This agreement (the “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and Ignite XDS, Inc., dba Get2Friday, dba ThunderFlow (“COMPANY”). This Agreement governs your use of Ignite Xds’ the Website, Platform or Services, including any updates and accompanying written documentation provided to you (the “Website, Platform or Services”).
WEBSITE, PLATFORM OR SERVICES CONTENT
The Website, Platform or Services present information and content including, but not limited to, articles, opinions, text, data, software applications, commentary, advertisements, graphics, illustrations, calendars, designs, reviews, video and audio files, programs, code, and photos, in addition to User Generated Content (as defined herein) (collectively, “Content”), that is owned or licensed by the Company. The Website, Platform or Services may also include materials owned by third parties and posted on the Website, Platform or Services by virtue of a license, grant or some other form of agreement between the third party and the COMPANY. When used in this Agreement, “we”, “us” and “our” mean the COMPANY.
The Content contained on the Website, Platform or Services is for general information use only and has not been verified by the COMPANY. The COMPANY does not make any representations as to the accuracy or completeness of Content or assume any liability for any loss that may result from the reliance by any person upon any Content we provide. Any statements non-factual in nature constitute only current opinions, which are subject to change without notice.
Accounts, Passwords and Security
You must be a registered user to access the Website, Platform or Services. You are responsible for keeping your password secure. You will be solely responsible and liable for any activity that occurs under your user-name. If you lose your password, you can reset it only through Ignite XDS’s Forgot Password email validation system.
Acceptable Use and Conduct
You are solely responsible for your conduct and your data related to the Website, Platform or Services. You agree to indemnify, defend, and hold harmless the COMPANY and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the Website, Platform or Services, or your violation of these terms.
The Website, Platform or Services are made available to you only for your personal or internal business use, which use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights. You may not make commercial use of the Website, Platform or Services, including but not limited to selling or distributing the Website, Platform or Services to any third party.
Any unauthorized use of any COMPANY computer system is a violation of this Agreement and certain federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
USER GENERATED CONTENT
The COMPANY does not endorse or have any control over User Generated Content submitted by you or others and accepts no responsibility whatsoever in connection with or arising therefrom. User Generated Content submitted through the Website, Platform or Services is not necessarily reviewed by the Company prior to posting and does not necessarily reflect the opinions or policies of the Company. If at any time the Company chooses, in its sole discretion, to monitor the Forums, the Company nonetheless assumes no responsibility for User Generated Content, no obligation to modify or remove any inappropriate or inaccurate User Generated Content, and no responsibility for the conduct of the user submitting any User Generated Content.
The Company makes no warranties, express or implied, as to the suitability, accuracy or reliability of any files, data, ideas, information, opinions, designs, communications, messages, posts, transmissions or other content and materials, including User Generated Content, accessible on or through the Website, Platform or the Services (collectively, “Content”). Nonetheless, the Company reserves the right to prevent you from submitting User Generated Content and to edit, restrict or remove any User Generated Content for any reason at any time. You agree that the COMPANY shall accept no liability if we prevent, in our sole discretion, your User Generated Content from being submitted, or we edit, restrict or remove it. You also agree to permit any other user of the Website, Platform or Services, and any third-party website on which your User Generated Content may be included, to access, view, store and reproduce the material for such user’s personal use.
Certain portions of the Website, Platform or Services may offer you the ability to send (by e-mail or otherwise) messages directly to the Company or another user. The Company shall have no liability for any delay, loss or damage that may result from your use of e-mail tools or from interception or unauthorized use by third parties of any information you send through our systems. You are solely responsible for your interactions with other users on and through the Website, Platform or Services. The COMPANY reserves the right, but has no obligation, to monitor disputes between you and other users.
In the event a dispute arises between you and The COMPANY or any third party, please e-mail the Company at firstname.lastname@example.org and we will work quickly towards a resolution. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity.
Consent to Collect Non-personal Information, Use of Data
The Website, Platform or Services may collect certain non-personally identifiable information that resides on your device, including, without limitation, statistics relating to how often it is used, performance metrics relating to the Website, Platform or Services, and configuration settings. This information collected will be sent to the COMPANY and may be used by the COMPANY without restriction.
When you enter your data during use of the Website, Platform or Services, you agree that the COMPANY may copy and store such data as part of the Website, Platform or Services.
LIMITATION OF USE
You agree that you will neither post on the Website, Platform or Services any User Generated Content that:
is unlawful, threatening, obscene, vulgar, pornographic, profane or indecent, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law;
violates the copyright, trademark or other intellectual property rights of any other person or the COMPANY;
is false, inaccurate or misleading or improperly assumes or claims the identity, characteristics or qualifications of another person;
imposes an unreasonable or disproportionately large load on the Website, Platform or Services infrastructure;
is for the purpose of spamming or aggressively promoting goods or services without our prior authorization;
is fraudulent or involves the distribution or sale of illegal, counterfeit, or stolen items;
contains any virus, Trojan horse, worm, time bomb, cancelbot, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or other harmful component; or
is libelous or invasive of privacy or publicity rights or any other third party rights;
Furthermore, you acknowledge and agree that you will not: (i) collect or store personal data about other users of the Website, Platform or Services, including collecting user names or email addresses of users by electronic or other means for the purpose of sending unsolicited email, (ii) upload, e-mail or otherwise transmit any material or User Generated Content that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software, hardware, database or file that is owned, leased or used by the COMPANY, the Website, Platform or Services, or their users; or (iii) submit unwanted messages by e-mail or otherwise or post User Generated Content that disparages or insults any user.
Changes to the Website, Platform or Services and Terms and Conditions
The COMPANY reserves the right at any time to modify, suspend, or discontinue providing the Website, Platform or Services or any part thereof in its sole discretion with or without notice. The COMPANY reserves the right at any time to modify this Agreement in its sole discretion, without liability to you. This Agreement, as amended, will be effective upon use of the COMPANY Website, Platform or Services and effective for all existing users immediately after posting of any amended terms on the IgniteXDS.com website. You agree to be bound by this Agreement, as modified. If you do not agree to any changes to this Agreement, you must terminate your account immediately.
Use of Website, Platform or Services
Subject to the terms and conditions of this Agreement, the COMPANY grants you a non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the Website, Platform or Services for which you have paid the applicable fees and taxes, and to use the COMPANY Website, Platform or Services for the sole and exclusive purposes of your personal or internal business purposes. Certain third-party code may be provided with the Website, Platform or Services. The third-party license terms accompanying such code, and not the terms of this Section, will govern your use of such code. The COMPANY reserves all other rights to its Website, Platform or Services.
The Website, Platform or Services and their structure, organization, source code, and documentation contain valuable trade secrets of the COMPANY and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute any aspect of the Website, Platform or Services or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Website, Platform or Services, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website, Platform or Services, (4) extract portions of the software’s files for use in other applications, or (5) remove, obscure, or alter the COMPANY’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website, Platform or Services
Renewals and Refunds
You agree that the COMPANY shall have the right to automatically and without notice renew your license to continue to use the Website, Platform or Services upon expiration of your license period, and that as part of such renewal the COMPANY shall have the right to charge the applicable renewal fees and any applicable taxes to any credit card payment method on file with your account. You agree that if you elect to not permit the COMPANY the right to automatically renew your license to use the Website, Platform or Services or maintain your credit card information on file, then the COMPANY may terminate your license.
You agree that you have seven (7) calendar days from the date that your license was renewed to elect to discontinue your use the Website, Platform or Services. If you elect to discontinue your use of the Website, Platform or Services within this period, you will be issued a full refund for the amount of your current license renewal. You are responsible for ensuring that the COMPANY has current and accurate records necessary, to renew your license, including without limitation, your credit card payment data. At no time, will a refund be issued for a Service period of less than one calendar month. The COMPANY does not offer any refunds for purchases of the Website, Platform or Services, except as expressly provided in this Agreement.
You acknowledge that the COMPANY or third parties own all right, title and interest in and to the computer source code related to the Website, Platform or Services, portions thereof, or software or content provided through or in conjunction with the Website, Platform or Services, including without limitation all intellectual property rights. Except for the license granted in this Section, all rights in and to the Website, Platform or Services are reserved, and no implied licenses are granted by the COMPANY.
If you have comments on the Website, Platform or Services or ideas on how to improve them, please submit them to email@example.com. Please note that by doing so, you also grant the COMPANY a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the Website, Platform or Services (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.
Term and Termination
This Agreement is effective upon any use including during a Trial Period of the COMPANY’s Website, Platform or Services and remains in effect until your account is terminated.
This Agreement automatically terminates if you fail to comply with its terms and conditions. The COMPANY reserves the right to refuse or discontinue participation to any user at any time at its sole discretion. You agree that, upon such termination, you will discontinue all use of the Website, Platform or Services and that your access rights will immediately terminate.
The terms of the Sections entitled Consent to Collect Non-Personal Information; Intellectual Property; Disclaimer of Warranties; Limitation of Liability; Governing Law, Dispute Resolution, and Venue; and Entire Agreement and Assignment will survive expiration or termination.
If this Agreement terminates, other than for your failure to comply, the COMPANY will use commercially reasonable efforts to make your Data available for you by request only for a period of thirty (30) days. The Comapny has no obligation to provide you with a copy of your Data and may remove and discard any Data.
The COMPANY and third-party trademarks and service marks may or may not be designated as such from time to time on the Website, Platform or Services through use of the SM, TM or ® symbols. Except when included in any authorized printouts of the Content, you are not authorized to make any use of any names, logos or taglines posted on the Website, Platform or Services, whether or not designated by such symbols, including, but not limited to, as metatags or in any other fashion without the express prior written permission of the Company.
THE WEBSITE, PLATFORM OR SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY USER FOR ANY ACTS OF FRAUD, THEFT, MISAPPROPRIATION, TAMPERING, HACKING, INTERCEPTION, PIRACY, MISUSE, MISREPRESENTATION, DISSEMINATION, OR OTHER ILLEGAL OR UNAUTHORIZED ACTIVITIES OF THIRD PARTIES. YOU UNDERSTAND AND EXPRESSLY AGREE THAT THE USE OF THE WEBSITE, PLATFORM OR SERVICES, THE WEBSITE, PLATFORM OR SERVICES IS AT YOUR SOLE RISK, THAT ANY AND ALL CONTENT, MATERIAL AND DATA UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE, PLATFORM OR SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR PROPERTY OR ANY THIRD PARTY OR THIRD PARTY’S PROPERTY THAT RESULTS FROM THE USE OF THE WEBSITE, PLATFORM OR SERVICES.
TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, ALL CONTENT AND SERVICES ACCESSIBLE ON THE WEBSITE, PLATFORM OR SERVICES, OR ANY OTHER WEBSITE TO WHICH IT IS LINKED, AND ALL OPERATIONS OF THE WEBSITE, PLATFORM OR SERVICES ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.
IN USING THE WEBSITE, PLATFORM OR SERVICES, YOU SPECIFICALLY AGREE THAT YOU WILL NOT HOLD THE COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS AND SUPPLIERS LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OR INJURY OR LOSS, INCLUDING ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, PLATFORM OR SERVICES (OR ANY OTHER DATA OR LINKED WEBSITE) OR OTHERWISE RELATING TO OR ARISING OUT OF THE WEBSITE, PLATFORM OR SERVICES, THE CONTENT OR YOUR USE THEREOF, WHETHER IN AN ACTION FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHER ACTION. THE COMPANY SHALL NOT BE LIABLE EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM LIABILITY OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND SUPPLIERS FOR ANY CLAIM OR ACTION RELATING TO THE WEBSITE, PLATFORM OR SERVICES SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY YOU TO THE COMPANY IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.
Governing Law, Dispute Resolution, and Venue
This agreement will be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
All domestic (U.S.) disputes arising under or relating to this Agreement shall be resolved by final and binding arbitration conducted before a single arbitrator pursuant to the commercial arbitration rules of Resolute Systems, Inc. that were in force as of April 30, 2008. Notwithstanding the provisions governing domestic dispute arbitration, any dispute arising under this Agreement that involves a dispute between the COMPANY and a person who is neither a citizen nor a resident of the United States, shall, at either party’s request, be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, with such arbitration to be conducted in USA.
The administrative expenses, arbitrator fees, and facility charges associated with the arbitration, whether domestic or international, shall be split equally between the parties. Each party shall be solely responsible for its attorney fees, expert witness fees, and other costs, fees, and expenses.
The arbitrator shall render a naked award. Judgment on any arbitral award under this Agreement may be entered in any court of competent jurisdiction. It is the intent of the parties that neither the award nor any resulting judgment have res judicata (claim preclusion) or collateral estoppel (issue preclusion) effects except as between the parties themselves.
The arbitration undertaking in this Agreement shall be governed by, construed, and interpreted in accordance with the Federal Arbitration Act, 9 U.S.C. 1 et seq. and, in the case of arbitrations involving one or more non—U.S. parties, by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards and the U.S. legislation implementing the same, 9 U.S.C. 201 et seq.
To the extent that the Arbitration provisions of this Agreement do not apply, this Agreement will be subject to the exclusive jurisdiction of the state and federal courts serving Livingston County, Michigan, United States, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit the COMPANY from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.
This Agreement set forth the entire understanding and agreement between you and the COMPANY with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected thereby. Except as described herein, you may not assign this Agreement without our explicit consent. You are responsible for fees associated with gaining access to the Website, Platform or Services, including the fees associated with the equipment necessary to access the Internet and the fees charged by your internet service provider.
The Website, Platform or Services is maintained by IGNITE XDS, Inc., dba Get2Friday, dba ThunderFlow located at 7540 Whitmore Lake, Ste. 400, Brighton, MI 48116
EFFECTIVE DATE: May 11, 2022