Wibbitz Inc., located at 1 State Street, New York, NY 10004 (the “Company”, “we”, “our”), on behalf of itself and its affiliates, welcomes you (the “User(s)”, or “you”) to our website at https://www.wibbitz.com/ (collectively, the “Site”). The Site offers information regarding our company and our services to non-registered Users. Additionally, User may subscribe to, and use, our paid plans through the Site (the “Registered Users” and “Services”, respectively), as further detailed below.
Other than Section 2 below, the terms and conditions below apply to all of our Users (including Registered Users). Section 2 provides specific terms that apply to Registered Users who subscribe to our paid Services but does not apply to other Users of our Site.
- Acceptance of the Terms
In the event the Registered User, or it’s organization, entered into a separate commercial agreement with Wibbitz for the receipt of the Company’s Services, the terms and conditions (both commercial and legal) of the commercial agreement shall supersede these Term
The Site is available only to individuals who (a) are at least sixteen (16) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law. You hereby represent 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. If you are using the Site or Services on behalf of your organization, you hereby represent that you have the legal capacity to enter into these Terms on behalf of your organization, and to bind Users of your organization to these Terms.
- Paid Services for Registered Users
- Registered Users (please read the “Registration and User Account” section below) may subscribe to one or several of our Services that are described on the ordering page. The subscription fees associated with each of our Services and the payment terms are provided on the ordering page and may be updated by the Company from time to time.
- Standard support is provided by the Company in accordance with the support plan detailed in the ordering page.
- Once the Registered User selects a Services plan and provides his/her valid payment information, s/he may use the Service(s) during the selected plan period (the “InitialSubscription Period”). For example, if you paid for an annual plan, your subscription end date is one year after its start date; if you paid for a monthly plan your subscription end date is one month after its start date.
- Your subscription will be automatically renewed, and your payment method charged accordingly (subject to periodic updates and adjustments in the subscription fees) for successive periods of the same length as the Initial Subscription Period, unlessyou inform us in writing on or before the subscription end date that you do not wish to renew your subscription.
- Until your subscription is terminated by you, or by Wibbitz, you will continue to be responsible for the subscription payments, whether or not you use our Service(s). The subscription payments are non-refundable.
- An Account may be suspended or terminated, at the sole discretion of the Company and without notice. Grounds for terminating or suspension of your Account include, but are not limited to: suspected fraudulent or abusive behavior; behavior that is harmful to the Company, other Users or third parties; and/or suspected illegal activity.
Generating your Videos
- During the Initial Subscription Period, and any subsequent subscription periods, the Company grants you the non-exclusive, non-assignable, non-sublicensable and non-transferable right and license to access and use the paid Service for the purpose of generating videos (“Videos”). If included in your Services plan, this right and license will also include the right to copy, include, embed, distribute and make available the Wibbitz Media (as defined below) as an inseparable part of your Videos (but not as a standalone).
- The Videos may be generated with the use of texts, articles, photographs, images, illustrations, artwork, video, audio, creative, and other content provided by you (collectively, “User Media”) or us (“Wibbitz Media”), depending on your Service plan.
- The Registered User has all right, title and interest in the User Media, as well as in the Videos.
- The Videos may be used by Registered User for any purpose, including advertising or marketing purposes, provided that the Videos are not used for illegal purposes, or are presented in any media that may promote illegal activity.
- Registered User hereby represents and warrants that (i) it owns or maintains adequate rights in the User Media, including without limitation, the use thereof in connection with the Services, and (ii) it obtained any permissions, consents or licenses (as applicable) with respect to the use of the User Media in connection with the generation of the Videos.
- The Company hereby represents and warrants that (i) it owns or maintains adequate rights in the software and technology underlying its Services, (ii) it owns or maintains adequate rights in the Wibbitz Media, (iii) it obtained licenses for the use of any third party content that may be included in the Wibbitz Media, as to allow for the generation of Videos by the Registered User in accordance with this Section 2 and these Terms; and (iv) the Services will conform, in all material respects, with their descriptions on the ordering page.
- The Company may – solely for promotional purposes – on the Site, social media accounts of the Company or other promotional materials of the Company, (i) identify the Registered User (organization) as a User of the Services, and (ii) use the name, logo, or trademark of the Registered User (organization) in connection thereto.
- All Users of the Site
The Site may provide you with comprehensive information regarding the Company and its Services, as well as any other content related thereto such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the « look and feel » of the Site, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site (collectively, the “Content”).
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE ARE RESERVED TO THE COMPANY OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE CONTENT AVAILABLE THEREIN.
WE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS, COST OR EXPENSE INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH THE USE OF THE SITE AND/OR CONTENT.
- Use Restrictions
There are certain conducts which are strictly prohibited when using the Site. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at the Company’s sole discretion) in the termination of your use of the Site and/or Content and/or the Service and may also expose you to civil and/or criminal liability.
Unless otherwise explicitly permitted under these Terms or in writing by the Company, you may not (and you may not permit anyone to): (a) use the Site and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or Content for non-personal or commercial purposes. For Registered Users, the use of the Services for the generation of Videos in accordance with Section 2 is permitted; (c) remove or disassociate, from the Content and/or the Site any restrictions and signs indicating proprietary rights of the Company or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable 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 manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site or the servers or networks that host the Site, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our Site infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made accessible by the Company on or through the Site, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the Company’s proprietary rights, including the Company’s Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content on any other site or networked computer environment for any purpose without the Company’s prior written consent; (l) create a browser or border environment around the Company Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or the Content; (n) frame or mirror any part of the Site without the Company’s prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content from the Site; (p) transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Site for any purpose for which the Site is not intended; and/or (r) infringe and/or violate any of the Terms.
6. Registration and User Account
To register to the Service, you must create an account (the « Account« ). In order to create an Account you will be required to provide a username and password, and complete the registration form whilst providing the Company with certain information, which may consist of personally identifiable information (including, inter alia, name, telephone number and email address).
Your Account will be password protected. In order to protect the security of your information available on your Account (including business related information), to the greatest extent possible, you must safeguard and not disclose your Account username and password and you must supervise the use of such Account.
You must provide accurate and complete information whilst creating an Account and you agree to: (i) not misrepresent your identity or your Account information; and (ii) keep your Account information up to date and accurate.
You must notify us immediately of any unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with the Terms, i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your Account or any other breach of security.
You will be able to access the Account as long as you have an active subscription to our Services, other than in the event the Company decided, in good faith, to suspend access to your Account.
CANCELLING OR TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
- Intellectual Property Rights
The Site, the Content and the Company’s proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
The Terms do not convey to you an interest in or to the Company’s Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to the Company (“Feedback”), we shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of the Company’s current or future services, products or technologies and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require the Company to comply with any additional obligations with respect to any of the Company’s current or future products, technologies or services that incorporate any Feedback.
- Trademarks and Trade names
The Company’s marks and logos and all other proprietary identifiers used by the Company in connection with the Site (the “Company’s 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”). No right, license, or interest to the Company’s Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
- Linking to the Company’s Site and links to Third Party Sites
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by the Company, and does not portray the Company in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to the Company’s Site you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
- Social Media Features.
The Site may include social sharing and posting features and other integrated tools (for example the Facebook « Like » and « Share » buttons, sharing and posting content via Twitter, YouTube, Facebook, Google+ and e-mail etc.) (« Social Features« ).
The Site’s availability and functionality depends on various factors, such as communication networks. The Company does not warrant or guarantee that the Site will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
- Changes to The Site
The Company reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Site (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site may be changed, extended in terms of content and form, or removed at any time without any notice to you. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
- Disclaimers and No Warranties
OTHER THAN AS EXPLICITLY PROVIDED IN THESES TERMS, TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE, THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND THE COMPANY, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, THE « COMPANY‘S REPRESENTATIVES« ), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE AND/OR THE CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE (INCLUDING THAT THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS OR YOUR EXPECTATIONS OR BE FREE FROM MISTAKES AND/OR WILL BE EFFECTIVE, ACCURATE OR RELIABLE). THE COMPANY AND THE COMPANY’S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND/OR INFORMATION DISPLAYED WITHIN THE SITE.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
- Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL THE COMPANY, INCLUDING THE COMPANY’S REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING IN CONNECTION WITH THE SITE, THE CONTENT AND/OR THE SERVICES, REGARDLESS OF WHETHER THE COMPANY OR THE COMPANY’S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, THE COMPANY AND THE COMPANY’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE, THE CONTENT AND/OR THE SERVICES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO THE COMPANY FOR THE USE OF THE SITE OR THE SERVICES, OR $US1.00, WHICHEVER IS GREATER. YOU WILL NOT, AND HEREBY WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM THE COMPANY’S REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless the Company, including the Company’s Representatives 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 misuse of the Site, Content and/or Services; (ii) your breach of any of these Terms, including, without limitation, any warranties or representations provided by you hereunder; (iii) your violation of any third party rights, including without limitation any copyright, performance right or other intellectual property rights, or privacy rights, in connection with your use of the Site and/or Services (including, for the avoidance of doubt, your Customer Media); 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 and/or Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
- Amendments to the Terms
The Company may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
- Termination of these Terms and the Termination of the Site’s operation
At any time, the Company may without notice discontinue your use of the Site, at its sole discretion, in addition to any other remedies that may be available to the Company under any applicable law.
Additionally, the Company may at any time, at its sole discretion, cease the operation of the Site or any part thereof, temporarily or permanently, delete any information or Content from the Site or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, Content or features therein without giving any prior notice. You agree and acknowledge that the Company does not assume any responsibility with respect to, or in connection with the termination of the Site’s operation and loss of any data.
For suspension or termination of the Services – please see Section 2 above.
The provisions of these Terms that, by their nature and content, must survive the termination of these Terms to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer and Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
(a) These Terms constitute 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, (b) any claim relating to the Site and/or Services or the use thereof will be governed by and interpreted in accordance with the laws of the State of New York, United States, without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site and/or Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the State of New York, United States. 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. Notwithstanding the foregoing, the Company may seek injunctive relief in any court of competent jurisdiction, (d) 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, (e) 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, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by the Company, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
For information, questions, or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms or our Services, you are most welcome to send us an e-mail to email@example.com.