Last revised on: October 28, 2015
The website located at www.wizeline.com and any other website featuring this Agreement (the “Site“) are copyrighted works belonging to Wizeline, Inc. (“Wizeline“, “us“, “our“, and “we“). Wizeline provides a software-as-a-service platform (that may be made accessible via the Site, applications, and/or APIs in Wizeline’s sole discretion) that enables administrative users (each, an “Admin User“) to solicit and analyze product development feedback from specific individuals (each, an “Authorized User“) (collectively, with all other services provided through the Site, the “Services“). Certain features of the Services or Site may be subject to additional guidelines, terms, or rules, which will be posted on the Service or Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.
Account Creation. In order to use certain features of the Site and Services, you must register for an account with Wizeline (“Wizeline Account“) or be invited to use the Services as an Authorized User account by a Wizeline Account holder with the necessary privileges (“Admin Privileges“) and provide certain information about yourself as prompted by the registration form. You may be required to register your Wizeline Account using a third party single-sign on solution (e.g. Google Apps), and we may use information received from such third party to register you for a Wizeline Account. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. Wizeline may suspend or terminate your Wizeline Account in accordance with the section titled “Term and Termination”. You are responsible for maintaining the confidentiality of your Wizeline Account information and are fully responsible for all activities that occur under your Wizeline Account. You agree to immediately notify Wizeline of any unauthorized use, or suspected unauthorized use of your Wizeline Account or any breach of security. Wizeline cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Authorized User Invitations. If you have Admin Privileges, you may use your Wizeline Account to invite a set number of Authorized Users to use Wizeline Accounts in accordance with the terms of the relevant Order Form. If Wizeline has reason to believe or suspects that a Wizeline Account holder is using more than one Wizeline Account or is otherwise abusing access to Authorized User Wizeline Accounts, it may issue a warning and terminate the applicable Wizeline Account and any associated Authorized User Wizeline Accounts at any time in its sole discretion with no liability to any user of such Wizeline Accounts. If you wish to add additional Authorized Users beyond the number authorized in the relevant Order Form, you will be required to pay additional fees associated with the increased number of Authorized Users, prorated for the remainder of the term set forth in the Order Form.
Payment Terms. In consideration of your access and use of the Services and other rights granted to you, you agree to pay the fees for the Services in accordance with the relevant Order Form.
License and Availability. Subject to the terms of this Agreement, Wizeline grants you a non-transferable, non-exclusive, license to use the Site and Services for your internal business use. Wizeline uses commercially reasonable efforts to provide the Site and Services in accordance with its historic uptimes (99.9%).
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, or transfer the Site or Services; (b) you shall not modify, make derivative works of, or reverse engineer any part of the Site or Services; and (c) you shall not access the Site or Services in order to build a similar or competitive service. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof.
Modification. Wizeline reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Wizeline will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. In the event that Wizeline terminates your access to the Site or Services pursuant to this section, Wizeline will reimburse any unused fees already paid by you pursuant to the Services Agreement on a prorata basis.
Ownership. Excluding your User Content, you acknowledge that all intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and Services are owned by Wizeline or its licensors. The provision of the Site and Services does not transfer to you or any third party rights, title or interest in or to such intellectual property rights. Wizeline and its suppliers reserve all rights not granted in this Agreement.
Integration Support. Wizeline may perform certain on-site services as necessary to integrate the Services with your systems in accordance with the limited scope set forth in the applicable Order Form. Such services, if any, will be performed in a professional manner, in accordance with the terms of the applicable Order Form, and will be deemed accepted upon performance.
User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site or Services (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Wizeline. Because you alone are responsible for your User Content (and not Wizeline), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Wizeline is not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire.
License. You hereby grant, and you represent and warrant that you have the right to grant, to Wizeline an irrevocable, nonexclusive, sublicenseable, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform (solely via the Services to your Wizeline Account and your Authorized Users), prepare derivative works of, and otherwise use your User Content solely for the purposes of including your User Content in the Site and Services for use by your Wizeline Account and Authorized Users. You agree to irrevocably waive (and cause to be waived) any moral rights claims with respect to your User Content.
Feedback. If you provide Wizeline any feedback or suggestions regarding our Site or Services (“Feedback for Wizeline Improvements“), you hereby assign to Wizeline all rights in the Feedback for Wizeline Improvements and agree that Wizeline shall have the right to use such Feedback for Wizeline Improvements and related information in any manner it deems appropriate. You agree that you will not provide us with Feedback for Wizeline Improvements that includes any information or ideas that you consider to be confidential or proprietary.
Acceptable Use Policy
The following sets forth Wizeline’s “Acceptable Use Policy”:
You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is tortious or invasive of another’s privacy; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party (including privacy and export control laws and regulations).
In addition, you agree not to use the Site or Services to: (i) upload, transmit, or distribute viruses or any other software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services; (v) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Site or Services; or (vii) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services.
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your account in accordance with the section titled “Term and Termination”, and/or reporting you to law enforcement authorities) if Wizeline reasonably believes you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
Indemnity. You agree to indemnify and hold Wizeline (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your User Content, (iii) your violation of this Agreement; or (iv) your violation of applicable laws or regulations. Wizeline reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Wizeline. Wizeline will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Third Party Sites; Other Users
Third Party Sites. The Site might contain links to third party sites and services for third parties (collectively, “Third Party Sites“). Such Third Party Sites are not under the control of Wizeline and Wizeline is not responsible for any Third Party Sites. Wizeline does not review, approve, monitor, endorse, or make any representations with respect to Third Party Sites. You use Third Party Sites at your own risk. The applicable third party’s terms and policies apply to your use of such site, including any privacy and data gathering practices.
Other Users. Each Site user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other users are solely between you and such user. You agree that Wizeline will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we are under no obligation to become involved.
Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Site or Service users or Third Party Sites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Disclaimers. THE SITE AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation on Liability . IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID WIZELINE IN THE PRIOR 6 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Copyright Policy. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site and Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site and Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent: (1) your physical or electronic signature; (2) identification of the copyrighted work(s) that you claim to have been infringed; (3) identification of the material on our services that you claim is infringing and that you request us to remove; (4) sufficient information to permit us to locate such material; (5) your address, telephone number, and e-mail address; (6) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and (7) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Wizeline is: Adam Sewall
Choice of Law. The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for Santa Clara County for any lawsuit filed arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Wizeline is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Wizeline’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
Copyright/Trademark Information. Copyright © 2015, Wizeline, Inc. All rights reserved. All trademarks, logos and service marks (“Marks“) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Co-Marketing & Logo Use
Customer grants Wizeline the right to use Customer’s name, mark and logo on Wizeline’s website, in Wizeline marketing materials, and to identify Customer as a Wizeline Customer.
Address: 225 Bush Street, Suite 1350 San Francisco, CA 94104
Telephone: 1 415 373 6365
Fax: 1 415 513 1259