TERMS AND CONDITIONS
This User Agreement (“Agreement”) is a legally binding agreement between the user (“User” or “you”) of the fyndyou Program (“Program”) (wholly owned by Fynd LLC) described herein, Fynd LLC, a Delaware corporation, with its principal office at 10347 Linn Station Rd, Louisville KY 40233 (“Fynd”, “we” or “us”)
The “Program” fyndyou consists of bundles of online marketing and management tools and services for digital marketing described at www.fyndyou.com (the “Website”), The Program offers Users for each of their business locations, an assortment of digital components as described in the program bundles section of the website. Users select the desired bundle
1.2 RIGHT TO USE PROGRAM.
Fynd hereby grants you permission to use the Program solely as set forth in this Agreement and in the manner set forth on the Website. In the event of any conflict between the terms of this Agreement and the Website, the terms of this Agreement shall prevail. Any use of the Program other than as set forth in this Agreement or in violation of any term of this Agreement will result in suspension or revocation of your use privileges in our sole discretion. The Term (as defined below) shall continue during any such suspension or revocation, and any and all Fees (as defined below) shall continue and be due as outlined under Section 3.4.
1.3 THIRD-PARTY PROGRAM.
We reserve the right to use third-party service providers in the provisions of all or part of the Program including, but not limited to, hosting providers, payment processing Program, information and communication Program, analytics Program, internet advertising platforms, advertising service providers and platforms. Where any of the aforementioned Program are provided by third parties, the User may be subject to such third party’s terms and conditions. We accept no responsibility for Program provided by any third party.
1.4 PROGRAM UPDATES.
User has the right to make updates in accordance with the fyndyou package they have purchased.
2. REGISTRATION AND DURATION
2.2 USER RESPONSIBILITIES.
You are responsible for all of the following with respect to your use of the Program:
- Supplying requested materials for each location to Fynd during the onboarding period to be specified by the onboarding agent. This will include content for featured products/services, location addresses, phone number and other items asked for in the onboarding package (the “Onboarding Package”). Failure to do so within the specified time will result in the end of the onboarding process.
- Availability for an onboarding discussion meeting shortly after the signing and initial payment.
- Approval of any and all items requested by Fyndyou
- Maintaining accurate account and location information at all times, including a valid email address and address information and updating such information as necessary;
- Supplying updated content for each location in terms of hours, offerings, etc.
- Supplying logins for Google my Business to all locations covered by this agreement.
2.3 PROHIBITED USES.
You are expressly prohibited from using the Program in any of the following ways or for any of the following purposes:
- No Illegal Purpose. You may not use the Program for any illegal or unauthorized purpose, including in any way that violates copyright or other laws applicable in the United States or applicable to you.
- Permission Required.You may not, without our prior written permission and, solely with respect to lease, resale and sublicense, except as may be specifically allowed under your paid subscription plan, (i) copy, distribute, modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Program or any data resulting therefrom; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code; (iii) make derivative works of the Program; (iv) remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Program; (v) modify another website so as to falsely imply that it is associated with the Program, or any other Fynd products or Program.
The Program duration is as follows:
- The user agrees to the term specified in the work-order, which will begin on the date the work-order is executed by User (the “Effective Date”), and will expire on the date after the Effective Date (the “Term”)
- The onboarding period is typically a 30 day period from the receipt of the completed Onboarding Package sent to User immediately after the Effective Date (the “Onboarding Period”).
- For the purposes of clarification, the Onboarding Period will not be part of the Term.
This Agreement shall automatically renew for additional twelve-month periods, with such extended periods set to begin at the end of the Term or each additional term (“Extended Term”). User may elect not to renew this Agreement by providing thirty (30) days written notice to Fynd its principal place of business at the address provided above (a “Renewal Rejection”) with such notice being personally served (and such service shall be effective upon the date of service) or by email to email@example.com,U.S. Mail (which shall be deemed effectively given, if deposited in the United States Mail, as provided above, on the date of receipt of the Notice”). During each Extended Term, all of the terms and conditions of this Agreement shall continue in full force and effect except that the Fees (as defined below) may change as provided in Section 3.
3. FEES AND SETTLEMENT
3.1 SERVICE FEES.
With respect to fees, User will be charged the fees set forth in the work order. The Fees, unless explicitly shown during the process of purchasing a subscription plan and following confirmation thereof, are exclusive of value-added tax and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne, respectively registered and duly declared by User.
3.2 CHANGE IN FEES.
Periodically, Fynd may change the Fees for the right to use the Program. These Fee changes will only begin during an Extended Term and will be provided thirty (30) days prior to the beginning of any such Extended Period. Any such change in Fees will be updated on the fyndyou Website no later than 30 days prior to the end of the Term or any such Extended Term.
All Fees shall be prepaid. Payment methods include, PayPal, Visa and Mastercard. If paid monthly or quarterly payments are due 15 days prior to the month prior to the service month or quarter.
OWNERSHIP AND INTELLECTUAL PROPERTY; USE OF TRADEMARKS
4.1 ALL RIGHTS RESERVED.
User acknowledges and agrees that all rights, title, and interest to, any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, data base rights as well as moral rights, know-how and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in the Program, the platform used to provide the Program (technology, hardware, software etc.), any code or software (SDK, API etc.) which may be provided to User or for User’s use under this Agreement and any work products created and/or delivered herein and related documentation (forming Program) are and will remain solely and exclusively our property and/or the property of Fynd. User is granted no title or ownership rights in the Program. User’s right to use the Program and any part thereof is strictly limited to the provisions of this Agreement and we reserve all rights not expressly granted herein.
4.2 fyndyou MARKS.
fyndyou is a trademark, DBAs and trade dress and/or service marks of fyndyou. Other marks, graphics, icons, names and logos used or displayed on or through the Website are trademarks, trade dress and/or service marks (“Marks”) of us and our affiliates and subsidiaries or otherwise are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us and may be subject to such third parties’ terms and conditions.
4.3 USER’S MARKS.
User hereby grants us a worldwide, non-exclusive, unlimited and royalty-free license to use User’s brands, names, logos, trademarks, trade names and service marks as used by User for informational and advertising purposes only.
Users are under no obligation to give Fynd any ideas, suggestions, comments or other feedback related to the Website, the Program, or the business or operations of the Program. If any User shares ideas, suggestions, comments, or other feedback with Fynd, Fynd will own such ideas, suggestions, comments or feedback. User hereby assigns all of User’s right, title, and interest in such ideas, suggestions, comments, or feedback to Fynd and agrees that Fynd will be free to use and implement same, without restriction or obligation of any kind, without, however, any obligation to do so.
5.1 TERMINATION BY FYND.
Fynd reserves the right to immediately terminate this Agreement for any breach of this Agreement by User for abusive or fraudulent activity by User or, for failure to comply with this Agreement by User or any other reason Fynd deems fit in its sole discretion.
5.2 TERMINATION BY USER.
User has a right to terminate this agreement after six months with a 30 day written Notice to Fynd by sending a notice to firstname.lastname@example.org
5.3 EARLY TERMINATION FEE.
If User terminates Agreement before the end of the Term, a 2-month fee will be charged immediately due upon termination (“Early Termination Fee”). The Early Termination Fee will not apply to any termination provided in a Renewal Rejection delivered by User.
5.4 EFFECT OF TERMINATION
Upon termination of this Agreement, all rights of the affected User with respect to the use the Program shall terminate immediately.
Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
6. WARRANTY DISCLAIMER & LIMITATION OF LIABILITY
Except where prohibited by law, we expressly disclaim any guarantees of search engine or directory rankings, warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Program (a) will meet your requirements; (b) will show your ads and/or directory listings on a continuous basis.
6.2 LIMITATION OF LIABILITY.
In no event shall Fynd, its officers, directors, employees, or agents, be liable to you or to any third party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement or use of the Program. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the greater of (a) three hundred ($300) or (b) one month Progam payment. The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
You and agree to defend, indemnify and hold harmless Fynd 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 attorney’s fees) arising from (a) your use of the Program; (b) your violation of any term of this Agreement; or (c) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Program.
This Agreement, any part thereof or any rights or obligations under it may not be novated, assigned, outsourced, or transferred by you without our advance written consent, with consent to be given under Fynd’s sole discretion, but may be assigned by us without restriction or limitations. Any assignment or transfer in violation of the aforementioned provisions shall be deemed null and void. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
8.2 FORCE MAJEURE.
We shall not be liable for failing or delaying performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, use of third parties’ equipment or Program, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
8.3 GOVERNING LAW; JURISDICTION.
This Agreement and all matters arising therefrom and any dispute arising between the parties in connection with this Agreement shall be governed and construed in accordance with the laws of United States of America and Commonwealth of Kentucky notwithstanding the conflict of law provisions thereof. The federal and/or state courts in the Commonwealth of Kentucky, as applicable, shall have exclusive jurisdiction in any legal proceedings resulting from or connected with this Agreement, and the User hereby irrevocably submits to such exclusive jurisdiction. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief.
8.4 ELECTRONIC NOTICES.
You agree to receive communications from us in an electronic form. Electronic notices will be delivered to your email address, which you used for registration purposes, as it may be subsequently changed by you in your account settings or by written notice to us. All communications in electronic format will be considered to be “in writing” and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format.
8.5 ENTIRE AGREEMENT.
8.6 NO WAIVER.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement.
All the provisions of this Agreement are distinct and severable. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable, or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.
10. LIQUIDATED DAMAGES
User acknowledges and agrees that Fynd will be incurring significant expense in order to fulfill its obligations under this Agreement. The Parties further acknowledges that breach of this Agreement through any unpermitted use of the Program or infringement of any trademark, intellectual property, or any and all such uses relating to the Program by the Parties would cause Fynd significant damages and perhaps the complete cessation of Fynd’s business. Since the exact amount of such damages would be extremely difficult, if not impossible to calculate, the Parties agree that in the event of a breach by the Parties under this Agreement, which breach has not been cured within ten (10) days of such breach, the Parties will be obligated to pay to Fynd, liquidated damages and not as a penalty, in an amount equal to any and all direct or indirect damages suffered by Fynd, including, without limitation, any lost profits, operating costs, fees, fines, penalties, or other such expenses incurred due to the breach of this Agreement by the Parties.
We are always available to be reached by phone at (502) 289-6115, or by e-mail at customerservice @local-regional-digital-media.fyndyou.com; provided, however, this will not constitute Notice to be provided by User to Fynd under this Agreement.
Last updated: August 2020
fynd, a Delaware limited liability company