These merger terms and conditions ("Terms") establish the agreement between Fyre Search, the PR Marketing and Crowd Management Tool that includes the Wire virtual marketplace, and the Pub, Bar, Cafe, Lounge (PBCL) and Restaurants ("Brands", “Wire Merchant”). The purpose of these Terms is to govern the process of merging duplicate location galleries with claimed gallery at Wire, where the gallery merging includes tagged posts, followers, and footfall.
The Brands have the opportunity to request a merger of their duplicate location galleries with claimed gallery at Wire. This merger request is a formal proposal submitted to Fyre Search and should contain comprehensive details, including the names and locations of the locations to be merged. Fyre Search, as the platform, reserves the right to evaluate and approve or reject the merger request based on its discretion. This evaluation process ensures that the proposed merger aligns with the platform's guidelines and policies. Upon approval, Fyre Search will proceed with initiating the merger process and communicate the successful merge to the Brands via mail.
Once the merger request is approved, the Brands are required to sit back & allow Fyre Search to complete the merge within the committed timeframe. Fyre Search will review brand information that includes detailed and accurate information about the duplicate locations to be merged. It is crucial for the Brands to request the merge of duplicate locations for a smooth and successful merger. Fyre Search will review the provided information and ensure the efficient progress of the merger process.
During the merger process, Fyre Search undertakes reasonable efforts to merge the relevant data from both locations into a single, unified location on Wire. This includes combining tagged posts, followers, and footfall. The primary objective is to ensure a seamless transition for users and maintain the integrity of the Brands' online presence. However, given the complexity of merging data from distinct duplicate locations with claimed location gallery, it is possible that some modifications, merging, or removal of certain data and content may occur. Fyre Search will make reasonable efforts to preserve the accuracy and integrity of the data, but it cannot guarantee absolute accuracy or preservation due to the inherent challenges involved.
The Brands will retain complete ownership and control over the merged location on Wire. It becomes their responsibility to maintain and update the information related to the merged location, including profiles, menus, tables, contact details, and any other relevant content. By assuming this responsibility, the Brands ensure that users have access to current and accurate information about the merged location. While the Brands retain control, Fyre Search reserves the right to monitor and moderate the content of the merged location to ensure compliance with the platform's guidelines and policies. This moderation is necessary to maintain a consistent and high-quality user experience across the platform.
Once the merger process is completed, reversing or separating the merged location may not be feasible. Therefore, it is essential for the Brands to carefully consider the implications before initiating the merger request. The merger is intended to be a permanent and irreversible action. However, in exceptional circumstances involving serious violations of the platform's guidelines or policies, Fyre Search reserves the right to terminate or suspend the presence of the merged location on the platform. This measure aims to safeguard the overall integrity and user experience of the platform.
Both Fyre Search and the Brands acknowledge the importance of maintaining confidentiality during the merger process. They recognize that sensitive information may be shared between the parties. Fyre Search agrees to treat all confidential information provided by the Brands with the utmost confidentiality and agrees not to disclose it to any third parties without prior written consent from the Brands. Similarly, the Brands commit to keeping any confidential information shared by Fyre Search during the merger process confidential and not disclosing it to unauthorized parties.
Fyre Search acknowledges the need to handle personal data in compliance with applicable data protection and privacy laws. The Brands consent to the collection, processing, and storage of personal data as necessary for the merger process and subsequent operations on the platform. Fyre Search will implement reasonable measures to protect personal data against unauthorized access, loss, or misuse.
The Brands represent and warrant that they have obtained all necessary rights, licenses, and permissions to use any intellectual property associated with the merged locations, including trademarks, logos, and copyrighted materials. The Brands grant Fyre Search a non-exclusive, worldwide, royalty-free license to display, reproduce, and distribute the content associated with the merged location on the platform for promotional purposes.
The Brands agree to indemnify and hold Fyre Search harmless from any claims, damages, losses, or liabilities arising from the merger process, the merged location, or any breach of these Terms by the Brands. In the event that Fyre Search receives any such claims, they will promptly notify the Brands and provide reasonable assistance in the defense of these claims.
Fyre Search will designate a point of contact who will serve as the primary liaison between the platform and the Brands throughout the merger process and subsequent operations on the platform. The Brands may reach out to the designated contact for any questions, support, or clarification they may require during the merger process or while managing the merged location on the platform.
While Fyre Search endeavors to ensure a smooth and successful merger process, it will not be held liable for any loss of data, disruptions in service, or damages resulting from the merger process. The Brands acknowledge and agree that the merger is conducted at their own risk. It is the Brands' responsibility to implement suitable backups and safeguards to mitigate potential risks associated with the merger.
Fyre Search retains the right to amend or update these Terms at any time. Such amendments may be necessary to adapt to changes in the platform's functionality, legal requirements, or to enhance the overall user experience. The Brands will receive notification of significant changes to the Terms. By continuing to use the merged location on the platform, the Brands implicitly accept and agree to the modified terms. Fyre Search will strive to provide reasonable notice to the Brands regarding any updates or amendments to ensure transparency and facilitate a smooth transition.
In order to promote the merged location, Fyre Search may feature it on the platform, which may include highlighting it in search results, recommendations, or promotional campaigns. To facilitate this, the Brands grant Fyre Search permission to use their name, logo, and other branding elements associated with the merged location for promotional purposes on the platform. Additionally, Fyre Search may utilize aggregated and anonymized data from the merged location for statistical analysis and platform improvements.
These Terms will remain in effect until terminated by either party. Either party may terminate these Terms by providing written notice to the other party. Upon termination, the Brands will no longer have access to the merged location on the platform, and Fyre Search will cease promoting or featuring the merged location however, the location will still be visible on the Wire. It is important for both parties to understand the implications and responsibilities associated with the termination of these Terms.
Fyre Search reserves the right to update or modify the platform's functionality, features, or services at any time. While these updates or changes may impact the merged location, Fyre Search will provide appropriate notice to the Brands. It is the Brands' responsibility to make necessary adjustments to ensure compliance with any new platform requirements, ensuring a seamless integration with ongoing updates and changes.
In the event of a dispute arising from these Terms, both parties agree to engage in good faith negotiations to resolve the dispute amicably. If a resolution cannot be reached through negotiation, the parties agree to submit the dispute to binding arbitration in accordance with the rules of a mutually agreed-upon arbitration organization. The arbitration shall take place in a designated location, and the decision rendered by the arbitrator(s) shall be final and binding on both parties. This provision ensures a fair and efficient mechanism for resolving disputes without resorting to lengthy litigation processes.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the Terms to the extent possible. This clause ensures that if any part of the Terms is deemed unenforceable, it will not affect the overall validity and enforceability of the remaining provisions, thereby preserving the intent and purpose of the agreement.
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Fyre Search operates. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts in the same jurisdiction. This provision ensures that any legal matters related to the merger process will be resolved fairly and appropriately in accordance with the laws of the jurisdiction in which Fyre Search operates.
These Terms constitute the entire agreement between Fyre Search and the Brands regarding the merger process. They supersede any prior agreements or understandings, whether written or oral, relating to the merger process. This provision ensures that all relevant terms and conditions pertaining to the merger process are documented in a single agreement, offering clarity and certainty to both Fyre Search and the Brands.
By proceeding with the merger request, the Brands acknowledge that they have read, understood, and agreed to these merger terms and conditions between Fyre Search and the Brands. The initiation of the merger process signifies the Brands' acceptance of these Terms and their commitment to complying with the guidelines and policies set forth by Fyre Search.