WiseStamp Publisher Agreement
WiseStamp Publisher Agreement
Last Revised: April 8, 2012
WiseStamp Ltd. and its affiliates (“Company” or “we”) welcome you, a company or an individual that is using the Company’s platform to generate an Email App (“Publisher” or “you”) to its Email Apps Technology service (the “Service” or “Platform”) available at [http://apps.WiseStamp.com] (the “Site”), which allows you to create Email Apps that include content or media such as your title, description, image, logo, links, products and Publisher name, all in your sole control under the terms and conditions of this Publisher Agreement.
You may not use the Service if (a) you are not of legal age to form a binding agreement with Company, or (b) you are a person who is either barred or otherwise legally prohibited from using Company’s Service under the laws of the country in which you are resident or from which you access or use the Service.BY CREATING A PUBLISHER ACCOUNT, CREATING AN EMAIL APP, CONNECTING TO, ACCESSING OR USING THE SITE OR THE SERVICE, THE PUBLISHER ACKNOWLEDGES THAT THE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN THE COMPANY AND ANY PUBLISHER ACCESSING OR USING THE SITE OR THE SERVICE OR CREATING AN EMAIL APPLICATION.BY CREATING A PUBLISHER ACCOUNT, CLICKING, ACCESSING OR USING THE SERVICE OR PUBLISHER ACCOUNT OR BY CREATING AN EMAIL APPLICATION, YOU AGREE THAT THE COMPANY WILL TREAT YOU AS A PUBLISHER ON THE PLATFORM FROM THAT POINT FORWARD.IF YOU CONSENT TO THIS AGREEMENT ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR CONSENT TO THIS AGREEMENT WILL BE TREATED AS THE CONSENT OF THE BUSINESS. IN THAT EVENT, PUBLISHER AND/OR YOU AND/OR YOUR WILL REFER AND APPLY TO THAT BUSINESS.
- The Service
We offer Publisher software and tools to create and/or distribute an Email Application that includes Publishers’ content (such as links, products, etc.) (“Email App” or “Application”) through our Service, for use on Email & webmail platforms and/or software, the Internet, mobile phones and/or any other current or future media platform. The Email App will be available to users that install, use and/or add such Email App on the Service (“End User” or “User”).
Publisher will not make any representations, warranties or agreements on behalf of Company in the Publisher privacy policies.
When Publisher registers on Service, Publisher will be provided with or may chose a username and password to enable it to create and access its online account available on the Service (“Publishers Account”).
Publisher agrees to provide accurate, current and complete information during the registration process and to keep such information up to date. Company reserves the right to suspend or terminate the Publisher Account if it has reasonable believe that any information provided during the registration process or thereafter is false, misleading, or incomplete.
Publisher is responsible for safeguarding and maintaining the confidentiality of its username, password and corresponding Publisher Account information.
Publisher agrees that it is entirely and solely responsible for any and all activities or actions that occur under its Publisher Account.
Company reserves the right to: (a) determine which feature, services, products, software or other tools will be available for Publisher’s use via the Platform; and (b) add, change or remove any Content (as defined below in Sec. 8), materials and/or functionality made available in the Application or in the Service at any time, with or without any reason without prior notice.
Notwithstanding the foregoing, the Publisher Content (as defined below in Sec. 8) will not be modified, but the format as provided in the Application may change as a result of the technical removal or addition of a functionality or element of Company’s Service.
The Site, the Service the Application and the Intellectual Property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, copyrightable materials, graphics, text, designs (including the “look and feel” of the Site), specifications, methods, procedures, algorithms, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered (collectively, “Intellectual Property”), are owned and/or licensed to the Company and subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions.
Except as expressly granted in this Agreement, as between Company and Publisher, Publisher retains all right, title and interest in and to the Publisher Content and its Marks (as defined below).
Publisher shall not remove, obscure or alter any notices of Intellectual Property rights or disclaimers appearing in or on any Content provided by Company, whether available via an Application or otherwise.
The Service allows you to upload, post, publish and make available through it, Publishers copyrightable materials such as recommendations, comments, images, graphic, data information, software, audio or video, and other proprietary materials, including without limitation links to copyrightable materials (the “Content” or “Publisher Content”).
As long as your Content is subject to the applicable copyright law, such Content shall remain at all times, and to the extent permitted by law, your sole and exclusive property.
Publisher understands and agrees that Publisher is solely responsible for its Content and the consequences of posting or publishing such material in any way.
Publisher agrees that it will not post or upload any Content which is unlawful for you to possess, post or upload in the country in which you are resident, or which it would be unlawful for the Company to use or possess in connection with the Site or the Service. Company explicitly reserves the right to remove the Content without a prior notice, at its sole discretion.
When Publishers uploads, posts, publishes or makes Content available on the Site or through the Service, it grants to the Company an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, transmit, prepare derivative works of, display, make available to the public and perform that Content in connection with the Site or the Service, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels known today and developed in the future.
Marketing Trademarks and Trade names. “WiseStamp” and all other proprietary identifiers used by the Company in connection with the Site and the Service (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site belong to their respective owners (“Third Party Marks” or “Publisher Mark” and collectively “Marks”). Subject to the terms and conditions of this Agreement, parties grant a limited, worldwide, non-sub licensable, non-exclusive license to use the other party’s Marks solely to engage in the marketing and promotional activities set forth in this Agreement. Any use of Company Trademark and\or Marks must be in accordance with applicable law and with respect to Company Trademark, solely in accordance with Company’s trademark policy.
Grant of License
6.1 Subject to the terms and conditions of this Agreement, Company hereby grants to Publisher a limited, non-exclusive, non-assignable, non-sub licensable, non-transferable license to:
Use the software and tools that are provided as part of the Service to create, implement and manage an Email Application.
Distribute and administer the Application.
Access and use the Service to the extent permitted hereof.
Publisher may not make any use of the Service in whole or in part in any manner not expressly permitted under this Agreement.
6.2 Publisher hereby grants to Company and its affiliates a worldwide, royalty free, non-exclusive license (with the right to sublicense) to:
Use, reproduce, modify, distribute, perform, transmit, display and access Publishers Content (as defined below in section 8) which Publisher has added to the Platform solely for the purposes of making the Publishers Application available on the Company’s Service.
Distribute the Publisher Application, including without limitation bundling and distributing the Publisher Application with other software owned by or licensed to the Company.
Access the Application as set forth in this Agreement, including without limitation to run any queries necessary to confirm Publisher’s compliance with the terms and conditions of this Agreement or to implement any changes or updates to an Application.
Publisher will not attempt to interfere with or disrupt the Service or attempt to gain access to any systems or networks that connect thereto.
There are certain conducts which are strictly prohibited on the Platform and the Site. Please read the following restrictions carefully. Your failure to comply with any of the provisions set forth herein may result in the termination of your access to the Platform and/or Site and/or Service and/or Publisher Account and/or Application, and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf:
Use the Site, the Service or the Application for any illegal, unlawful or unauthorized purposes;
Use the Site, the Service or the Application in any form of spam, unsolicited mail or a similar conduct;
Use the Services or the Application in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.
Bundle an Email App with other downloadable software of any kind whatsoever (e.g. toolbars, coupons, etc) without Company’s prior written consent.
Mislead any User to believe that any link included in the Application shall redirect such User to a webpage which is different than the actual webpage such link leads to.
Transfer, sublicense, lease, lend, rent or otherwise distribute the Service to any other person or entity
Interfere with or violate Users’ rights to privacy and other rights, or harvest or collect data and information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other automatic device, process or method to access the Site or the Service and retrieve, index and/or data-mine information;
Interfere with or disrupt the operation of the Site, the Service or the servers or networks that host the Site and the Service, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;
Impersonate any person or entity or provide false information on the Site or through the Service, whether directly or indirectly;
Falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company or any third party endorses you, your website, your business or any statement you make, or present false or inaccurate information about the Site or the Service;
Transmit, distribute, display or otherwise make available through or in connection with the Site or the Service any content, including user generated content, which may infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content;
Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our platform infrastructure or that may otherwise adversely affect the User’s experience in connection with the Site or the Service;
Bypass any measures we may use to prevent or restrict access to the Site or the Service;
Copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Site or the Service in any way;
Create a browser, frame, border environment or GUI around The Site and/or the Service.
Confidentially. During the Term, Publisher may have access to certain non-public, proprietary, confidential and/or trade secret information of Company, whether written or oral, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information”). Publisher agrees: (i) not to disclose any of Company’s Confidential Information to any third parties; (ii) not to use any of Company’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; and (iii) to keep Company’s Confidential Information confidential using the same degree of care Publisher uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.
At any time during the Term, upon the written request of Company, Publisher shall return to Company, or destroy, in accordance with Company’s written instructions, all of Company’s Confidential Information in its possession, including any writing or recordings whatsoever prepared by Publisher based upon Company’s Confidential Information.
Unauthorized disclosure or use of Company’s Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. Publisher agrees and acknowledges that money damages are not a sufficient remedy for any breach of this Agreement by the Publisher and that Company shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.
Publisher shall keep in strict confidence and shall not disclose to any third party any of Company’s Confidential Information during the Term hereunder and for a period of three (3) years following the termination of this Agreement.
Use of the Service is currently provided free of charge but may not always be free of charge. The standard Email App is free of charge; however a custom made Email App might be billable by Company. Publisher acknowledges and agrees that it will not receive any compensation or cash payment from Company in connection with this Agreement or otherwise (including, but not limited to as the result of the creation, implementation or administration of the Application), unless explicitly agreed to by Company in written notice.
Company reserves the right to execute Revenue Share agreements with Publishers. For more information contact us at: [insert email address]
Publisher Promotion. Publisher may advertise and promote Company’s Service and Applications from Publisher’s website and any other online or offline properties (“Publisher Promotion”). The Publisher Promotion from Publisher’s website shall include a link to Company’s Service and Site.
Company’s Notice. In the event that an Application does not automatically include the notice “Powered by WiseStamp” (“Company’s Notice”), Publisher shall provide a Company Notice in a prominent and visible format in connection with any of Publisher promotion and where provided via a web page, Publisher will include a link to Company’s Site at the address [http://www.WiseStamp.com/]. Publisher may satisfy the requirements of this Section by using the following wording: “[Application name] Powered by WiseStamp”.
Company Promotion. Publisher agrees that Company may: (a) feature an Application in different marketing collaterals, including without limitation, newsletters, email or advertisement campaigns and web pages; (b) indentify Publisher as a user of the Service on Company’s Site and client lists, press releases, and in any other marketing; (c) publish a brief description highlighting Publisher’s Application and use of the (all together and each (“Company Promotion”). In the event that Publisher wishes to be excluded from any of Company Promotion, Publisher shall notify Company in written notice via the “Contact Us” link which is available at its Publisher Account. Unless otherwise agreed by parties, Publisher shall not be entitled to any compensation as a result of any of Company Promotion.
PUBLISHER REPRESENTATIONS AND UNDERTAKINGS
As a condition for your use of the Service and Site, you hereby represent, warrant, acknowledge and agree that:
You possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Site in accordance with these Terms, and to fully perform your obligations hereunder;
The execution of the Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject; and
You will not infringe or violate any of the Terms.
Company may remove any Content and/or discontinue your use of the Site or the Service in its sole discretion with or without any reason;
The Company may integrate commercials and advertisements, whether within or beside the Site or the Service. All the information contained in such commercials and advertisements belongs solely to the advertisers and the Company makes no warranties or representations as to such advertisements, whether or not the Company has control over such advertisements. The Company, advertisers and/or third-parties related thereto may be entitled to certain shares of the earnings for such commercials. You agree, acknowledge and consent that you will not be entitled to any compensation of any kind whatsoever with respect to such monetary amounts.
You will not encourages conduct that would be considered a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting, using or disclosing personal information from any individuals in violation of applicable law (“Prohibited Activity”).
You will not, and shall not allow any third party to: (i) engage in any Prohibited Activity in connection with the Service and Application; (ii) use an Application in any manner that constitutes Prohibited Activity; (iii) add to, post or make available via an Application or the Service any Prohibited Activity; or (iv) distribute the Application from a website that offers, distributes or promotes Prohibited Activity or as part of a promotion that includes Prohibited Activity. In the event that Prohibited Activity pertaining to any Application is detected, you shall immediately remove and resolve such Prohibited Activity.
You will not violates, misappropriates, or infringes any third party (including, without limitation, End Users) Intellectual Property rights, rights of privacy and publicity, or other proprietary or legal rights.
You shall not be involved in reward programs or actual monetary exchanges, without Company’s express written approval.
“Fraudulent Activity” means any of the following: (a) fictitious installations of the Application; (b) installing any program on an End User’s computer, without the End User’s prior consent; (c) automated and/or fraudulent clicks on: ads, sponsored links, sponsored search results, Application components, or such clicks for purposes other than retrieval of information in good faith; (d) using a promotion in connection with the Service and Application which violates any applicable law or regulation, or an existing agreement between Publisher and Company or which is not consistent with industry standards and good practices; (e) hacking the Service, Site and Application or any part thereof, or using the Service by creating an Application order to hack into public or private infrastructure or equipment; (f) using in the Service or on the Application or Site any material that contains software viruses or any other computer code, files or programs designed to interrupt, hijack, destroy or limit the functionality of any computer software, hardware, network or telecommunications equipment.
You will not engage in or encourage any other person or entity, including without limitation, End Users, to engage in Fraudulent Activity in connection with an Application or the Service. Without limiting any other terms of this Agreement or other remedies available to Company, in the event that Publisher or any other third party engages in any Fraudulent Activity, Company shall have the sole and exclusive right to disable the Application, suspend the Publisher Account or take any other applicable measures at its sole discretion.
You will not collect, transmit copy, use or commercialize in any manner any End User personally identifiable information.
You will not use the Service, Site or Application to offer, display, distribute, transmit, route, provide connections to or store any Content or any other material that infringes copyrighted works or otherwise violates or promotes the violation of the Intellectual Property rights of any third party.
Company has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of Publishers who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.
In compliance with the safe harbor provision(s) of the Digital Millennium Copyright Act of 1998 (“DMCA”), Company reserves the right to take down any and all Content posted via use of the Service, Site or the Application at any time in its sole discretion.
Without limiting other provisions herein, Publisher agrees to assist Company with any such compliance activities. Without limiting any other terms of this Agreement, if an Application allows End Users to offer, display, distribute, transmit, route, provide connections to or store any material or includes services through which other users can do the same, Publisher will: (i) adopt a policy that complies with the eligibility requirements for the DMCA safe harbors; (ii) reasonably enforce and implement said policy; and (iii) satisfy all other DMCA requirements for safe harbor eligibility, including, but not limited to, responding expeditiously to remove, or disable access to, material that is claimed to be infringing or to be the subject of infringing activity upon receipt of notification of claimed copyright infringement from us or a third party, as required by the DMCA.
The Company respects the intellectual property rights of others. If you believe that your work has been copied or otherwise used in a way that constitutes copyright infringement, please provide the following information in writing to the Company’s Copyright Agent: (i) the contact details of the person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit the Company to locate the material; (iv) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. The Company’s Copyright Agent can be reached through the following address:
Full Address: Hayarkon 70 Tel Aviv
Phone: +972- 52-8989-903
Email: admin <at> wisestamp . com
Disclaimer and Warranties
THE SITE AND THE SERVICE, INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SITE AND/OR THE SERVICE AT ANY TIME OR TO DISCONTINUE DISPLAYING OR PROVIDING ANY INFORMATION, CONTENT OR FEATURES WITHOUT A NOTICE TO YOU.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE OR THE SERVICE, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY, OR QUALITY OF THE SITE OR THE SERVICE. THE COMPANY DOES NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE MENTIONED IN ANY USER OR PUBLISHER CONTENT.
COMPANY DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO SO-CALLED “OPEN SOURCE” OR FREE SOFTWARE THAT MAY BE INCLUDED IN THE SERVICE. ANY OPEN SOURCE SOFTWARE THAT MAY BE ACCOMPANYING THE SERVICE IS LICENSED TO YOU IN ACCORDANCE WITH THE APPLICABLE OPEN SOURCE LICENSE OR COPYRIGHT NOTICE ACCOMPANYING SUCH OPEN SOURCE SOFTWARE AND COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU OR ANY THIRD PARTY RELATED THERETO. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT ALLOWABLE BY LAW, COMPANY MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT, OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO THE PERFORMANCE HEREUNDER, AND DISCLAIMS SUCH WARRANTIES. IN ADDITION, COMPANY DOES NOT REPRESENT OR WARRANT THAT: (I) THE OPERATION OF THE SERVICE OR ANY OF ITS PRODUCTS, SERVICES OR SOFTWARE WILL BE UNINTERRUPTED; (II) PUBLISHER WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM PUBLISHER’S USE OF THE WISESTAMP PLATFORM OR ANY APPLICATION; OR (III) ANY APPLICATION OR ANY CONTENT WILL BE MADE AVAILABLE VIA THE SERVICE OR OTHERWISE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO PUBLISHER.
PUBLISHER REPRESENTS AND WARRANTS THAT: (A) IT HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER AND THIS AGREEMENT IS A VALID AND BINDING AGREEMENT BY IT; (B) THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND THE PERFORMANCE BY IT OF ITS OBLIGATIONS HEREUNDER, WILL NOT CONSTITUTE A BREACH OR DEFAULT OF OR OTHERWISE VIOLATE ANY AGREEMENT TO WHICH SUCH PARTY OR ANY OF ITS AFFILIATES ARE A PARTY OR VIOLATE ANY RIGHTS OF ANY THIRD PARTIES ARISING THEREFROM; (C) ANY AND ALL ACTIVITIES IT UNDERTAKES IN CONNECTION WITH THIS AGREEMENT SHALL BE PERFORMED IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, DATA PRIVACY LAWS, RULE AND REGULATIONS; (D) THE PUBLISHER MATERIALS ARE AND WILL BE WHOLLY OWNED OR VALIDLY AND LEGALLY LICENSED FOR USE AS CONTEMPLATED BY THIS AGREEMENT DURING THE TERM OR ARE IN THE PUBLIC DOMAIN AND DO NOT AND WILL NOT, AT ANY TIME DURING THE TERM, INFRINGE OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHTS OF ANY PERSON OR ENTITY(E) AS BETWEEN PUBLISHER AND WISESTAMP, PUBLISHER IS SOLELY RESPONSIBLE FOR THE PUBLISHER MATERIALS, THE END USER CONTENT AND ANY CONTENT OR TECHNOLOGY EMBEDDED IN AN APPLICATION BY PUBLISHER OR OTHERWISE MADE AVAILABLE VIA AN APPLICATION BY PUBLISHER;
Limitation of Liability
THE USE OF THE SITE AND THE SERVICE IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SITE OR THE SERVICE, OR THE USE OR INABILITY TO USE THE SITE OR HE SERVICE, REGARDLESS OF WHETHER THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE LIABILITY IS MANDATORY, IN WHICH EVENT LIABILITY FOR DAMAGES SHALL BE LIMITED TO TEN US DOLLARS ($10).
You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Site or the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site or the Service. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Term and Termenation
This Agreement shall commence on the date Publisher agrees to the terms and conditions of this Agreement as set forth above and shall continue in force thereafter, unless terminated as provided herein.
Either party may terminate this Agreement upon five (5) days prior written notice to the other party for any reason and without liability for such termination.
Company may immediately suspend the Publisher Account or terminate this Agreement and disable the Application, in any one of the following instances: (a) if Publisher breaches any obligation, representation and/or warranty contained in this Agreement; (b) if Publisher engages in any acts prohibited by this Agreement; (c) if Publisher engages in any action that, in Company’s sole discretion, reflects poorly on Company or otherwise disparages or devalues Company’s reputation;
Upon the termination of this Agreement for any reason: (a) all rights and licenses granted hereunder by each party shall cease immediately, provided, however, that in the event that Publisher Content remain in the Application, Company shall have the right to transmit, display or modify such Publisher Content and other materials for as long as the Application is being used by any End User; (b) Publisher’s rights to use the Service or any part thereof in connection therewith and the Application, as permitted under this Agreement, shall cease immediately; (c) Publisher shall immediately cease using the download link to any Application; and (d) Company shall have the exclusive right to modify the Application or remove any Application from the Service and/or disable any Application. Company will not be liable to Publisher or any third party for termination of this Agreement or termination of Publisher’s access to the Service or the Application. UPON ANY TERMINATION OR SUSPENSION, ANY PUBLISHER MATERIALS OR INFORMATION WHICH IS RELATED TO THE PUBLISHER ACCOUNT MAY NO LONGER BE ACCESSED BY PUBLISHER. Furthermore, Company will have no obligation to maintain any information stored in its data centers related to the Publisher Account or to forward any information to Publisher or any third party.
These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
Any claim relating to the Site, Service, Application or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles.
Any dispute arising out of or related to the Site or the Service will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule.
If any provision of this Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Terms and will not affect the validity and enforceability of any remaining provisions.
No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
These Terms constitutes the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company.
For Information or Questions Please Contact:
Full Address: Hayarkon 70 Tel Aviv
Phone: +972- 52-8989-903
Email: admin <at> wisestamp . com