Welcome to the WhataSoftware.com website. These terms, conditions, and notices (“Terms”) govern your access and use of the WhataSoftware.com website, including access and use through any other website or mobile applications, (“Site”).
By accessing or using this Site in any manner, you agree to be bound by these Terms. Please read these Terms carefully. If you do not accept all of these Terms, you may not use this Site.
Be sure to return to this page periodically to review the most current version of these Terms. We may modify these Terms or any additional terms that apply to the Site to, for example, reflect changes to the law or changes to the Site. You should look at these Terms regularly. We’ll post notice of modifications to these Terms on this page. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions or features of the Site or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms, you should discontinue your use of the Site.
The terms “we”, “us”, “our”, “WAS” and “WhataSoftware” refer to Telania, LLC., a Kentucky corporation located at 173 Sears Avenue, Suite 282, Louisville, KY 40207, United States. The term “you” refers to the person visiting this Site and/or contributing content on this Site. If you are accessing or using this Site on behalf of a business, that business accepts these Terms, and the term “you” also refers to that business.
USE OF THE WEBSITE
This Site is provided partly to assist visitors to the Site in gathering technology and technology vendor information, posting opinions of vendor-or technology-related issues, engaging in interactive technology forums, and for vendors to participate in the program. As a condition of your use of this Site, you warrant that (i) all information supplied by you on this Site is true, accurate, current, and complete, (ii) if you have a WHATASOFTWARE.COM account, you will safeguard your account information and will supervise and be completely responsible for any use of your account by anyone other than you, and (iii) you are 18 years of age or older in order to register for an account and contribute to this Site. WHATASOFTWARE.COM does not knowingly collect the information of anyone under the age of 18. We retain the right at our sole discretion to deny access to anyone to this Site and the services we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.
Please be advised that all reviews, including any endorsements, of third-party products, services, or vendors contained on this Site are the opinions of the reviewers of those products, services, or vendors and not those of WHATASOFTWARE.COM. From time to time, WHATASOFTWARE.COM may provide incentives (such as gift cards) to encourage visitors to this Site to submit reviews. Any such incentives, however, are not dependent on whether the review is positive or negative.
The content and information on this Site (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code, or other material), as well as the infrastructure used to provide such content and information, is proprietary to us, except as expressly provided in these Terms. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any such content or information obtained from or through this Site.
Additionally, you agree not to:
REVIEWS, COMMENTS, AND USE OF OTHER INTERACTIVE AREAS
We appreciate hearing from you. Please be aware that by submitting content to this Site by electronic mail, postings on this Site, or otherwise, including any product reviews, questions, comments, suggestions, ideas, or the like contained in any submissions (collectively, “Submissions”), you grant WHATASOFTWARE.COM and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sub-licensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that WHATASOFTWARE.COM will only provide direct attribution of your reviews or comments with your permission or in order to cooperate with legitimate governmental requests, subpoenas, or court orders. You acknowledge and agree that no Submissions will include confidential or proprietary information of a third party or information that you otherwise are not allowed to disclose to the public.
The Site may contain discussion forums, bulletin boards, review services, or other forums in which you or third parties may post reviews of experiences using technologies or other content, messages, materials, or other items on the Site (“Interactive Areas”). If WHATASOFTWARE.COM provides you access to such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create, or otherwise publish through the Site any of the following:
Any message, data, information, text, music, sound, photos, graphics, code, or any other material (“Content”) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable; Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law; Content that may infringe or misappropriate any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including WHATASOFTWARE.COM; Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations; Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers; Viruses, corrupted data, or other harmful, disruptive, or destructive files; Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or Content or links to content that, in the sole judgment of WHATASOFTWARE.COM, (a) violates the previous subsections herein, (b) is objectionable, (c) restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or (d) may expose WHATASOFTWARE.COM or its affiliates or its users to any harm or liability of any type.
WHATASOFTWARE.COM takes no responsibility and assumes no liability for any Content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is WHATASOFTWARE.COM liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As a provider of interactive services, WHATASOFTWARE.COM is not liable for any statements, representations, or Content provided by its users in any public forum, personal home page, or other Interactive Area. Although WHATASOFTWARE.COM has no obligation to screen, edit, or monitor any of the Content posted to or distributed through any Interactive Area, WHATASOFTWARE.COM reserves the right, and has absolute discretion, to remove, screen, or edit, without notice, any Content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion, and exploitation of the Content by WHATASOFTWARE.COM or its licensees, successors, and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) you forever release WHATASOFTWARE.COM, and its licensees, successors, and assigns, from any claims that you could otherwise assert against WHATASOFTWARE.COM by virtue of any such moral rights.
PPC PROGRAM PARTICIPATION
Vendor is solely responsible for all content related to Telania listings and landing pages. Telania is not responsible for anything related to Vendor's website and shall not be obligated to provide notice to vendor in the event that vendor's website is not being displayed properly to end users.
Vendor shall protect any vendor passwords and takes full responsibility for Vendor's own, and third party, use of any vendor accounts. Vendor understands and agrees that listings may be placed on any content or property provided by Telania, and any other content or property provided by a third party upon which Telania places ads. Vendor authorizes and consents to all such placements. Telania may modify any of its Programs at any time without liability. Telania also may modify these Terms at any time without liability, and Vendor's use of the Program after notice that these Terms have changed constitutes Vendor's acceptance of the new Terms. Telania or Partners may reject or remove any listings or piece of content for any or no reason.
Vendor reserves the right to cancel the Agreement at any time without penalty. Notice of cancellation must be made by email, include a reason for cancellation and must be confirmed by Telania by email. Cancellation will occur within two business days of receipt of cancellation email. All outstanding fees are due immediately upon cancellation. If any outstanding fees are left unpaid, Vendor agrees to pay the collections fees incurred through Telania's attempts to collect on the account.
Vendor shall be responsible for all charges up to the amount of each IO, or as set in an online account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Vendor shall pay all charges in accordance with the payment terms in the applicable IO or Program FAQ. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Vendor is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Telania incurs collecting late amounts. To the fullest extent permitted by law, Vendor waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 90 days after the charge (this does not affect Vendor's credit card issuer rights). Charges are solely based on Telania's measurements for the applicable Program, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Telania. Nothing in these Terms or an IO may obligate Telania to extend credit to any party. Vendor acknowledges and agrees that any credit card and related billing and payment information that Vendor provides to Telania may be shared by Telania with companies who work on Telania's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Telania and servicing Vendor's account. Telania may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Telania shall not be liable for any use or disclosure of such information by such third parties.
REFUNDS AND CREDITS
Pay Per Click Program: Claims of invalid clicks are considered on a case-by-case basis. All disputes must be made within 90 days of the invoice date.
Pay Per Lead Program: Disputes regarding purchased leads will be considered on a case-by-case basis. Vendor may dispute a lead up to 30 days from the date it was purchased.
Vendor shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Telania related information from any Program website or property except as expressly permitted by Telania; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice. Violation of the foregoing may result in immediate termination of this Agreement or Vendor's account without notice and may subject Vendor to legal penalties and consequences.
Vendor agrees not to disclose Telania Confidential Information without Telania's prior written consent. "Telania Confidential Information" includes without limitation: (a) all Telania specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates, per-lead rates or other statistics relating to Site performance in the Program provided to Vendor by Telania; and (c) any other information designated in writing by Telania as "Confidential" or an equivalent designation.
Vendor agrees that Telania may use Vendor's name and logo in presentations, marketing materials, Vendor lists, financial reports and Web site listings of Vendors. If Vendor wishes to use Telania's trade names, trademarks, service marks, logos, domain names and other distinctive brand features ("Brand Features"), Vendor may do so, so long as such use is in compliance with this Agreement.
REPRESENTATIONS AND WARRANTIES
Vendor represents and warranties that (a) all of the information provided by Vendor to Telania to enroll in the Program is correct and current; and (b) Vendor is the owner of each Site or that Vendor is legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; and (c) Vendor has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Vendor hereunder. Vendor further represents and warranties that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.
To the fullest extent permitted by law, TELANIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, Telania disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions, Creative, or Targets on any Partner Property, Telania Property, or section thereof; (iv) clicks; (v) conversions or other results for any ads or Targets; (vi) the adjacency or placement of ads within a Program. Vendor understands that third parties may generate clicks on Vendor's ads for prohibited or improper purposes, and Vendor accepts the risk of any such impressions and clicks. Vendor's exclusive remedy, and Telania's exclusive liability, for suspected invalid clicks is for Vendor to make a claim for a refund in the form of advertising credits for Telania Properties within the time period required under Section 5 below. Any refunds for suspected invalid clicks are within Telania's sole discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND VENDOR'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO VENDOR'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO TELANIA BY VENDOR FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
Vendor agrees to indemnify, defend and hold Telania, its agents, affiliates, subsidiaries, directors, officers, employees and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Vendor's use of the Program, the Site(s), and/or Vendor's breach of any term of this Agreement.
THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY KENTUCKY LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TELANIA PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF JEFFERSON COUNTY, KENTUCKY, USA, AND TELANIA AND VENDOR CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Vendor may grant approvals, permissions, extensions and consents by email, but any modifications by Vendor to the Agreement must be made in a writing executed by both parties.