1. Your Acceptance of the Terms
In some instances, both these Terms and separate terms of service or guidelines setting forth additional conditions may apply to a service or product offered via the Sites ("Additional Terms"). The Additional Terms are incorporated by reference into these Terms. The Additional Terms are generally intended to be supplemental to these Terms, but to the extent there is an express conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise and/or unless otherwise prohibited by applicable law.
2. Electronic Communication
The communications between you and Recify are electronic. You consent to receive communications from Recify in an electronic form. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
3. Your Privacy
4. Certain Conditions Placed on Your Use of the Sites and Services
Your permission to use the Sites and/or Services is conditioned upon your agreement that you:
5. Your Account
You will need to register by creating an account with Recify (either by registering directly with us or by allowing a Recify application to connect through your Facebook or other social networking profile or allowing a Recify Business to connect through your account with that Business) (“Account”) in order to obtain access to certain goods and services, including-Reci-Deals. If you choose to create an Account, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register, you will obtain unique log-in credentials (“User ID”). Access to the Recify Site and Services is not authorized by any other person or entity using your User ID and you are responsible for preventing such unauthorized use. Individuals and entities whose privilege to access the Site or use the Services has previously been terminated by Recify may not register for an Account, nor may you designate any of those individuals to use your Account on your behalf.
Recify relies on User IDs to know whether users accessing the Site and using our Services are authorized to do so. If someone accesses our Site or Services using a User ID that we have issued to you, we will rely on that User ID and will assume that access has been made by you. You are solely responsible for any and all access to the Site or use of the Services by persons using your User ID. Please notify us immediately if you become aware that your User ID is being used without authorization.
6. Ownership of the Sites and Services
The Sites and/or Services (including past, present and future versions) and all content that are included in, on or that are otherwise a part of the Sites and/or Services (collectively, the "Content") are owned, controlled or licensed by Recify, its subsidiaries or affiliates.
The entire contents of the Sites and/or Services (including the Content) are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, Recify owns a copyright in the selection, coordination, arrangement and enhancement of the Content on the Sites and/or in the Services. Trademarks and service marks, including, without limitation, “recify.com,” which appear on the Sites and/or in the Services are the service and trademarks of Recify or affiliated entities. Without Recify’s prior written permission, you agree not to display or use, in any manner, any such marks. Without limitation of the preceding, you may not use any meta tags or any other "hidden text" utilizing our names or trademarks without our express written consent. Notwithstanding the foregoing, any goodwill associated with any use of such marks by you will inure exclusively to Recify or their respective owners. The Content may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of Recify, unless and except as is expressly provided in these Terms. Any unauthorized use of the Content is prohibited. You agree to abide by any and all additional trademark and copyright notices, information or restrictions contained in any part of the Sites and/or Services.
8. Your Access to the Sites and Services
Subject to your compliance with the Terms, we grant you a limited license to access and make personal use of the Sites and/or Services. You are expressly prohibited from:
Any unauthorized use of the Sites, Services, Content and/or any other contents or materials found thereon shall immediately terminate the permission or license granted by us in these Terms. You are granted a limited, revocable and nonexclusive right to create a hyperlink to the home page of Recify so long as the link does not portray us or any of our products or services in a false, misleading, derogatory or otherwise offensive matter. You may not use any of our logos or other proprietary graphics or trademarks as part of the link without express written permission.
9. Third-Party Links and Contents
10. Information and Content Submitted by You
The Sites and Services may offer you the opportunity to post reviews, comments, photos, questions and other content (“User Content”). You agree not to post any User Content on any of the Sites and/or Services that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties. You further agree not to post any User Content that contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam." You may not use a false e-mail address, impersonate any person or entity or otherwise mislead as to the origin of User Content. Recify reserves the right (but not the obligation) to remove or edit such User Content, but does not regularly review posted User Content. Any opinions advice, ratings, discussions, comments and/or other User Content of any kind made by you or any user of the Sites and/or Services are those of the respective author(s) or distributor(s) and not of Recify.
If you do post User Content or submit material, and unless we indicate otherwise, you grant Recify a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such User Content throughout the world in any media. You grant Recify and our sublicensees the right to use the name that you submit in connection with such User Content at our discretion. You represent and warrant that you own or otherwise control all of the rights to the User Content that you post, that the User Content is accurate, that use of the User Content you supply does not violate this policy and will not cause injury to any person or entity and that you will indemnify Recify for all claims resulting from User Content you supply. Recify takes no responsibility and assumes no liability for any User Content posted by you or any third party.
If you want to terminate your legal Agreement with Recify, you may do so by: (A) notifying Recify at [email protected] or (B) closing your Accounts for all of the Services that you use.
Recify may, at any time, terminate this Agreement with you if: (i) You have breached any provision of this Agreement or you do not comply with the Agreement; (ii) Recify is required by law to do so; (iii) the partner with whom Recify has offered the Services to you has terminated its relationship with Recify or ceased to offer the Services to you; (iv) Recify no longer provides Services in the country in which you reside; or (v) Recify determines that the provision of Services to you is no longer commercially viable. Notwithstanding anything contrary in these Terms, Recify reserves the right to discontinue any product or service at any time and at its sole discretion.
Without limiting any of the foregoing, Recify may immediately terminate or suspend any User IDs, Accounts or passwords in the event of any conduct by you which Recify, in its sole discretion, considers to be unacceptable or in the event of any breach by you of this Agreement. In the event of termination, you agree to immediately cease access to our Sites and Services. These Terms will survive termination of this Agreement.
12. Exclusion of Warranties
WE PROVIDE THE SITES AND SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” UNLESS OTHERWISE SPECIFIED. We make no express or implied representations, warranties or guarantees of any kind about the Sites, Services, or any third-party products or services made available to you by us, unless specified in writing.
YOU HEREBY EXPRESSLY AND IRREVOCABLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR OWN RISK.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT RECIFY’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IF ANY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECIFY, AND OUR OFFICERS, DIRECTORS, AGENTS, VENDORS, AND BUSINESSES DISCLAIM IMPLIED WARRANTIES THAT THE SITE AND SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT: (A) YOUR USE OF THE SITES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, AVAILABLE, AND FREE FROM ANY ERROR; (C) ANY PRODUCTS OR SERVICES OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITES AND/OR SERVICES WILL BE RELIABLE; OR (D) ELECTRONIC COMMUNICATIONS SENT FROM RECIFY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RECIFY.COM REPRESENTATIVE SHALL CREATE A WARRANTY.
13. Limitations of Liability
RECIFY IS A SOFTWARE PRODUCT USED BY BUSINESSES TO SELL VARIOUS PRODUCTS AND SERVICES. THESE SERVICES ARE THE SOLE PROPERTY OF THE BUSINESS. RECIFY DOES NOT WARRANT THE SAFETY, EFFICACY, RELIABILITY, OR VALUE OF ANY PRODUCT. RECIFY IS NOT A MANUFACTURER OR CREATOR OF ANY PRODUCT OR SERVICE PROVIDED ON THE RECIFY SITE. RECIFY IS NOT RESPONSIBLE OR LIABEL FOR ANY PRODUCT OR SERVICE PROVIDED BY THE RECIFY SITE. YOU AGREE TO HOLD RECIFY HARMLESS AGAINST ALL LEGAL AND CIVIL CLAIMS OF ANY SORT FOR ANY PRODUCT OR SERVICE PROVIDED BY RECIFY.
SUBJECT TO THE EXCLUSIONS OF WARRANTIES AND ARBITRATION PROVISIONS PROVIDED HEREIN, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF THE SITES AND SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT RECIFY, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS OR BUSINESSES SHALL NOT BE LIABLE TO YOU (A) FOR ANY FEES THAT YOU PAID AT ANY TIME OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE OR RELIANCE UPON THE SITES AND SERVICES. THESE EXCLUSIONS APPLY TO, BUT ARE NOT LIMITED TO, ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTION, OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS AND MERCHANTS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
AS SET FORTH ABOVE, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR INTERACTIONS WITH THIRD-PARTY BUSINESSES. SUBJECT TO THE EXCLUSIONS OF WARRANTIES, LIMITATIONS OF LIABILITY AND ARBITRATION PROVISIONS PROVIDED HEREIN, YOU AGREE TO RELEASE RECIFY.COM FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO ANY PRODUCT OR SERVICE OF A THIRD-PARTY MERCHANT AND ANY ACTION OR INACTION BY A THIRD-PARTY MERCHANT.
14. Arbitration of Disputes Governed By Arbitration
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief (including injunctive and declaratory relief or statutory damages) as a court, and must follow the provisions of these Terms as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at http://www.adr.org or by calling 1-800-778-7879. We will share equally to pay all filing, administration and arbitrator fees for claims totaling less than $10,000. For larger claims, payment of those fees will be governed by the AAA’s fee schedule for Consumer Arbitration Costs. You and Recify may be able to recover attorney’s fees in arbitration as you/we would in court if they are available under applicable law. For any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing. If the claim exceeds what can be recovered in a small claims court, and the arbitrator deems a face-to-face hearing is appropriate, the hearing will be conducted in the county of San Diego, California or at another mutually agreed location that is convenient to you. A decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Recify shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used by either you or us in existing or subsequent litigation or arbitration involving any other person or Recify customer.
We both agree that you or we may bring suit in court to enjoin infringement, unauthorized access or trespass to computer networks or any other misuse, misappropriation or theft of intellectual property rights. We also each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. The arbitral tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of this agreement to arbitrate. If any part of this arbitration provision is held unenforceable, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the unenforceable provision were not contained. If, however, the class action waiver is found to be unenforceable, then the entire arbitration provision shall be null and void. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial and agree that we shall litigate exclusively in the courts located in the county of San Diego, in the state of California, USA.
15. Indemnity, Reservation of Right, Release
You agree to defend, indemnify and hold harmless Recify and its officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to Recify; (ii) your violation of any term of these Terms or this Agreement; (iii) your violation of any third-party right, including, without limitation, any copyright, property or privacy right; or (iv) any claim that any User Content submitted by you causes damage to a third-party. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Sites and/or Services.
Recify reserves the right, but has no obligation, to monitor or take action regarding disputes that you may have with other users, customers or any Businesses. To the extent the law permits, you release us from any claims or liability related to any Content and/or User Content posted on the Sites and from any claims related to the conduct of any other customers of ours or any Merchants. You agree to waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
16. Applicable Law
By using our Services, you agree to these Terms and you further agree that any claim or dispute between you and Recify that arises out of this Agreement shall be governed by the laws of the state of California without regard to conflict of law principles, except that the arbitration provisions contained herein shall be governed by the Federal Arbitration Act.
17. Copyright Notice-Digital Millennium Copyright Act
We respect the intellectual property of others, and we ask you to do the same. If you are a copyright owner or an owner's agent and find any content on the Sites and/or Services that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act (“DMCA”). To do so, please provide our DMCA/Copyright Agent with the following information in writing: (i) A signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work(s) claimed to have been infringed; (iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit the service provider to locate the material; (iv) Your contact information, including an address, telephone number and, if available, an e-mail address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. Contact information for recify.com’s Copyright Agent for notice of claims of copyright infringement is as follows:
11211 Sorrento Valley Road, Suite i
San Diego, CA 92121
18. Entire Agreement, Changes to this Agreement and Waivers
19. General Terms
You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency relationship. There are no third-party beneficiaries of this Agreement. We may assign this Agreement at any time without notice to you. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third-party without our prior written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement. You shall not assign this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, in our sole discretion.
YOU AND RECIFY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO RECIFY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You represent that you are legally able to accept these Terms. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If you are not legally able to accept these terms, or refuse to abide by and comply with this Agreement, you must cease use of the Sites and/or Services immediately.
The parties hereto confirm their express wish that this Agreement and all documents and agreements directly or indirectly relating thereto be drawn up in the English language.
20. Additional Terms
Below are links to additional terms applicable to your use of and access to the Sites and certain Services offered by Recify or its third party partners or affiliates through Recify. Additional terms can be found by following this link: Additional Terms