Terms

The following terms and conditions (the “Terms of Service” or “Agreement”) are a legally binding agreement between each user (“User”, “you” or “your”) and No Plans, Inc. dba Whiled and its affiliates (“Whiled”, “us”, “our” or ‘we”) regarding your use of Whiled Site, Products and/or Services (all as defined below). Whiled is the owner and operator of the www.whiled.co website and our shop (collectively, the “Site”), Whiled products, newsletter, email notifications, social media content, or any related applications provided by us (collectively, the “Services”), and all content and features contained in the foregoing. By accessing or using the Service, you are indicating that you have read and understand these Terms of Use, that you will abide by all of their terms and conditions and that you are over the age of eighteen (18). If you do not agree to any of these terms and conditions, please do not use the Service. By agreeing to our Terms of Service, you’re also agreeing to our Privacy Policy and Cookie Policy.

UPDATES TO TERMS

We reserve the right to change any terms of these Terms of Use at any time without prior notice to you. You agree that our posting of revised Terms of Use on our Service will constitute notice to you of such revised Terms of Use and that your access or use of the Service after such posting constitutes your agreement to be bound by such changes and the revised Terms of Use. Consequently, please review these Terms of Use before each and any access or use of our Service. Any changes to these Terms of Use will become a part of these Terms of Use and will apply as soon as they are posted or such later date as may be specified in the posted Terms of Use. Unless explicitly stated otherwise, any new features or functionality that augment or enhance the Service will be subject to these Terms of Use.

SPECIAL PROMOTION TERMS

Occasionally, we may offer the chance to participate in sweepstakes, contests, surveys and/or special offerings (“Special Promotion(s)”) through the Service. Special Promotions may be governed by terms and conditions that are separate from these Terms of Use. If the provisions of a Special Promotion’s terms and conditions conflict with these Terms of Use, those separate terms and conditions will prevail with respect to such Special Promotion, unless otherwise stated. Regarding how we treat your personal information in these special promotions, please refer to the Privacy Policy.

ELIGIBILITY; REGISTRATION

This Site and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are at least eighteen (18) years of age. If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your registration or Personal information, as described below) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.

YOUR USE OF THE SITE AND THE SERVICES

Whiled’s community functions best when its Users follow rules and guidelines. By accessing and/or using the Site or any Services, you agree to comply with these community guidelines (the “Community Guidelines”) and that: Your use of the Site and the Services including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations; you will not impersonate another User or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, nor will you collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent; you will not use this Site or the Services in a manner (as determined by Whiled in its sole and absolute discretion) that is illegal, infringing, defamatory, harassing, or abusive, that violates the privacy or publicity rights of another User or any other third party, or that is otherwise objectionable;. you will not use this Site or the Services for hate speech, hate crimes or violence; You will not use this Site or the Services to send spam or other unsolicited bulk email, for computer or network hacking or cracking, or to transmit any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality or security of the Site or the Services; you will not copy or distribute in any medium any part of the Site or the Services, except where expressly authorized by Whiled; you will not access Whiled Content or User Content (as those terms are defined below) through any technology or means other than through this Site itself, or as Whiled may designate; you will not use this Site or the Services, including any of Whiled’s related technologies, for any commercial use without Whiled’s express prior written consent; and you will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

Whiled reserves the right to modify, change, or discontinue any aspect of this Site or the Services at any time.

USER GENERATED CONTENT

You understand that all information, including your name and email address; data, including your IP address and other personally and non-personally identifiable information we collect about you through the Service, including information we collect from your social media profiles if you access the Service through our social media channels or tag Whiled (@whiled.co) on Instagram, direct message to Whiled on Instagram, email to Whiled; or other content of any kind, uploaded, posted, made available, shared or transmitted by you or another user to or through the Service (each and all of the foregoing, “User Content”) is the sole responsibility of the person from whom such User Content originated. We do not control such User Content and do not make any guarantee whatsoever related to such User Content. By using the Service, you may be exposed to User Content, as well as material uploaded, posted, made available, shared or transmitted to or through the Service by us, that is offensive, indecent or objectionable. Under no circumstances will we be liable or responsible in any way for any claim related to such User Content or material.

While we have no obligation to review, monitor, display, accept or exploit User Content, we may, in our sole discretion, delete , move, re-format, edit, alter, distort, remove or refuse to exploit User Content at any time, for any reason, without notice or liability to you or any other party.

By submitting or posting your User Content to or on the Service, you grant us, and our affiliates, agents, third party partners, and assignees a non-exclusive, irrevocable, sublicensable and royalty-free license in perpetuity throughout the universe to host, display, transmit, distribute, reproduce,modify, edit, translate, create derivative works from, store, archive, cache, sell,sublicense and otherwise your User Content in any and all manner and media, whether now known or hereafter devised, and you release all moral rights and similar rights in and to your User Content. You further perpetually and irrevocably grant Whiled the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation, remuneration or attribution of any kind to you or anyone else.

You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms of Use; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms of Use and grant t these licenses. Upon Whiled’s request, you will furnish Whiled any documentation, substantiation or releases necessary to verify your compliance with these Terms of Use. Whiled reserves the right to remove any User Content from the Service or our social media channels at any time in our sole discretion.

FTC DISCLOSURE

You acknowledge that: (i) we may receive from marketers free products that we review or discuss in our content and (ii) we may receive compensation in connection with advertisement or stories regarding run advertisements or stories on our sites concerning some of those products or companies that sell them (and other products sold by such companies) for which we sometimes receive compensation.

LINKS TO THE SERVICE

We reserve the right to revoke any link to any page of the Service or our social media channels in our sole discretion without notice. We also reserve the right to require that you obtain our prior written consent before you provide any links to any page or social media page of the Service.

THIRD PARTY LINKS

We may provide, or third parties may provide, on or through the Service,links to other websites or resources. You acknowledge and agree that we have no control over such sites and resources, are not responsible for the availability of such external sites or resources, and do not endorse nor are we responsible for or liable for any losses, expenses or damages, to you or your software, hardware or data, arising out of the operations of such external sites or resources. These links sites are for your convenience only, and you access them at your own risk, regardless of whether or not we receive compensation, commission or share of revenues generated by purchases via such links. YOUR COMMUNICATIONS AND DEALINGS WITH THIRD PARTIES THROUGH SUCH LINK INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH COMMUNICATIONS AND DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.

SERVICE MODIFICATION OR TERMINATION

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. We will not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service. We may at our sole discretion, under any circumstances, for any or no reason whatsoever and without prior notice to you, immediately terminate your access to the Service. We will not be liable or responsible to you or any third party for such termination.

INDEMNIFICATION

To the extent permitted by applicable law, you agree to indemnify, defend and hold harmless Whiled, its officers, directors, employees, agents, licensors, suppliers, partners and affiliates from and against all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use or any activity related to use of the Service (including negligent or wrongful conduct) by you or any other person accessing the Service via your Whiled account, email account(s), social media account(s) or ISP address. We reserve the right to take over the exclusive defense of any claim. This section will survive termination of your access to the Service.

RELEASE

If you have a dispute with one or more users of the Service, you release us from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You also waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You also waive any and all benefits and rights that would otherwise accrue to you by reason of the provisions of any federal or state statute or principle of common law of any state of the United States, or any political entity, nation, or province or local law or regulation that may govern this release, which statute, regulation, law or principle provides in substance something similar to California Civil Code § 1542.

GOVERNING LAW

These Terms of Use and the relationship between you and Whiled will be governed by the laws of the United States of America and the State of New York as an agreement wholly performed therein without regard to its conflict of law provisions and the United Nations Conventions on Contracts (if applicable). Any dispute relating in any way to your use of the Service will be submitted to confidential arbitration in New York, New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or Federal court in the state of New York, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms of Use will be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use will be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. Any claim or cause of action arising out of or related to use of the Service or these Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred. Any claim by you that may arise in connection with these Terms of Use will be compensable by monetary damages and you will in no event be entitled to injunctive or other equitable relief. You also hereby expressly waive any right to resort to any form of class action.

MISCELLANEOUS

These Terms of Use constitute the entire agreement between you and us and govern your use of the Service. These Terms of Use supersede any prior agreements between you and us with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use other services, affiliate services, or third-party services. These Terms of Use are fully assignable by us and will be binding upon and inure to the benefit of our successors and assigns. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use. Our failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the court should nevertheless endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use will remain in full force and effect. The headings in these Terms of Use are for convenience only and have no legal or contractual effect.

INTELLECTUAL PROPERTY

The content on this Site and the Services, including without limitation the text (such as the articles found on our blog or in our newsletter), products, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Whiled Content”), are owned by or licensed to Whiled in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Whiled Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Whiled. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Whiled reserves all rights not expressly granted in and to Whiled Content, this Site and the Services, and this Agreement does not transfer ownership of any of these rights. If you violate any part of this Agreement, your permission to access and/or use Whiled Content and the Site or the Services automatically terminates and you must immediately destroy any copies you have made of Whiled Content. The trademarks, service marks, and logos of Whiled used and displayed on the Site the Services are registered and unregistered trademarks or service marks of Whiled. Other company, product, and service names located on the Site and the Services may be trademarks or service marks owned by others. Nothing on the Site or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Whiled Trademarks inures to our benefit. The Site and the Services have been specially designed to present Whiled Content in a unique format and appearance. We are concerned about the integrity of Whiled Content when it is viewed in a setting created by a third party that includes advertising or other materials that we have not authorized to be displayed with our content. Elements of the Site and Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. Neither you nor any third party shall make use of Whiled Content in any manner that constitutes an infringement of our rights, including copyright, or that has not been authorized by us.

Whiled has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). It is Whiled’s policy to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers or Users; and (b) remove and discontinue service to repeat offenders. Written Notification. If you believe that your content has been copied in a way that constitutes copyright infringement, please notify us at hello@whiled.co. Whiled will respond to notices of alleged infringement regarding third party material sent pursuant to and in accordance with the DMCA, which may include Whiled removing or disabling access to Third Party material claimed to be the subject of infringement or other activity. All notices sent to Whiled regarding matters other than informing Whiled that a party’s copyrighted material may have been infringed as a result of third party materials will not receive a response through this process.

INDEMNITY

You agree to indemnify and hold harmless Whiled, its and affiliates, and their directors, officers, managers, employees, shareholders, agents, and licensors, from and against all claims, demands, disputes, losses, expenses, damages, and costs, including reasonable attorneys’ fees, arising out of or in relation to your breach of these Terms or your misuse of the Site, the Services, or Whiled Content. Whiled reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.

INDEMNIFICATION

RELEASE

GOVERNING LAW

LIMITATION OF LIABILITY IN CERTAIN STATES CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE LIMITATIONS ON WARRANTIES MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. BINDING ARBITRATION

Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, in the County of New York, in the State of New York, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) to waive the right to trial by jury in any such action or proceeding that takes place relating to or arising out of this Agreement, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by binding arbitration governed by the Federal Arbitration Act and in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services (“JAMS”) then in force. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH DISPUTE IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. The arbitration hearings and all meetings pursuant to this section shall be held in New York County, in the State of New York. If the parties cannot agree upon a single arbitrator within twenty (20) calendar days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in New York, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of the Internet industry) qualified by JAMS in New York. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in New York with knowledge of Internet commerce in New York State shall be selected by JAMS to resolve the dispute. The arbitrator(s) shall conduct a hearing within sixty (60) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within ten (10) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys’ fees or arbitrators’ fees under this section.

CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT Any controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party, unless agreed to by Whiled at ITS sole discretion.

PRIVACY, INFORMATION COLLECTION AND USAGE

Please refer to our Privacy Policy for details.

ENFORCEMENT OF TERMS AND POLICIES

We may share your information to enforce or apply our Privacy Policy, Terms of Service or our other policies or agreements.

An internet “cookie” is a small file which is placed on the user’s hard drive when you visit our site, and helps us learn which areas of our site are useful and which should be removed or needs some work. We also use cookies and the information we collect to show you relevant content and advertising. You can choose whether to accept cookies by changing the settings on your browser. However, if you choose to disable this function, your experience at our site may be diminished and some features may not work as they were intended.

THIRD PARTY COOKIES

In the course of serving advertisements to this site, our third-party advertiser may place or recognize a unique cookie on your browser.

SECURITY

We take commercially reasonable steps to protect your information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Nevertheless, no transmission over the Internet and no data storage method can be guaranteed to be safe 100% of the time. Whiled cannot ensure or warrant the security of any information you transmit to Whiled or guarantee that your end user data stored on the Services may not be accessed, disclosed, altered, or destroyed by breach of any of our industry standard physical, technical, or managerial safeguards. In particular, e-mail sent to us may not be secure, and you should therefore take special care in deciding what information you send to us via e-mail. The Site is hosted on servers in the United States. Accordingly, if you are located outside of the United States, any information you provide to us will be transferred to the United States. By providing us with any information, you consent to its transfer and storage in the United States.

EMAIL COMMUNICATIONS

We may use your email to deliver Whiled’s newsletter, as well as for other promotional (e.g., new product offerings, special offers by us or other third parties) purposes. Email messages we send you may contain code that enables our database to track your usage of the emails we send you, such usage includes whether the email was opened and what links (if any) were clicked. If you send an email to us, or fill out our “Feedback” form, we will collect your email address and the full content of your email, including attached files, and other information you provide.

MODIFICATIONS

California Marketing Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of personal information that we share with our affiliates and/or third parties for marketing purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to: hi@whiled.co.

DO NOT TRACK

We currently do not participate in any “Do Not Track” frameworks that would allow us to respond to signals or other mechanisms from you regarding the collection of your information. We may engage third parties, such as marketing or analytics partners, who may collect information about your online activities over time and across different websites when you use our website.

SERVICES NOT DIRECTED AT CHILDREN

The Website services are not directed to children under 13. We do not knowingly collect or solicit personally identifiable information from anyone under the age of 13. If you are under 13, please do not attempt to register for the Site services or send any information about yourself to us. If a parent or guardian becomes aware of his or her child has provided us with personal information without their consent, please contact us at: hi@whiled.co. Whiled may make changes to this policy in the future. We will reflect those changes in this statement, so please check back periodically.

If you have questions about this policy, or about the site, please contact us at: help@whiled.co.

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Terms