Terms of Use

I. Overview

These Terms of Use (this "Agreement") are a legally binding contract between QuestRight LLC, a Washington limited liability company ("us", "we," or "QuestRight") and you, as a user of and/or subscriber to the Followerwonk services offered by us through the website located at followerwonk.com (the "Site") or applications made available by use for use of the Followerwonk or related products or services (such services, the Site, and all other services provided through the Site, collectively, the "Services"). The QuestRight Privacy Policy, available here followerwonk.com/privacy-policy, is incorporated into this Agreement by reference.

You may access the Site or Services with a free account as a user ("User") or as a purchaser of a paid subscription for the Services (such User, a "Subscriber"). While access to certain portions of the Site and selected features of the Services is free, we reserve the right to charge fees for features and benefits associated with the Site or Services at any time.

II. User Accounts

In order to use the Services, you must register for or be provided with a Followerwonk account through the Site (an "Account"), which may include registration with third-party service providers. You will be required to provide certain information as prompted by the registration form on the Site. You represent that: (a) all required registration information is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) that the individual completing the registration for an Account and purchasing a Subscription (if applicable) is authorized to register an Account and enter into this Agreement on behalf of the User.

You are responsible for maintaining the confidentiality of all Account login credentials, including that of each authorized user, and are fully responsible for all activities that occur under the Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of the Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of a User's Account or the failure to comply with the above requirements.

III. Conditions Governing Subscriptions

QuestRight offers subscriptions to software as a service products (Followerwonk) and these terms govern such subscriptions.

Payment for Subscriptions.As a Subscriber, you must agree to the payment terms presented to you at the time you sign up for Services on the Site.

You are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. You may not receive further notice of your renewal after signing up for a subscription, and you must visit your Account to find out when your subscription is set to renew. Subscriptions recur either monthly or annually in most cases, depending upon the renewal term you choose during the sign-up process.

You are responsible for ensuring that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use that credit card. We reserve the right to implement fraud-protection measures including, without limitation, temporarily charging small amounts to your credit card to determine that it is a valid credit card and you are authorized to use it. You acknowledge that if you sign up for any Services and pay via credit card, and we cannot charge your credit card at renewal, we may cancel your subscription and you may lose access to the Services and any data associated with your subscription.

While some Services may be paid for via invoice by mutual written agreement, we reserve the right to quote additional fees for invoiced accounts. If we have entered into an invoicing relationship with you, the following terms apply unless superseded by written agreement: you agree to pay all undisputed invoices within 30 days. You agree that we may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you agree to be liable for reasonable attorneys' fees and collection costs arising from our efforts to collect on past due amounts. If you fail to pay an invoice, we reserve the right to cancel your subscription, access to any Services, and any data associated with your subscription or the Services.

Cancellation of Subscriptions. For security reasons, an email or phone call to QuestRight is not sufficient to cancel your subscription, which you may cancel at any time by selecting the cancel button located within your Account. Cancellation does not entitle you to a refund under any circumstances. You will continue to have access to the Site and Services you have paid for until the end of your subscription term, but will lose access if the subscription is not in good standing.

If you choose to cancel your subscription during your subscription term, you will not be refunded, in whole or in part. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, pro-rated amount as of the date of renewal, but you are not entitled to a cash refund at any time.

Termination. This Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your subscription) and terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. In the event that the Agreement is terminated early before the end of your subscription and you have not breached this Agreement, we will provide you with a pro rata refund of any fees paid to us based upon any unused period of your subscription. However, if we terminate this Agreement due to your beach of this Agreement, you will not be entitled to a refund. You understand that any termination of your Account involves deletion of your User Content. We will not have any liability whatsoever to you for deletion of your User Content upon termination of this Agreement.

We may establish limits concerning use of the Services at its discretion, including by way of example the frequency with which you may access the Services or your ability to post User Content. We reserve the right to modify or discontinue the Services (including any part or feature thereof) at any time without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, except any refund you may be entitled to.

IV. Conditions Governing All Users of the Site and Services

The Services are available only to Users:

Subject to the terms of this Agreement, we grant you a non-transferable, non-exclusive, license to access and use the Services for your personal or internal business purposes. Your use of the Services are subject to the following restrictions: (a) User may not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services; (b) User may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) User may not access the Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services will be subject to the terms of this Agreement.

You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Followerwonk account) may be dependent upon demonstrating that you have paid for the subscription.

V. Third-Party Services

As part of the Services, we may need to access, retrieve, use, and control certain of Client's accounts with social media or other online platforms owned and operated by third-party service providers, such as Twitter ("Third-Party Services"). We are not responsible for the products and services offered by Third-Party Services. Your relationship with Third-Party Services are governed by the agreement you have with such Third-Party Services and any information you provide to such third party or that is held by the third party, is subject to such agreement.

We cannot always foresee or anticipate technical or other difficulties with Third-Party Services, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. Third-Party Services may also implement measures to prevent the Services from functioning as expected in ways that are outside of our control. You accept this risk of using the Service.

VI. User Content

Any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that a User uploads, publishes or displays on the Site or in connection with the Services, whether publicly posted or privately transmitted, or that is collected through the Services, Site, or Third-Party Services is considered "User Content."

We do not claim ownership of User Content. Subject to the rights granted to us in this Agreement, you retain full ownership of all of User Content to the extent you would otherwise have intellectual property rights or other proprietary rights associated with it.

Users assume the following obligations with User Content:

You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that you have the authorization to consent to our use of your User Content and that your User Content does not violate this Agreement.

Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates this Agreement, or any applicable laws. You agree that any use of the Services contrary to or in violation of your representations and warranties in this Agreement constitutes improper and unauthorized use of the Service.

VII. Grant of License to User Content

By using the Services, you hereby grant, and you represent and warrant that you have the right to grant, to QuestRight an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, modify, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of (a) providing you with the Services and (b) creating and using aggregated and anonymized data from your User Content, including data from Third-Party Services (e.g. social media profiles), for any purpose, including by way of example, to enable us to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

VIII. QuestRight Obligations Regarding User Content

We assume no obligations to screen and do not routinely pre-screen User Content. We do not guarantee the accuracy, integrity, appropriateness, quality, or validity of User Content. User Content does not necessarily represent our views or opinions and under no circumstances will we be liable in any way for any User Content, including without limitation liability related to any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, or otherwise transmitted via the Site. As such, you are solely responsible (at your own expense) for creating backup copies and replacing any User Content you post or store on the Site or otherwise provide to us. Notwithstanding out lack of obligation, we may remove any User Content at any time at its sole discretion, including User Content that in our sole judgment violates this Agreement or which may be offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. We assume no obligation to maintain or store your User Content. We may delete, modify, or restrict the display of User Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, or violation of this Agreement; once deleted, User Content may not be retrieved.

IX. Beta Services

From time to time, we may add new features to the Services that may be described as "beta" services or features (collectively, "Beta Features"). Beta Features will be considered part of the Services and all provisions of this Agreement relating to the Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Services. If you elect to use a Beta Feature, you do so at your own risk.

X. Trademarks; Copyrights; Proprietary Rights

QuestRight owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Site and Services ("QuestRight Content"), excluding any User Content, and QuestRight owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with QuestRight Content.

Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the QuestRight Content in whole or in part except as expressly authorized in writing by QuestRight. QuestRight does not grant any express or implied rights in QuestRight Content to Users, and all rights in and to the Site and to QuestRight's Content are retained and reserved by QuestRight.

Followerwonk® and Social Authority® are registered trademarks of QuestRight and anything on the Site that identifies or distinguishes QuestRight from other goods and services are registered or unregistered trademarks of QuestRight (the "QuestRight Trademarks"). Except as otherwise permitted by law, you may not or use in any manner the QuestRight Trademarks without QuestRight's prior written consent.

XI. Copyright Infringement

If you believe that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify us at [email protected]. Please provide enough information for us to identify the work and provide a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner. Upon receipt of notice as described above, QuestRight will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Services or termination of the posting account.

XII. User Indemnification of QuestRight

You agree to indemnify and hold QuestRight and its affiliates, officers, agents, subsidiaries, partners and employees harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) your User Content or use of the Services, (ii) your violation of this Agreement Terms Of Use, or (iii) your violation of any rights of another including but not limited to another's copyright or other intellectual property right.

XIII. Representations and Disclaimers

We provide the Services strictly on as "as-is" and "as-available" basis. We provide no express warranties, guarantees, or conditions related to the Site or Services. To the extent permitted by law, we disclaim any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement, and including those arising by usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, we do not warrant that the Site or Services will be accurate, error-free, virus-free, or uninterrupted or that it will meet any specific requirements of a User or Subscriber.

We do not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Site or Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site.

XIV. LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS

IN NO EVENT WILL QUESTRIGHT BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, LOST USER CONTENT OR DATA RECOVERY COSTS, EVEN IF QUESTRIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, QUESTRIGHT'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SITE OR SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100) OR (B) AMOUNTS YOU'VE PAID QUESTRIGHT IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

XV. International Use

As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, and without limitation, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which you reside.

XVI. Miscellaneous Clauses

Changes to Services. We may change the Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Services. QuestRight reserves the right to cancel, suspend, or block your access to the Site or Services at its sole discretion for violations of these terms, or for any other reason and without notice (subject to any contractual rights you have with specific Services), and access to any Services is dependent upon you complying with any applicable laws.

Electronic Form. By accessing the Site or Services, you consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records.

Notices. If QuestRight must send you additional information regarding the Site or Services, or in connection with this Agreement, you consent to receiving this information electronically. QuestRight may provide required information to you by email at any address you registered with the Site or Services or via the Site or Services itself. Notices provided to you via email will be deemed given and received on the transmission date. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. QuestRight is not obligated to notify you if changes are made to this Agreement, so please check the terms regularly.

Forum and Jurisdiction. This Agreement is governed by the laws of the State of Washington, U.S.A., without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Spokane, Washington, to which jurisdiction and venue you and QuestRight each irrevocably consent.

Additional Rights and Obligations. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party's failure to act with respect to a breach of this Agreement does not constitute a waiver or affect that party's rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. QuestRight may assign rights or delegate duties under this Agreement in connection with a merger, reorganization, or sale of substantially all of its assets. This Agreement will bind successors and permitted assigns.

Entire Agreement. These Terms of Use (along with the Privacy Policy, and any Subscriber agreement or other agreement incorporated by reference) constitutes the entire agreement between you and QuestRight and governs your use of the Services, superseding any prior agreements between you and QuestRight (including, but not limited to, any prior versions of the Terms of Use).

Updated January 11, 2018.