Terms of
Service

1. Introduction

Wayfyndr is a cloud-based mapping, wayfinding, and brand engagement platform that elevates and transforms the way users (spectators/fans/guests/attendees) experience and navigate live events, hotels/ resorts, airports, festivals, conventions, hospitals, and more.

These Terms of Service (“ToS”) govern your use of Wayfydnr’s services including any related website, web application, or mobile applications owned or operated by Wayfyndr, LLC, on which these ToS are posted (the “Sites”). Wayfydnr, LLC (“Wayfydnr,” “us,” “we” or “our”) offers access and use of the Sites to you subject and conditioned on your acceptance of these ToS. In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these ToS; and (ii) these ToS shall bind your employer or such entity (as the case may be).

By accessing, registering for, browsing, clicking a box or otherwise using the Sites you signify your consent and acknowledge you have read, understood and agree to be bound by these ToS. Wayfyndr may, at its sole discretion, revise these ToS from time to time, with the revised terms taking effect on the date of posting. Your continued use of the Sites after the posting of such revisions constitutes your acceptance of the revised version of the ToS. You should review these ToS on a regular basis, as they are a legally binding agreement between you and Wayfyndr.

READ ALL OF THESE TERMS OF SERVICE PRIOR TO ACCESSING OR USING THE SITES. IF YOU DO NOT INTEND TO ACCEPT THESE TOS OR ENTER INTO A LEGALLY BINDING AGREEMENT WITH WAYFYNDR, YOU MAY NOT USE THE SITES OR ANY OF WAYFYNDR’S SERVICES.

2. Eligibility to Use Sites and Services

You must be at least 16 years old to use the Sites and any Wayfyndr services. Wayfyndr’s Sites and services are only intended for use by individuals over sixteen (16) years of age (“Users”). Any information you provide to Wayfyndr will be stored and managed as provided in the Privacy Policy in Section 11, and is subject to applicable United States laws and regulations as provided in Section 14.

3. Access to the Sites

Users may use the Sites if and when they are available. Features may be unavailable or the experience may not be the same for every User at all times. Wayfyndr does not guarantee availability of any aspect of the Sites or its services. We reserve the right to change, remove, delete, restrict or block access to, or stop providing all or any part of the Site at any time without notice.

You agree that we may terminate your use of the Site or Wayfyndr’s services if we reasonably believe that you have violated or acted inconsistently with the letter or spirt of the ToS, violated the rights of Wayfyndr or any third party, or for any other reason with or without notice to you, subject to the terms of any existing Service Agreement between Wayfyndr and Customer.

4. Acceptable Use Policy (AUP)

The following activities are prohibited on the Sites or in connection with any Wayfyndr service:

• Harassment, Bullying, Defamation, and Threats: You may not offer goods or services, or post or upload materials that harass, bully, defame or threaten a specific individual.
• Hateful Content: You may not use the Sites or Wayfyndr’s services to promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status or other forms of discriminatory intolerance. You may not use the Sites or Wayfyndr’s services to promote or support organizations, platforms or people that: (i) promote or condone such hate; or (ii) threaten or condone violence to further a cause.
• Illegal Activities: You may not offer goods or services, or post or upload materials, that contravene or that facilitate or promote activities that contravene the laws of the jurisdictions in which you operate or do business.
• Intellectual Property: You may not offer goods or services, or post or upload materials that infringe on the copyright or trademarks of others.
• Pornography: You may not use the Sites or Wayfyndr’s services to promote or share pornography or adult related content.
• Malicious and Deceptive Practices: You may not use the Sites or Wayfyndr’s services to transmit malware, viruses, worms, trojan horses, or other malicious code.
• Personal, Confidential, and Protected Health Information: You may not post or upload any materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent. You may not use the Sites or Wayfyndr’s services to collect, store, or process any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), any applicable health privacy regulation, or any other applicable law governing the processing, use, or disclosure of protected health information.
• Spam: You may not use the Sites or Wayfyndr’s services to transmit unsolicited commercial electronic messages.
• Terrorist Organizations: You may not offer goods or services, or post or upload materials, that imply or promote support or funding of, or membership in, a terrorist organization.

ENFORCEMENT: We may, at any time and without notice, suspend or terminate your access to the Sites or Wayfyndr’s services if you engage in activities that violate the terms set out within this AUP. Wayfyndr has the right to monitor and/or investigate your use of the Sites or Wayfyndr’s services at any time for compliance with this AUP and these ToS. Our determination of whether a violation of this AUP has occurred will be final and binding, and any action taken with respect to enforcing this AUP, including taking no action at all, will be at our sole discretion.

REPORTING VIOLATIONS: If you feel that a User of the Sites or Wayfyndr’s services has violated this AUP, please contact us at hello@wayfyndr.com.

5. User Registration on the Sites

As the Sites are developed further some portions of the Sites may permit or require you to create an account to participate or to secure additional benefits or services. You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration processes (“Registration Data”). You may not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image, or photograph. You also agree to promptly notify us at hello@wayfyndr.com of any unauthorized use of your username, password, other accounting information, or any other breach of security that you become aware of involving or relating to the Sites or Wayfyndr’s services.

We may require you to provide information that may be used to confirm your identity and help ensure the security of your account. In the event that you lose access to an account or otherwise request information about an account, we reserve the right to request from you, any verification we deem necessary before restoring access to or providing information about such account.

6. Third Party Services; Links

Users of the Sites, who are not also Customers, will not be able to purchase goods or services from Wayfyndr on the Sites. However, certain features or functionality of the Sites may allow you to purchase products or services from third parties. You agree to pay for all products and services provided through the Sites that you order or that are ordered from your account. It is your sole responsibility to review and understand all policies, content, and agreements associated with the use of the Sites or any products or services Wayfyndr may supply.

5.1. Third Party Services. The Sites enable you to engage and procure certain third party services, products, apps and tools in connection with the Sites, including, without limitation, third party applications and widgets offered via our integrations offering or which you decide to connect through our API, as part of the Sites or Wayfyndr’s services (collectively, “Third Party Services”).

5.2. Independent Relationship. You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you, we merely act as an intermediary platform between you and such Third Party Services, and we do not endorse such Third Party Services, nor shall be responsible or liable with respect to such Third Party Services. Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your personal data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of the Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Service with the Third Party Agreement, and make no representations or warranties as to such services.

5.3. Use Conditions and Limitations. Both Wayfyndr and a Third Party Service may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Site or the Third Party Service or otherwise notified to you or to any other relevant Customer account.

5.3. Use Conditions and Limitations. Both Wayfyndr and a Third Party Service may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Site or the Third Party Service or otherwise notified to you or to any other relevant Customer account.

5.4. Discontinuation of a Third Party Service. Each of Wayfyndr and the Third Party Service reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third Party Service along with our Sites.

5.5. Links. The Sites and/or any Third Party Services may contain links to third party websites that are not owned or controlled by us (the “Links”). You acknowledge that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third-party website; and (ii) expressly release us from any and all liability arising from your, and in case of a Customer, all Users’, use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

5.6. Limitations of Liability at to Third Party Services. WAYFYNDR BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICE’S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS.

7. Disclaimer of Warranties

THE SITES, AND ALL WAYFYNDR SERVICES ASSOCIATED WITH THE SITES, ARE PROVIDED: (1) WITH ALL FAULTS AS-IS AND AS-AVAILABLE; AND (2) WITHOUT ANY ASSURANCE, OR WARRANTY, CONDITION OR DUTY OF OR REGARDING: FUNCTIONALITY; PRIVACY; SECURITY; ACCURACY; AVAILABILITY; REPAIRS; LACK OF: NEGLIGENCE, INTERRUPTION, VIRUSES OR OF OTHER HARMFUL CODE OR TRANSMISSIONS; OR THE NATURE OR CONSEQUENCES OF AVAILABLE CONTENT SUCH AS (WITHOUT LIMITATION) WHETHER SOFTWARE OR OTHER CONTENT IS SUBJECT TO ANY PARTICULAR LICENSE, OR WHETHER IT IS SUBJECT TO ANY RESTRICTIONS OR CONSEQUENCES THAT MIGHT BE TRIGGERED BY ANY EXERCISE OF A RIGHT GRANTED UNDER THESE TOS. WAYFYNDR, OUR AFFILIATES, LICENSORS, SUPPLIERS, AND ADVERTISERS MAKE NO WARRANTY AND HEREBY DISCLAIM, WHETHER IMPLIED OR STATUTORY, ANY WARRANTY, INCLUDING ANY WARRANTY OF TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK, ON CONNECTION WITH YOUR USE OF THE SITES AND WAYFYNDR’S SERVICE, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU AGREE THAT YOU WILL OBTAIN (INCLUDING , WITHOUT LIMITATION, THROUGH DOWNLOAD) ANY CONTENT ENTIRELY AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING INFRINGEMENT, BREACH OF CONTRACT, CONSEQUENCE OR DAMAGE, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, DAMAGE TO YOUR COMPUTER SYSTEM OR PHYSICAL PROPERTY, OR LOSS OF DATA.

TO AVOID ANY DOUBT, YOU AGREE THAT YOU MAY NOT RELY, AND WAYFYNDR WILL NOT BE LIABLE FOR YOUR RELIANCE, ON ANY INFORMATION OR OPINIONS EXPRESSED ON THE SITES. ANY OPINION OR INFORMATION PRESENTED ON THE SITES IS FOR YOUR CONVENIENCE ONLY AND WILL NOT CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

8. Additional Use Restrictions

Except as expressly permitted in these ToS or applicable Wayfyndr Service Agreement, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Sites to any third party, including, but not limited to your affiliates, or use the Sites or Wayfyndr’s services in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Sites or Wayfyndr’s services ; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Sites or Wayfyndr’s services , or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Sites or Wayfyndr’s services , or any part thereof; (v) take any action that imposes or may impose (at Wayfyndr’s sole discretion) an unreasonable or disproportionately large load on the Wayfyndr infrastructure or infrastructure which supports the Sites or Wayfyndr’s services ; (vi) interfere or attempt to interfere with the integrity or proper working of the Sites or Wayfyndr’s services , or any related activities; (vii) remove, deface, obscure, or alter Wayfyndr’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Sites or Wayfyndr’s services , or use or display logos of the Sites or Wayfyndr’s services without Wayfyndr’s prior written approval; (viii) use the Sites or Wayfyndr’s services for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Authorized Users) to do any of the foregoing.

9. Wayfyndr's Proprietary Rights

The Sites and any Wayfyndr services , inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer’s Materials), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “Wayfyndr IP”), are the property of Wayfyndr, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Wayfyndr, Wayfyndr retains all right, title and interest, including all intellectual property rights, in and to the Wayfyndr IP.

10. User Content

“User Content” is any information, graphic, text, image, software, sound file, video, communication, data, metadata, photograph, compilation, work in any form or medium, technology (whether now known or later developed) and other materials that are uploaded, submitted, posted, transmitted, modified, linked, shared, stored or otherwise made available to or on the Sites by you or other users of the Sites that is not otherwise covered by our Customer Content Policy, below. To the extent there is a conflict between this User Content policy and the terms of a Customer’s Service Agreement, the Service Agreement shall control as to Customer’s Materials, as those terms are defined . You are responsible for all User Content that you upload, submit, post, transmit, modify, link, share, store or otherwise make available to the Sites. You represent and warrant that you own or otherwise control any and all rights in and to the User Content that you upload, submit, post, transmit, modify, link, share, store or otherwise make available and that public posting and use of that User Content by us will not infringe or violate the rights of any third party in any manner.

You acknowledge and agree that we may publish, transmit, perform, display, store, distribute, reproduce, modify, rearrange, create derivative works from, and otherwise use all or any portion of User Content for the purpose of administering the Sites and carrying on the business of Wayfyndr, with or without attribution to you, with or without notice to you, and with or without the requirement of any permission from or payment to your or any other person or entity (the “User Content License”). You further acknowledge and agree that third parties who provide services to Wayfyndr may have access to your User Content and use it solely in connection with services for Wayfyndr, subject to any service agreement they may have with Wayfyndr.

By creating User Content, you represent and warrant that the User Content conform to the AUP guidelines set forth in these ToS and that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize us to exploit, such User Content in all manners contemplated by these ToS (including the User Content License). You further acknowledge that aspects of the Sites and Wayfyndr’s services may be public and accessible by anyone who visits or uses the Sites. In addition to the rights granted to us and our service providers, your use of the Sites may allow other users to have access to your User Content which they might copy, modify, distribute, or rely upon even without your express permission to engage in that conduct. You agree to evaluate, and bear all risks associated with, the use of any User Content, including reliance on the accuracy, completeness or usefulness of User Content and any risk that others may be able to identify you based on your User Content.

11. Right to Modify or Discontinue Sites, Services and Remove User Content

10.1. Modification or Discontinuation of the Service. Occasionally we may make changes to these ToS for valid reasons, such as adding new functions or features to the Sites, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. We may add, modify or discontinue any feature, functionality or any other tool, within the Sites, at our own discretion and without further notice. When we make material changes to these ToS, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Sites or by sending User or Customer an email. Your continued use of the Sites and Wayfyndr’s services after the changes have been implemented will constitute your acceptance of the changes.

10.2 Blocking Users and Removing Content. Wayfyndr generally does not monitor, approve or have any control over any User Content. Nevertheless, Wayfyndr or its designees, at Wayfyndr’s discretion, without any obligation and without notice at any time, may screen, filter, restrict, block, move, refuse, disable access to, remove, or modify User Content that does not meet the conduct guidelines described in these ToS or is otherwise objectionable. Wayfyndr may also block your access to the Sites in the event that (a) you breach these ToS; (b) we are unable to verify or authenticate information you provide to Wayfyndr; (c) we believe that your actions may cause financial loss or legal liability for you, Wayfyndr users or us; or (d) we believe that blocking access is a reasonable business practice under the circumstances. We do not guarantee that any content or information you share or access will not be removed, damaged, corrupted, lost, or unavailable. We recommend that you back up any User Content that you store or access using the Sites.

10.3 Feedback. As a User of the Sites, you may provide suggestions, comments, feature requests or other feedback to any of Wayfyndr’s IP, Wayfyndr service, and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of Wayfyndr’s IP, and as such, it is the sole property of Wayfyndr without restrictions or limitations on use of any kind. Wayfyndr may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Wayfyndr any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.

12. Privacy and Security

11.1. Security. By using the Sites you acknowledge and represent that Wayfyndr implements reasonable security measures and procedures to assist in protecting your data. For more information, contact hello@wayfyndr.com.

11.2. Privacy Policy. As a part of accessing or using the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.

11.3. Anonymous Information. Notwithstanding any other provision of these ToS, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Sites or Wayfyndr’s services, and disclose it for the purpose of providing, improving and publicizing our products and services, including the Sites, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information. Wayfyndr owns all Anonymous Information collected or obtained by the Sites or use of Wayfyndr’s services.

13. Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE TOS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

12.1. IN NO EVENT SHALL WAYFYNDR AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TOS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF WAYFYNDR, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TOS (INCLUDING THE SITES AND SERVICES), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO WAYFYNDR (IF ANY) DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

14. Indemnification

User will indemnify and hold Wayfyndr and (as applicable) its subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against any user or third party claims, demands, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) (“Claims”) due to, arising out of or related to: (i) User’s use or misuse of the Sites or Wayfyndr’s services except to the extent such Claims arise solely from a third party claim that Wayfyndr IP infringes third party rights or violates applicable law; (ii) disputes arising from transactions made via the Third Party Services; (iii) any breach of User’s representations and warranties; (iv) User’s breach of these ToS and any other terms incorporated herein by reference; or (v) User’s violation of any applicable law or Third Party Rights

15. Specific Laws; Reasonable Allocation of Risks

13.1. Specific Laws. Except as expressly stated in these ToS, we make no representations or warranties that your use of the Sites is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable laws, as applicable to your use of the Sites.

13.2. Reasonable Allocation of Risks. You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these ToS are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these ToS.

16. General Provisions

These ToS and your use of the Sites and any Wayfyndr services are governed by the internal substantive laws of the State of Oregon, without regard to conflict of law principles. You expressly agree that exclusive jurisdiction for any dispute with Wayfyndr or in any way relating to your use of the Sites or any Wayfyndr service (“Legal Action”) resides in the courts of Multnomah County in the State of Oregon. You further agree and expressly consent to the exercise of personal jurisdiction in the courts of Multnomah County in the State of Oregon in connection with any such dispute. Any Legal Action that is subject to the jurisdiction of federal courts shall be instituted in a federal court in the District of Oregon, located in Portland, Oregon.

Any dispute or claim related to this Agreement shall first be mediated between the parties in good faith by a mediator mutually agreeable to both parties to be conducted in Multnomah County, Oregon. If the parties are not able to resolve their dispute or claims through mediation, then either party may refer the unsuccessfully mediated dispute or claim to arbitration. The arbitrator shall be: (a) agreed on by the parties; (b) if the parties are unable to agree, then the arbitrator will be provided by the Arbitration Service of Portland, and (c) in the event an arbitrator under subpart (b) is unavailable, the Arbitrator will be selected by the presiding judge of the Multnomah County Circuit Court.

If a court of competent jurisdiction holds any term, covenant or restriction of these ToS to be illegal, invalid or unenforceable, the remaining terms, covenants and restrictions will remain in full force and effect and the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law.

The headings titles in these ToS are provided solely for convenience and have no legal or contractual significance.

No waiver of any provision of these ToS will be effective unless it is in a signed writing, and no waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion. YOU AGREE THAT ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TOS, THE SITES, OR WAYFYNDR’S SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE DISPUTE, CLAIM OR CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH DISPUTE, CLAIM OR CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

Wayfyndr will not be liable in any amount for failure to perform any obligation under these ToS if such failure is caused by the occurrence of any unforeseen contingency beyond its reasonable control, including, without limitation, Internet outages, communications outages, fire, flood, disease, or war. Wayfyndr retains the right to assign its rights, privileges, responsibilities, and obligations, as identified in these ToS or in other documents, to a third party, in whole or in part, for administration, technical support, marketing, or any other purpose at any time without providing notice to you or other users through the ToS or by any other means.

17. Specific Information and Additional Terms for Wayfyndr Customers/ Administrators

The following terms apply specifically to the use of the Sites by Wayfyndr’s Customers, as that term is defined by Wayfyndr’s Service Agreement; Wayfyndr’s Customers are entities that host events and gatherings using Wayfyndr’s services to help their patrons navigate the event and gathering by use of the Sites. The following terms apply to the Customer’s use of the Sites to administer their Wayfyndr account through the Sites as provided in the Wayfyndr Service Agreement.

15.1. Customer Indemnification. Customer will indemnify and hold Wayfyndr and (as applicable) its subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against any user or third party claims, demands, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) (“Claims”) due to, arising out of or related to: (i) User’s use or misuse of the Sites or Wayfyndr’s services except to the extent such Claims arise solely from a third party claim that Wayfyndr IP infringes third party rights or violates applicable law; (iii) disputes arising from transactions made via the Third Party Services; (iv) any breach of User’s representations and warranties; (v) User’s breach these ToS and any other terms incorporated herein by reference; or (vi) User’s violation of any applicable law or Third Party Rights.

15.2. Limitation of Liability as to Customer.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAYFYNDR BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WAYFYNDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WAYFYNDR’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE PLATFORM FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED BY WAYFYNDR FOR THE SERVICES AND THAT IF WAYFYNDR WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, THE FEES WOULD OF NECESSITY BE SUBSTANTIALLY INCREASED.