Organization User Agreement
Wisyl Service License Agreement
This Wisyl Service License Agreement ("Agreement") is a binding agreement between your organization ("you", "your" or "Publisher") and Wisyl Inc. ("Wisyl"). This Agreement governs your use of Wisyl's electronic communications management services and the online platform that enables and facilitates the services (collectively, the "Services"). The Services are licensed, not sold, to you.
By using the Services, you (a) acknowledge that you have read and understand this Agreement; (b) represent that you are 18 years of age or older; and (c) accept this Agreement and agree that you are legally bound by its terms. If you do not agree to these terms, you may not register to use the Services.
- Services. You hereby engage Wisyl, and Wisyl hereby accepts such engagement, to act as your non-exclusive distributor of electronic communications to the subscribers about whom you provide contact information or invite to use the Services ("Subscribers").
- Your Responsibilities. You agree not to enter into any contractual provisions in conflict with this Agreement. Any contractual provision agreed upon between you and a third party that is in conflict with the terms of this Agreement is void.
- Payment. N/A
- Communications Content and Subscriber Information.
(a) Wisyl, in the course of rendering the Services, allows you to submit, upload, publish or otherwise make available to Subscribers through the Wisyl platform textual, audio, and/or visual content and information ("Communications Content"). Any Communications Content provided by you remains your property. However, by submitting Communications Content and Subscriber Information through the Services, you grant Wisyl a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy and distribute such Communications Content and Subscriber Information in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity, as required by Wisyl to distribute your Communications Content to your Subscribers and as useful to Wisyl for purposes of enhancing the Services.
(b) You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Subscriber Information and Communications Content that you submit and share through the Services, and you are responsible for maintaining, securing, and storing the Communications Content and Subscriber Information in accordance with applicable law and this Agreement.
(c) You represent and warrant that (i) you own or have secured all rights or appropriate permissions in the Communications Content and that you have obtained all consents and permissions from Subscribers with respect to the collection and use of the Subscriber Information required for Wisyl to use your Communications Content and Subscriber Information as contemplated by this Agreement, and (ii) neither the Communications Content nor Wisyl's use of the Communications Content as permitted herein will infringe, misappropriate, or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) You agree to not provide or share through the Services any Communications Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Wisyl in its sole discretion, whether or not such material may be protected by law. Wisyl may, but shall not be obligated to, review, monitor, or remove Communications Content, at Wisyl's sole discretion and at any time and for any reason, without notice to you.
(e) Wisyl is not obligated to, and will not evaluate, Subscriber Information that you provide for purposes of determining the lawfulness or appropriateness of any Communications Content.
- Prohibited Uses.
(a) You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). You agree that you will not reproduce, duplicate, copy, sell, trade, or resell the Services for any purpose. You agree that you are solely responsible for (and that Wisyl has no responsibility or liability to you or to any third party for) any breach of your obligations under this Agreement and for any consequences (including any loss or damage which Wisyl may suffer) of any such breach.
(b) You further agree to refrain from unethical, false, or misleading advertising, promotions, or sales efforts and practices in connection with your use of the Services. You may not use the Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.
(c) You are responsible for determining whether the Services are suitable for you to use in light of any regulations, European data privacy laws, or other laws. If you are subject to a particular regulation and you use the Services, then Wisyl will not be liable if the Services do not meet those requirements.
(d) You agree that you shall not transmit to Wisyl or upload to or through the Services (whether as Communications Content or otherwise) any Harmful Code, or use or misappropriate the Services for your own commercial gain. "Harmful Code" shall mean any software (sometimes referred to as "viruses," "worms," "Trojan horses," "time bombs," "time locks," "drop dead devices," "traps," "access codes," "cancelbots," or "trap door devices") that: (a) is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate, or otherwise impede in any manner, any data, storage media, program, system, equipment, or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person's information without such other person's knowledge and permission.
(e) You may not use any robot, spider, scraper, automated scripts, or other automated means to access the Services or content, or services provided on the Services, for any purposes. You shall not attempt to make the Services unavailable through denial-of-service attacks or similar means or use the Services in a manner that could damage, disable, or impair the Services.
(f) Without limiting the foregoing and by way of example only, users may not:
- generate or facilitate unsolicited commercial email ("Spam"). Such activity includes, but is not limited to:
- sending messages in violation of the CAN-SPAM Act under U.S. law or any other applicable anti-spam law;
- imitating or impersonating another person or his, her, or its email address, or creating false accounts for the purpose of sending Spam;
- data mining any Wisyl property;
- sending messages to users who have asked not to be contacted;
- selling, exchanging, or distributing to a third party the contact information of any person without such person's knowledge of, and continued consent to, such disclosure; and
- using Wisyl contacts in violation of Wisyl policy, as determined by Wisyl, including, for example, as indicated by low response rates from those persons contacted.
- send, upload, distribute, or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content, or offer to do the same;
- intentionally distribute Harmful Code or items of a destructive or deceptive nature;
- conduct or forward pyramid schemes or similar programs;
- transmit content that may be harmful to minors;
- impersonate another person or otherwise misrepresent yourself;
- transmit another's intellectual property or other proprietary or confidential information without such owner's or licensor's permission;
- violate the legal rights (such as rights of privacy and publicity) of others;
- promote or encourage illegal activity;
- interfere with other Wisyl users' enjoyment of the Services;
- create user accounts by automated means or under false or fraudulent pretenses;
- sell, trade, resell, or otherwise exploit for any unauthorized commercial purpose, or transfer, any Wisyl account;
- modify, adapt, translate, or reverse engineer any portion of the Services;
- reformat or frame any portion of the web pages that are part of the Services without Wisyl's explicit written permission;
- contact other Wisyl users about multi-level marketing ("MLM") programs or any topics Wisyl considers detrimental to its users;
- create multiple Wisyl accounts without permission;
- bypass any limitations or suspensions of functionality; or
- provide false information.
- License Grant.
(a) Subject to the terms of this Agreement, Wisyl grants you a limited, non-exclusive, and nontransferable license to use the Services.
(b) You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the Services provided such link does not portray Wisyl or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner and does not create the appearance of affiliation with or sponsorship by Wisyl.
(c) You may not use any logo or other proprietary graphic or trademark of Wisyl without the express written permission of Wisyl. To the extent you use images or templates provided by Wisyl, Wisyl hereby grants to you a revocable, non-exclusive, royalty-free, worldwide license to use, reproduce, publish, distribute, perform, and display the images solely in connection with your use of the Services.
- License Restrictions. You shall not:
(a) copy the Services, except as expressly permitted by this Agreement;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services.
- Reservation of Rights. You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, nor do you acquire any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and in accordance with the Services' documentation. Wisyl reserves and shall retain its entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
- Updates. Wisyl may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Wisyl has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.
- Representations and Warranties. Without limiting your representations elsewhere in this Agreement, you represent and warrant that:
(a) you are in compliance with all laws applicable to your use of the Services;
(b) you have the right and authority to enter into this Agreement on behalf of your organization;
(d) that you will not use the Services in connection with any "prohibited transaction" as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America.
- Term and Termination.
(a) Wisyl may, in its sole discretion, terminate your account or your access to or use of the Services, disable your account or access to the Services, remove all or a portion of your Subscriber Information and Communications Content, or put your account on inactive status, in each case at any time, with or without cause. Wisyl shall have no liability to you or any third party because of such termination or action. After termination, you shall process all unsubscribe requests. Upon request, Wisyl will provide the list of unsubscribe requests from your account to you. Under the CAN-SPAM Act, you acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests following termination of your account.
(b) Wisyl may terminate this Agreement at any time without notice if it ceases to support the Services, which Wisyl may do in its sole discretion. This Agreement will terminate immediately and automatically, and Wisyl reserves the right to disable your access to the Services, without any notice if you violate any of the terms and conditions of this Agreement.
(c) If your account is classified as inactive for over 120 days, Wisyl has the right to permanently delete any of your Subscriber Information or Communications Content.
(d) Upon termination of your account, this Agreement and any rights or licenses granted to you hereunder shall immediately terminate except that all sections of this Agreement that by their nature should survive termination will survive termination.
(e) Upon termination:
(i) all rights granted to you under this Agreement will terminate; and
(ii) you must cease all use of the Services.
(f) Termination will not limit any of Wisyl's rights or remedies at law or in equity.
- Disclaimer of Warranties. THE SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WISYL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WISYL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR OR ANY SUBSCRIBER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WISYL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR OR ANY SUBSCRIBER'S USE OF OR INABILITY TO USE THE SERVICES OR FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WISYL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Indemnification. You agree to indemnify, defend, and hold harmless Wisyl and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to: (a) your use or misuse of the Services; (b) your breach of this Agreement, including, but not limited to, the representations and warranties relating to the Communications Content you submit or make available through the Services; or (c) any Subscriber's use of the Services.
- Independent Contractor Relationship. Wisyl is an independent contractor of you, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Wisyl and you for any purpose. Wisyl has no authority (and shall not hold itself out as having authority) to bind you and Wisyl shall not make any agreements or representations on your behalf without your prior written consent.
- Geographic Restrictions. Wisyl makes no claims that the Services are accessible or lawful outside of the United States. Use of the Services might not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Furthermore, by agreeing to the terms of this Agreement you consent to the processing of your personal data in the United States.
- Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
- Governing Law & Venue. This Agreement shall be governed by the laws of the State of Delaware and the applicable federal laws of the United States of America without giving effect to any choice or conflict of law provision or rule. All disputes arising under, or in any way connected with membership in or use of the Services, shall be litigated exclusively in the state and federal courts residing in Massachusetts, and in no other court or jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- Amendments. Wisyl reserves the right, in its sole discretion, to amend this Agreement from time to time. Amendments will be effective upon Wisyl's posting of an updated Agreement. You acknowledge that your use of the Services requires your consent to these amendments and that your continued access to or use of the Services after such posting confirms your consent to be bound by the Agreement, as amended. If you do not agree to abide by any future amendments, do not continue to use the Services. It is your responsibility to verify if there have been amendments to this Agreement and to review such changes.
- Waiver. No failure to exercise, and no delay in exercising, on the part of Wisyl, any right or any power hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.