Terms of Service
IMPORTANT: PLEASE READ THE FOLLOWING AGREEMENT BEFORE CONTINUING REGISTRATION. IT CONTAINS IMPORTANT INFORMATION ABOUT THE RIGHTS AND OBLIGATION, AS WELL AS LIMITATIONS AND EXCLUSIONS WITHIN THIS AGREEMENT. BY CLICKING THE “I ACCEPT” CHECK BOX OR OTHERWISE SUBSCRIBING TO AND/OR USING THE SERVICE, YOU AGREE TO FOLLOW AND BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENTT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD NOT SUBSCRIBE TO OR USE THE SERVICE.
This Software Agreement (this “Agreement”) is entered by and between People & Privacy, Inc., (“Wibson” or “Company”), and Customer (“Customer”or “you”). This Agreement is entered into as of the earliest of the date that you accept the terms and conditions herein or the date on which you download, install, activate or use the Service.
- "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
- "Agreement" has the meaning set forth in the preamble.
- "Confidential Information" has the meaning set forth in 9.1.
- "Company" has the meaning set forth in the preamble.
- "Customer" has the meaning set forth in the preamble.
- "Disclosing Party" has the meaning set forth in 9.1.
- "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
- "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
- "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
- "Receiving Party" has the meaning set forth in Section 9.1.
- "Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.
- "Services" means any of the services Company provides set out in its Site or application.
- "Site" means https://www.wibson.io/
- Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services in accordance with the Agreement. Customer acknowledges and agrees that Customer's ability to use the Service may be affected to system requirements or other factors.
- Company may make updates to the Services available to Customer, which Customer must accept to continue using the Services. Any such updates may be subject to additional terms made known to Customer at that time.
- Customer shall not itself and shall not authorize or permit any third party to (i) provide access to the Software to any third party or otherwise permit a third party to use or benefit from the Service; (ii) reverse engineer, decompile, decode, decrypt, disassemble or attempt to discover underlying technical information or any source code from the Service (except and only to the extent any foregoing restriction is prohibited by applicable law); (iii) modify, adapt or create any derivative works based on the Service; (iv) rent, lease, lend, resell, distribute, license, display, transfer, host or otherwise provide any part of the Service to third parties; or (v) send, use or store any content in a manner which infringes Intellectual Property Rights.
- In order to make purchases, the Customer must provide all the personal information that is required. The Customer undertakes that the information that he will enter at all times, both when registering on the Site and when making a purchase, and/or on any other occasion in which information must be entered, will be correct and reliable, committing to update it if necessary, and becoming entirely responsible for the damages that may be caused by the inclusion of any incorrect or imprecise information that you enter when registering, including any expenses that may be incurred on the Services as a result of this.
FEES AND EXPENSES
- Company's Services include paid-for Services and free Services for which no fees are charged. If there is a charge associated with Services, Customer agree to pay that charge in the specified currency. The price established for the Services excludes all applicable taxes and currency exchange reconciliations, unless otherwise stated.
- By signing up for a paid-for Service, as compensation for the Services and the rights granted to the Customer in this Agreement, the Customer shall pay the Company fees as described in each Service (the “Fees”). Company shall submit invoices to the Company on a monthly basis for the Services to be rendered in the following month (prepayment). The Customer shall pay all undisputed Fees within 30 days after the Customer’s receipt of an invoice submitted by Company in accordance with the agreed Service.
- All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments.
- If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorney’s fees, court costs and collection agency fees; and (iii) if such failure continues for 15 days following written notice thereof, Company may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Company or any other person by reason of such suspension.
- Customer shall pay all amounts due under this Agreement without setoff, deduction, recoupment, or withholding of any kind for amounts owed or payable by Company, whether under this Agreement, applicable Law, or otherwise.
RELATIONSHIP OF THE PARTIES
- Parties are independent and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Customer and the Company for any purpose.
LIMITATION OF COMPLIANCE. NO LEGAL ADVICE
- Company is not a law firm and does not engage in the practice of law or provide legal advice or legal representation. The privacy politics, comments, information or any other Service provided by Company on this site are for informational and self-help purposes only and are not intended to be a substitute for professional legal advice.
- Customer is responsible for its compliance with laws and regulations applicable to Customer.
INTELLECTUAL PROPERTY RIGHTS
- Company retains all ownership and intellectual property rights to the Services, including all content, features, and functionality thereof, which are protected by copyright, trade secret, trademark and other applicable laws.
- This Agreement does not grant Customer any right, title or interest in the Services, trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. Customer agrees not to change, modify, translate or otherwise create derivative works of the Services.
MODIFICATIONS AND TERMINATION
- Company may, at its sole discretion, terminate this Agreement or any additional term, or suspend or terminate Customer's account or it's access to any Service, at any time for any reason.
- Company may also issue new releases, add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service.
- Customer may cancel a Service at any time, with or without reason. The cancellation of paid Services prevents the future payment of the Service from continuing.
LIMITATION OF LIABILITY AND DISCLAIMER
- The Services are licensed "as is," "with all faults," and "as available." Customer assumes the entire risk as to its quality, safety, comfort, and performance.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WIBSON BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, WIBSON WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
- UNDER NO CIRCUMSTANCES WILL WIBSON BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR WIBSON ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
- Confidential Information. In connection with this Agreement, each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 9.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing, the terms and existence of this Agreement and each SOW are the Confidential Information of both parties.
- Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
- Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
- not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
- except as may be permitted by and subject to its compliance with Section 9, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 9; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9.
- safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and
- ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 9.
- Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under Section 9; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, upon the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
REPRESENTATIONS AND WARRANTIES
- Customer represents and warrants to the Company that:
- It's at least eighteen (18) years of age;
- Has the right, power, and ability to enter into and perform under these Agreement;
- The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action;
- It complies with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the General Data Protection Regulation (EU 2016/679), Argentinian Law N° 25.326 and/or Brazilian Law LDPG of Data Protection N° 13.709
- Customer represents and warrants to the Company that:
- This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware, United States of America.