Wisyl Services End User Agreement
This Wisyl User Agreement ("Agreement") is a binding agreement between you ("you" or "your") 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 use the Services.
- Services. You will use the Services to create a profile and elect your preferred method of receiving notifications from organizations that have invited you to subscribe to receive electronic communications ("Publishers"). Your use of the Services shall be solely in accordance with the terms and conditions of this Agreement.
- User Name and Password Protection. You will be required to choose a username and password for your account. You agree that you are entirely responsible for safeguarding and maintaining the confidentiality of the username and password you use to access the Services. You authorize Wisyl to assume that any person using the Services with your username and password is you or is authorized to act for you. You agree to notify Wisyl immediately if you suspect any unauthorized use of your account.
- 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 outside of the intended use of the Services. 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 agree that you shall not transmit to Wisyl or upload to or through the Services 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.
(c) Without limiting the foregoing and by way of example only, users may not:
- intentionally distribute Harmful Code or items of a destructive or deceptive nature;
- transmit content that may be harmful to minors;
iii. 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;
- use the Services for any unlawful purpose;
vii. promote or encourage illegal activity;
viii. 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;
xii. reformat or frame any portion of the web pages that are part of the Services without
Wisyl's explicit written permission;
xiii. contact other Wisyl users about multi-level marketing ("MLM") programs or any
topics Wisyl considers detrimental to its users;
xiv. create multiple Wisyl accounts without permission;
- bypass any limitations or suspensions of functionality; or
xvi. provide false information.
- Communications Content. You acknowledge that invitations to subscribe to the Services are initiated by Publishers, and that Publishers, and not Wisyl, are responsible for the content of the communications, including as to the content's legality, reliability, accuracy, or appropriateness. Wisyl is
not responsible or liable to you or any third party for the content or accuracy of any communications initiated by Publishers. Any reliance you place on such communications is strictly at your own risk.
- License Grant. All content on the Services, including designs, computer code, text, graphics, pictures, music, sound, and other works and their selection and arrangement (collectively, the "Services Content") is the property of Wisyl or its licensors. Subject to the terms of this Agreement, Wisyl grants you a limited, non-exclusive, and nontransferable license to use 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.
- Third-Party Materials. The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Wisyl is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency,
quality, or any other aspect thereof. Wisyl does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
- Representations and Warranties. You represent and warrant that:
(a) you have the right and authority to enter into this Agreement;
(b) you are using the Services solely for the purpose of electing your preferred method of receiving notifications and promotions from Publishers to which you have subscribed;
(c) your entering into this Agreement with Wisyl and the performance of your obligations under the Agreement do not and will not conflict with or result in any breach or default under any other agreement to which you are subject; and
(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) The term of this Agreement commences when you complete your registration to access the Services and will continue in effect until terminated by you or Wisyl as set forth in this Section 12.
(b) You may terminate your account at any time. You are solely responsible for terminating your account. Wisyl is not responsible for your failure to properly terminate your account or for any charges or fees you incur as a result of your failure to properly terminate your account.
(c) Wisyl may, in its sole discretion, terminate or disable your account or your access to or use of the Services. Wisyl may terminate this Agreement at any time without notice, at the request of a Publisher, or 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.
(d) Upon termination:
(i) all rights granted to you under this Agreement will terminate; and
(ii) you must cease all use of the Services.
(e) 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 OR TO THE COMMUNICATIONS TRANSMITTED TO YOU THROUGH 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 OR ANY COMMUNICATIONS TRANSMITTED TO YOU THROUGH THE SERVICES WILL MEET YOUR 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 USE OF OR INABILITY TO USE THE SERVICES, YOUR RECEIPT OF OR INABILITY TO RECEIVE ANY COMMUNICATIONS THROUGH THE SERVICES, OR THE CONTENT AND SERVICES 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 your use or misuse of the Services or your breach of this Agreement, including, but not limited to, the content you submit or make available through the Services.
- 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.
- 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.