Terms of Use Agreement
The wedge.us website and its associated services and content (collectively, the “Website”) are owned and operated by Wedge Operations LLC (“Wedge,” “our,” “us,” “we”), a Delaware limited liability company with its principal place of business in Austin, Texas. Wedge has adopted this Terms of Use Agreement (“Agreement”) to inform you (the “Visitor”) of your rights and duties when using the Website. The following terms and conditions (“Terms”) apply if you use the Website. If you do not agree with the Terms, please do not use the Website.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE WEDGE WEBSITE AND ASSOCIATED SERVICES. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
WEDGE RESERVES THE RIGHT, FROM TIME TO TIME AND IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE OR THIS AGREEMENT. IF WEDGE MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE OR THIS AGREEMENT, YOUR CONTINUED USE OF THE WEBSITE AFTER SUCH MODIFICATION CONSTITUTES YOUR ASSENT TO THE MODIFICATION.
General Terms
About the Website
The Website is offered to the Visitor conditioned on your acceptance, without modification, of the Terms and this Agreement. By visiting the Website, you agree to be bound by this Agreement, which incorporates the Wedge Privacy Policy at wedge.us/privacy. The Website is intended to describe the business and products of Wedge.
Ownership of Website; License to Use
You acknowledge and agree that Wedge is the owner of, or has rights in and to, the Website and its associated content, including all intellectual property rights inherent in it. The Website is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Website for any purpose not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, in whole or in part, without the prior written consent of Wedge.
Wedge grants you a limited, non-exclusive, non-sublicensable, royalty-free, non-assignable, and revocable license to use the Website for its customary and intended purposes. Violation of the terms of this Agreement, or use of the Website outside of its customary and intended purposes (such as downloading, other than page caching, or modifying the Website or any portion of it) will result in the termination of this license. Absent prior written permission from Wedge, you are not permitted to reproduce, prepare derivative works of, distribute copies of, perform, display, or use for commercial purposes the Website or its related content. This license is revocable at any time, and any rights not expressly granted herein are reserved to Wedge.
Intellectual Property
All trademarks (common law or registered) and copyrights (common law or registered) displayed on the Website are the property of their respective owners. All Wedge marks are the property of Wedge, including, but not limited to, “Wedge” and all Wedge logos. The Website, including its look and feel, color selections, layout, and arrangement, is the trade dress of Wedge. You are prohibited from using Wedge’s trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of Wedge.
Support and Feedback
You may contact Wedge regarding the Website by sending an email to privacy@wedge.us. Wedge welcomes feedback, comments, and suggestions for improvements (“Feedback”). You can submit Feedback by emailing privacy@wedge.us. Any Feedback you submit to Wedge will be considered non-confidential and non-proprietary to you. By submitting Feedback, you grant Wedge a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
Prohibited Uses
You expressly agree that you will not use the Website to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.
Specifically, you are prohibited from posting or transmitting content that:
- Infringes upon the intellectual property rights of others;
- Threatens or encourages bodily harm or destruction of property, or that is offensive, defamatory, derogatory, pornographic, or obscene;
- Promotes hate, violence, harassment, stalking, discrimination, terrorism, or intolerance of any kind based upon race, ethnicity, religion, sexual orientation, or disability;
- Incites any illegal activity or unlawful sexual solicitation;
- Relates to weaponry, controlled substances, gambling, or debt collection;
- Raises support or defense of anyone alleged to be involved in criminal activity;
- Impersonates another or is fraudulent, inaccurate, or misleading;
- Constitutes an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
- Intends to collect personal or personally identifiable information from others;
- Violates any term or condition of this Agreement.
You are also prohibited from:
- Using a robot, spider, scraper, or other automated technology to access the Website;
- Imposing a disproportionate load on the Website or its server infrastructure or otherwise interfering with the operation of the Website;
- Attempting to gain access to the private data or personal information of another Visitor or third party;
- Circumventing Wedge’s technological and physical security measures;
- Suggesting an affiliation with or endorsement by Wedge;
- Using the Website in conjunction with automated purchasing software programs; or
- Using the Website to exploit new-user or referral programs, promotions offered by other merchants, or otherwise to violate the terms and conditions of a merchant.
In addition, you may not, nor may you permit any third party, directly or indirectly, to use the Website for the following businesses or activities:
- Any illegal activity or goods;
- Paraphernalia that may be used for illegal activity;
- Unauthorized multi-level marketing businesses;
- Rebate-based businesses;
- Betting, including lottery tickets, sports-related gambling, casino gaming chips, off-track betting, and wagers at races;
- Manual or automated cash disbursements;
- Prepaid cards or checks;
- Sales of money orders or foreign currency;
- Wire transfers or money orders; or
- High-risk products and services, including telemarketing sales.
If you encounter content or witness behavior that you believe is inappropriate and violates this Agreement, you may report it to Wedge by emailing privacy@wedge.us.
Mobile Devices
The Website is fully accessible via a mobile device. To the extent you access the Website through a mobile device, your wireless carrier’s standard charges, rates, and fees may apply. Wedge is not responsible for any fees or errors that occur while accessing the Website via mobile device.
Section 230 of the Communications Decency Act
You acknowledge and agree that Wedge is an interactive computer service provider under Section 230 of the Communications Decency Act. Although Wedge may edit, remove, or control the content displayed through the Website, you agree that Wedge will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties through the Website.
Third-Party & Affiliate Links
You understand that the Website may contain links to third-party websites, applications, or services that Wedge does not own or control. You agree that Wedge will not be held responsible or liable for the content of third-party websites, applications, or services and that Wedge’s inclusion of those websites, applications, or services within its Website does not constitute Wedge’s endorsement of, recommendation of, or affiliation with any of those websites, applications, or services.
No Endorsement
From time to time, Wedge may refer to commercial products, processes, services, experts, or websites. Any reference is not intended to be an endorsement or a statement that the information provided by the other party is accurate. Wedge does not endorse any commercial product, process, service, expert, or website. The views and opinions of affiliates, contributors, and others expressed on this Website do not necessarily state or reflect those of Wedge and are not intended to be used for product-endorsement purposes.
Modifications to this Agreement
You agree that Wedge may modify this Agreement, or any other Wedge terms, policies, or guidelines at any time in our sole discretion. Any new agreement will be effective immediately upon posting and updating the “Last updated” date at the top of these Terms. To the extent permitted by applicable law, you agree to waive any right you may have to receive additional notice of such changes.
Your continued use of the Website following the posting of changes or modifications confirms your acceptance of those changes. You should frequently review these Terms and all applicable terms, policies, and guidelines to understand the terms and conditions that apply to your use of the Website.
If you do not agree to the amended terms, you must stop using the Website. Any use of the Website in violation of these Terms may result in, among other things, termination or suspension of your right to use the Website. You agree that your use of the Website will always be subject to the most current version of these Terms at the time of such use.
Term and Termination
This Agreement will remain in full force and effect so long as the Website is in operation. Wedge may terminate or suspend this Agreement without liability at any time, without notice, and for any reason, including for your violation of a term or condition of this Agreement. You may cancel this Agreement by contacting privacy@wedge.us. Your termination of this Agreement will not affect any of Wedge’s rights or your obligations arising under this Agreement prior to termination.
Disclaimer of Warranties
WEDGE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE. WEDGE PROVIDES THE WEBSITE ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
WEDGE WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE, INCLUDING ANY ADVICE OR MARKETING PROVIDED BY ANY THIRD PARTY, ANY THIRD-PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. WEDGE IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, ALTERATION, OR DESTRUCTION OF IDENTITY. WEDGE RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME.
WEDGE WILL NOT BE HELD LIABLE FOR NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE PROGRAM MALFUNCTIONS, FAILURES, DELAYS, OR DIFFICULTIES WITH THE WEBSITE AT ANY TIME.
FROM TIME TO TIME THE WEBSITE MAY BE INOPERATIVE. PLEASE NOTIFY US AT PRIVACY@WEDGE.US IF YOU HAVE ANY PROBLEMS USING THE WEBSITE. YOU AGREE THAT WEDGE AND ITS RESPECTIVE AFFILIATES, EMPLOYEES, OR AGENTS ARE NOT RESPONSIBLE FOR ANY INTERRUPTION OF SERVICE.
Limitation of Liability
THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WEDGE IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.
Indemnification
You agree to hold harmless, indemnify, and defend Wedge, our program partners and partner banks, our parents, subsidiaries, and other affiliated companies, and each of our and their officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Website, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty (whether local, state, national, or international), or your violation of the rights of a third party.
Your obligation to defend Wedge under the terms of this Agreement will not provide you with the right to control Wedge’s defense, and Wedge reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify Wedge.
No Assignment
You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. To the extent permitted by applicable law, Wedge may assign its rights and obligations under this Agreement at any time, including in a sale of Wedge, without obtaining your consent.
Jurisdiction, Governing Law, and Resolution of Disputes
This Agreement will be interpreted, governed, construed, and enforced in accordance with the laws of the United States of America and the State of Texas without giving effect to any conflicts-of-laws principles. The parties submit to and agree to personal jurisdiction in Texas, with venue proper in Travis County.
YOU AND WEDGE AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR THE PURCHASE OF PRODUCTS OR SERVICES FROM WEDGE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN TRAVIS COUNTY AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE NEUTRAL ARBITRATOR, WHO WILL DECIDE THE PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF TEXAS AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND WEDGE AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF TEXAS AND AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST WEDGE.
ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA COMMERCIAL ARBITRATION RULES.
Your agreement to arbitrate and these related terms are made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16), and not any state arbitration law.
IF YOU DO NOT AGREE TO THE TERMS OF THESE ARBITRATION PROVISIONS, DO NOT VISIT THE WEBSITE OR DISCONTINUE USE OF THE WEBSITE.
Limitation on Actions
YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST WEDGE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
Severability
If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.
Integration
Wedge incorporates its Privacy Policy into this Agreement. This Agreement and its incorporated Privacy Policy constitute the entire agreement between Wedge and Visitors with respect to the use of the Website. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind Wedge.
Survival
The provisions related to indemnification, limitation of liability, arbitration, and any other provisions necessary to give effect to a party’s rights shall survive the termination of the Agreement, the bankruptcy of any party, and any transfer, sale, or assignment of Wedge.
No Waiver
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
Minors
The Website is not directed to children under the age of 13, and Wedge does not knowingly collect Personal Information from children under 13 in violation of the Children’s Online Privacy Protection Act (COPPA), 15 U.S.C. § 6501 et seq. As a stricter business policy, the Website is not intended for or directed to Visitors under the age of 18, and Wedge will not knowingly collect Personal Information from anyone under 18. If you believe Personal Information of a minor has been inadvertently provided to us, please contact privacy@wedge.us and we will promptly take steps to remove that information.
Reservation of Rights
All rights not expressly granted herein are reserved to Wedge.
Notices
Visiting wedge.us or sending emails or other communications to Wedge constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide electronically, by email or on the Website, satisfy any legal requirement that such communications be in writing.
If you wish to withdraw your consent to receive communications electronically, you may do so by emailing us at privacy@wedge.us. Please note, however, that if you withdraw your electronic consent, you may no longer use the Website.
Any notices to be delivered to Wedge under this Agreement must be submitted in writing to privacy@wedge.us or by mail to: