Please read these Terms carefully because they are a legally binding agreement between you and (“firmly” or “we” or “us” or “our”) and they govern your use of the firmly website available at https://www.firmly.ai/and the firmly.live proprietary, cross-web, intelligent checkout solution (collectively, the“Platform”). When you register to use the Platform, or you access the Platform through Facebook or other online channels, you are agreeing to be bound by these Terms. These Terms will also be displayed during checkout with participating merchants (“Merchants”) as a reminder. If you do not agree to be bound by these Terms, you are not permitted to use the Platform. In addition, you represent that you are at least 18 years old and capable of entering into a legally binding agreement. firmly is not liable for the use of the Platform by, or for any content or advertisements viewed by, minor children in violation of these Terms.
firmly works with Merchants to offer customers a convenient way to purchase goods and services by simplifying the checkout process. If you checkout using firmly with any of the participating Merchants, you will be automatically enabled for faster checkout for all other participating Merchants. All your information needed to checkout will automatically be populated for you the next time you place an order and you will be able to see all your past orders across the Merchants in one place.
You agree to comply with all applicable laws, including with respect to all information you may receive from firmly.
All text, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials available through thePlatform (the “Content”) are provided for informational and transactional purposes only. In displaying any Content, firmly relies on third-party sources that firmly has not vetted. Your reliance on the Platform or the Content is at your own risk. firmly does not endorse or warranty any product, service, opinion, or other information that may be referenced on or obtained through thePlatform.
Unless otherwise specified in writing, all Content and other materials that are part of the Platform are copyrighted under U.S. copyright law and/or similar laws of other jurisdictions. The name “firmly” and the firmly logos are trademarks of firmly and may not be used without the express written permission of firmly. You agree not to copy, redistribute, publish or otherwise exploit Content, except as expressly permitted herein, without the express prior written permission of firmly or the relevant Merchant, as applicable. You agree to include, and to not remove or alter, firmly’s trademark, copyright or other proprietary rights notices, as provided by firmly on or in connection with the Platform. You hereby grant to firmly a limited, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers), and transferable right and license to use all comments, feedback, suggestions, ideas, emails, and other submissions disclosed or submitted to firmly in connection with your use of the Platform (collectively,“Submissions”) in any manner firmly may desire, in any and all forms and media now known or hereafter devised, without compensation to you and without identifying you as the creator. You hereby waive and release any claims you may have against firmly for any damages, costs or liabilities you incur from firmly’s use of any information or content you provide to firmly, or to which you provide firmly access, in the transaction process (including without limitation your name), or through any e-mail or other feature of the Platform.
Whenever you submit a payment using the Platform, firmly will transmit information regarding your payment method (“Payment Method”) to the Merchant or its designated payment processor. The Merchant will then charge your Payment Method and get started on fulfilling your order. firmly will also share other information, such as a phone number, billing, delivery, or email address, as well as any other additional information needed to complete the transaction. The Merchant may also transmit certain transaction details back to firmly so that we may display them to you for convenience.You agree that, except as described in these Terms, firmly has no involvement in the transactions between you and the Merchant and that all transactions facilitated through the Platform are solely between you and the Merchant. firmly is not a party to purchase and sale transactions between you and the Merchant and is not responsible for any issues regarding your Payment Method or the transaction between you and the Merchant, including authentication, authorization, processing, chargebacks, purchases, exchanges, returns, refunds, rewards, awards, or other activities. If you have any issues with your transaction, you should contact the Merchant or the issuer of your Payment Method directly.
Your use of your Payment Methods through the Platform will at all times be subject to the terms of any cardholder agreement(s) you may have agreed to.You agree to use the Platform only in accordance with applicable law and not for any illegal or fraudulent purposes, or purposes that conflict with these Terms. Only the cardholder authorized to use the card pursuant to the cardholder agreement between you and the issuer may use thePlatform. UNDER NO CIRCUMSTANCES MAY MINORS UNDER THE AGE OF 18 USE THE PLATFORM. At this time, we will be supporting only credit and debit cards as payment instruments. In the future, other payment methods may be supported
firmly reserves the right to suspend or terminate your access to thePlatform (a) if you breach these Terms; (b) to comply with a legal requirementor order from a court or regulatory agency; (c) if your use of the Platformcauses harm to us or a third party.
firmly makes no representations or warranties that the Platformwill always be available or error-free. We may at any time, and with noliability to you or any other party, terminate, change, modify, suspend, makeimprovements to or discontinue any or all aspects of the Platform at any timewith or without notice. firmly is not responsible for technical malfunctions orother problems of telephone networks or services, computer systems, mobilephone equipment, software, or email, including technical problems or trafficcongestion on the internet or at any site or combination thereof, includinginjury or damage to a user’s or to any other person’s computer, mobile phone,or other hardware or software, related to or resulting from using ordownloading materials in connection with the web and/or in connection with the Platform.THE PLATFORM IS PROVIDED “AS IS,” “WHERE-IS” AND “ASAVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND. WE MAKE NO REPRESENTATIONS ORWARRANTIES OR GUARANTEES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED,REGARDING THE PLATFORM AND SPECIFICALLY DISCLAIM ALL SUCH WARRANTIES INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WITH ANY LEGALLY REQUIREDWARRANTY PERIOD (LIMITED TO THE SHORTER OF 30 DAYS FROM FIRST USE OR THEMINIMUM PERIOD REQUIRED). WE MAKE NO GUARANTEES OR PROMISES THAT THE PLATFORM:(I) WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE MANNER;(II) WILL ALWAYS BE AVAILABLE OR FREE FROM ALL HARMFUL COMPONENTS OR ERRORS;AND (III) WILL BE SECURE AGAINST OR IMMUNE FROM ANY UNAUTHORIZED ACCESS.IN NO EVENT SHALL FIRMLY BE LIABLE TO YOU FOR ANY DIRECT,INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSTPROFITS, PERSONAL INJURY/WRONGFUL DEATH, LOST DATA, BUSINESS INTERRUPTION, OR THEUSE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OFTHE USE OF, OR INABILITY TO USE, THE PLATFORM (“EXCLUDED DAMAGES”), EVEN IF WEHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILLAPPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION,BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCT LIABILITY,INFRINGEMENT, OR ANY OTHER THEORIES. THIS MEANS THAT YOU HEREBY WAIVE ANY ANDALL RIGHTS TO ANY EXCLUDED DAMAGES. THIS LIMITATION AND WAIVER ALSO APPLIES TOANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT FIRMLY WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH A CLAIM. NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FIRMLY’S CUMULATIVE LIABILITY TO YOU ARISING FROM ANY CAUSE OF ACTION WILL AT ALL TIMES BE LIMITED TO THE LESSER OF(A) YOUR ACTUAL LOSS; OR (B) $100 (ONE HUNDRED DOLLARS).THE FOREGOING DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.You agree that the provisions in this Section 9 will survive termination of thePlatform and these Terms.
You forever release and discharge firmly from, and covenant not to sue firmly for, any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of firmly or otherwise, in connection with your use of the Platform or your interaction with any party through or as a result of the Platform. In other words, you cannot sue firmly if anything happens to you or your property from using the Platform or interacting with any party through the Platform. You agree that the provisions in this paragraph will survive termination of the Platform and these Terms.
You agree to defend, indemnify and hold harmless firmly from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of your use of the Platform or your breach or alleged breach of any term, condition, obligation, representation or warranty in these Terms. You agree that the provisions in this paragraph will survive termination of the Platform and these Terms.
These Terms will remain in effect as long as you use the Platform (and for any applicable survival period). The privileges granted to you under theseTerms will terminate immediately and automatically without notice from firmly if, in firmly’s sole discretion, you fail to comply with any term or provision of these Terms or for any reason in firmly’s sole discretion. Section 5, including firmly’s right to Submissions, as well as other provisions that so provide, shall survive the termination of these Terms and the Platform.
firmly operates and controls the Platform from its offices in the United States. firmly makes no representation that the Platform is appropriate, lawful or available in other locations. The information provided on the Platform 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 firmly to any registration or compliance requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations are solely responsible for compliance with any applicable local laws.Neither the course of conduct between the parties nor trade practice will act to modify these Terms. firmly may assign these Terms to any party at any time without any notice to you. You may not assign these Terms without firmly’s prior written consent. These Terms contains the entire understanding of you and firmly, supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by you. Upon firmly’s request, you will furnish firmly with any documentation, substantiation or releases necessary to verify your compliance with these Terms.
(a) These Terms will be governed by the laws of the state of Washington, without regard to any conflict of law principles. Any dispute between you and firmly will be resolved in the state or federal courts located in the state of Washington. You agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Seattle, Washington, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenient with respect to, venue and jurisdiction in the state and federal courts located in Seattle, Washington.
(b) To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and firmly agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below)informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Firmly Inc., 704 228th AVE NE #146, Sammamish WA 98074.
(c) If you and firmly are unable to resolve a Dispute through informal negotiations within 30 days, either you or firmly may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures(the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com.The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
(d) Notwithstanding the above, you and firmly agree that arbitration will be limited to the Dispute between firmly and you individually. To the full extent permitted by law, (a)no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for anyDispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
(e) You and firmly agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) anyDisputes seeking to enforce or protect, or concerning the validity of, any of your or firmly’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
We may include links to third-party sites or services, or information about third-party products or services, which are typically subject to service terms and policies that differ from ours. Therefore, you should review the terms of use and privacy policies of all sites and services linked to from or referred to by our Platform. We do not endorse or take responsibility for these third-party offerings, nor do we vet or take responsibility for third-party sites, services or products.
You agree not to:
(a) interfere or attempt to interfere with the operation or use of the Platform in any way through any means or device including, but not limited to, spamming, hacking, and uploading computer viruses or time bombs, or any other means;
(b) reverse-engineer, copy, decompile, disassemble, derive the source code of, modify, adapt, capture, reproduce, publicly display, publicly perform, transfer, sell, license, create derivative works from or based upon, republish, upload, edit, post, transmit, distribute, exploit, circumvent or interfere with any security feature of the Platform, or otherwise translate (or encourage or assist any other person to do any of the foregoing) the Platform in whole or in part;
(c) cover or obscure any notice, legend, warning, banner or advertisement contained on the Platform;
(d) deliberately mislead anyone as to your identity, impersonate another, or allow another person or entity to use your identity in order to access the Platform;
(e) engage in conduct that conflicts with the spirit or intent of the Platform, including without limitation, restricting any other user from using or enjoying thePlatform, or exposing firmly or another to any liability or detriment of any kind;
(f) use any automated activity with the purpose of obtaining Content, information or data from the Platform, unless you receive the express written permission of firmly; or violate the terms of service of Facebook, Twitter or other channel by which you access the Platform.
The failure of firmly to require or enforce strict performance by you of any provision of these Terms or to exercise any right under any provision of these Terms will not be construed as a waiver or relinquishment of firmly’s right to assert or rely upon any such provision or right in that or any other instance.
If any provision (or part of any provision) of these Terms is found to be illegal, invalid, or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining terms.
Pursuant to 47 U.S.C. § 230(d) as amended, firmly here by notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying providers of such protection is available at the following links:
http://staysafeonline.org/stay-safe-online/
https://consumer.ftc.gov/articles/parental-controls
Please note that firmly is not affiliated with the above listed sites, nor is the above intended as an endorsement of any of the products or services listed on such sites
If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Platform, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply: It is firmly’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Platform contain copyright infringements, please send a notice to our designated agent at the address stated below. Your notice should contain the following: a physical or electronic signature of a person(i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant 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 notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. firmly will also terminate a user's access if a user is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent to whom you should direct your infringement claim (or other complaints), is
Attention: Damien Balsan
Firmly, Inc.
Address: 704 228th AVE NE #146, Sammamish, WA 98074
Telephone Number: 425-200-0993
E-mail: legal@firmly.ai
We reserve the right, in our sole discretion, to substitute, change, cancel or add to any part of these Terms at any time, except forSection 14(c), which can only be amended by mutual written agreement of both you and firmly. We will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email, postal mail, website posting, pop-up screen, or in-service notice. You should visit this page whenever you use the Platform to review these Terms and learn if anything has changed. If any future changes to these Terms are unacceptable to you or cause you to no longer be in compliance with these Terms, you must immediately stop using the Platform. Your continued use of the Platform following any revision to these Terms constitutes your complete acceptance of any and all such changes.
You and firmly both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within ONE (1) YEAR after such claim or cause of action arose, or the claim will be forever barred
If you have any questions about these Terms, including your rights hereunder, or if you have any complaints or claims, please contact: Firmly Inc., 704 228th AVE NE #146, Sammamish WA 98074, legal@firmly.ai.
