Terms and conditions

Last updated June 16th, 2023

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1. AGREEMENT TO TERMS

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Your use of the Offerwell (“Company,” “we,” “us,” or “our”) website, www.offerwell.com or any related mobile application (collectively, the “Site”) is subject to the following Terms of Use. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use WITHOUT ANY MODIFICATION. DO NOT ACCESS OR USE THE SITE IN ANY WAY IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE. THE SITE IS OFFERED AND AVAILABLE TO USERS WHO ARE 18 YEARS OF AGE OR OLDER. BY ACCESSING THE SITE, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND MEET ANY OTHER ELIGIBILITY REQUIREMENTS. IF YOU ARE ACCESSING AND USING THE SITE ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH ENTITY AND TO BIND SUCH ENTITY TO THESE TERMS OF USE. IF YOU DO NOT MEET ALL ELIGIBILITY REQUIREMENTS YOU MUST NOT ACCESS OR USE THE SITE.

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Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please check the applicable Terms every time you use our Site. If you continue to use the Site after we change the Terms of Use, that signifies your consent to such changes and your use of the Site will be subject to the terms set forth in the most recent version of the Terms of Use.

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The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, users who choose to access the Site from such locations do so on their own initiative and at their own risk, and are solely responsible for compliance with all applicable laws.

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2. INTELLECTUAL PROPERTY RIGHTS

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Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

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Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

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3. USER REPRESENTATIONS

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By using the Site, you represent and warrant that: (1) you are at least 18 years of age; (2) your use of the Site does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which you are or may be subject; (3) you will not access the Site through automated or non-human means, whether through the use of a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; (5) you will not use the Site to violate any applicable law, statute, ordinance, or regulation, to violate any agreement between us and you, or to otherwise violate the legal rights of the Company or any third party; (6) all information provided by you to the Company is truthful, accurate, and completed; (7) you are an authorized signatory of the credit or debit card, ACH account, or other payment method, if any, provided to the Company to pay fees, taxes, or purchase prices, and other charges; (8) if you provided to us, you shall maintain accurate, up to date, and complete registration information including, without limitation, your legal name, address, and telephone number; (9) you will not access or use the Site in order to gain competitive intelligence about us, the Site, or any product or service offered by us to otherwise compete with us; (10) you are in fact an authorized representative of the entity on behalf of which you purport to act; and (11) you will comply with all the terms and conditions of this Terms of Use and all other relevant agreements and policies set forth by us.

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If your use of the Site violates any of these representations and warranties, or any of the prohibited activities set forth in below in Section 4, “Prohibited Activities,” we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof) or take any other action we deem appropriate.

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4. PROHIBITED ACTIVITIES

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In addition to complying with any other posted terms and conditions applicable to your use of the Site, you agree that when using the Site, you will not without limitation:

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Retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn account information such as user account numbers, passwords, and/or personal identification numbers (PIN).
Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our sole opinion, us and/or the Site.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Use the Site in a manner inconsistent with any applicable laws, rules, or regulations or any third parties’ rights, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, telemarketing, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation.
Engage in unauthorized framing of or linking to the Site.
Upload or transmit (or attempt to upload or to transmit) any viruses, Trojan horses, or other malicious or destructive code, software, routines, denial of service attack, or equipment components, including excessive use of capital letters and spamming (continuous posting of repetitive text), designed to interfere with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining or scraping, robots, or similar data gathering and extraction tools.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Harass, annoy, intimidate, or threaten any person or entity.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, rule or regulation, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Site.
Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or any Content and/or services on the Site for any use not permitted by us.

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5. USER GENERATED CONTRIBUTIONS

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The Site does not allow users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the our Privacy Policy. When you create or make available any Contributions, you represent and warrant that:

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The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or other rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise offensive, or objectionable (as determined solely by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass, threaten, or promote violence against any person.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any of these Terms of Use, or any applicable law, rule, or regulation.

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Any use of the Site by you in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your access to the Site.

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6. CONTRIBUTION LICENSE

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You agree that we may access, store, process, and use any information and personal data that you provide to us in accordance with our Privacy Policy. You alone are solely responsible for your use of the Site as well as any and all of your Contributions you post, upload, or otherwise transmit (collectively, “Post”) through the Site and once Posted, we make not guarantee about its withdrawal. By Posting Contributions to the Site, you warrant and represent that you have the right to Post such information and that such information is truthful and accurate.

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By Posting Contributions to the Site, you grant, and represent and warrant that you have the right to grant, us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform Contributions in all media now known or hereafter created without attribution for any purpose. You hereby waive all moral rights to Contributions.

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We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. Under no circumstances will We be liable for any statements or representations in your Contributions or for any loss or damage of any kind incurred as a result of the use of any of your Contributions on the Site. We further reserve the right to monitor, delete, or modify any of your Contributions for any reason, including that they are deemed by us in our sole discretion to be offensive, inappropriate, advertising, illegal, off-topic, or that otherwise violate these Terms of Use.

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As provided in 47 U.S.C. § 230(c)(1), we are only a distributer, and not the publisher or speaker, of any Contributions. As such, we cannot be held liable for making available any Contribution that may be false or inaccurate. Any information or opinions contained in Contributions made available through the Site are those of their respective authors alone. We do not guarantee the accuracy, completeness, or truthfulness of any Contribution. Under no circumstances will we be responsible for any loss or damage resulting from any person’s reliance on any Contribution.

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We respect the intellectual property rights of others and comply with the safe harbor provisions of the Digital Millennium Copyright Act (“DMCA”). Anyone who believes that their work has been reproduced on the Site in a way that constitutes copyright infringement may notify our designated copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

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A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has 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
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

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Notifications of claimed infringement should be forwarded to our designated agent as follows:

contact@offerwell.com

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After receiving a valid DMCA notification of claimed infringement, we will investigate the claim and will take appropriate actions under the DMCA, including expeditiously removing or disabling access to any material claimed to be infringing or claimed to be the subject of infringing activity. We will take reasonable steps promptly to notify the user who submitted the material if we removed or disabled access to such material.

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Counter-Notification. If you posted or submitted material to us that we removed or disabled access to pursuant to a DMCA notification of claimed infringement, and you believe your material is not infringing and the material was removed or disabled as a result of a mistake or misidentification, you may send a counter-notification containing the following information in writing to our designated agent listed above:

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Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which the Company may be found, and that you will accept service of process from the person who provided the notification of claimed infringement or an agent of such person.

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If a valid counter-notification is received by our designated agent, we will send a copy of the counter-notification to the original complaining party informing that person that we will replace the removed material or cease disabling access to it in 10 business days. Unless our designated agent first receives notice from the original complaining party that such party has filed an action seeking a court order to restrain the alleged infringement, we will replace or restore access to the material in 10 to 14 business days after our designated agent’s receipt of the counter-notification, at our sole discretion.

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We reserve the right, in our sole discretion, to terminate accounts for users that are deemed to be repeat copyright infringers.

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7. SUBMISSIONS

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In addition to the license you grant to us, above, for Contributions, if you elect to provide or make available any questions, comments, suggestions, ideas, feedback, or other information regarding in connection with or related to the Site ("Submissions") whether you send such Submissions to us through the Site or through a separate communication channel, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license under any and all rights in and to the Submissions to use, reproduce, distribute, create derivative works of, adapt, display, perform, and otherwise exploit, and to make, have made, sell, offer to sell, and import any products and services incorporating or based on the Submissions in any manner. Please do not send us such information or materials if you do not wish to grant us the rights set forth in this Section. We are under no obligation to respond or take any action in response to any Submission. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions

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8. SITE MANAGEMENT

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We reserve the right, but do not undertake any affirmative obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates applicable law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or Submissions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

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9. TERM AND TERMINATION

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These Terms of Use shall remain in full force and effect while you use the Site. In the event of termination of these Terms of Use, any provisions which by their nature should continue following termination, shall so continue. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW, RULE, OR REGULATION. WE MAY TERMINATE YOUR ACCESS TO, USE OF, OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED OR SUBMITTED TO US AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

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If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of an entity or any other third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

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10. MODIFICATIONS AND INTERRUPTIONS

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We reserve the right but do not undertake any affirmative obligation to change, modify, or remove the information or content of the Site at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

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We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

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11. GOVERNING LAW

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The validity, construction, and effect of these Terms of Use will be governed solely by the laws of the state of New York, without giving effect to that state’s conflict of laws rules. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site, shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in Buffalo, New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country or county of residence, or any other relevant country, county, or jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

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12. DISPUTE RESOLUTION

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Binding Arbitration

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If you have any issues or dispute with us you agree to first contact us at contact@offerwell.com and attempt to resolve the dispute with us informally. All disputes arising out of, or relating to, these Terms of Use (including formation, performance, breach, enforceability, and validity of these Terms of Use), our operation of the Site, or a purchase made through the Site shall be resolved by final and binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be held in Buffalo, New York or another location only if we consent to such other location, which consent may be withheld in our sole discretion. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms of Use, including any claim that all or any part of these Terms of Use are void or voidable. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

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Restrictions

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You and the Company each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. Class actions and class arbitrations are prohibited. If for any reason a claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial.

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No legal claim or action arising under these Terms of Use may be brought by you more than one (1) year after the cause of action has accrued. Without prejudice to the Terms of Use to resolve disputes in binding arbitration set forth in the previous paragraph, either party to these Terms of Use may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of these Terms of Use pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.

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Exceptions to Arbitration

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The Parties agree that the following legal claims or actions are not subject to the above provisions concerning binding arbitration: (a) any dispute seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use of the Site; and (c) any claim for injunctive relief. If this Section is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this Section found to be illegal or unenforceable and such dispute shall be solely decided by a court of competent jurisdiction located within Buffalo, New York, and the parties agree to submit to the personal jurisdiction of that court.

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13. CORRECTIONS

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There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right, but undertake no obligation to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

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14. DISCLAIMER

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EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDE IN THESE TERMS OF USE, THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS ON THE SITE, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER MALWARE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, WE DO NOT WARRANT THAT USE OF THE SITE WILL BE COMPLIANT WITH ANY APPLICABLE LAWS, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS. BY PROVIDING THE SITE, WE ARE NOT PROVIDING YOU WITH LEGAL ADVICE.

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THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS OF USE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THESE DISCLAIMERS MAY NOT APPLY TO YOU. ALL PRODUCTS AND/OR PROPERTY YOU PURCHASE THROUGH THE SITE ARE SOLD BY THE SELLER AND NOT BY US.

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15. LIMITATIONS OF LIABILITY

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IN NO EVENT WILL WE NOR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR ONE HUNDRED U.S. DOLLARS ($100.00). CERTAIN UNITED STATES STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. WE ARE NOT AN INSURER WITH REGARD TO PERFORMANCE OF THE SITE. THE DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY AND REMEDY ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER FOR YOU TO OBTAIN THE RIGHTS TO USE THE SITE AT THE SPECIFIED PRICE, IF ANY. YOU AGREE TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY US CONTAINED HEREIN; AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HEREIN. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE WILL BE TO STOP USING THE SITE.

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16. INDEMNIFICATION

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You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees, costs, and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any person with whom you contacted via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your sole expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

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17. USER DATA

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We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. We reserve the right, in our sole discretion, to determine whether and how long to store information and data in accordance with our Privacy Policy. We will not be responsible for any liability related to the deletion or removal or any data or content maintained on the Site or our servers.

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18. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

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By accepting these Terms of Use, you consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. Emails we send you are governed by our Privacy Policy.

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19. HYPERLINKS

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A link from the Site to a non-Company website does not mean that we endorse or accept any responsibility for the content, functioning, policies, or use of such services, and you enter any such website at your own risk. It is your responsibility to take precautions to ensure that whatever website or other online materials that you select for use are free of viruses and other items of a destructive nature. Additionally, we suggest you review the linked site’s terms of service and privacy policy, and if you do not agree to be bound by the terms of that site, terminate your visit to that site. We are not responsible for the privacy policies and practices of the sites operated by our business partners or other third parties. We expressly disclaim any liability related to such sites. We also prohibit unauthorized hypertext links to the Site or the framing of any content available through the Site. We reserve the right to disable any unauthorized links or frames.

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20. COOPERATION WITH LAW ENFORCEMENT AND REGULATORY BODIES

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We have the right to fully cooperate with any law enforcement authorities, regulatory agencies, or court orders requesting or directing us to disclose the identity or other information of anyone sharing information with us through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND/OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

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21. MISCELLANEOUS

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These Terms of Use and any policies (including our Privacy Policy) posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of any such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. The parties and their respective personnel are and shall be independent contractors, and neither party by virtue of these Terms of Use shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or your use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. Subject to Sections 15 and 16, nothing in these Terms of Use will confer upon any person or entity, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.

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We shall not be liable for any failure to perform any services or other obligation related to these Terms of Use or the Site to the extent that performance of its obligations are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or any other cause beyond our reasonable control.

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22. CONTACT US

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If you have any questions or need to contact us for any reason relating to these Terms of Use or your use of the Site, please contact us at:

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Offerwell

1879 Whitehaven Rd, Suite 397, Grand Island, NY 14072

contact@offerwell.com

+1-716-994-2707

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