WISE SPACE USER LICENSE AGREEMENT
This User License Agreement ("Agreement") is between the individual or entity that accepts it ("You" or "Yours"), and Wise Space. You accept this Agreement by clicking an “agree” or similar button, where this option is provided by Wise Space, or if you install or use the Wise Space Widgets (the "Widgets") or any part of the Widgets. Your agreement to these terms also binds your authorized users, your company or organization. If you do not agree to the terms of this Agreement, do not accept it. Before accepting this Agreement, please carefully read it.
1.1. The right to use the Widgets, provided by Wise Space under this Agreement, is granted to you subject to the terms of this Agreement. This Agreement forms a legally binding contract between you and Wise Space in relation to your use of the Widgets.
1.2. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Widgets on behalf of your employer or other entity.
2. GRANT OF RIGHTS.
2.1. Wise Space hereby grants you a non-exclusive, non-transferable right, during the term of this Agreement, to install and/or use the Widgets solely for the purpose of displaying Interactive Content (as defined below) provided by Wise Space on your website (the "Website").
2.2. You shall permit Wise Space to utilize information provided to Wise Space by the Widgets in order to provide additional content (the “Interactive Content”) to end users visiting the Website (the "End Users"), which may be either (i) content owned by or licensed to you (“Your Content”), or (ii) content supplied to Wise Space by third parties.
2.3. Wise Space may make modifications, additions and upgrades to the Widgets, as it deems necessary. The terms of this Agreement will apply to any updates that Wise Space may make available to you. You agree that updates may affect your ability to use, access or interact with the Widgets. Wise Space is not obligated to provide any maintenance, technical or other support for the Widgets.
3. USE OF THE WIDGETS BY YOU.
3.1. You agree to use the Widgets only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the State of Israel or other relevant countries).
3.2. You agree that you shall not, and shall not permit any third party, directly or indirectly, to: (a) use, post or promote the Widgets or any Interactive Content in association with any material or content which is, or which may be reasonably considered to be illegal, unlawful or infringing under any applicable laws, pornographic, obscene, promotional of illicit drugs and drug paraphernalia, gambling-related, weapon or ammunition-related, violent, libelous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory (racially, ethnically or otherwise), in breach of confidence or any other right of any third party, or lacking in necessary authorizations, approvals, consents or licenses; (b) engage in any action or practice that disparages or devalues Wise Space, Widgets, the content provided to Wise Space by third parties, or the reliability, reputation or goodwill of any of them; (c) modify, change, edit, amend, truncate, alter, bypass or reorder any aspect of the Widgets or Interactive Content; (d) generate clicks on the Interactive Content, through any automated, deceptive, fraudulent or other means that is designed to generate clicks on the Interactive Content that are not the willing actions of human end users who possess an independent, genuine desire to engage with the content that appears on the relevant page(s), including but not limited to, through (i) repeated manual clicks, use of robots or other automated tools or computer generated requests, (ii) participation in pay-per-click programs, (iii) redirection of search requests to pages that do not contain content reasonably relevant to the search query, or (iv) the provision of consideration to any third party in exchange for the third party causing clicks on the Interactive Content to occur; (e) copy, crawl, index, cache or store any information derived by Wise Space, or contained in or concerning a Interactive Content; or (f) provide Wise Space with any personally identifiable information concerning any end user or other person.
4. YOUR UNDERTAKINGS.
4.2. You shall notify Wise Space in writing if you intend to place the Widgets: (a) on any Website page that uses pagination, fly-outs, interstitials or that refreshes the Widgets with each page view; or (b) a non-article page (e.g. a gallery or slideshow page), so that Wise Space can approve each such location and provide you with specific code for all such locations or pages. You (a) grant Wise Space the right during the term of this Agreement to interact with the Widgets on the Website for the purposes of developing and serving the Interactive Content to End Users, and (b) agree not to take any action that might impede the provision of Wise Space's services. You agree to maintain each placement of the Widgets on the Website throughout the term of this Agreement and to include an attribution to Wise Space in a form that has either been provided by Wise Space or approved by it in writing (the "Attribution"). Wise Space shall have the right to immediately remove the Widgets from the Website if you fail to include the Attribution. In addition, you agree that in order to facilitate the maintenance and optimization of Wise Space's services, Wise Space may conduct tests on how End Users interact with the Interactive Content. Without limiting the foregoing, you shall permit Wise Space to access your Content for indexing and other purposes related to provision of Wise Space's services, by providing Wise Space with an RSS feed or, with your approval, credentials that shall permit Wise Space to access your Content management system.
5. REVENUE SHARING.
5.1. As the sole and complete consideration in connection with this Agreement, you shall receive a 50% of the monthly revenue received by Wise Space from third parties, as a result of clicks made by End Users visiting the Website, on the Interactive Content (the "Revenue"), as shall be determined by Wise Space and reported on Wise Space’s analytic dashboard, after deduction of processing fees of up to 10% of the Revenue, which shall include, without limitation, credit card processing fees, bad debt, charge-backs, deductions, reversals, or credits and refunds to such third parties.
5.2. All payments shall be remitted to you in U.S. dollars within 30 days after the end of the calendar month in which a Revenue was generated, by way of a bank transfer to your bank account the details of which shall be provided by you to Wise Space, or by way of a third party payment provider such as PayPal. Each party will be responsible for paying its own taxes, charges and other mandatory payments resulting from the Revenue and/or this Agreement.
6.1. Each party hereto may terminate this Agreement at any time for any or no reason upon 24 hours prior written notice.
6.2. Upon expiration or termination of this Agreement, you agree to destroy all copies of the Widgets within your possession or control. Upon termination all rights and obligations pursuant to this Agreement shall immediately terminate, except for any provisions of this Agreement that are intended by their nature to survive termination, including Sections 6 (“Termination”), 9 (“Title”), 10 (“Confidential Information”), 11 (“Warranties and Limitations”), 12 (“Indemnification”) and 13 (“General”) hereunder, which shall survive the expiration or termination of this Agreement.
7. FEEDBACK.You hereby agree to provide Wise Space with feedback concerning the functionality and performance of the Widgets, from time to time, as reasonably requested by Wise Space, including, without limitation identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that you provide Wise Space in connection with the Widgets or the evaluation may be freely used by Wise Space to improve or enhance its products and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by you as aforesaid, shall vest solely with Wise Space.
8. INFORMATION COLLECTED.During the course of your use of the Widgets, Wise Space may collect information regarding the use of the Widgets, such as information on which tools and/or services in the Widgets are being used and how they are being used, connection time to Wise Space's server, etc. Any such information gathered by Wise Space will be used in connection with evaluating and improving Wise Space’s products and technology.
9.1. All right, title and interest (including any and all intellectual property rights) in the Widgets (and all copies thereof) and any improvements and enhancements thereto shall at all times remain with Wise Space and/or its suppliers and no license or right in the Widgets or under any Wise Space intellectual property rights is granted to you except as explicitly provided in Section 2 above.
9.2. You shall not and shall not permit any third party to: (a) engage in, cause, or permit the reverse engineering, disassembly, decompilation or any similar manipulation or attempt to discover the source code, structure, sequence or organization of the Widgets or any part thereof nor modify or adapt the Widgets; (b) bypass, alter, or tamper with any security or lockout features of the Widgets; (c) create any derivative work or translation of the Widgets; or (d) incorporate or combine the Widgets, with any open source software in such a way that would cause the Widgets, or any portion thereof, to be subject to all or part of the licence obligations or other intellectual property related terms with respect to such open source software.
9.3. Nothing in this Agreement gives you a right to use any of Wise Space's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
10. CONFIDENTIAL INFORMATION.
You acknowledge and agree that the Widgets was developed at considerable time and expense by Wise Space and contains valuable trade secrets and confidential information of Wise Space. Accordingly, you agree to maintain the confidentiality of any proprietary information received by you during, or prior to entering into, this Agreement, including, without limitation, the Widgets and any know-how disclosed by Wise Space, trade secrets and other proprietary information, that you should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information and all other information obtained during the use of the Widgets as permitted hereunder ("Confidential Information"). The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault by you. You agree not to use said Confidential Information for any purpose except as necessary to fulfill your obligations and exercise your rights under this Agreement. You shall protect the secrecy of and avoid disclosure and unauthorized use of Wise Space’s Confidential Information to the same degree that you take to protect your own confidential information and in no event less than reasonable care.
11. WARRANTIES AND LIMITATIONS.
11.1. You represent and warrant that (i) you own and operate the Website, (ii) your Material is either owned by you or properly licensed, (iii) you have the full right and authority to grant the rights granted hereunder, and (iv) your Material and Wise Space’s use of any of your Material will not infringe upon the rights of any third party.
11.2. WISE SPACE DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE WIDGETS, WHETHER EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, OR FROM A COURSE OF DEALING INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT OR THAT THE WIDGETS WILL PERFORM ERROR-FREE OR UNINTERRUPTED. NO INFORMATION OR ADVICE GIVEN BY WISE SPACE OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY.
11.3. You agree that the form and nature of the Widgets that Wise Space provides may change without prior notice to you. You agree that Wise Space may stop (permanently or temporarily) providing the Widgets (or any features within the Widgets) to you at Wise Space's sole discretion, without prior notice to you.
11.4. IN NO EVENT SHALL WISE SPACE OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR LOSS OR DAMAGES TO GOODWILL, IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WISE SPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES WILL WISE SPACE’S TOTAL AND AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE AMOUNT PAID BY WISE SPACE TO YOU IN THE SIX-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Wise Space, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (i) your breach or alleged breach of any of your representations, warranties or agreements, or (ii) a claim that the Website or any of its content (including your Material) violates a third party trademark, trade secret, copyright, patent or privacy right.
13.1. Wise Space may identify you on its website(s) and other marketing materials as a user of the Widgets.
13.2. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of this Agreement.
13.3. Wise Space may assign this Agreement without notice to you. You shall not assign this Agreement or your rights hereunder without the prior written consent of Wise Space (such consent may be withheld or conditioned at Wise Space's sole discretion) and any assignment without Wise Space's prior written consent shall be null and void and of no effect. Wise Space may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by its affiliates, contractors or subcontractors.
13.4. Wise Space may make changes to the Agreement as it distributes new versions of the Widgets. When these changes are made, Wise Space will make a new version of the Agreement available on the website where the Widgets is made available.
13.5. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law principles. All actions, suits or proceedings under or related to this Agreement shall be adjudicated in the courts of Tel Aviv, Israel, and the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
13.6. All notices permitted or required hereunder shall be in writing and shall be sent by facsimile, or personal delivery at the facsimile number, or address as either Party may specify. Notices sent to Wise Space shall be addressed to Wise Space Ltd., 530 Lytton Ave. Second floor. Palo Alto CA, 94301 United States and to your address as provided by you, or to the address otherwise designated from time to time in writing by the Parties. Any notices provided will be deemed as being received on the date of transmission of facsimile, e-mail, or personal delivery unless given outside normal business hours in which case such notice shall be deemed as being given on the next business day, provided that if any such notice fails to reach you because the information provided by you or on your behalf to Wise Space is not accurate or up to date, notice shall be deemed sufficiently delivered on the date it was sent.
Should you have any questions concerning this Agreement, or if you desire to contact Wise Space for any reason, please direct all correspondence to [email protected]