Website Terms of Use

These Website Terms of Use (“Website Terms”) govern your access to and use of the Discount-Flow.com website (the “Site” or “Services”), which is a product of, owned and operated by Featherbrooke Inc (“Featherbrooke”, “we”, “us”, or “our”, or “Operator”). These Website Terms govern your use of the Site as a visitor. If you register for, log in to, or use the Discount Flow Service, your use of that Service (which includes Discount Flows and Profit Flows) is also governed by the Discount Flow “Terms, Risks & Waivers”.

BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT, AND THAT YOU AGREE TO BE BOUND BY THESE WEBSITE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SITE.

Nothing on the Site constitutes legal, tax, accounting, financial, investment, or other professional advice, and no use of the Site creates an attorney-client, advisor-client, or any other professional relationship between you and the Operator. You are solely responsible for evaluating the suitability of any information, consequences and risk given your circumstances.

1. Eligibility

The Site is intended for users who are at least 18 years of age and who are accessing the Site for legitimate USA incorporated business purposes with other USA incorporated businesses. By using the Site, you represent and warrant that: (a) you meet these age and purpose requirements; (b) any information you provide is accurate, current, and complete; and (c) if you are accessing or using the Site on behalf of a legal entity, you have the legal authority to bind that entity to these Website Terms, and references to “you” include that entity.

2. Accounts and Credentials

Some features of the Site require you to create an account or sign in. You are solely responsible for safeguarding your credentials and for all activity that occurs under your account. You must: (a) maintain the confidentiality of your password; (b) not use another person’s account or credentials; and (c) notify us promptly at [email protected] of any actual or suspected unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your credentials, consequential acts or to comply with these obligations.

3. Intellectual Property

The Site, including all text, graphics, logos, designs, layouts, screen designs, photographs, video, audio, software, code, data compilations, and other content (collectively, “Site Materials”), is owned by Operator or its licensors and is protected by copyright, trade-dress, patent, and other intellectual-property laws. Subject to these Website Terms, Operator grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site for your use as intended only. All rights not expressly granted are reserved.

Logos and intellectual property made available through the Service are copyright protected and are owned by the Operator. Nothing on the Site grants you any right to use any of our materials, to copy or to make derivations thereof and unauthorized use may violate our rights, protective claims and laws and could give rise to claims against you.

4. Permitted Downloads

Operator grants you permission to download, view, copy, and print Site Materials provided that this is used as intended: (a) all copyrights, notices and watermarks appearing on any Site Materials are preserved without alteration or removal; (b) the Site Materials are not used to derive further materials without express written permission of the Operator, and (c) the Site Materials are not modified in any way. This permission terminates automatically, without notice, if you breach any of these Website Terms. On any such termination, you agree to immediately destroy any downloaded or printed Site Materials. Any unauthorized use of Site Materials may violate copyright, trademark, and other applicable laws.

5. User-Submitted Content

If you submit, post, or otherwise transmit any content to or through the Site (including feedback, suggestions, ideas, comments, questions, reviews, or other materials, collectively “User Content”), you grant Operator a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, distribute, translate, create derivative works from, and display such User Content for any purpose, in any media, without compensation to you. You represent and warrant that you have all rights necessary to grant this license and that the User Content does not infringe or violate the rights of any third party, is not false or misleading, and does not violate any applicable law.

Operator takes no responsibility and assumes no liability for any User Content posted by you or any third party. We have the right, but not the obligation, in our sole discretion, to edit, redact, remove, or refuse to publish any User Content.

Except as may be required in connection with your use of the Site, please do not submit confidential or proprietary information to us. Any unsolicited submissions, comments, feedback, or ideas submitted to Operator through or in association with the Site shall be treated as non-confidential and non-proprietary.

6. Prohibited Conduct

You agree that you will not, and will not permit any third party to:

• access or use the Site for any unlawful, fraudulent, deceptive, or harmful purpose;
• copy, modify, translate, adapt, or create derivative works of any portion of the Site or Site Materials except as expressly permitted;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of any portion of the Site;
• scrape, harvest, index, crawl, frame, mirror, or otherwise extract data from the Site by automated means or without our prior written consent;
• use the Site to develop, train, benchmark, or evaluate any competing product or service, or for any competitive analysis;
• introduce any virus, worm, malware, ransomware, or other harmful code into the Site, or interfere with or disrupt the integrity, security, or performance of the Site or its data;
• attempt to gain unauthorized access to any portion of the Site, related systems or networks, or other users’ accounts;
• impersonate any person or entity or misrepresent your affiliation with any person or entity;
• remove, obscure, or alter any proprietary notices on the Site or Site Materials;
• send or store infringing, obscene, threatening, defamatory, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights;
• use the Site to send spam, unsolicited commercial communications, or other duplicative or bulk messages in violation of applicable law;
• use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use of the Site; or
• access or use the Site in violation of any applicable export or sanctions laws or regulations, or on behalf of any person or entity that is subject to economic sanctions.

7. Third-Party Links and Content

The Site may contain links to third-party websites, services, or resources. We do not endorse and are not responsible for the content, privacy practices, accuracy, legality, or operation of any third-party site or service. Your use of any third-party site or service is at your own risk and subject to the terms and policies of that third party. Operator is not responsible for any loss or damage of any sort you may incur from dealing with a third party. We operate a Partner Program.

8. Copyright Infringement; DMCA

Operator respects the intellectual property rights of others and expects users of the Site to do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, and to terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

Filing a DMCA Notice. If you believe that material on the Site infringes your copyright, please send a written notice to our designated copyright agent containing all of the following information (see 17 U.S.C. § 512(c)(3)):

• a physical or electronic signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works;
• identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material on the Site;
• information reasonably sufficient to permit us to contact you, such as your name, address, telephone number, and email address;
• a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated copyright agent for receipt of DMCA notices is: Copyright Agent, Operator, [email protected]. We will respond to valid DMCA notices in accordance with applicable law.

Counter-Notice. If you believe that material you posted was removed or disabled by mistake or misidentification, you may send a written counter-notice to our copyright agent containing: (a) your physical or electronic signature; (b) identification of the material that was removed and where it appeared before removal; (c) a statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal court in San Diego, California, and that you will accept service of process from the person who provided the original DMCA notice. Upon receipt of a valid counter-notice, we may restore the removed material in accordance with the DMCA.

Operator reserves the right to remove any content alleged to be infringing without prior notice and to terminate accounts of repeat infringers.

9. Export Controls and Sanctions

You may not access, download, use, or export the Site or Site Materials in violation of United States export laws or regulations, including the Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security, or any economic sanctions programs administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury, or in violation of any other applicable laws or regulations. By using the Site, you represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions; (b) you are not named on any U.S. Government list of prohibited or restricted parties; and (c) you will comply with all applicable export and sanctions laws and assume sole responsibility for obtaining any required export licenses. You acknowledge that the Site and Site Materials are subject to U.S. export control laws and that none of them will be shipped, transferred, re-exported, or used in violation of those laws.

10. Children

The Site is not directed to, and we do not knowingly collect personal information from, children under the age of 13. If you are under 13 years of age, you are not permitted to use the Site or provide any personal information to us. If you are between 13 and 18 years of age, you may use the Site only with the involvement and consent of a parent or legal guardian who agrees to these Website Terms on your behalf. If we become aware that we have inadvertently collected personal information from a child under 13 without verifiable parental consent, we will take steps to delete that information as soon as reasonably practicable. If you believe we have collected personal information from a child under 13, please contact us at [email protected].

11. Disclaimer of Warranties

The site and all site materials are provided “as is” and “as available”, without warranty of any kind, express or implied. To the fullest extent permitted by law, Operator and its affiliates, officers, directors, employees, agents, suppliers, and licensors expressly disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the site will be uninterrupted, error-free, secure, free of viruses or other harmful components, or that any defects will be corrected. Any information available on or through the site is for general informational purposes only and is not intended as legal, tax, accounting, financial, or other professional advice. You are solely responsible for evaluating the suitability of any information for your circumstances. Operator shall have no responsibility for any damage to your computer system or loss of data that results from your use of the site or the download of any content or materials therefrom.

12. Limitation of Liability

To the fullest extent permitted by law, in no event will Operator or its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable to you or to any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or use, arising out of or in connection with these website terms or your use of (or inability to use) the site, whether based on contract, tort (including negligence), strict liability, or any other legal theory, and whether or not we have been advised of the possibility of such damages.

To the fullest extent permitted by law, the aggregate liability of Operator and its affiliates, officers, directors, employees, agents, suppliers, and licensors arising out of or relating to these website terms or your use of the site will not exceed the greater of (a) one hundred U.S. dollars ($100) or (b) the total amount paid by you to Operator for use of the site in the three (3) months preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

13. Indemnification

You agree to defend, indemnify, and hold harmless Operator and its officers, directors, shareholders, employees, agents, affiliates, partner program participants, suppliers, and licensors from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees and litigation costs) arising out of or relating to: (a) your access to or use of the Site; (b) any User Content you submit through the Site; (c) your violation of these Website Terms or Terms, Risks & Waivers; (d) your violation of any applicable law, regulation, or third-party right (including any intellectual property or privacy right); or (e) any claim that your User Content caused damage to a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

14. Suspension, Termination, and Right to Refuse

We reserve the right to refuse service to anyone and to suspend, restrict, or terminate your access to the Site or any portion thereof at any time, for any reason or no reason, with or without notice and without liability to you. Reasons may include use of a guest list with priority access determined solely in our opinion and, without limitation, your actual or suspected violation of these Website Terms, conduct that we believe is harmful to other users or to Operator, or any legal, regulatory, or operational reason in our sole discretion. Upon termination, all licenses and rights granted to you under these Website Terms will immediately cease. Sections of these Website Terms that by their nature should survive termination (including intellectual property, DMCA, export controls, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution) will so survive.

15. Changes to the Site or Website Terms

We may modify, suspend, or discontinue any portion of the Site at any time without notice and without liability to you. We may also revise these Website Terms from time to time. The revised Website Terms will be effective when posted, and we will update the “Last Updated” date above. We will use commercially reasonable efforts to provide notice of material changes through the Site. Your continued use of the Site after the effective date of any revision constitutes your acceptance of the revised Website Terms. It is your responsibility to review these Website Terms periodically.

16. Governing Law and Venue

These Website Terms and any dispute arising out of or relating to them or your use of the Site are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 17, you and Operator agree to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California for any action not subject to arbitration.

17. Binding Arbitration; Class-Action Waiver

Please read this section carefully. It requires you and Operator to resolve most disputes through individual binding arbitration and limits the manner in which we can seek relief from each other. No class or representative actions are permitted.

Informal Resolution First. Before initiating arbitration, the party asserting a dispute must provide written notice to the other party describing the nature and basis of the claim and the relief sought. You must send such notice to [email protected]. Operator will send notice to the email address associated with your account. The parties will attempt to resolve the dispute informally for thirty (30) days after the notice is sent. If not resolved within that period, either party may proceed to arbitration. The statute of limitations applicable to any claim shall be tolled during this 30-day period.

Arbitration. Any dispute, claim, or controversy arising out of or relating to these Website Terms or your use of the Site (a “Dispute”) that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 17. The arbitration will be conducted by a single arbitrator and will take place in San Diego, California, or by video conference at the arbitrator’s discretion. Judgment on the award may be entered in any court having jurisdiction. The arbitration and all related proceedings, documents, and awards shall be confidential.

You and Operator each waive any right to a jury trial. Disputes will be resolved on an individual basis only. Class arbitrations, class actions, private attorney general actions, and consolidation of any Dispute with other persons’ claims are not permitted.

Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction solely for injunctive or other equitable relief to protect its intellectual-property or confidentiality rights, without waiving the right to arbitrate all other claims. Any claim arising under these Website Terms must be brought within one (1) year after the cause of action arises, or it is permanently barred. We reserve the right to recover from you any incurred costs in the event of a lawsuit or claim, including but not limited to legal and other costs incurred.

Class-Waiver Severability. If a court finds that the prohibition on class actions or representative proceedings in this Section 17 is unenforceable with respect to a particular claim or request for relief, then that claim or request for relief shall be severed from the arbitration and may proceed in a court of competent jurisdiction, but the remainder of this Section 17 shall continue in full force and effect.

18. Force Majeure

We will not be liable for any failure or delay in performance arising from causes beyond our reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil disturbance, governmental action, labor disputes, internet or utility failures, cyberattacks, or third-party service failures.

19. Governing Language

These Website Terms are entered into in the English language. To the extent these Website Terms or any notice under them is translated into any other language, the English version controls in all respects, and any translation is provided solely as a non-binding convenience with no legal effect. All communications, notices, proceedings, and disputes under these Website Terms shall be conducted in English.

20. Legal Notices

Notices to Operator under these Website Terms must be in writing and sent to [email protected]. For DMCA copyright notices specifically, see Section 8 above. We may give notice to you by email to the address associated with your account, by posting a notice on the Site, or through the Service. All notices are deemed received upon transmission or, if by post, three (3) business days after mailing or emailing as the case may be.

21. Accessibility

We are committed to making our website accessible to all users, including people with disabilities. The Site is designed to meet WCAG 2.1 Level AA accessibility standards. If you encounter any accessibility barriers while using our Site, please contact us at [email protected] or [email protected], and we will work with you to resolve the issue promptly.

22. Miscellaneous

These Website Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Operator regarding the Site and supersede all prior or contemporaneous understandings. If any provision is held to be unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect. Our failure to enforce any provision of these Website Terms is not a waiver of that provision or our right to enforce it later. You may not assign or transfer these Website Terms without our prior written consent; we may assign or transfer them freely, including in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries to these Website Terms. The parties are independent contractors; nothing in these Website Terms creates an agency, partnership, or employment relationship.

BY ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE WEBSITE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE SITE.