PLEASE READ THE FOLLOWING IN ITS ENTIRETY PRIOR TO USE OF THIS SITE
All products and services of Whalop Inc. (“Whalop”) are subject to the terms and conditions of the applicable agreements governing their use or sale.
These Terms are to be read by you/AFF together with any terms, conditions or disclaimers provided in the pages of the Site.
The information, material and content provided in the Site (the "Information") may be changed at any time without notice. Changes may be made to these Terms at any time without notice by updating this posting. You agree to review these Terms regularly and your continued access or use of the Site or Whalop products and services will mean that you agree to any changes.
The Site and the Programs herein are actively administered through Whalop, associated vendors, subsidiaries, and agents, in accordance with U.S. law without giving effect to any principles of conflicts of laws. You agree that all disputes, controversies or claims arising out of or in connection with the Site shall be submitted to and be subject to the jurisdiction of the courts.
The terms and conditions applicable to any product, service or information will be those determined at the time of provision of the product, service or information. Please be aware of the laws of your jurisdiction or that otherwise apply to you in relation to any of the matters described in these pages. If you choose to access the Site and enlist in the Programs from outside of the United States, you do so on your own initiative and are responsible for compliance with applicable local, national or international laws. You may not use or export or re-export the Information or any copy or adaptation in violation of any applicable laws or regulations, including export laws and regulations of the United States in force from time to time.
DISCLAIMER OF WARRANTY.
WHALOP MAKES NO WARRANTIES HEREUNDER, AND Whalop EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WHALOP FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. AFF UNDERSTANDS AND AGREES THAT THE PLATFORMS MAY NOT SATISFY ALL OF THE LEADS' REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.
WHALOP DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, ENDORSEMENTS OR CONDITIONS WITH RESPECT TO THE SITE OR THE INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTABILITY, OPERATION, NON-INFRINGEMENT, USEFULNESS, COMPLETENESS, ACCURACY, CURRENTNESS, RELIABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, WHALOP DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE AVAILABLE OR MEET YOUR REQUIREMENTS, THAT ACCESS WILL BE UNINTERRUPTED, THAT THERE WILL BE NO DELAYS, FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, THAT NO VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE TRANSMITTED, OR THAT NO DAMAGE WILL OCCUR TO YOUR COMPUTER SYSTEM. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT AND TO TAKE ALL PRECAUTIONS TO SCAN FOR COMPUTER VIRUSES OR OTHER DESTRUCTIVE PROPERTIES.
YOU ACKNOWLEDGE AND AGREE THAT WHALOP DOES NOT ENDORSE THE CONTENT OF ANY MEMBER OR ANY SITE ACCESSED VIA LINKS OR OTHER MEANS FROM THE SITE AND IT IS NOT RESPONSIBLE OR LIABLE FOR SUCH CONTENT EVEN THOUGH IT MAY BE UNLAWFUL, HARASSING, LIBELOUS, PRIVACY INVADING, ABUSIVE, THREATENING, HARMFUL, OBSCENE, OR OTHERWISE OBJECTIONABLE, OR THAT IT INFRINGES OR MAY INFRINGE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANOTHER PERSON.
EXCEPT WHERE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WHALOP BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE SITE OR THE INFORMATION, EVEN IF Whalop HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Any unprotected email communication over the Internet is, as with communication via any other medium (e.g. cellular phones, post office mail), not confidential, subject to possible interception or loss, and is also subject to possible alteration. WHALOP is not responsible for and will not be liable to you or anyone else for any damages in connection with an E-Mail sent by you to WHALOP or an E-Mail sent by WHALOP to you at your request.
No endorsement or approval of any third parties or their advice, opinions, information, products or services is expressed or implied by any Information.
LINKS AND DOWNLOADABLE SOFTWARE
Links from or to websites outside the Site are meant for convenience only. WHALOP does not review, endorse, approve or control, and is not responsible for any sites linked from or to the Site, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and WHALOP will not be responsible or liable for any damages in connection with linking. Links to downloadable software sites are for convenience only and WHALOP is not responsible or liable for any difficulties or consequences associated with downloading the software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software.
Any material, information or idea you transmit to or post on this Site by any means will be treated as non-proprietary, and may be used by WHALOP for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.
LIMITATION OF LIABILITY AND INDEMNIFICATION.
WHALOP SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF WHALOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WHALOP'S LIABILITY TO AFF UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFF BY WHALOP DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS
AFF agrees to indemnify, defend and hold harmless WHALOP and the WHALOP Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the "Indemnified Party"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon or arises out of breach of any representation, warranty, obligation or covenant of the WHALOP program by AFF or AFF’s gross negligence or willful misconduct; and/or any warranty, condition, representation, indemnity or guarantee relating to WHALOP, WHALOP Related Entities and/or the programs as accessible by an AFF to any lead, second tier AFF or other third party.
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide AFF with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the AFF shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party's written consent, which shall not be unreasonably withheld.
LIFETIME CUSTOMER VALUE
“Customers” shall mean all visitors to the AFF Sites for those instances in which they proceed from there to the website shopping cart managed by WHALOP to order Products. Such visitors are not deemed “Customers” for purposes of this Agreement with respect to those occasions when they proceed to some other AFF Site(s) or other website and order from it, merely because at one time they went from AFF Site to the website shopping cart managed by WHALOP. "Lifetime Customers" shall mean the lifetime value of the "Customers" so long as "Customers" order from the AFF Site(s) and so long as AFF remains an in-status, valid WHALOP affiliate.
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
The Engagement between WHALOP and AFF shall commence on the date WHALOP confirms its acceptance of Affiliate's application or joining of any WHALOP service or program.
Either party may terminate this Agreement at any time, for any reason, provided that it provides written notice via designated e-mail address of such termination to the other party. Termination of this Agreement shall also terminate any outstanding Engagement. WHALOP shall have the right to terminate this Agreement immediately, (a) upon a breach of any obligation hereunder by AFF; (b) WHALOP determines, in its sole discretion, that compliance with this Agreement would cause WHALOP or any of its affiliates to violate or potentially violate any local, state or federal law or regulation or any court order; (d) any representation made or information provided to WHALOP by AFF was false or misleading at the time of such disclosure; or (e) there is a material adverse change in AFF's financial condition, business prospects or (f) any other condition as WHALOP may determine.
Upon the expiration or termination of this Agreement for any reason, (a) each Party shall return to the other Party all property of the other Party in its possession or construed (including all Creative and all Confidential Information, as defined herein); (b) AFF shall immediately remove all content from the AFF sites and shall immediately destroy all copies of and erase any and all content from computer memories and storage devices within its possession or control, and certify in a writing signed by an officer of AFF that such materials have been so destroyed and erased; (c) all rights herein granted shall revert to WHALOP; (d) AFF Fees, as applicable, may become due and owing to AFF pursuant to terms and conditions of this Agreement, during the three (3) month period immediately following the effective date of termination of this Agreement; and (e) any provisions of this Agreement which are to be performed after termination to effectuate their intent and purpose shall survive termination of this Agreement.
Each Party acknowledges and agrees that any and all information associated with the other Party's business and not publicly known, including, but not limited to, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information ("Confidential Information"), whether or not marked as confidential or proprietary. Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party's obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
These Terms and any terms incorporated or referred to herein constitute the entire agreement between AFF and WHALOP relating to the subject matter hereof, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except in writing, or by WHALOP making such amendments or modifications in accordance with these Terms.
These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
As a subscriber or member, you can expect to receive:
- Rewards – At WHALOP, our goal is to motivate our members by means of professionally managed and user friendly shopping experience. At various times, rewards and discounts may be offered to our subscriber and membership base.
- Motivation – WHALOP also will enlist our membership email addresses as a vehicle to correspond with each individual member as a reminder for new products, rewards and discounts for those members and subscribers that wish to receive such information only.
- Information - The information that is collected can allow us to customize the content and/or layout of our page for each member’s profile. Additionally, it enables us to notify you about updates to our Website, contact you with special offers of interest, and customize your Website experience.
WHALOP utilizes third party vendors such as banks, credit card transaction interfaces and suppliers. Execution of transactions by members requires information such as names addresses and billing requirements. Member information in full or part will be shared to said vendors for transactional purposes.
Information may also be shared for those marketing entities, i.e. affiliates and vendors to further enhance research for product, pricing and marketing purposes and to insure correct correspondence for fulfillment.
In the event of a merger, consolidation or partnering effort by the Company, information may be shared to continue reputable business practices to provide products or services might be of value to you. In the event of that you request us not to share your information with outside organizations, please let us know by accessing the form at whalop email@example.com. We retain email opt-out and postal/telephone non-solicitation requests for 5 years. We will not transfer your information to any other party or use it for any purpose other than to provide the Service to you and display and manage the Site unless you provide us permission to do so.
Transfers of Information for Legal Purposes
WHALOP may need to disclose certain information to comply with a legal requirement, such as a law, regulation, court order, subpoena, search warrant, in the course of a legal proceeding or in response to a law enforcement agency request. If there is a change of control in Company's business (whether by merger, sale, or otherwise), or a sale or transfer of its assets, customer information could be sold or transferred as part of that transaction and your personally identifying information potentially used by the Purchaser or other recipient of said customer information.
Spamming by Affiliates:
The Company requires that all affiliates abide by all anti-spamming laws and adheres to absolutely no spamming via email at any time. The Company will immediately act upon any reports of spamming and said affiliate will be reported in accordance with those rules, regulations and requirements as mandated.
To report spamming, please email the company directly to firstname.lastname@example.org
AFFILIATE AND MARKETING CODE OF CONDUCT
At all times, any marketing or affiliate agent of the Company will adhere to all laws governing both internet and offline marketing rules and regulations, including all requirements of WHALOP. This additionally includes FCC regulations and general principles of moral conduct. If at any time an affiliate or marketing agent performs unlawful, immoral or acts that jeopardizes the standing of WHALOP, WHALOP has the rights to remove that entity immediately and without recourse by said entity.
RULES FOR SUBMISSIONS AND MESSAGES
Responsibility for what is posted in the discussion groups or other public forums lies with each user—you alone are responsible for the content of your messages, and the consequences of any such messages. We cannot and do not review every submission a user may make. We neither endorse nor guarantee the accuracy or propriety of any submission. We do, however, reserve the right but do not assume the obligation to restrict or prohibit your use of Websites if we believe you are violating any of the terms of the agreement and to remove, edit, or relocate any submission as we see fit whether for legal or other reasons.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Company, Inc., are entirely responsible for all Content that you upload, post or otherwise transmit. Company does not control the Content posted and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using a Website, you may be exposed to Content that is offensive, indecent or objectionable. upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; harm minors in any way; impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page); upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Service that are designated for such purpose;
upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; interfere with or disrupt the servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; "stalk" or otherwise harass another;
collect or store personal data about other users; promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals use your home page (or directory) as storage for remote loading or as a door or signpost to another home page engage in commercial activities without the express written consent of WHALOP. This includes, but is not limited to, the following activities: offering for sale any products or services; soliciting for advertisers or sponsors; conducting raffles or contests that require any type of entry fee; displaying a sponsorship banner of any kind, including those that are generated by banner or link exchange services displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their websites.