Effective Date:
1. ACCEPTANCE OF TERMS
By creating an account, accessing, or using WhyFire's services ("Services"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
WhyFire, LLC ("WhyFire," "we," "us," or "our") is located at PO Box 6202, Beaverton, Oregon 97007.
2. SERVICES OFFERED
WhyFire provides digital software platform services to the fireplace industry, including but not limited to:
Base Services:
- Online estimate generator tools
- Dealer management systems
- Product browsing and configuration tools
- Lead generation and analytics
- Consumer-facing estimator integrations
- Website development and services
Add-On Services (available with certain packages):
- Additional location/market coverage
- Custom branding
- Extended product catalogs
- Third-party integrations
- Training and onboarding support
Service features and availability are subject to your selected package and may be updated periodically. We will notify you of significant changes to your service level.
3. DATA OWNERSHIP AND USE
3.1 Customer Data Ownership: You retain ownership of all customer information, leads, estimates, configurations, website content, analytics data, and other business data ("Customer Data") entered into or generated through WhyFire Services. You shall have full access to export all Customer Data at any time during the term of these Terms.
3.2 WhyFire's Right to Use and Commercialize Data: To enable WhyFire to create valuable industry intelligence that benefits all dealers, you grant WhyFire a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, copy, store, analyze, aggregate, modify, and commercialize Customer Data for any purpose, including but not limited to:
- a. Data Products and Licensing: Creating, marketing, licensing, and selling industry reports, market intelligence products, benchmarking tools, predictive analytics, data visualizations, and any other data-driven products or services using aggregated and anonymized data.
- b. Analytics and Reporting: Creating industry trends, market forecasts, competitive analysis, benchmarks, and market intelligence using aggregated and anonymized data.
- c. Service Improvement: Improving WhyFire's platform, tools, features, and services based on usage patterns, customer behavior, and performance metrics.
- d. Marketing and Sales: Using aggregated statistics and anonymized insights for WhyFire's marketing materials, sales presentations, case studies, thought leadership content, and industry reports.
- e. Product Development: Developing new products, services, features, and capabilities based on insights derived from Customer Data, including but not limited to AI/machine learning models, recommendation engines, and predictive tools.
- f. Third-Party Partnerships and Revenue Generation: Sharing, licensing, selling, or otherwise commercializing aggregated and anonymized data insights, reports, or analytics products to manufacturers, distributors, industry associations, research organizations, financial institutions, investors, or any other third parties through data licensing agreements, subscription products, one-time reports, custom market analysis, consulting services, API access, or any other commercial arrangement. This includes providing manufacturers and other industry participants with market intelligence, competitive analysis, regional performance data, product preference trends, and strategic insights that may inform their business decisions, even if such insights could indirectly affect dealer competitiveness in the market.
- g. Derivative Works: Creating and commercializing any derivative works, analyses, insights, or intellectual property based on aggregated Customer Data.
3.3 Revenue and Compensation: Except as specifically provided in Section 3.15 (Data Commercialization Revenue Sharing), WhyFire has no obligation to share revenue, royalties, or any other compensation with you from the commercialization, licensing, or sale of aggregated and anonymized data products or services. All revenue generated from such activities, except for credits distributed under Section 3.15, is the sole property of WhyFire.
3.4 Data Upon Termination: Upon termination of these Terms:
- a. You shall have 60 days to export all Customer Data.
- b. WhyFire will provide you with an export of your Customer Data within 30 days of termination upon request.
- c. After 90 days, WhyFire may delete your individual Customer Data from active systems, but WhyFire retains the right to maintain aggregated and anonymized data derived from your usage indefinitely.
- d. All of WhyFire's rights under Section 3.2 survive termination of these Terms in perpetuity.
3.5 Anonymization and Aggregation: When WhyFire uses Customer Data for purposes outlined in Section 3.2, WhyFire will aggregate data from multiple sources and/or anonymize data such that individual businesses or customers cannot be reasonably identified, except where you have provided explicit written consent for identified use (such as in a case study, testimonial, or co-marketing arrangement).
3.6 Third-Party Sharing of Identifiable Data: WhyFire will not sell, license, or share your identifiable Customer Data (data that specifically identifies you or your individual customers) with third parties for their independent marketing or commercial purposes without your explicit written consent. However, WhyFire retains full rights to monetize, license, sell, and commercialize aggregated and anonymized data insights through any means and to any third parties without restriction or notification to you.
3.7 Security: WhyFire will implement commercially reasonable security measures to protect Customer Data from unauthorized access, use, or disclosure. However, you acknowledge that no system is completely secure and WhyFire cannot guarantee absolute security.
3.8 Analytics Access: You acknowledge that industry trends, benchmarks, competitive intelligence, and aggregated analytics provided through WhyFire Services may include data derived from other WhyFire customers, and you similarly contribute to these aggregate insights that may be provided to other customers or sold to third parties. As an active WhyFire customer, you will receive access to many of the industry reports and market intelligence products that WhyFire creates from this aggregated data.
WhyFire may license aggregated market intelligence to manufacturers, distributors, industry associations, and other fireplace industry participants to help improve product development, market understanding, and industry growth. These reports never contain dealer-identifiable information.
3.9 Compliance and Customer Consent: WhyFire will comply with applicable data protection laws in its use of Customer Data. You represent and warrant that you have obtained all necessary consents, authorizations, and permissions from your end customers for the collection, use, and processing of customer information through WhyFire's platform, including consent for WhyFire's use of such data as described in this Section 3.
3.10 Data Breach Notification: In the event of a data breach that compromises your identifiable Customer Data, WhyFire will notify you within 72 hours of discovery and will reasonably cooperate with you in any required notifications to affected parties.
3.11 Sublicensing: WhyFire may sublicense any of its rights under this Section 3 to affiliates, subsidiaries, contractors, or third-party service providers as necessary to exercise its rights under these Terms.
3.12 Platform Technology: All software, tools, designs, interfaces, algorithms, and technology used to provide the Services remain the exclusive property of WhyFire.
3.13 Non-Compete Use of Identifiable Data: During the term of these Terms and your active use of WhyFire Services, WhyFire will not use identifiable Customer Data (individual customer names, contact information, or specific project details) to:
- a. Directly solicit, market to, or contact your end customers for competing fireplace installation, service, or retail services
- b. Provide your customer lists or contact information to third parties for direct marketing purposes
- c. Enable third parties to directly contact your specific customers for competing services
This prohibition applies whether WhyFire provides such services directly or through affiliated entities.
This restriction does NOT limit WhyFire's right to:
- a. Use aggregated and anonymized data for any commercial purpose, including selling market intelligence, competitive analysis, regional performance reports, product preference data, and strategic insights to manufacturers, distributors, or other industry participants, even if such insights may inform business decisions that indirectly compete with dealers
- b. Provide Services to other dealers, manufacturers, or industry participants in the same geographic markets
- c. Develop, operate, consult for, or partner with any businesses that serve the fireplace industry, including manufacturers, distributors, or competitors
- d. Conduct custom market analysis, consulting services, or strategic advisory work for manufacturers, distributors, or other parties using aggregated data
- e. Use general market intelligence derived from aggregated data to inform any business activities or partnerships
This non-compete restriction expires upon termination of these Terms.
3.14 Distinction Between Identifiable and Aggregated Data Use: To clarify the boundaries of data usage:
Prohibited Use (Identifiable Data): WhyFire will not provide ABC Fireplace & Hearth's customer list, John Smith's contact information, or details about Jane Doe's specific $15,000 fireplace project to any third party for direct marketing or competitive purposes.
Permitted Use (Aggregated Data): WhyFire may inform a manufacturer that "the Portland metro area shows 60% preference for gas fireplaces over wood, with an average project value of $12,000" or provide regional market analysis that helps manufacturers make strategic decisions about product development, dealer support, marketing investments, or market entry strategies, even if this analysis indirectly impacts dealer performance or competition.
The value of WhyFire's platform is enhanced by this data intelligence ecosystem, where aggregated insights benefit the entire industry including dealers, manufacturers, and end customers through better products, more informed decisions, and improved market understanding.
3.15 Data Commercialization Revenue Sharing: To recognize the value of active dealer participation in WhyFire's data ecosystem, WhyFire will provide account credits to active dealers when WhyFire receives payment for custom market analysis, consulting projects, or commissioned research reports that exceed $50,000 in total project value.
- Eligibility: Only dealers with active, paid WhyFire subscriptions at the time the project payment is received are eligible for credits.
- Credit Amount: Eligible dealers will receive a pro-rata credit applied to their next monthly invoice, distributed proportionally based on the volume of data each dealer has contributed to the WhyFire platform during the 12 months preceding the project.
- Total Pool: The aggregate credit pool for each qualifying project will equal 10% of the project revenue received by WhyFire.
- Distribution: Credits will be calculated and applied within 60 days of WhyFire receiving project payment. WhyFire will notify eligible dealers of credit amounts via email.
- Exclusions: This revenue sharing does not apply to: (a) subscription-based data products or ongoing licensing agreements; (b) WhyFire's internal use of data for platform improvements; (c) free or promotional reports; (d) projects valued under $50,000; or (e) dealers who have opted out of data commercialization under Section 3.16.
- No Obligation: WhyFire has no obligation to pursue, accept, or complete any specific consulting projects or custom analysis work.
3.16 Data Commercialization Opt-Out Option: Dealers may elect to exclude their Customer Data from third-party commercialization activities described in Section 3.2(f) by negotiating a Data Privacy Premium with WhyFire.
- Opt-Out Terms: Dealers interested in opting out of data commercialization must contact WhyFire to negotiate terms. The Data Privacy Premium will be individually negotiated based on factors including service package level, data volume, market significance, and term commitment.
- Effect of Opt-Out: Dealers who opt out and pay the Data Privacy Premium will have their identifiable and aggregated Customer Data excluded from:
- Custom market analysis and consulting projects sold to third parties
- Licensed data products and reports sold to manufacturers, distributors, or other industry participants
- Any commercialization activities involving their specific data
- Retained Rights: Even with opt-out, WhyFire retains the right to use Customer Data for:
- Improving WhyFire's platform and services for all users
- Providing aggregate industry benchmarks and trends within the WhyFire platform to all active dealers
- Internal analytics and product development
- Ineligibility for Revenue Sharing: Dealers who opt out of data commercialization are not eligible for credits under Section 3.15.
- Historical Data: Opt-out applies prospectively from the effective date of the opt-out agreement. Data contributed prior to opt-out remains subject to WhyFire's commercialization rights under Section 3.2, though WhyFire will use commercially reasonable efforts to exclude historical data from new projects where feasible.
4. FEES AND PAYMENT
4.1 Service Fees:
Current pricing structure (subject to change with 30 days notice):
| Service Package |
Setup Fee |
Monthly Fee per Location |
| Fireplace Finder |
$1,999 |
$199 |
| Online Estimator |
$3,999 |
$299 |
| WhyFire Website |
$7,599 – $14,999 (excluding custom projects) |
$399 |
| Enterprise Project |
Custom |
Custom |
Add-On Services: Pricing varies by add-on. See current pricing at time of selection.
4.2 Billing Cycle:
- Setup Fees are charged upon service activation and are subject to the refund policy in Section 4.5
- Monthly Service Fees are billed on the 1st of each month via credit card on file
- Initial billing begins when your platform is built out and the initiation email is sent to you
- If service activation occurs mid-month, the first month's fee will be prorated based on the activation date
4.3 Payment Terms:
- All fees are in USD
- Payment is due on the 1st of each month
- If payment is not received within 10 days of the due date:
- Services may be suspended
- A late fee may be applied
- You may be subject to interest on overdue amounts at 2% per year, or the maximum percentage allowed under applicable Oregon law, whichever is less
4.4 Collection Costs: You shall pay all costs of collection for unpaid fees, including reasonable attorney fees.
4.5 Refund Policy:
Monthly Service Fees: Monthly Service Fees may be refunded within the first 60 days of service if you are not satisfied.
Setup Fees: Setup fees are partially refundable according to the following schedule:
- 50% refundable if you terminate within the first 30 days of service activation
- 25% refundable if you terminate within 31-60 days of service activation
- Non-refundable after 60 days of service activation
To request a setup fee refund, you must provide written notice of termination to WhyFire and return any setup deliverables (such as website credentials, custom integrations, or training materials) in the condition received.
5. TERM AND TERMINATION
5.1 Term: These Terms begin when you create an account and continue until terminated by either party.
5.2 Service Changes:
- You may upgrade or downgrade your Service Package at any time with 30 days written notice
- Service changes may require a new service agreement or addendum
- Downgrading from Premium/Enterprise to Professional may result in loss of access to certain features
5.3 Termination by You: You may terminate your service at any time with 30 days written notice. You remain responsible for any fees incurred through the end of the notice period.
5.4 Termination by WhyFire: We may terminate or suspend your access immediately, without prior notice, if:
- You breach these Terms
- Your payment is more than 30 days overdue
- You engage in fraudulent or illegal activity
- You misuse the Services in a way that harms WhyFire or other users
5.5 Effect of Termination:
- You lose access to the Services immediately upon termination
- You remain responsible for all fees accrued through the termination date
- You have 60 days from termination to export all Customer Data
- We will assist with data export upon request within 30 days of termination
- We may delete your data 90 days after termination
6. ACCEPTABLE USE
6.1 Permitted Use: You may use the Services only for lawful business purposes related to the fireplace and hearth industry.
6.2 Prohibited Activities: You may not:
- Use the Services for any illegal purpose
- Attempt to gain unauthorized access to our systems or other users' data
- Reverse engineer, decompile, or disassemble any portion of the Services
- Remove or obscure any proprietary notices from the Services
- Use the Services to transmit viruses, malware, or harmful code
- Resell or redistribute the Services without written permission
- Use automated systems to scrape or extract data from the Services
- Impersonate WhyFire or another user
- Interfere with or disrupt the Services
6.3 Account Security: You are responsible for:
- Maintaining the confidentiality of your account credentials
- All activities that occur under your account
- Notifying us immediately of any unauthorized use
7. SERVICE LEVEL AND SUPPORT
7.1 Availability: We strive to maintain 99% uptime for our Services, excluding scheduled maintenance. We do not guarantee uninterrupted access.
7.2 Scheduled Maintenance: We may perform scheduled maintenance with advance notice when possible. Emergency maintenance may occur without notice.
7.3 Support:
- Professional Package: Email support during business hours (response within 48 hours)
- Premium Package: Priority email support (response within 24 hours)
- Enterprise Package: Dedicated account management and phone support
7.4 Updates: We may update, modify, or discontinue features of the Services at any time. We will provide notice of significant changes that materially reduce functionality.
8. INTELLECTUAL PROPERTY
8.1 WhyFire Property: All rights, title, and interest in the Services, including all software, designs, trademarks, and technology, remain the exclusive property of WhyFire.
8.2 Your Property: You retain all rights to your data, pricing information, branding, and content provided to WhyFire.
8.3 License to You: Subject to these Terms and your payment of fees, WhyFire grants you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes.
8.4 License to WhyFire: You grant WhyFire a limited license to use, store, and process your data solely as necessary to provide the Services to you.
8.5 Feedback: If you provide suggestions, ideas, or feedback about the Services, WhyFire may use such feedback without any obligation to you.
9. WARRANTIES AND DISCLAIMERS
9.1 Limited Warranty: WhyFire warrants that the Services will perform substantially in accordance with the service description for your selected package.
9.2 DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9.3 No Guarantee of Results: WhyFire does not guarantee that the Services will:
- Meet your specific requirements
- Result in increased sales or leads
- Be error-free, secure, or uninterrupted
- Provide accurate estimates or data (accuracy depends on data you provide)
9.4 Third-Party Services: The Services may integrate with third-party services. WhyFire is not responsible for the performance or availability of third-party services.
9.5 Your Responsibility: You are solely responsible for:
- The accuracy of pricing and product data you provide
- Reviewing estimates and quotes generated by the Services before presenting to customers
- Compliance with applicable laws in your use of the Services
10. LIMITATION OF LIABILITY
10.1 Limitation of Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHYFIRE'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO WHYFIRE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.2 Exclusion of Damages: IN NO EVENT SHALL WHYFIRE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
- Loss of profits, revenue, or business opportunities
- Loss of data or information
- Cost of substitute services
- Business interruption
- Loss of goodwill or reputation
EVEN IF WHYFIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Basis of the Bargain: You acknowledge that the fees charged by WhyFire reflect this allocation of risk and that WhyFire would not provide the Services without these limitations.
10.4 Exceptions: The limitations in this Section do not apply to:
- Either party's breach of confidentiality obligations
- Either party's gross negligence or willful misconduct
- Either party's indemnification obligations
- Violations of applicable law that cannot be limited by contract
- Death or bodily injury caused by negligence
11. INDEMNIFICATION
11.1 Your Indemnification: You agree to indemnify, defend, and hold harmless WhyFire, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:
- Your use or misuse of the Services
- Your breach of these Terms
- Your violation of any law or regulation
- Your infringement of any third-party rights
- Content or data you provide to WhyFire
- Your customer's use of estimates or information generated by the Services
11.2 WhyFire's Indemnification: WhyFire agrees to indemnify you against claims that the Services infringe a third party's intellectual property rights, provided you:
- Notify WhyFire promptly of the claim
- Give WhyFire sole control of the defense and settlement
- Provide reasonable assistance in the defense
11.3 Remedy: If the Services are found to infringe, WhyFire may, at its option:
- Obtain a license for you to continue using the Services
- Modify the Services to make them non-infringing
- Replace the infringing component
- Terminate the Services and refund prepaid fees on a pro-rata basis
12. CONFIDENTIALITY
12.1 Confidential Information: Each party agrees to maintain the confidentiality of the other party's proprietary information, including but not limited to:
- For you: pricing strategies, customer data, business operations
- For WhyFire: software code, algorithms, technical specifications, business strategies
12.2 Obligations: Each party agrees to:
- Use Confidential Information only for purposes of these Terms
- Not disclose Confidential Information to third parties without written consent
- Protect Confidential Information with the same degree of care used for its own confidential information, but not less than reasonable care
12.3 Exceptions: Confidentiality obligations do not apply to information that:
- Is or becomes publicly available through no breach of these Terms
- Is rightfully received from a third party without confidentiality obligations
- Is independently developed without use of Confidential Information
- Must be disclosed by law or court order (with notice to the disclosing party if legally permitted)
12.4 Duration: Confidentiality obligations survive termination of these Terms for five (5) years.
13. DISPUTE RESOLUTION
13.1 Governing Law: These Terms are governed by the laws of the State of Oregon, without regard to conflict of law principles.
13.2 Venue: Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Multnomah County, Oregon, and both parties consent to the jurisdiction of such courts.
13.3 Informal Resolution: Before filing any formal dispute, you agree to contact WhyFire at support@whyfire.com and attempt to resolve the issue informally for at least 30 days.
13.4 Arbitration: If informal resolution fails, disputes shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted in Portland, Oregon. Each party bears its own costs, and the arbitrator's decision is final and binding.
13.5 Small Claims: Either party may bring an action in small claims court for disputes within that court's jurisdiction.
13.6 Injunctive Relief: Either party may seek injunctive relief in court for breaches related to intellectual property or confidentiality.
14. GENERAL PROVISIONS
14.1 Entire Agreement: These Terms constitute the entire agreement between you and WhyFire regarding the Services and supersede all prior agreements and understandings.
14.2 Amendments: WhyFire may modify these Terms at any time by posting updated Terms on our website. We will notify you of material changes via email at least 30 days before they take effect. Your continued use of the Services after changes take effect constitutes acceptance.
14.3 Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
14.4 Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
14.5 Assignment: You may not assign or transfer these Terms without WhyFire's prior written consent. WhyFire may assign these Terms without restriction. Any attempted assignment in violation of this section is void.
14.6 Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.
14.7 Relationship: The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
14.8 Notices: All notices under these Terms must be in writing and sent to:
- For WhyFire: PO Box 6202, Beaverton, Oregon 97007 or support@whyfire.com
- For you: The email address associated with your account
14.9 Export Compliance: You agree to comply with all applicable export and import laws and regulations.
14.10 Survival: Sections 3 (Data Ownership), 4 (Payment obligations for services rendered), 8 (Intellectual Property), 9 (Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), 13 (Dispute Resolution), and 14 (General Provisions) survive termination of these Terms.
15. ELECTRONIC SIGNATURE AND CONSENT
15.1 Consent to Electronic Transactions: By creating an account and checking the agreement box, you consent to conduct this transaction by electronic means and agree that electronic signatures, records, and contracts have the same legal force and effect as traditional paper documents and handwritten signatures.
15.2 Legal Framework: This Agreement is subject to the Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. § 7001) and applicable state electronic signature laws, including the Uniform Electronic Transactions Act (UETA).
15.3 Signature Confirmation: By typing your name in the signature field and checking the agreement box during account creation, you acknowledge that this constitutes your legal electronic signature and binding acceptance of all terms and conditions in these Terms of Service.
15.4 Record Retention: We will provide you with a copy of these Terms, and you should retain a copy for your records. You may download or print these Terms at any time.
16. CONTACT INFORMATION
For questions about these Terms or the Services, contact:
WhyFire, LLC
PO Box 6202
Beaverton, Oregon 97007
Contact: https://whyfire.com/contact/
Website: https://whyfire.com
By creating an account or using WhyFire's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
