connection with purchases you make via the Service (“Wikibuy Credits”). In order to receive Wikibuy Credits, you must comply with all terms that relate to the applicable Wikibuy Promotion and you must have an active account with the Service that is in good standing. Wikibuy Credits are not real money, do not have monetary value, and may never be redeemed for “real world” money, or other items of monetary value from outside of the Service without our written permission. While we may use terms like “buy,” “earn,” “spend,” or “sell” in reference to Wikibuy Credits, we do so only for convenience and those terms in no way indicate that Wikibuy Credits have monetary value or are real money.
b. License. Wikibuy Credits obtained via the Service are provided to you under a limited, personal, revocable, non-transferable (except as specifically provided below), non-sublicensable license to use within the Service. Wikibuy Credits may not be transferred (except as specifically provided below) or resold in any manner, including, without limitation, by means of any direct sale or auction service. You have no property interest, right, or title in or to any Wikibuy Credits appearing or originating in the Service or any other attributes associated with use of the Service.
c. Limitation of Liability. We have no liability for hacking or loss of your Wikibuy Credits, but we will use commercially reasonable efforts to restore Wikibuy Credits in the event of any hacking or loss. We have no obligation to, and will not, reimburse you for any Wikibuy Credits or any goods or services obtained via Wikibuy Credits that are forfeited due to your violation of these Terms. We reserve the right, without prior notification, to limit the quantity of Wikibuy Credits or to refuse to provide you with any Wikibuy Credits. Price, exchangeability, and availability of Wikibuy Credits are determined by us in our sole discretion and are subject to change without notice. You agree that we have the absolute right to manage, distribute, regulate, control, modify, cancel, restrict, terminate, or eliminate Wikibuy Credits as we see fit in our sole discretion, and that we will have no liability for exercising that right. We are not liable to you for any damages or claims that may arise from the loss or use of your Wikibuy Credits regardless of the circumstances. You absolve us of any responsibility to maintain or update your Wikibuy Credits balance. However, if there is a loss of Wikibuy Credits in your account due to technical or operational problems with the Service, we may replenish the lost Wikibuy Credits once the loss has been verified. Without limiting any of the foregoing, our maximum liability or responsibility to you is to replenish the Wikibuy Credits lost.
d. Redemption. You may redeem Wikibuy Credits to reduce the price you have to pay for Purchased Products or as otherwise set forth on the Service. All redemptions are subject to these Terms and all limitations and requirements stated via the Service. All redemptions of Wikibuy Credits are final. Once your Wikibuy Credits have been redeemed, they will be subtracted from your Wikibuy Credits balance and will not be refunded or returned, except in our sole discretion. Wikibuy, LLC may also issue Wikibuy Credits at no charge to users, at its discretion.
e. Loss of Wikibuy Credits. Wikibuy, LLC may subtract Wikibuy Credits from your account if it determines, in its sole discretion, that you did not properly “earn” the Wikibuy Credits.
12. User Content. In connection with registration for an account for the Service or other use of the Service, users may post comments, product reviews, or otherwise provide information to the Service (“User Content”). You agree that you will not upload User Content to the Service unless you have created that content yourself or you have permission from the copyright owner to do so.
Communications in chat areas, forums, bulletin boards, communities, product reviews, or other public or common areas of the Service are not private communications. You should use caution when submitting any User Content that contains your personal information to a public or common area of the Service.
You agree not to upload to the Service or otherwise post, transmit, distribute, or disseminate through the Service any material that: (i) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, inflammatory, abusive, abusive, inflammatory; (ii) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (iii) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (iv) contains corrupted data or any other harmful, disruptive, or destructive files; (v) advertises products or services competitive with Wikibuy, LLC’s or our partners’ products and services, as determined by Wikibuy, LLC in our sole discretion; or (vi) in Wikibuy, LLC’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Service, or which may expose Wikibuy, LLC, our affiliates, or users to harm or liability of any nature.
Although Wikibuy, LLC has no obligation to screen, edit, or monitor any User Content, Wikibuy, LLC reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using the Service, you may be exposed to User Content that is offensive, indecent, objectionable, or inaccurate. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
13. Merchant Content. In connection with registration for an account for the Service for, or other use of the Service by, any user affiliated with, representing, associated with, or otherwise acting for, through, or on behalf of a Merchant, you agree to permit Wikibuy, LLC to collect by whatever means, use, retain, store, and display, within or as part of the Service, information, images, text, descriptions, prices, and any other data, in whatever form, that is presented on, available through, or derivable from any generally available website owned, provided, or maintained by, or otherwise associated with, that Merchant (“Merchant Content”), notwithstanding any agreements, terms-of-service restrictions, or other provisions to the contrary. You represent and warrant that your use of the Service is within the scope of your duties with respect to the Merchant with which you are affiliated or associated and that you have authority to consent effectively on behalf of the Merchant to our collection, use, retention, storage, and display of any and all that Merchant Content.
For any and all Merchant Content of the Merchant with which you are affiliated or associated, you grant us and our subsidiaries, affiliates, and successors: (a) a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, prepare derivative works of, distribute, publicly perform, and publicly display that Merchant Content throughout the world in any media in connection with the Service and Wikibuy, LLC’s business, including without limitation for promoting the Service; and (b) the right to use the Merchant’s name in connection with the Merchant Content, if we choose. The applicable Merchant retains all rights in its Merchant Content, subject to the rights granted to Wikibuy, LLC in these Terms. Such Merchant represents and warrants that all Merchant Content that it may provide shall be its wholly original material (except for material that such Merchant is using with the permission of its owner), and does not infringe or violate any copyright, trademark or other rights of any third party including without limitation any rights of privacy or publicity.
Although Wikibuy, LLC has no obligation to screen, edit, or monitor any Merchant Content, Wikibuy, LLC reserves the right, and has absolute discretion, to remove, screen, edit, or disable any Merchant Content at any time and for any reason without notice.
You understand that by using the Service, you may be exposed to Merchant Content that is offensive, indecent, objectionable, or inaccurate. We take no responsibility and assume no liability for any Merchant Content, including any loss or damage to any of Merchant Content.
14. Licensed Content. Content on the Service, including User Content provided by other users, has been licensed to Wikibuy, LLC in accordance with various licensing agreements between Wikibuy, LLC and the persons or entities who own the rights to that content (“Licensed Content”). Licensed Content is protected by intellectual property laws. Any opinion, advice, statement, service, offer, or other information that constitutes part of the Licensed Content expressed or made available via the Service are those of the respective authors or producers and not of Wikibuy, LLC or our directors, officers, employees, agents, representatives, partners, or affiliates. Wikibuy, LLC or our directors, officers, employees, agents, representatives, partners, or affiliates will not be held liable for any loss or damage caused by your reliance on any information obtained through the Service.
15. Ownership; Trademarks. We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Service. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you.
“Wikibuy” is a trademark of Wikibuy, LLC. Other product, brand, and company names and logos used on the Service are the trademarks or registered trademarks of their respective owners. Any use of any of the marks appearing on the Service without the prior written consent of Wikibuy, LLC or the owner of the mark, as appropriate, is strictly prohibited.
16. Access; Modifications to the Service. Wikibuy, LLC does not provide you with the equipment to use the Service. You are responsible for all fees charged by third parties to access and use the Service (e.g., charges by ISPs or mobile carriers). Wikibuy, LLC reserves the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. Wikibuy, LLC will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
17. No Support. Unless otherwise agreed by Wikibuy, LLC in writing, or otherwise expressly specified in these Terms, Wikibuy, LLC is not obligated to provide any support for the Service.
18. Feedback. If you provide feedback to Wikibuy, LLC regarding the Service (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Wikibuy, LLC to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to Wikibuy, LLC a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner and for any purpose.
19. Termination. You may terminate your use of the Service at any time by terminating your account and deleting any Software from your device or personal computer. To uninstall the Browser Companion or any other Software that is on your computer, please see the “Help” information available via the applicable Software or contact us at firstname.lastname@example.org.
Wikibuy, LLC may suspend or terminate your access to the Service at any time, for any reason. If Wikibuy, LLC suspects that you have violated any provision of these Terms, Wikibuy, LLC may also seek any other available legal remedy. Your rights under these Terms will terminate automatically if you fail to comply with any of these Terms. Upon termination, you must destroy or delete any copy of Wikibuy, LLC software in your possession.
You remain solely liable for all obligations related to use of the Service, even after you have stopped using the Service. Neither Wikibuy, LLC nor any of our licensors, suppliers, or vendors is liable to you or to any third party for any loss caused by any termination of the Service or termination of your access to the Service, including any damage or loss to any data, computers, systems, or networks.
20. Breach of these Terms and Liquidated Damages. Wikibuy, LLC may monitor the Service for violations of these Terms, and you agree (a) not to bypass monitoring, (b) that Wikibuy, LLC will not be liable for monitoring, and (c) nothing Wikibuy, LLC says or does waives our rights to monitor the Service. If Wikibuy, LLC determines that you have materially breached these Terms, it may, and without limiting any of our other remedies, immediately and without notice, suspend your account, terminate your account, identify you to third parties, or take legal action.
You agree that you will be liable for breaches of these Terms, by you and your affiliates, consultants, agents, contractors, or employees and anyone else accessing the Service on your behalf (directly or indirectly). You agree to pay Wikibuy, LLC liquidated damages as described below for any breach of Sections 8, 11, 12, 13, 15, or 26 of these Terms. You agree that damages to Wikibuy, LLC from any breach of those Sections would be extremely difficult to quantify. Therefore, in lieu of actual damages, Wikibuy, LLC will be entitled to elect to receive $75,000 in liquidated damages as a reasonable estimate of our damages for each breach of Sections 8, 11, 12, 13, 15, or 26 of these Terms. Wikibuy, LLC intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws. Further, in addition to its rights under these Terms, Wikibuy, LLC may have rights created under other law, and its right to elect liquidated damages under this Section 20 for a breach of these Terms will not restrict Wikibuy, LLC’s ability to seek damages and other remedies under other law.
21. Third-Party Content. The Service may contain links to Web pages and content of third parties (“Third-Party Content”), including User Content, Merchant Content, and other third-party content, as a service to those interested in this information. We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content. We undertake no responsibility to update or review any Third-Party Content and can make no guarantee as to its accuracy or completeness.
Additionally, if you follow a link or otherwise navigate away from the Service, please be aware that you may also be subject to third-party terms and policies. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Service. We make no representation or warranty as to the security of links to other websites, including Third-Party Content, nor do we make any representation or warranty as to whether such links or such other websites, including Third Party Content, are free of viruses or other forms of data corruption. In addition, we will not and cannot censor or edit Third Party Content. By using the Service, you expressly relieve us and our affiliates from any and all liability arising from your use of Third Party Content. You access and use Third-Party Content at your own risk.
22. Promotions. We may email or provide you coupons, offers, and other specials from third parties (collectively “Third-Party Promotions”). Wikibuy, LLC is not responsible for the redemption, errors, omissions, or expiration of Third-Party Promotions. All Third-Party Promotions featured as a part of the Service are subject to change without notice and we have no control over their legality or the ability of any merchant to complete the Third-Party Promotion (including, the sale in accordance with the offer). The Service may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with those dealings, are solely between you and that third party.
23. Disclaimer of Warranties. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIKIBUY, LLC, OUR AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WIKIBUY, LLC DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR THAT ANY DATA SENT BY OR TO YOU WILL BE ACCURATE, COMPLETE, TRANSMITTED IN UNCORRUPTED FORM, OR TRANSMITTED WITHIN A REASONABLE AMOUNT OF TIME. WIKIBUY, LLC DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR SOLE REMEDY IN THE EVENT OF ANY DEFICIENCY, ERROR, OR INACCURACY IN THE SERVICE SHALL BE TO REQUEST THAT WIKIBUY, LLC CORRECT THE MATTER OR, IF WIKIBUY, LLC FAILS TO DO SO, TO DISCONTINUE YOUR USE OF THE SERVICE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DELAY OR LOSS OF ANY KIND THAT RESULTS FROM YOUR ACCESS OR USE OF THE SERVICE, INCLUDING LOSS OF ANY LOSS OR HARM TO YOUR COMPUTER OR MOBILE DEVICE. NOTWITHSTANDING ANYTHING WRITTEN OR IMPLIED ON THE SERVICE, WIKIBUY, LLC DOES NOT GUARANTEE THAT PRODUCTS OFFERED THROUGH THE SERVICE WILL BE SOLD AT THE LOWEST PRICE COMPARED TO ALL OTHER VENDORS OF THE SAME PRODUCTS OR WITH THE MOST FAVORABLE SHIPPING AND HANDLING FEES OR SHIPMENT TIMES. WIKIBUY, LLC DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE, AND WIKIBUY, LLC IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING ANY MERCHANTS OR SELLERS. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
24. Limitation of Liability. The Site, Browser Companion, or other portions of the Service may include inaccuracies or errors, including pricing errors. In particular, Wikibuy, LLC does not guarantee the accuracy of, and disclaims all liability for any errors or other inaccuracies relating to the information and description of the third-party products displayed on this Service (including, without limitation, the pricing, photographs, general product descriptions, etc.).
Termination of your account is your sole right and remedy with respect to any dispute with Wikibuy, LLC regarding the Service or these Terms.
NEITHER WIKIBUY, LLC NOR OUR AFFILIATES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, DAMAGES TO COMPUTERS, SYSTEMS, OR NETWORKS, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES, RESULTING FROM YOUR ACCESS, USE, OR TERMINATION OF USE OF THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE MAXIMUM TOTAL LIABILITY OF WIKIBUY, LLC, OUR AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS TO YOU FOR ANY CLAIM RELATED TO THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS THE GREATER OF THE AMOUNT YOU PAID FOR THE RIGHT TO ACCESS THE SERVICE OR $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
25. Indemnity and Attorneys’ Fees. You will defend, indemnify and hold Wikibuy, LLC, our affiliates, directors, officers, agents, employees, and our licensors and suppliers harmless from any costs, damages, expenses (including attorneys’ fees), and liability caused by your use of the Service, your violation of these Terms, or your violation of any rights of a third party, including intellectual property rights, through use of the Service. In the event of a dispute with Wikibuy, LLC arising out of or in connection with use of the Service or these Terms, you agree you will be responsible for paying Wikibuy, LLC’s attorneys’ fees and costs.
26. Arbitration, Venue, and Jurisdiction
a. Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND WIKIBUY, LLC AND EACH OF OUR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION, AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW AND IN SECTION 27, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The Federal Arbitration Act, 9 U.S.C. §§1-16, will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.
i. Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Wikibuy, LLC, to you via any other method available to Wikibuy, LLC, including via e-mail. The Notice to Wikibuy, LLC should be addressed to Wikibuy, 3939 Bee Cave Rd, Austin, Texas 78746 (the “Arbitration Notice Address”). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If you and Wikibuy, LLC do not reach an agreement to resolve the claim within 30 days after the Notice is received, then you or Wikibuy, LLC may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). If you are required to pay a filing fee to commence an arbitration against Wikibuy, LLC, then Wikibuy, LLC will promptly reimburse you for your confirmed payment of the filing fee upon Wikibuy, LLC’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith (as determined by the arbitrator), in which case you are solely responsible for the payment of the filing fee.
ii. Arbitration Proceeding. The arbitration will be conducted in the English language. A single independent and impartial arbitrator with his or her primary place of business in Austin, Texas will be appointed pursuant to the Rules, as modified in these Terms. You and Wikibuy, LLC agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (B) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
iii. No Class Actions. YOU AND WIKIBUY, LLC AGREE THAT YOU AND WIKIBUY, LLC MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
iv. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of Texas in conducting the arbitration. The decision of the arbitrator will be final, binding, and nonappealable, except under the circumstances set forth in the Federal Arbitration Act, 9 U.S.C. §§10-11.
b. Equitable Relief. You are permitted to seek equitable relief in court for the sole purpose of compelling arbitration in accordance with this Section of these Terms. Wikibuy, LLC may also seek equitable relief in court in the event of any violation or threatened violation of these Terms that may cause irreparable injury to Wikibuy, LLC. Should you or Wikibuy, LLC seek equitable remedies of any kind as substantive relief in an arbitration, you or Wikibuy, LLC, as applicable, are permitted upon the arbitrator’s decision to seek, in aid of arbitration, confirmation and enforcement in court of the equitable relief as may be required to effectuate the arbitrator’s decision.
c. Claims. You and Wikibuy, LLC agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Service, excluding a claim for indemnification, must commence within one year after you or Wikibuy, LLC, as applicable, knew or reasonably should have known of the factual basis for the claim. Otherwise, that cause of action is permanently barred.
d. Improperly Filed Claims. All claims you bring against Wikibuy, LLC, or Wikibuy, LLC brings against you, must be resolved in accordance with this Section 26. All claims filed or brought contrary to this Section 26 will be considered improperly filed. Should you or Wikibuy, LLC (the “Filing Party”) file a claim contrary to this Section 26, the non-Filing Party will recover attorneys’ fees and costs of $10,000 if the non-Filing Party has been notified in writing of the improperly filed claim and the Filing Party has failed to promptly withdraw the claim. Those attorneys’ fees and costs will be in addition to other remedies to which Wikibuy, LLC may be entitled under these Terms.
e. Modifications. In the event that Wikibuy, LLC makes any future change to the Mandatory Arbitration provision (other than a change to our Arbitration Notice Address), you may reject that change by sending us written notice within 30 days of the effective date of the change to Wikibuy, LLC’s Arbitration Notice Address, in which case your account with Wikibuy, LLC and your license to use the Service will terminate immediately, and this Section 26, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms.
f. Enforceability. If only Section 26.a.iii or the entirety of this Section 26 is found to be unenforceable, then the entirety of this Section 26 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 26.g will govern any action arising out of or related to these Terms.
g. Governing Law; Choice of Forum. The laws of the State of Texas, excluding any conflict-of-law rules that would result in the application of the laws of another jurisdiction, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, that action will be subject to the exclusive jurisdiction of the state and federal courts located in Texas, and you hereby irrevocably submit to personal jurisdiction in those courts and waive any defense of inconvenient forum.
27. Dispute Resolution of Disputes Between Wikibuy, LLC and Merchants. Section 26 will not apply to disputes between a Merchant and Wikibuy, LLC. IF YOU ARE A MERCHANT, YOU AND WIKIBUY, LLC AGREE THAT YOU AND WIKIBUY, LLC MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. In disputes between a Merchant and Wikibuy, LLC, these Terms and the laws of the State of Texas, excluding any conflict-of-law rules that would result in the application of the laws of another jurisdiction, will govern. Further, Texas law will govern the interpretation and application of these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms. In any dispute between a Merchant and Wikibuy, LLC, that action will be subject to the exclusive and mandatory jurisdiction of the state and federal courts located in Austin, Travis County, Texas. If you are a Merchant, you hereby irrevocably submit to personal jurisdiction in the state and federal courts located in Austin, Travis County, Texas and waive any defense of inconvenient forum.
28. Assignment. These Terms, and any rights or licenses granted under these Terms, may not be transferred or assigned by you, but may be assigned by Wikibuy, LLC without restriction. Any assignment attempted in violation of these Terms is void.
29. Waiver and Severability of Terms. The failure of Wikibuy, LLC to exercise or enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Wikibuy, LLC. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
30. Consent to Electronic Communications. By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
You are solely responsible for all fees charged by your telecommunications service provider or any other service provider related to your use of the Service, including without limitation any SMS / text messaging fees, data charges, and other fees.
31. Copyright Infringement. Wikibuy, LLC respects the intellectual property rights of others, and asks you to do the same. It is Wikibuy, LLC’s policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact Wikibuy, LLC’s copyright agent at the address below and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyright-protected work that you claim has been infringed; (c) the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a statement by you regarding your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. By submitting a copyright infringement notice, you acknowledge and agree that Wikibuy, LLC or our copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material.
You may write to Wikibuy, LLC’s designated agent for notice of copyright infringement at:
3939 Bee Cave Rd.
Austin, TX 78746
If you believe that your removed or disabled User Content is not infringing, or that you have the authorization or right to post and use that User Content from the copyright owner, the copyright owner’s agent, or pursuant to law, you may send a counter-notice containing the information required by Section 512(g)(3) of the Digital Millennium Copyright Act (17 U.S.C. §512(g)(3)). Wikibuy, LLC or our copyright agent will forward your counter-notification to the party who submitted the original copyright infringement claim. If the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled User Content within 10 business days of receiving the counter-notice from Wikibuy, LLC, then Wikibuy, LLC may, in our sole discretion, reinstate the removed or disabled material.
32. Entire Agreement. These Terms are the entire agreement between you and Wikibuy, LLC regarding your use of the Service, and these Terms supersede and replace any prior agreements between Wikibuy, LLC and you regarding use of the Service. These Terms may not be modified orally.
33. Contacting Wikibuy, LLC. For questions, comments, complaints, or claims related to the Service, please contact Wikibuy, LLC at:
3939 Bee Cave Rd.
Austin, TX 78746
34. Construction. The headings used in these Terms are for convenience only and have no legal meaning or effect. Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of these Terms clearly requires otherwise, words importing the masculine gender include the feminine and neutral genders and vice versa. The terms “include,” “includes” or “including” mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular section or article in which such words appear. The word “or” will not be construed as exclusive.
35. Third Party Beneficiaries. Other than the Wikibuy, LLC, and its affiliates, no other person or company will be third party beneficiaries to the Terms.