Terms of Service

These Terms of Service (these “Terms of Service“) are agreed to between Firefly Partners LLC, and its affiliates and subsidiaries (collectively, “Firefly Partners,” “us,” “we,” or “our“) and you, or if you represent an entity or other organization, that entity or organization (in either case, “you“).  Firefly Partners offers its end users (“Users“) the ability to access information, data, and other materials and content (“Content“) and services (“Services“).  These Terms of Service govern your use of our website available at http://www.fireflypartners.com or other websites operated by Firefly Partners (each, the “Website“) and the Content and Services available through the Website.

These Terms of Service shall also apply to any Content and Services which Firefly Partners agrees to make available to you if these Terms of Service are referenced in a written agreement or statement of work regarding such Content or Services.  Please read these Terms of Service carefully before using this Website or agreeing to any written agreement or statement of work regarding such Content or Services.  By accessing, browsing, or using our Website to access any Content and Services, you are agreeing to all of these Terms of Service in their entirety.  By entering or uploading or permitting access to data in connection with your use of this Website or any links, services or tools offered through this Website or otherwise offered by Firefly Partners, you authorize and consent to Firefly Partners’ use, storage, and processing of such data to provide the services, subject to and in accordance with the terms of Firefly Partners’ Privacy Policy, located at https://fireflypartners.com/privacy-policy/ (the “Privacy Policy“).

PLEASE CAREFULLY READ THESE TERMS OF SERVICE.  BY ACCESSING OR USING THE WEBSITE, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS OF SERVICE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.  IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS OF SERVICE, FIREFLY PARTNERS IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE WEBSITE, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE WEBSITE, CONTENT, OR SERVICES.  IF YOU ACCESS OR USE THE WEBSITE, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

1. GENERAL

• Definitions. Terms used in these Terms of Service have the definitions given in these Terms of Service or, if not defined in these Terms of Service, have their plain English meaning as commonly interpreted in the United States.
• Term. These Terms of Service are entered into as of the earlier of the date you first accessed the Website, Content, or Services (the “Effective Date“) and will continue until terminated as set forth herein.
• Modifications. Firefly Partners reserves the right, at any time, to modify the Website, Content, or Services, with or without notice to you, by making those modifications available on the Website.  Firefly Partners also reserves the right, at any time, to modify these Terms of Service.  Firefly Partners will inform you of the presence of any changes to these Terms of Service by posting those changes on the Website or by providing you with notice through the Website.  Any modifications will be effective immediately upon posting on the Website or delivery of such notice through the Website.  You may terminate these Terms of Service as set forth below if you object to any such modifications.  However, you will be deemed to have agreed to any and all modifications through your continued use of the Website, Content, or Services following such notice period.

2. ACCESS

• To the Website. Subject to your compliance with these Terms of Service, Firefly Partners will permit you to access and use the Website, Content, and Services solely for lawful purposes and only in accordance with these Terms of Service and any other agreement you agree to with Firefly Partners before being given access to any specific aspects of the Website.  Any additional agreement is in addition to these Terms of Service and will govern your use of the portions of the Website to which the additional agreement applies in the event of a conflict between the terms of these Terms of Service and the additional agreement.  You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Website, in each case as necessary to meet your operational and business requirements based on your particular circumstances.
• To the Content. You may be provided with access to a variety of Content through the Website, including, text, audio, video, podcasts, photographs, maps, illustrations, event announcements, product and service descriptions, graphics, and other data, information, and media.  Unless otherwise noted on the Website, all Content available through the Website is owned by Firefly Partners and Firefly Partners’ licensors and providers.  All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content.  Subject to your compliance with these Terms of Service, you may access the Content solely for your own personal purposes in connection with your use of the Website.  You will not, and will not permit any third-party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content.  Certain Content may include or be based on data, information, or content from Firefly Partners’ licensors and providers (“Third-Party Content“).  Firefly Partners has not verified the accuracy of and will not be responsible for any errors or omissions in, any Third-Party Content provided through the Website.  Without limiting the foregoing, Firefly Partners will not be held liable to you or any other third party for any Third-Party Content under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230.  Except as set forth in these Terms of Service, you are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto.  If you would like to use the Content in a manner not permitted by these Terms of Service, please contact Firefly Partners at info@fireflypartners.com.
• To Third-Party Services. The Website may provide you with the choice to access websites, content, and services developed, provided, or maintained by other third-party service providers which are not under the control of Firefly Partners (“Third-Party Services“).  In addition to these Terms of Service, your access to and use of any Third-Party Services is also subject to any other agreement you may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement“).  The terms of any Third-Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to these Terms of Service but will not apply to any other Services you may access through Firefly Partners or this Website.  Except as set forth in these Terms of Service, the terms of any Third-Party Service Agreement will control in the event of a conflict between these Terms of Service and that Third-Party Service Agreement. If you access any Third-Party Services from the Website, Content, or Services, then you do so at your own risk. Firefly Partners is not responsible for any Third-Party Services.
• To Chat Services. Firefly Partners may make an interactive online chat service (“Chat Service”) available to you on the Website.  Any personal information submitted using the Chat Service is subject to the terms of our Privacy Policy.  Firefly Partners makes no warranty that the Chat Service will be available at any particular time or be free of fault or error.  If you are under the age of 13 years old and are invited to use the Chat Service, you must not use the Chat Service and you must leave the Website.  During your use of the Chat Service, you may interact with a bot, chatbot, virtual assistant, or another non-human (each, a “Chatbot”).  We will disclose the use of the Chatbot to the extent required by Law.  Nothing we communicate in the Chat Service will be considered a legal agreement, representation, or warranty as to our Services, decisions, or response times.  Providing or participating in the Chat Service does not constitute consent by you or us to use electronic records and signatures as a substitute for written documents.  You will not use the Chat Service to send any abusive, defamatory, dishonest, or obscene message, and doing so may result in termination of the Chat Service session or these Terms of Service.

3. TERMINATION; SURVIVAL.

These Terms of Service may be terminated by Firefly Partners at any time in its sole discretion for any reason.  Upon termination of these Terms of Service, all rights and subscriptions granted to you under these Terms of Service will terminate and you will immediately cease all use of and access to the Website and all Content and Services (including, without limitation, all Content you obtained prior to termination).  Sections 3, 5, 7, 8, 9, 10, 11, 12, 13, and 15 shall survive termination of these Terms of Service.

4. SUSPENSION.

Without limiting Firefly Partners’ right to terminate these Terms of Service, Firefly Partners may also suspend your access to the Website or any Content or Services, with or without notice to you, upon any actual, threatened or suspected breach of these Terms of Service or applicable law or upon any other conduct deemed by Firefly Partners, in its sole discretion, to be inappropriate or detrimental to the Website, Services, Firefly Partners, or any other User or third-party.

5. OWNERSHIP; LIMITED USE.

• Technology. The Content, the Services, the Website, and the databases, software, hardware, and other technology used by or on behalf of Firefly Partners to provide the Content and Services and operate the Website, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology“), constitute valuable trade secrets of Firefly Partners.  You will not, and will not permit any third-party to: (a) access or attempt to access the Technology except as expressly provided in these Terms of Service; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third-party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; or (i) interfere with the operation or hosting of the Technology.
• Intellectual Property Rights. Firefly Partners retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR“), in and to the Technology and any additions, improvements, updates and modifications thereto.  You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Website, Content, and Services under these Terms of Service.  The Firefly Partners name, logo, and all product and service names associated with the Website, Content, and Services are trademarks of Firefly Partners and its licensors and providers and you are granted no right or license to use them.

6. REPRESENTATIONS AND WARRANTIES.

• Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into these Terms of Service; (b) these Terms of Service form a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under these Terms of Service and to grant the rights and licenses described in these Terms of Service.
• Compliance with Laws. You acknowledge that the Website is a general-purpose online service and is not specifically designed to facilitate compliance with any specific law.  You represent and warrant to Firefly Partners that your use of and access to the Website, including any Content or Services, will comply with all applicable laws, rules, or regulations (“Laws“) and will not cause Firefly Partners itself or any other third-party to violate any applicable Laws.  Firefly Partners is not responsible for notifying you of any such Laws, enabling your compliance with any such Laws, or for your failure to comply.

7. DISCLAIMER; INDEMNITY; LIMITATION OF LIABILITY.

• Disclaimer. THE WEBSITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  FIREFLY PARTNERS, its licensors, AND PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE WEBSITE OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR third-party CONTENT THAT MAY BE PROVIDED THROUGH THE WEBSITE.  FIREFLY PARTNERS, ITS LICENSORS, AND PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEBSITE, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF these Terms of service, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Firefly Partners, ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
• Indemnity. You hereby agree to indemnify, defend, and hold harmless Firefly Partners and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties“) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) your access to or use of the Website, Content, or Services; (b) your collection, use, and disclosure of any Content; (c) your violation of applicable Laws; and (d) your breach of any representation, warranty, or other provision of these Terms of Service.  Firefly Partners will use reasonable efforts to provide you with notice of any such claim or allegation, and Firefly Partners will have the right to participate in the defense of any such claim at its expense.
• Limitation of Liability. Firefly Partners WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE WEBSITE, CONTENT, OR SERVICES, EVEN IF Firefly Partners HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT OR SERVICES.  Firefly Partners’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH these Terms of Service AND ALL CONTENT AND SERVICES PROVIDED UNDER these Terms of Service OR THROUGH THE WEBSITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100.  YOU AGREE THAT Firefly Partners WOULD NOT ENTER INTO these Terms of Service WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, Firefly Partners’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

You hereby release and forever discharge Firefly Partners and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, the Website, Services, or Content.

8. DATA PRIVACY

You expressly consent to the use and disclosure of your personal data and other data and information as described in the Privacy Policy  Notwithstanding anything in the Privacy Policy, Firefly Partners will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from your access to and use of the Website, Services, or Content.  To the extent any such non-personally identifiable data or information is collected or generated by Firefly Partners, the data and information will be solely owned by Firefly Partners and may be used by Firefly Partners for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.

9. FEEDBACK.

If you provide Firefly Partners any feedback or suggestions regarding the Website, Services, or Content (“Feedback“), you hereby assign to Firefly Partners all rights in the Feedback and agree that Firefly Partners shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you.  Firefly Partners will treat any Feedback you provide to Firefly Partners as non-confidential and non-proprietary.  You agree that you will not submit to Firefly Partners any information or ideas that you consider to be confidential or proprietary.

10. DISPUTES.

Please read this section carefully.  It may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims.

Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms of Service, including the formation, validity, binding effect, interpretation, performance, breach or termination, of these Terms of Service and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms of Service (each, a “Dispute“), in accordance with the procedures set forth in this Section.  If any Dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA“) then in effect (the “Rules“).  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period“) after either party to these Terms of Service delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by Firefly Partners in Denver, Colorado, U.S.A.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator.  The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

11. GOVERNING LAW AND VENUE.

The interpretation of the rights and obligations of the parties under these Terms of Service, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado without regard to the conflict of laws provisions thereof.  Subject to Section titled Disputes, each party will bring any action or proceeding arising from or relating to these Terms of Service exclusively in a federal or state court in Denver, Colorado, U.S.A., and each party irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.

12. NOTICES.

Firefly Partners may provide you with any notices required or allowed under these Terms of Service by sending you an email to any email address you provide to Firefly Partners in connection with your use of the Website or the Services, provided that in the case of any notice applicable both to you and other Users of the Website, Firefly Partners may instead provide such notice by posting on the Website.  Notices provided to Firefly Partners will be deemed given when actually received by Firefly Partners.  Notice provided to you will be deemed given immediately after posting to the Website or sending via e-mail.

13. LINKED SITES.

The Website and Services may contain links to third-party sites or content that are not under the control of Firefly Partners.  If you access a third-party site or content from the Website or Services, then you do so at your own risk and Firefly Partners is not responsible for any content on any linked site or content.  You may establish a link to the Website, provided that the link does not state or imply any sponsorship or endorsement of your site by Firefly Partners or any group or individual affiliated with Firefly Partners.  You may not use on your site any Content or marks appearing on the Website in establishing the link.  You may not frame or otherwise incorporate into another site the content or other materials on the Website without Firefly Partners’ prior written consent.

14.  ADDITIONAL TERMS.

Unless otherwise amended as provided herein, these Terms of Service will exclusively govern your access to and use of the Website, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Website, Content, and Services.  Except as expressly set forth in these Terms of Service, these Terms of Service may be amended or modified only by a writing signed by both parties.  All waivers by Firefly Partners under these Terms of Service must be in writing or later acknowledged by Firefly Partners in writing.  Any waiver or failure by Firefly Partners to enforce any provision of these Terms of Service on one occasion will not be deemed a waiver by Firefly Partners of any other provision or of such provision on any other occasion.  If any provision of these Terms of Service are held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in effect.  The prevailing party in any lawsuit or proceeding arising from or related to these Terms of Service will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal.  Neither these Terms of Service nor any rights or obligations of you hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Firefly Partners.  Any assignment in violation of the foregoing will be invalid.  Firefly Partners may assign these Terms of Service to any party that assumes Firefly Partners’ obligations hereunder.  The parties hereto are independent parties, not agents, employees of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  Any reference herein to “including” will mean “including, without limitation.”  Upon request from Firefly Partners, you agree to provide Firefly Partners with such documentation or records with respect to your activities under these Terms of Service as may be reasonably requested for Firefly Partners to verify your compliance with all applicable Laws and the terms of these Terms of Service.