MADRONUS TERMS OF SERVICE
Effective February 19, 2023

  1. Introduction.  

We provide a proprietary wildfire risk assessment and scoring service.

Wuuii, Inc., a Delaware corporation, doing business as Madronus (“Madronus,” “us,” or “we”) provides a service that allows customers to determine their wildfire risk factors by receiving a Wildfire Risk Score, the ability to purchase a Wildfire Risk Assessment and certain remediation efforts through the use of our proprietary service, and a subscription to periodic, customized updates on the wildfire risks and recommended treatment actions to minimize those risks (the “Service”).  We offer the Service in connection with the website www.madronus.com. We are pleased to offer you access to our Service, which includes this website and its features, in connection with which you may receive a Wildfire Score and purchase certain related products and services. The terms “you” refer to an individual who accesses and uses the Service in accordance with these terms.

  1. Our Agreement.

This is a binding contract.  

Please read these Terms of Service carefully. This Terms of Service, and this Privacy Policy to the extent Wuuii is providing the Service to you, (the "Agreement") governs your access to the Service.

By checking the applicable box or electronically signing to agree to these Terms of Service or by using any element of the Service, you agree, effective as of such date (the “Effective Date”) to be bound by this Agreement.

 

You are only authorized to use the Service if you agree to abide by this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should discontinue use of the Service immediately.

YOUR ACCESS TO, AND USE OF, THE SERVICE AND MADRONUS’S OBLIGATIONS WITH RESPECT THERETO ARE EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THIS AGREEMENT, INCLUDING ARBITRATION ON AN INDIVIDUAL BASIS IN SECTION 19 AND THE RELEASE, DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY IN SECTION 16.

  1. Access to and Documentation of Premises.  

If you purchase a Wildfire Risk Assessment or remediation services, you grant us the right to access, photograph, measure, record, and inspect your premises.

If you purchase a Wildfire Risk Assessment or remediation services, you hereby grant us and our third party contractors a right to access, photograph, measure, record, and inspect your premises for the sole purpose of providing the Service in accordance with this Agreement.  You represent and warrant that you have the authority to grant the foregoing right.

In order to properly evaluate your property, provide a Wildfire Risk Assessment, and assess its wildfire resilience, structure hardness, and/or defensible space, it may be necessary for us or our third party contractors to access, photograph, measure, record, and inspect the property in person.  Any reliance you place on information resulting from the Service is strictly at your own risk.

We will be the owner of all right, title, and interest in and to all photographs, video and audio recordings, and other documentation made hereunder in any format and media, including all copyrights and other intellectual property rights therein, in perpetuity for all purposes.

  1. Representations About You. 

You make certain representations about yourself.

        

You represent and warrant that: (i) you have read and understand this Agreement and have had the opportunity to review its terms with an attorney of your choosing, (ii) you are 18 years of age or older, (iii) you own your residence or have received permission from your property owner or manager to use the Service in connection with your premises, (iv) you have obtained all other necessary consents, approval, permits and licenses to use the Service in connection with your premises, and (v) the information that you provide to us about you or your premises in connection with the Service will be current, true, accurate, supportable, and complete.

  1. Restrictions On Use of the Service.

The Service may only be used for certain activities.

You may not: (i) rent, lease, lend, sell, redistribute, reproduce or sublicense access to the Service, any components thereof, or any deliverables resulting therefrom, including our technology, provided that you may make a reasonable number of copies of a Wildfire Risk Assessment we provide to you for your personal use only; (ii) copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any part of the Service, or (iii) use the account, username, or password of another user of the Service at any time, allow any other person to use your account, to the extent you are given one, or provide your passwords to any other person or entity. You may not exploit the Service in any unauthorized or unlawful way. You will not assert, nor will you authorize, assist, or encourage any third party to assert, any intellectual property infringement claim regarding the Service.

  1. Our Rights Regarding The Service.

We reserve all rights in the Service not granted to you.  We can use your Feedback.

We reserve all rights in and to the Service and all related intellectual property not expressly granted under this Agreement, including, but not limited any trademarks within the Service.  If you submit comments, suggestions, ideas, or other feedback regarding the Service (“Feedback”), you hereby agree that we will be free to use such Feedback for any purpose without any obligation to you.

  1. Pricing and Payment.

There are no fees for the Wildfire Risk Score. We will charge fees for Wildfire Risk Assessments or for any remediation services.  Fees are non-refundable.

Pricing. There is no fee to receive an initial Wildfire Risk Score.  If you choose to purchase a Wildfire Risk Assessment or remediation services from us or subscription services, we may charge a fee for such services. We reserve the right to change our pricing, plans and payment options for our Service or any elements thereof in any manner and at any time as we may determine in our discretion, by providing notice. In addition, the Service may allow you to purchase certain a la carte items.  Prices listed exclude applicable taxes, which we will also bill and you shall pay. Some pricing/payment options may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications.

Payment Method. As a paying customer, you agree that you will (i) link your account with a valid credit card, debit card and/or other authorized payment method (“Payment Method”), and (ii) pay for the remediation fees and the other fees you incur hereunder. You agree to keep your Payment Method information current at all times (such as your card number and expiration date).

Authorization to Charge and Promise to Pay. You authorize us to charge your Payment Method for charges incurred hereunder. For some Payment Methods, the issuer may also charge you certain fees, such fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details. You acknowledge and agree that Madronus has the right to resubmit any charge you authorize that is declined for any reason or returned for insufficient or uncollected funds.  If your Payment Method is not available for any reason, including without limitation because the card is not valid or declined, Madronus reserves the right to automatically charge other Payment Methods you have on file. If a payment is not successfully settled, we may suspend your access to the Service and/or collect the amount due to you via any lawful means. You agree that you are and will be responsible for costs of collection.


No Refunds. All payments are nonrefundable.  Madronus will not provide refunds or credits for any reason.  

Referral Program. We may, collectively or individually and at our sole discretion, allow customers to earn a credit or discount towards future purchases if a referred friend who is not a previous customer, creates a valid account (agreeing to comply with any necessary agreement), and signs up for the Service using your personal invite code. If we provide you with an invite code, public distribution of your invite code on sites to which you are a contributor, but not the primary content owner, is not allowed. Promoting any referral code via search engine marketing is also not allowed. If you post or share your referral code in connection with your opinion or experience regarding us or the Service, you may be required to tell your audience that you will earn a credit if they use your code, as required by guidelines issued by the Federal Trade Commission. We, in our discretion, may limit the total referral credit eligible to be received by a user during the same calendar year and may change that limit from time to time at our discretion.  The referral program may be offered or discontinued at our sole discretion and is void where prohibited.

  1. Wildfire Risk Score and Wildfire Risk Assessment

If you provide certain information to us, you will receive a Wildfire Risk Score.  If you comply with this Agreement, and agree to purchase, you will receive a Wildfire Risk Assessment.

If you choose to provide certain information to us, you will receive a personalized wildfire risk score based on certain information you provide, characteristics of structures and vegetation located on the assessor parcel number associated with the address you provide, and other proprietary data sources and analysis (“Wildfire Risk Score”).  If you choose to provide us with the necessary information for providing a wildfire risk assessment and comply with this Agreement, you will, subject to the terms of this Agreement, receive an assessment report based on the information you provide, characteristics of structures, vegetation, and other characteristics of the land located on inspected parcel, and other proprietary data sources and analysis (“Wildfire Risk Assessment”).  The Wildfire Risk Score, Wildfire Risk Assessment, and other tests, fire hazard information, and content that are available from us are provided AS-IS and are subject to the disclaimers and other terms set forth herein. Scores, tests, results, and other content on the Madronus website or provided in connection with the Services are provided solely for general information purposes only. 

You acknowledge and agree that:

  1. there are certain inherent risks associated with wildfires and associated prevention and remediation measures, and you assume full responsibility for personal injury to yourself and (if applicable) to your family or other persons on the premises, and further release and discharge us for injury, loss, or damage, whether caused by the fault of yourself, your family, the fire department, or other parties;
  2. despite any professional recommendations you may receive in connection with the Service, wildfires are forces of nature that are difficult to control and contain;
  3. complying with our recommendations may act to reduce your risk of property destruction, but no wildfire prevention measure can 100% guarantee that there will be no property damage or injury to persons; and
  4. any modifications you make to your structure based on the Wildfire Risk Score, Wildfire Risk Assessment, or the Service does not guarantee that a fire, injury, death, and/or property damage or loss will not occur.

  1. Third Party Products and Services; Third Party Materials.  

Terms regarding products, services, and materials provided by third parties.        

The Service may enable access to products and services from third parties (i.e., not provided by Wuuii or WDW) (collectively and individually, “Third-Party Products and Services”). Use of Third-Party Products and Services may require Internet access and your acceptance of additional terms of service and additional third party privacy policies.  You agree that you will use and acquire any Third-Party Products and Services at your sole risk and that we have no responsibility or liability for them.

You may receive, or may have already received, materials regarding the Service from third parties, and the Service may also display, include, or make available content, data, information, applications, or materials from third parties or provide links to third-party websites, such as materials provided by the County of Sonoma, including but not limited to SoCoAdapts materials, wildfire risk maps, list of treatments eligible for reimbursement, and approved vendor lists (collectively, “Third-Party Materials”). You acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials.

  1. Our Use and Storage of Your Data.

You may provide, and you authorize us and our third party contractors to collect, data, including but not limited to personal data, as part of the Service. We may use it to provide you the Service and create Anonymous Data.

  1. Your Data. You may provide and you authorize us and our third party contractors to collect your information, including but not limited to personal information such as name, address, email, or phone number, and any information necessary for obtaining a Wildfire Risk Assessment, such as property access instructions and data, information, photographs, and other content related to your premises (collectively “Your Data”) as part of the Service.  You agree that you have the right to provide and update, and we and our third party contractors have the right to collect Your Data through the Service.  

  1. Restrictions on Content. You may not provide any data, information or other content protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.  You are solely responsible for ensuring that Your Data does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, or other intellectual property right of any third party, (ii) contain anything that is obscene, defamatory, harassing, offensive, or malicious, or (iii) knowingly violates any federal, state, or local laws or regulations governing the storage and/or transmission of protected data.

  1. Madronus’s use of Your Data. You hereby acknowledge and agree that Madronus’s performance of this Agreement will require Madronus to process, transmit, and/or store Your Data. By submitting data to Madronus, you agree that Madronus and its affiliates may process, transmit, and/or store data for the purpose of enabling Madronus to offer and provide the Service to you under this Agreement. You further acknowledge and agree that sharing Your Data with Madronus will incidentally improve the Service and its algorithms.

  1. Anonymous Data. You agree and hereby grant to us a non-exclusive, sublicensable, transferable, fully-paid, royalty-free, irrevocable, and worldwide license to use Your Data to compile and synthesize aggregated and/or de-identified information (“Anonymous Data”) To the extent that Madronus collects or generates Anonymous Data, such Anonymous Data will be owned solely by Madronus, provided that Madronus will ensure that identifying information is removed from Your Data.

  1. Privacy Policy. For information regarding our collection and use of Your Data and other information you provide, see our Privacy Policy, which is incorporated into this Agreement by this reference. You agree that Madronus may access, retain, and disclose information you provide in accordance with the terms of its Privacy Policy.  

  1. Compliance.

You agree to read and follow all laws and rules that may apply to you.

  1. You certify that you have no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude you from complying with the provisions hereof, such as an agreement or covenant with a property owner or homeowners association.  You further certify that you will not enter into any such conflicting agreement during the term of this Agreement.

  1. You represent and warrant that you will comply with all applicable laws, city ordinances (such as zoning laws and regulations), and other rules and regulations.  In addition, certain local laws may also apply. You are solely responsible for identifying, reading, understanding, and complying with all laws, rules and regulations that apply to your use of the Service.  If you have questions about which local laws, rules, and regulations apply to you, you should seek legal guidance at your own expense.

  1. Limitations on Availability.  

The Service may not be available at all times and in all locations.

        

The Service is not available at all times, in all languages, or in all geographies. We are currently available only in the United States.  We make no representation that the Service will achieve any particular uptime or that the Service is appropriate or available for use in any particular location. You use the Service at your own initiative.  We may also impose limits on the use of or access to the Service as required by law.  Use of the Service is void where prohibited.

  1. Term and Termination.

This Agreement is in effect until it is terminated. Either you or we may terminate this Agreement.

This Agreement is effective upon our acceptance after you indicate your assent and provide any required information to initiate your account and will continue until terminated by either you or us, subject to the terms on cancelling as set forth above. In addition, Madronus may terminate this Agreement immediately if you are in material breach of any term of this Agreement or if it ceases to support the Service.  Madronus reserves all rights and remedies available under law or equity, including the right to seek damages and injunctive relief for breach or threatened breach of this Agreement.  Upon termination of the Agreement, all rights granted to you under this Agreement will cease and we will no longer provide you with the Service.  Sections 4-6, 7 (as to amounts owed as of termination), 10, 11, and 14-21 shall survive any termination or expiration.  All other rights and obligations shall be of no further force or effect.

  1. Disclaimers and Limitations of Our Liability.

We disclaim all warranties.  You assume certain risks.  Our liability to you is limited.

This section is important – please read it carefully.  It limits Madronus’s liability (and the liability of its affiliates) to you. These disclaimers and limitations apply only to the extent permitted by applicable law. Some jurisdictions do not allow disclaimers of implied warranties or limitations of liability, so this Section may not apply to you.

  1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE, IS PROVIDED "AS IS" AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM, ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT.  

  1. Assumption of Risk.  YOU ACKNOWLEDGE AND AGREE THAT THERE ARE CERTAIN INHERENT RISKS INVOLVED IN LIVING IN AN AREA PRONE TO WILDFIRES AND IN OWNING PROPERTY IN GENERAL.  THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO (i) DAMAGE TO PERSONAL OR REAL PROPERTY, AND (ii) INJURY, ILLNESS, SICKNESS AND EVEN DEATH TO YOU OR OTHER PERSONS ON YOUR PROPERTY. YOU, ON BEHALF OF YOURSELF AND YOUR SUCCESSORS AND ASSIGNS, HEREBY (a) ACKNOWLEDGE AND AGREE THAT YOU ACCEPT SUCH RISKS, AND (b) YOU FULLY AND UNCONDITIONALLY RELEASE AND FOREVER DISCHARGE MADRONUS, ITS OWNERS, PRESENT AND FORMER DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, AND INSURERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS ASSOCIATED WITH YOUR USE OF THE SERVICE AND ANY ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON RECOMMENDATIONS BY THE SERVICE.

  1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL MADRONUS BE LIABLE FOR (a) PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF MADRONUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) ANY DAMAGES WHATSOEVER ARISING OUT OF TRANSACTIONS YOU CONDUCT WITH THIRD PARTIES THROUGH THE SERVICE. IN NO EVENT SHALL MADRONUS’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY CAUSED BY MADRONUS) EXCEED THE GREATER OF: (I) U.S. $50.00, OR (II) THE TOTAL DOLLAR VALUE OF FEES PAID BY YOU, IF ANY, IN THE 12 MONTHS PRIOR TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

  1. Modifications.

        

The Agreement may be changed.

We may change the terms of this Agreement from time to time. Any change will be effective when we notify you of the change (via an update delivered by email or through the Service) and you signify your acceptance of the changed terms (via email, text, an electronic click-to-accept method, or by continuing to use the Service after such notice).

        

  1. Force Majeure.

Neither of us will be in breach of this Agreement due to forces beyond our control.

Neither party will be in default for failing to perform any obligation, other than payment of monies, if the failure is caused solely by conditions beyond the parties’ respective control, including acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, illegal acts of third parties, failure of the public Internet or changes in the accessibility of third party websites, power outages, labor disputes or governmental demands or restrictions.

  1. Governing Law, Forum and Venue.

California law controls this Agreement.  Any disputes will be conducted through arbitration in California.        

This Agreement will be construed in accordance with and governed by the laws of the State of California, without regard to conflicts of laws principles. Any dispute, controversy or claim arising out of this Agreement will be settled by binding confidential arbitration pursuant to the Rules of the American Arbitration Association (“Rules”) then in effect.  Notwithstanding those Rules, the following provisions will apply to such arbitration: (a) the arbitration will be conducted by a single arbitrator, (b) the fees of the arbitrator shall be equally borne (50/50) by the parties, (c) the proceedings shall be in the English language and shall take place in Santa Clara County, California, or another location reasonably convenient to both parties, and (d) the arbitrator shall have the power to determine issues of arbitrability. The arbitrator shall reach a binding decision regarding the issues presented as it deems fair, reasonable and appropriate, and such decision shall have the full force and effect of a binding judgment, which may be entered in any court having proper jurisdiction.  Each party may seek injunctive relief in any court of competent jurisdiction. The parties agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis.  If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only.

  1. Assignment.  

We may assign this Agreement.  You cannot assign it unless you get our permission.

We may freely transfer or assign this Agreement and any of our rights or obligations.  You may not transfer or assign this Agreement or any of your rights or obligations without our prior written consent, and any attempt to do so will be null and void.

  1. Interpretation.

This is how to interpret this Agreement.

This Agreement, and the documents we reference in this Agreement, is the entire agreement between you and us regarding the Service. Our failure to exercise or enforce any right will not operate as a waiver of such right. Headings and the summaries before each section of this Agreement are provided for convenience and to aid in readability only.  These headings and summaries have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void, or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.  

  1. Contact Us.

Call or email us with questions.

If you have any questions regarding this Agreement, Wuuii can be reached at: support@madronus.com