WasIBreached.com

Negotiation Services Terms

Last Revised: Sept 9, 2017

Hi there!

HI THERE!

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

Friend or Fraud INC, a Delaware Corporation (hereinafter referred to as “Friend or Fraud”,"WasIBreached", “FOF”, “WIB” "we", "us", or "our", “Assignee”) welcomes you ("User(s)" or "you") to our website at: https://wasIBreached.com (the 'site") which can be used to acquire monitoring services of public content for the purpose of discovering if your data may have been breached. You may use the Site and any Services acquired by you from WIB in accordance with the terms and conditions hereunder. It is hereby made clear that the term 'site" shall also include any 'services" provided by WIB, whether subscribed for through the Site or offline. You may use the Site in accordance with the terms and conditions hereunder.  

This document is an integral part of our Terms of Service, which are available at: https://wasIbreached.com/legal/terms.php  ("Terms"), and is incorporated into the Terms by reference. Capitalized terms which are used but are not defined herein, shall have the meaning ascribed to them in the Terms.

“Assignor” shall me you, the party who chooses to retain our Negotiation Services.

1. TRANSFERABILITY

Assignor hereby acknowledges that Assignee may at any time reassign any or all of the Transferred Rights, together with all right, title and interest of Assignee in and to this Agreement. All representations, warranties, covenants and agreements contained herein shall survive the execution and delivery of this Agreement and any such reassignment, and shall inure to the benefit of Assignor, Assignee and their respective successors and assigns of any party hereto; provided, however, that the obligations of Assignor and Assignee contained herein shall continue and remain in full force and effect until fully paid, performed and satisfied.

You agree WIB may sell or transfer and, all, or part of any or all claims assigned to us to a third party at our sole discretion in any method we choose.

You agree we may transfer this agreement to a separate entity and any and all liabilities, be they current, future, or past will transfer to that entity. In the event we transfer WIB to a separate entity you agree that your contract and any and all liabilities are transferred to that entity.

2. CONSIDERATION

        In the event you ask for our negotiation services, by checking the box on our homepage, leaving it checked, or otherwise indicating you would like us to negotiate your claims, you agree to assign any and all claims you have related to or stemming from the Equifax data breach to WIB in return for the consideration of our “Monitoring Services”. You agree that our monitoring services are the value received for which you are assigning claims. You agree you are not assigning or transferring any debts or liabilities or claims to us which would have resulted in you being required to make payment at a net loss.

"Monitoring" may include one  or any of the following: Scanning, scraping, otherwise checking the dark web by legal means, scraping, scanning, or otherwise checking  public websites by legal means, asking sources by legal means, asking data providers (including but not limited to Equifax) about your specific data, scraping or otherwise checking news sources, and/or similar methods.

3. PERMISSIONS GRANTED

The Assignee, WIB, may in its own name, at its own expense, and for its own benefit prosecute said claim and collect, settle, compromise, and grant releases on said claim as it in its sole discretion deems advisable. Assignee shall be entitled to all judgement, awards, and payments thereon.

You warrant you have the full right and authority to enter into this agreement and assign you claims related to the Equifax data breach and or related or similar past incidents, be they known or unknown to you. You disclaim any representation as to the merits or collectability of such claim.

This assignment(s) shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

You give WIB permission to ask services, such as but not limited to Equifax, Experian, TransUnion, Bank of America, JPMorgan Chase, Wells Fargo, American Express, MasterCard, Discover, VISA, and any others of similar type (credit reporting agency, bank, financial services provider, credit provider, brokers, etc.) whether they are aware of if your data was involved in any breach.

You give  Equifax, Experian, TransUnion, Bank of America, JPMorgan Chase, Wells Fargo, American Express, MasterCard, Discover, VISA, Goldman Sachs, Morgan Stanley, Google, Yahoo, Apple Inc, Airbnb, and any others of similar type (credit reporting agency, bank, financial services provider, credit provider, brokers, services, etc.) their clients, partners, staff, contractors, vendors, and any similarly related parties who may have exchanged or shared or transacted your data in any direction (to or from) with Equifax, Experian, and/or TransUnion permission to disclose to us if your name, contact information, and or other data was included in any breach, and how you may learn more information about those records and breach events.

The Assignor hereby warrants and represents that the Assignor possesses full right and authority to enter into this Agreement and to transfer the aforementioned rights, title, interest and obligation.

The Assignor warrants and represents that the aforementioned rights, title, interest and benefits are free from all liens, encumbrances, or adverse claims.

4. PROVIDE PUBLIC, RISK FREE INFORMATION ONLY

You accept, agree, and convey that any information you provide us is public or may be made public.

You accept, agree, and convey that you will provide only information with which no damage can be done to you by relaying the information you've provided and that you have any all necessary protections, filters, systems, and insurance should the information you provide be used by any party to contact you or use the information in any fashion so that any and all damage will be covered and no payment or damages will be demanded of WIB regardless of the scope or size of alleged damage.

You accept, agree, and convey that you have permission to provide the information you provide to us.

You agree, accept, and understand that WIB is not responsible for the activities or behavior of any party to whom it provides your information for any purpose, and that we are not responsible to set, demand, or enforce any terms.

You accept, understand, and agree that WIB is "beta" software, hastily created, to help those affected or who may have been affected by one or any breach, and that it may not be stable, secure, reliable, accurate, available, dependable, or even usable at times.

You accept that WIB may revoke or end any or all parts of this service at any time, and represent that you will not rely on WIB in any way.

5. ASSIGNMENT & POTENTIAL ADDITIONAL FUTURE CONSIDERATION

 In the event you asked us to secure consideration or additional consideration for the claims you have assigned us, you agree, understand, and accept:

• You were not required to request any services from WIB and did so willingly.
• We alone may set and agree to the final terms and amounts.
• You will click on the link in our notification email within 10 days, and follow any and all required steps within those ten days, or forfeit your claims.
• That you have assigned any and all claims related to past or current breaches to us exclusively.
• That any agreement we may decide to make with any party (such as breached services & related services, vendors, partners, clients, and the like) and those who have transacted with them are final.
• You make us the sole negotiator of the claims which you have assigned us. You will not not seek further damages or seek them in any other way once entering this negotiation agreement.
• We may not accept the highest possible amount you may have been entitled to had you kept your claims and pursued an agreement yourself or through an attorney or class action.
• Any payments that may be made will be done via one time check mailed within 365 business days of our receiving funds and verifying each address of those who've assigned claims. That is 365 days after we are able to verify your identity and address and a party has agreed to give monetary consideration and transferred it to us.
• This is a new service created in response to a news event and we may not be as expert or experiences as one might wish, that we may make errors, and that you accept we hold no liability for any such errors, for not negotiating as you might wish, or as well as others might.

6. NO INTENTION TO LITIGATE

You agree and accept we have no intention or desire to litigate against any breached party or use the courts for any matter. It is solely our intention and desire to reach an amicable and speedy resolution with any company that may have been breached. We provide only negotiation services. As the claims are assigned to us, we retain all rights to act upon them, but have no intention or desire to use the rights of litigation.

Let us be very clear: We do not intend to use the court system. Should you desire to litigate do not retain our negotiation services and assign your claims to us. Hire an attorney or join a class action suit!

7. RETURN OF CLAIMS

In the event we decide, at any time, we cannot reach an agreement we may at our own discretion return any or all claims to you that you have assigned to us. However, you accept that except in the previous condition where it is our decision there is no return of claims assigned to us, no canceling of assignment, and no revoking of the agreement.

8. POTENTIAL PAYMENT FOR ANY CLAIMS ASSIGNED

In the event we reach an agreement with any party to provide monetary consideration related to any claims which you have assigned to us, you agree our fee shall be 50% of any and all consideration, plus reimbursement of any and all expenses incurred, which may include: legal fees, marketing fee, technology fees, office fees, and salary / contractor  expenses paid or accrued by staff. Legal expenses shall include any contingency or hourly fees taken by any attorneys in the unlikely and undesirable event that we must litigate any mattery, though it is not our intention or desire to ever do so.

9. INDEMNIFICATION

You reiterate that you agree to indemnify any officers, employees, staff, contractors, consultants, and anyone assisting or working in any capacity on WIB.

You agree the maximum damages from any harm caused to you by WasIBreached shall be the amount, if any, you paid in actual monies to WasIBreached for using WasIBreached. In the event you have not paid monies for any service you accept we are not responsible for any harm or loss caused to you.

You waive any current or past claims against WasIBreached, its officers, employees.

Each of Assignor and Assignee agree to indemnify the other party and its officers, directors, employees, agents, partners and controlling persons (collectively “Related Persons”) from losses, damages and liabilities, including, without limitation, reasonable legal fees and costs, which result from any breach of Assignor’s or Assignee’s (as applicable) representations, warranties, covenants or obligations under this Agreement.

Notwithstanding anything contained in this Agreement to the contrary, the parties agree that (i) no general or limited partner of Assignee shall be personally liable for any obligation or liability of Assignee under this Agreement; and (ii) all obligations and liabilities of Assignee under this Agreement are enforceable solely against Assignee and Assignee’s assets and not against any assets of any general or limited partner of Assignee.

10. REITERATION OF NON DISCLOSURE

You agree to never disclose or discuss in any way any agreements, actions, discussions,  or transactions with WIB, its officers, team, employees, contractors, attorneys, or others.

You agree to keep any and all conversations, transactions, agreements, transactions with WIB, its officers, team, employees, contractors, attorneys, or others. Confidential.

11. ATTORNEY-IN-FACT; SETTLEMENT OF THE CLAIM: FURTHER ACTIONS.

Assignor hereby irrevocably appoints Assignee as its true and lawful attorney-in-fact solely with respect to the Transferred Rights, and authorizes Assignee to act in Assignor’s name, place and stead, to demand, sue for, compromise and recover all such amounts which are, or may hereafter become due and payable for, or on account of the Transferred Rights herein assigned. Assignor hereby grants unto Assignee full authority to do all things necessary to enforce the Transferred Rights and Assignor’s rights there under. Assignor agrees that the powers granted in this paragraph are discretionary in nature and exercisable at the sole option of Assignee.

In the event that Assignor obtains knowledge that an objection to the Claim or the Transferred Rights has been made, Assignor shall promptly notify WIP in writing and Assignor shall take such further action, at its own expense, as may be reasonably necessary or desirable or otherwise reasonably requested by Assignee to uphold and defend the amount of the Transferred Rights and effect the Assignment of Claim and any payments or distributions on account of the Transferred Rights to Assignee including, without limitation, the execution of appropriate transfer powers, corporate resolutions and consents.

     In the event that Assignee obtains knowledge that an objection to the Claim or the Transferred Rights has been made or that a deadline has been set (or modified) for the making of such objections, Assignee shall promptly notify Assignor in writing. Neither Assignor nor Assignee shall compromise or settle the Transferred Rights, change the amount or otherwise consent to a reduction in the amount of the Claim to an amount less than the amount set forth in the Proof of Claim, without the prior written consent of the other, which consent shall not be unreasonably withheld. In performing any of its obligation under this section and in otherwise complying with its obligations under this Agreement (including giving effect to Paragraph 6 above), Assignor and Assignee hereby covenant and agree to cooperate and confer and act reasonably at all times and take such actions as are reasonably necessary or desirable to maximize the amount of the Claim, to minimize the amount of the Claim that is subject to being disallowed, avoided, subordinated, reduced or otherwise impaired, and to minimize the amount of time in which all components of the Transferred Rights are quantified and paid; provided that nothing in this Agreement shall require Assignor to enter into any agreements or take (or refrain from taking) any actions in relation to its business relationship with Debtor or any other person or entity, or to compromise any other claims that Assignor may have against Debtor arising after the Filing Date or against any person or entity other than the Debtor.

     Assignor agrees to forward to Assignee all notices received from the Debtor, the Court or any third party with respect to the Transferred Rights assigned herein and to take such further action with respect to the Transferred Rights in the Proceedings as Assignee may from time to time reasonably request.

     Assignor further agrees that if Assignor receives any distributions on account of the Transferred Rights, whether in the form of cash, securities, instruments or any other property, the aforementioned shall constitute property of the Assignee to which the Assignee has an absolute right. Assignor shall hold such property in trust and will at its own expense deliver to Assignee any such property in the same form received, together with any endorsements or documents necessary to transfer such property to Assignee within 3 business days of receipt in the case of cash and five business days in the case of securities. Should all or any portion of the distributions on account of the Transferred Rights not be assignable by Assignor to Assignee, then Assignor grants to Assignee a participation interest in the Transferred Rights or such distributions, in accordance with applicable law.

12. FAILURE OF TRANSFER OF CLAIM

If (i) an order is entered in any Court disapproving the transfer of the Claim, or (ii) the Court does not substitute Assignee for Assignor as the holder of the Claim, then, as Assignee’s sole and exclusive remedy, Assignor shall, upon written demand by Assignee, repay to Assignee all amounts of Negotiated Price (any amount negotiated between Assignee and Equifax or related party) received by Assignor at or prior to the time of such repayment, together with interest on such amount from the Effective Date to the date of repayment at the Interest Rate (as defined below).

     In the event Assignor has previously sold, assigned, pledged participated, hypothecated or otherwise encumbered the Claim or any portion thereof to any person or entity other than Assignee, Assignor shall immediately pay to Assignee liquidated damages in an amount equal to one hundred twenty five percent (125%) of the purchase price hereunder, plus Assignee’s costs and expenses relating to the Assignment of Claim.

     A “Final Order” means an order of the Court which fully and finally determines the amount and the priority of the Claim and which does not preserve for any party the right to seek to re-determine the amount or priority of such Claim and which has not been reversed, stayed, modified, or amended and as to which (a) any appeal taken, petition for certiorari or motion for rehearing or reconsideration that has been filed, has been finally determined or dismissed in a manner that does not affect a Bankruptcy Courts’ determination of the allowed amount or treatment of the Claim or (b) the time to appeal, seek certiorari or move for reconsideration or rehearing has expired and no appeal, petition for certiorari or motion for reconsideration or rehearing has been timely filed.

13. BIG BOY CLAUSE

The Assignee acknowledges that (i) the other party currently may have, and later may come into possession of, information on the Transferred Rights, Debtor, or Debtor’s affiliates or the status of the Proceedings that is not known to it and that may be material to a decision to buy or sell the Transferred Rights and all related rights (as appropriate) (the “Excluded Information”), (ii) it has not requested the Excluded Information, and has agreed to proceed with the purchase or sale of the Transferred Rights and all related rights (as appropriate) hereunder without receiving the Excluded Information, and (iii) the other party shall have no liability to it, and each party waives and releases any claims that it might have against the other party or the other party’s Related Persons (as defined below) whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Excluded Information; provided, however, that each party’s Excluded Information shall not and does not affect the truth or accuracy of such party’s representations or warranties in this Agreement.

14. UNDERSTANDING.

This Agreement, together with any exhibits hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings or representations pertaining to the subject matter hereof, whether oral or written. There are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically and expressly set forth herein. This Agreement may be signed in counterparts, each of which shall be an original and all of which taken together shall constitute one agreement. No amendment of any provision of this Assignment shall be effective unless it is in writing and signed by the parties and no waiver of any provision of this Assignment, nor consent to any departure by either party from it, shall be effective unless it is in writing and signed by the affected party, and then such waiver or consent shall effective only in the specific instance and for the specific purpose for which given.