Wips.com: Wips.com s.r.o., a corporation with principal place of business at Mikovcova 548/5, Prague 2, 120 00, Czech Republic.
Client or You: Any person or company who is registered to create Products for publication and distribution on the Wips.com page in accordance with the terms of this Agreement.
Website: The www.wips.com web site operated by Wips.com, where Clients can create Products for direct distribution to users of Supported Internet Browsers.
Products: Software, content and digital materials created for use in connection with Supported internet browsers and distributed via the landing pages or webstores of Supported internet browsers.
Payment Processor(s): Any party authorized by Wips.com to provide payment processing services that enable Wips.com to charge Clients for Products created via the Websites.
Payment Account: A financial account issued by a Payment Processor to a client that authorizes the Payment Processor to collect and remit payments of the Client behalf for Products created via the Websites. In order to use the Website payments processing services, Client must be approved by a Payment Processor for a Payment Account and maintain their account in good standing to be charged for Products created on the Website.
Supported Internet Browsers: Current supported internet browsers are Google Chrome, Mozilla Firefox, Internet explorer, Opera and Safari.
The Wips.com website is a publicly available site on which Clients can create Products for distribution and use in connection with Supported Internet Browsers. In order to create Products on the Website, you must acquire and maintain a valid Wips.com account.
2. Accepting this agreement
2.1. Your use of the Websites to distribute Products is governed by a legal agreement between you and Wips.com consisting of the Wips.com End User License Agreement and this Wips.com technology Client Agreement (together, the “Agreement”). In order to use the Website to distribute Products, you must first agree to this Agreement by clicking to accept where this option is made available to you. You may not create Products on the Website if you do not accept this Agreement.
2.2. You may not use the Website and may not enter into this Agreement if you are (a) not of legal age to form a binding contract with Wips.com, or (b) a person or entity barred from using Wips.com software under the laws of the Czech Republic or other countries including the country in which you are resident or from which you use the Wips.com software.
2.3. You represent and warrant that you have full power, capacity, and authority to accept this Agreement. 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 Website on behalf of your employer or other entity.
3. Pricing and Payments
This Agreement covers both Products you choose to create for free and Products for which Wips.com charge a fee.
In order to create paid Products using the Website payment processing services, you must have a valid Payment Account under a separate agreement with a Payment Processor. If you already have a Payment Account with a Payment Processor before signing up for the Website, then the both terms of this Agreement and your Payment Account terms and condition are applicable.
You will be solely responsible for content of your Products and any complaints about your Products.
4. Use of the functionality by You
4.1. Except for the license rights granted by you in Section 5 below, Wips.com agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of Products, including any intellectual property rights which subsist in those applications.
4.3. Prohibited Actions.
1) knowingly violates a third party’s terms of service,
2) violates any applicable laws or regulations,
3) interferes with, disrupts, damages, harms, or accesses in an unauthorized manner the machines, hardware, devices, servers, networks, data, or other properties or services of any third party including, but not limited to, Supported Internet Browser users, Wips.com or any network operator, or
4) creates a spammy user experience, whether by posting repetitive content or misleading information about an application’s purpose,
5) infringes on the intellectual property rights of others,
6) enables the unauthorized download of streaming content or media,
7) displays (via text, images, video, or other media) or links to:
a) illegal content,
b) invasions of personal privacy or violations of the right of publicity,
c) content that interferes with the functioning of any servers, networks, or services of other parties,
d) promotions of hate or incitement of violence,
e) violations of intellectual property rights, including patent, copyright, trademark, trade secret, or other proprietary right of any party, or
f) pornography, obscenity, nudity, or sexual activity.
4.3.2. You agree not to access (or attempt to access) the Website by any means other than through the interface that is provided by Wips.com, unless you have been specifically allowed to do so in a separate agreement with Wips.com.
4.3.3. You may not divert users or provide links to any other site that mimics the Website or passes itself off as the Website. For the avoidance of doubt, you may offer Products as access points to paid services for which customers have registered and provided payment information.
4.4. You agree that you are solely responsible for (and that Wips.com has no responsibility to you or to any third party for) the content of any Products you create on the Website and for the consequences of your actions (including any loss or damage which Wips.com or any third party may suffer) by doing so.
4.5. You agree that you are solely responsible for (and that Wips.com has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Wips.com or any third party may suffer) of any such breach.
4.6. Wips.com reserves the right to display Products to users in a manner that will be determined at Wips.com’s sole discretion.
4.7. Marketing Your Product. You will be responsible for promoting your Products, providing required Product information to users, and accurately disclosing the security permissions necessary for the Product to function on user machines, hardware, or other devices. Products that are not properly created will not be published on the Websites.
4.8. You agree that You won’t make any source-code changes to the created Products via the Websites.
4.9. If you are not the official owner of the content, which means that you don’t control the content which subsists inside the Products, you agree that if at time in the future the official owner of the content will create its own Product, he or she can claim your unofficial product to be taken under control of the official owner.
5. License Grants
5.1. You grant to Wips.com and its affiliates a worldwide, nonexclusive, and royalty-free license to: (a) host, link to, copy, translate, publicly perform, publicly display, test, distribute and otherwise use the Products and any content contained in, accessed by, or transmitted through the Products according to the publishing options selected by you in the administration pages of the Websites and (b) copy, perform, display, and use the Product for administrative and demonstration purposes in connection with the operation and marketing of the Website.
5.2. You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Products and any content contained in, accessed by, or transmitted through the Products in connection with Supported Internet Browsers.
5.3. Wips.com may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as Wips.com. After termination of this Agreement, Wips.com will not distribute your Product, but may retain and use copies of the Product for promotions of the Website.
5.4. Except for the license rights granted in this Agreement, (a) you retain all rights in the Products; and (b) each party retains all rights it would have independent of this Agreement, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions. Wips.com acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any content that you submit, post, transmit or display on, or through, the Products, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Wips.com, you agree that you are responsible for protecting and enforcing those rights and that Wips.com has no obligation to do so on your behalf.
6. Brand Features and Publicity
6.1. "Brand Features" means the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.
6.2. Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, Client grants to Wips.com and its affiliates a limited, non-exclusive license during the term of this Agreement to display Clients Brand Features for use in connection with the Website and in order to fulfill its obligations under this Agreement. Nothing in this Agreement gives Client a right to use any of Wips.com’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
6.3. Publicity. Wips.com and its affiliates may include Client Brand Features, screenshots, videos, and demonstrations of your Products and any content contained in, accessed by, or transmitted through the Products in presentations, marketing materials, marketing events, developer events, financial reports, website listings (including links to your website), press releases for purposes of marketing the Wips.com Website, Wips.com technology, or publicizing your Product.
7. Product Takedowns, Review and Updates
7.1. Your Takedowns. You may remove your Products from future distribution via the Website at any time, but you must comply with this Agreement (and with the Payment Processor’s Payment Account terms of service if you use the Payment Processor) for any Products distributed through the Website, including but not limited to refund requirements. Removing your Products from future distribution via the Website does not (a) affect the license rights of users who have previously purchased or downloaded your Products, (b) remove your Products from user machines, hardware, or other devices, or from any part of the Website where previously downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Products or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will Wips.com maintain on any portion of the Website (including, without limitation, the part of the Website where previously purchased or downloaded applications are stored on behalf of users) any Product that you have removed from the Website and provided written notice to Wips.com that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such Product does not comply with applicable law.
7.2. Wips.com Review and Takedowns. While Wips.com is not obligated to monitor the Products or their content, Wips.com may at any time review or test your Products and their source code for compliance with this Agreement, the Wips.com Privacy Policies, and any other applicable terms, obligations, laws, or regulations, and may use automated means to conduct such review. Wips.com retains the right to refuse to include a Product on the Wips.com in its sole discretion. You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Wips.com, or as part of your continued use of the Services. You agree that any information you give to Wips.com will always be accurate, correct and up to date. As part of the specification for your Product, Wips.com may ask that you include in the file for your Product information such as your name and email address. Wips.com may use this information when featuring the Product in our directory or for other uses. If Wips.com is notified by you or otherwise becomes aware and determines in its sole discretion that a Product or any portion thereof or your Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Wips.com’s hosting policies or other terms of service as may be updated by Wips.com from time to time in its sole discretion; (d) is being published or distributed by you improperly; (e) may create liability for Wips.com or any third party; (f) is deemed by Wips.com to have a virus or is deemed to be malware, spyware or have an adverse impact on Wips.com’s or a third party’s network; (g) violates the terms of this Agreement or the Wips.com Privacy Policies; or (h) the display of the Product is impacting the integrity of Wips.com servers (i.e., users are unable to access such content or otherwise experience difficulty), Wips.com may prevent the Product from being made available in the Website, remove the Product from the Website, remotely disable or remove the Product from user systems or devices, or flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), or reclassify the Product at its sole discretion. If you have any questions or concerns regarding a removal, you may contact us at http://www.wips.com/about/contact. Wips.com reserves the right to suspend or bar any Product from the Website at its sole discretion.
8. Your Client Credentials
8.1. You agree that you are responsible for maintaining the confidentiality of any client credentials or client keys that may be issued to you by Wips.com or which you may choose yourself and that you will be solely responsible for the content in all applications that are created under your client credentials.
8.2. Wips.com may limit the number of Products that you or the company or organization you work for may create on the Website.
9. Privacy and Information
9.1. In order to continually innovate and improve the Website, Wips.com may collect certain usage statistics from the Website, Products and user machines, devices, or other hardware, including but not limited to, information on how the Website and Products are being used.
10. Terminating this Agreement
10.1.This Agreement will continue to apply until terminated by either you or Wips.com as set out below.
10.2.If you want to terminate this Agreement, you must provide Wips.com with thirty (30) days prior notice (unless this Agreement terminates under Section 14) and cease your use of any relevant developer credentials.
10.3. Wips.com may at any time, terminate this Agreement with you if:
(A) you have breached any provision of this Agreement; or
(B) Wips.com is required to do so by law; or
(C) Wips.com decides to no longer provide the Websites.
11. DISCLAIMER OF WARRANTIES
11.1.YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE Website IS AT YOUR SOLE RISK AND THAT THE Website IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO THE TIMING, FREQUENCY, OR IMPLEMENTATION OF DISTRIBUTION OF ANY UPDATES TO YOUR PRODUCTS.
11.2.YOUR USE OF THE Website AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Website IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
11.3.WIPS.COM FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WIPS.COM, ITS DISTRIBUTORS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT WIPS.COM OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Wips.com, 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 (a) your use of the Website in violation of this Agreement, the Wips.com Program policies, or any applicable laws or regulations, (b) your Product that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any third party claims arising out of or relating to your Products or your use of Website.
14. Changes to the Agreement
Wips.com may make changes to this Agreement from time to time. When these changes are made, Wips.com will make a new copy of the Agreement available on the Website site http://www.wips.com/about/clientagreement. Wips.com will also post a notification on the Websites describing the modifications made. The changes will become effective, and will be deemed accepted by you, (a) immediately for those who become Clients after the notification is posted, or (b) for pre-existing Clients, the modified Agreement will become effective upon your acceptance of the modified Agreement (except changes required by law which will be effective immediately) or 7 days after the posting of the notification if you continue to use the Website services.
15. General Legal Terms
15.2.You agree that if Wips.com does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Wips.com has the benefit of under any applicable law), this will not be taken to be a formal waiver of Wips.com’s rights and that those rights or remedies will still be available to Wips.com.
15.3.If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
15.4.You acknowledge and agree that each member of the group of companies of which Wips.com is the parent shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.
15.5.EXPORT RESTRICTIONS. Products available on the Website may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.
15.6.The rights granted in this Agreement may not be assigned or transferred by either you or Wips.com without the prior written approval of the other party. Neither you nor Wips.com shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.
15.7.This Agreement, and your relationship with Wips.com under this Agreement, shall be governed by the laws of the Czech Republic without regard to its conflict of laws provisions. You and Wips.com agree to submit to the exclusive jurisdiction of the courts located within the county of Czech Republic to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Wips.com shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
15.8.The obligations in Sections 5, 6, 7, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement.