Warranty Life | Conditions d'utilisation
Ces conditions s'appliquent aux produits achetés sur les sites Web et les applications mobiles de Warranty Life.
DERNIÈRE MISE À JOUR: October 31, 2020 31octobre, 2020
Thanks for using Warranty Life's products, Products, websites, and apps which are branded as “Warranty Life” (“Warranty Life Products”) .
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Products.
If you will be using the Products on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such a case, “you” and “your” will refer to that organization.
Certain country-specific terms in Section 15.4 may apply to you if you are located outside the United States.
1. Fees and Payments
1.1. Fees for Products.
You agree to pay to Warranty Life any fees for each Product you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Product. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Warranty Life of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
Some of our Products are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, accessible by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.
(a) United States Sales Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority.
If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such documents current and accurate.
If we subsequently determine in our sole discretion that your tax exemption document is valid, we will refund the sales tax collected.
(b) Non-United States Sales Tax. If applicable, we will charge you VAT, GST or any other sales, consumption or use taxes that arise in connection with your purchases of Warranty Life products unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate.
If you are required by law to withhold any Taxes from your payments to Warranty Life, you must provide Warranty Life with an official tax receipt or other appropriate documentation to support such payments.
1.4. Price Changes.
Warranty Life may change the fees charged to you for the Products at any time, provided that, for Products billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Warranty Life will provide you with advance notice of any change in fees.
1.5. Overage Fees.
Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Product being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Product.
Warranty Life will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the Warranty Life privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Warranty Life); (b) was lawfully known to Warranty Life before receiving it from you; (c) is received by Warranty Life from a third party without knowledge of breach of any obligation owed to you; (d) is shared in the context of your account being migrated to an organization’s Enterprise account, if your account is registered using a work email address within that organization; or (e) was independently developed by Warranty Life without reference to your Content. Warranty Life may disclose your Content when required by law or legal process, but only after Warranty Life, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
Warranty Life will store and process your Content in a manner consistent with industry security standards. Warranty Life has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
If Warranty Life becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), Warranty Life will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. Warranty Life will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Warranty Life.
3. Your Content
3.1. You Retain Ownership of Your Content.
You retain ownership of all of your intellectual property rights in your Content. Warranty Life does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Products, and as otherwise described in these Terms.
3.2. Limited License to Your Content.
You grant Warranty Life a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Products to you and as otherwise permitted by the Warranty Life privacy policies. This license for such limited purposes continues even after you stop using our Products, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Warranty Life's business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Products to you. If you provide Warranty Life with feedback about the Products, we may use your feedback without any obligation to you.
4. Warranty Life IP
4.1. Warranty Life IP.
Neither these Terms nor your use of the Products grants you ownership in the Products or the content you access through the Products (other than your Content). Except as permitted by Warranty Life's Brand and Trademark Use Policy, these Terms do not grant you any right to use Warranty Life's trademarks or other brand elements.
If you submit any feedback or suggestions to us regarding our Products, we may use and share them for any purpose without any compensation or obligation to you.
5. User Content
5.1. User Content.
The Products display content provided by others that is not owned by Warranty Life. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Products. Warranty Life is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Products unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
5.2. Content Review.
You acknowledge that, in order to ensure compliance with legal obligations, Warranty Life may be required to review certain content submitted to the Products to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Warranty Life otherwise has no obligation to monitor or review any content submitted to the Products.
5.3. Third Party Resources.
Warranty Life may publish links in its Products to internet websites maintained by third parties. Warranty Life does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Products are the property of their respective owners.
6. Account Management
6.1. Keep Your Password Secure.
If you have been issued an account by Warranty Life in connection with your use of the Products, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Warranty Life, are responsible for any activity occurring in your account (other than activity that Warranty Life is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Warranty Life immediately. Accounts may not be shared and may only be used by one individual per account.
6.2. Keep Your Details Accurate.
Warranty Life occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
6.3. Remember to Backup.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Warranty Life will not be liable for any failure to store, or for loss or corruption of, your Content.
6.4. Account Inactivity.
Warranty Life may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
7. User Requirements
7.1. Legal Status.
If you are an individual, you may only use the Products if you have the power to form a contract with Warranty Life. If you do not have the power to form a contract, you may not use the Products. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
“Minors” are individuals under the age of 13 (or a higher age as provided in certain countries and territories). None of the Products are intended for use by Minors. If you are a Minor in your place of residence, you may not use the Products. By using the Products, you represent and warrant that you are not a Minor.
You may only use the Products if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Products, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Products from Warranty Life. You will ensure that: (a) your end users do not use the Products in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Products to persons or entities on any of the above lists.
8. Acceptable Uses
8.1. Legal Compliance.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Products.
8.2. Your Responsibilities.
You are responsible for your conduct, Content, and communications with others while using the Products. You must comply with the following requirements when using the Products:
(a) You may not purchase, use, or access the Products for the purpose of building a competitive product or Product or for any other competitive purposes.
(b) You may not misuse our Products by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(c) You may not circumvent or attempt to circumvent any limitations that Warranty Life imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).
(d) Unless authorized by Warranty Life in writing, you may not probe, scan, or test the vulnerability of any Warranty Life system or network.
(e) Unless authorized by Warranty Life in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Products available.
(f) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Products, or attempt to do so.
(g) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Products.
(h) You may not engage in abusive or excessive usage of the Products, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Products for other users. Warranty Life will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Warranty Life.
(i) You may not use the Products to infringe the intellectual property rights of others, or to commit an unlawful activity.
(j) Unless authorized by Warranty Life in writing, you may not resell or lease the Products.
(k) If your use of the Products requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Warranty Life has agreed with you otherwise. You may not use the Products in a way that would subject Warranty Life to those industry-specific regulations without obtaining Warranty Life's prior written agreement. For example, you may not use the Products to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with Warranty Life that permits you to do so.
(l) You may not register accounts by “bots” or other automated methods.
(m) Your Content and use of the Products may not violate our Content Policy.
9. PCI Compliance
9.1. PCI Standards.
If you use the Products to accept payment card transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) to the extent they are applicable to your business (the “PCI Standards”). Warranty Life provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant and the specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Products.
9.2. Cardholder Data.
Warranty Life is responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by us on your behalf. “Cardholder Data” is defined as a cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or Product code. Warranty Life has developed strict security features to protect Cardholder Data, and as such this data may only be used in anticipated ways and stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN THE Products, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where Warranty Life explicitly enables such data to be entered into such fields). Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. Similarly, excluding payment forms, you must never collect or enter any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2) into any fields in the Products. You assume all responsibility for any Cardholder Data entered into the Products in violation of these terms.
10. Suspension and Termination of Products
10.1. By You.
You can terminate your Subscription and delete your account by contacting email@example.com. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Products. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Products, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by law.
10.2. By Warranty Life.
Warranty Life may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Warranty Life may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Warranty Life may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Warranty Life has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Warranty Life may limit, suspend, or terminate the Products to you: (i) if you fail to comply with these Terms, (ii) if you use the Products in a way that causes legal liability to us or disrupts others’ use of the Products; or (iii) if we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Products you receive, depending upon the reason, we will endeavor to give you advance notice and an opportunity to obtain a copy of your Content from that Product. However, there may be time sensitive situations where Warranty Life may decide that we need to take immediate action without notice. Warranty Life will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Warranty Life has no obligation to retain your Content upon termination of the applicable Product.
10.3. Further Measures.
If Warranty Life stops providing the Products to you because you repeatedly or egregiously breach these Terms, Warranty Life may take measures to prevent the further use of the Products by you, including blocking your IP address.
11. Changes and Updates
11.1. Changes to Terms.
Warranty Life may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Products, and to account for new Products or functionality. The most current version will always be posted on the Warranty Life website. If an amendment is material, as determined in Warranty Life's sole discretion, Warranty Life will notify you by email. Notice of amendments may also be posted to Warranty Life's blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Warranty Life to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Product, you should stop using that Product, because by continuing to use the Products you indicate your agreement to be bound by the updated terms.
11.2. Changes to Products.
Warranty Life constantly changes and improves the Products. Warranty Life may add, alter, or remove functionality from a Product it provides to you at any time without prior notice. Warranty Life may also limit, suspend, or discontinue a Product provided to you at its discretion. If Warranty Life discontinues a Product, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Product. Warranty Life may remove content from the Products it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.
12. Disclaimers and Limitations of Liability
While it is in Warranty Life's interest to provide you with a great experience when using the Products (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Products up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE Products AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND Warranty Life DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE Products.
12.2. Exclusion of Certain Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, Warranty Life, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE Products AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Warranty Life HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.3. Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF Warranty Life, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE Products AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO Warranty Life FOR USE OF THE Products AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.
We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
If you are a business, you will indemnify and hold harmless Warranty Life and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) (“Indemnification Amounts”) arising out of a third party claim regarding or in connection with your or your end users’ use of the Products or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
If you are any kind of user, you will indemnify and hold Indemnified Entities harmless from any Indemnification Amounts arising out of a breach of your obligation in Section 1.3 to ensure your tax exemption certificate, if any, accurately reflects your current tax status.
13. Contracting Entity
13.1. Who you are contracting with.
Unless otherwise noted, the Products are provided by, and you are contracting with, Warranty Life Global Services LLC (Warranty Life). inside of the United States.
13.2. Warranty Life
For any Product provided by Warranty Life, the following provisions will apply to any terms governing that Product:
Contracting Entity. References to “Warranty Life”, “we”, “us”, and “our” are references to Warranty Life Inc., located at Suite 351 , 255 Newport Drive, Port Moody BC V3H 5H1
Those terms are governed by the laws of British Columbia (without regard to its conflict of laws provisions).
Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in British Columbia Canada,
14. Other Terms
You may not assign these Terms without Warranty Life's prior written consent, which may be withheld in Warranty Life's sole discretion. Warranty Life may assign these Terms at any time without notice to you.
14.2. Entire Agreement.
These Terms (including the Additional Terms) constitute the entire agreement between you and Warranty Life, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Products, do not override or form a part of these Terms, and are void.
14.3. Independent Contractors.
The relationship between you and Warranty Life is that of independent contractors, and not legal partners, employees, or agents of each other.
The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
14.5. No Waiver.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Products to which the Additional Terms apply.
If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
14.8. Third Party Beneficiaries.
There are no third party beneficiaries to these Terms.
The following sections will survive the termination of these Terms: 1, 2, 3.2, 10, 12, 13, 14, 15, 16, and 17.
15. Terms for Certain Customers and Countries
These Terms are prepared and written in English and French. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.
15.2. Customer-Specific Terms.
The following amendments automatically apply to you upon acceptance of these Terms if you are one of the types of entities identified below:
If you are a United States Federal Government Agency, this Amendment applies to you.
If you are a different type of government entity in the United States, this Amendment applies to you.