https://www.wisiwig.co/ (“Site”) or download, install, or otherwise use the Software (as defined below) and/or access the Platform (as defined below). Please read it carefully. By clicking to agree or accept or otherwise indicating your acceptance of this Agreement, or by installing or using the Wisiwig Chrome Extension software (including features and functionality available through such extension) and/or any updates to such software accessible at https://www.wisiwig.co/ (collectively, the “Software”), or by accessing and using the Wisiwig software-as-a-service platform at https://www.wisiwig.co/ (including features and functionality available through such platform) and/or any updates to such platform (collectively, the “Platform”) provided by Wisiwig, you agree to the terms and conditions of this Agreement. If you do not agree to these terms, you may not register an account, access the Platform, or install or use the Software. Wisiwig may make changes to this Agreement from time to time. You are responsible for reading and complying with any amended version of this Agreement that is made available by Wisiwig via the Platform, Software or the Google Chrome Web Store, or that is posted at https://www.wisiwig.co/terms-of-use
If an Administrator (defined herein) is entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), such Administrator is entering into this Agreement for that Entity and hereby represent to Wisiwig that such Administrator has the authority to bind such Entity and its affiliates to this Agreement, in which case the term “you or your” as used herein will refer to such Entity and its affiliates.
“Administrator” means the User who has authority to administer the subscription to the Service (as defined below) and designate additional Users.
“Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
“Supported Device” is a combination of a Google Chrome-enabled device model and relevant Google Chrome version(s) that is/are supported by the Software and owned or controlled by the user. With respect to updates to the Software that Wisiwig may make available for download, this Agreement allows you to download such Software updates to update or restore the Software on any Supported Device.
“User Data” means all data, content, and information submitted by Users into the Service and the User-specific output that is generated by Users’ use of the Service.
You must register an account with Wisiwig (“Account”) to access and use the Platform and/or download the Software. To become a registered user, you may sign up on the Sites. You must be at least eighteen (18) years of age to register to use the Software and/or Platform (collectively, “Services”). In registering an Account, you agree to provide truthful and accurate information and you shall update such information as necessary through your Account. The Entity must designate an Administrator, who is responsible for inviting Users to create an Account.
The Services allow users to edit interfaces in the browser without any coding, which, with respect to the Software, is accessed in a Google Chrome browser from Supported Devices.
The Administrator is responsible for: (a) all use of the Service by Users from the same Entity, and (b) payment of all fees in accordance with Section 6. The Administrator shall have the authority to manage the subscription to the Service and designate additional Users or replace Users. The Administrator will deactivate an active username if the Administrator wishes to terminate access to the Service for any User.
The Software, including software embedded in the Software, is licensed, not sold, to you by Wisiwig only under the terms of this Agreement; and Wisiwig reserves all rights not expressly granted under this Agreement. Wisiwig does not own the media or device on which the Software is recorded or stored, but Wisiwig retains ownership of the Software itself. No rights are granted with respect to Software under, and the Software is not licensed or otherwise provided under, any master subscription agreement or other agreement between Wisiwig and you or any Wisiwig customer with which you are employed, affiliated or associated.
Wisiwig may do any of the following at any time, with or without notice or cause, and without any liability to you: (a) change, suspend, or terminate any features or functionality of the Services; (b) impose limits on certain features or functionality of the Services; or (c) terminate this Agreement. Upon any such termination, you shall no longer be permitted to access and/or use the Services, and shall delete or destroy all copies of the Software in your possession. Modification, suspension, or termination of the Services (or any part thereof) or this Agreement shall not entitle you to any refund, credit, or other compensation from Wisiwig under this Agreement or any other agreement or from any third party.
You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Except for any User Data, as between you and Wisiwig, the Software, Platform, and all content contained within the Software and Platform are and shall remain the sole property of Wisiwig and are subject to protection under U.S. and foreign copyright and other laws. All trademarks, service marks and trade names displayed on the Software or within the Platform are proprietary to Wisiwig or its affiliates and/or third party licensors. Wisiwig hereby grants you a personal, revocable, limited, royalty-free, non-transferable license to use the Software and/or to access and use the features and functionality of the Platform, in each instance, for your personal, non-commercial purposes. Any rights not expressly granted herein are reserved.
User grants to Wisiwig a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform, and display User Data, and provide necessary access to third party service providers acting on Wisiwig’s behalf, such as Wisiwig’s hosting services provider, only: (a) to provide, maintain, and update the Service for User; (b) to prevent or address service or technical problems or at User's request in connection with support matters; (c) as compelled by law; or (d) as expressly permitted in writing by User. Subject to the limited licenses granted herein, Wisiwig acquires no right, title, or interest under this Agreement in or to any User Data
You may not:Sell, resell, rent, lease, lend, redistribute, sublicense, or otherwise make the Software, Platform, or any part thereof, available;
Copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Platform, Software or Software updates, or any part thereof.
Use the Platform or Software to submit or link to any content that, in Wisiwig’s sole discretion:Infringes or violates the intellectual property or other rights of any person or entity;
Intentionally interferes with the operation of the Platform or Software or Wisiwig’s communities or events;
Violates anyone’s privacy or publicity rights;
Breaches any duty of confidentiality that you owe to any person or entity;
Is vulgar, offensive, inappropriate, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable;
Contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware;
Contains false or deceptive language or comparative claims regarding Wisiwig’s or third parties’ products, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits; or,
any other objectionable context, as determined by Wisiwig in its sole discretion.
This Agreement constitutes an end user license agreement (EULA) in lieu of any license grant provided by Google to use the Software with Google Chrome or a Supported Device. This Agreement is between you and Wisiwig only, and not with Google. Wisiwig is solely responsible for the Software.
The Google Chrome Web Store is owned and operated by Google. Your use of the Google Chrome Web Store is governed by a legal agreement between you and Google consisting of the Google Chrome Web Store Terms of Service (found at https://ssl.gstatic.com/chrome/webstore/intl/en/gallery_tos.html), and the Google Chrome Terms of Service (found at https://www.google.com/chrome/privacy/eula_text.html). In addition, your use of the Google Chrome Web Store is subject to the Google Chrome Web Store Program Policies (found at https://developer.chrome.com/webstore/program_policies).
Google has no obligation to provide any maintenance or support for the Software.
To the maximum extent permitted by applicable law, Google shall have no warranty obligation whatsoever with respect to the Software, and shall not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. Wisiwig shall not be required to provide a refund to you under any circumstances.
Google shall not be responsible for addressing any claims by you or any third party relating to the Software or your possession and/or use of the Software, including but not limited to (i) product liability claims, (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.
Google shall not be responsible for the investigation, defense, settlement or discharge of any claim that the Software or your possession and/or use of the Software infringes a third party’s intellectual property rights.
You represent and warrant that (i) the Software shall not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a “terrorist-supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
From time to time, Google Chrome may check with remote servers (hosted by Google or by third parties) for available updates to extensions (including the Software), including but not limited to bug fixes or enhanced functionality. You agree that such updates will be automatically requested, downloaded, and installed without further notice to you.
From time to time, Google may discover an extension that violates Google developer terms or other legal agreements, laws, regulations or policies. Google Chrome will periodically download a list of such extensions from Google’s servers. You agree that Google may remotely disable or remove any such extension from user systems in its sole discretion.
Google may, in its sole discretion at any time and without notice, restrict, interrupt or prevent use of the Software, or delete the Software from your Google devices, or require Wisiwig to do any of the foregoing, without entitling you to any refund, credit or other compensation from Wisiwig or any third party (including, but not limited to, Google or your network connectivity provider).
Google and its affiliates are third-party beneficiaries of this Agreement, and have the right (and shall be deemed to have accepted the right) to enforce this Agreement against you.
Wisiwig Inc.’s address is 45 Prospect Street Cambridge, MA 02143.
While we make available a free version of the Software and Platform, we may charge for certain tools or features and functionality of a premium version of the Software or premium subscription to the Platform. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Wisiwig with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for a premium version of the Software or premium subscription for the Platform for which we charge. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing Wisiwig with your credit card number and associated payment information, you agree that Wisiwig is authorized to immediately invoice your Account for all fees and charges due and payable to Wisiwig hereunder and that no additional notice or consent is required. You agree to immediately notify Wisiwig of any change in your billing address or the credit card used for payment hereunder. Wisiwig reserves the right at any time to change its prices and billing methods, either immediately upon posting through the Services.
As a User of the Services, you will be responsible for payment of the applicable fee for any premium version of the Software or premium subscription of the Platform (each, a “Service Subscription Fee”) at the time you purchase such premium version or subscribe to paid services and select your monthly or annual subscription package (each, a “Service Commencement Date”). Except as set forth in the Agreement, all fees for the Services are non-refundable.
Your subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Wisiwig’s then-current price for such subscription. The amount charged on the next Renewal Commencement Date will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Wisiwig that your subscription will be automatically renewed, you will have thirty days from the date of the Wisiwig notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Wisiwig at email@example.com or log in and go to the “Change/Cancel Subscription” page on your “Account Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Wisiwig to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Wisiwig does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Wisiwig may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
Wisiwig reserves the right to permanently and definitively delete any User Content immediately following termination or expiration of the Agreement, or upon the deletion of any User Account.
If payment for the Services under this Agreement is subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Wisiwig, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Wisiwig for any liability or expense Wisiwig may incur in connection with such Sales Taxes. Upon Wisiwig’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.
You agree to make all payments of fees to Wisiwig free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Wisiwig will be your sole responsibility, and you will provide Wisiwig with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
If you provide or otherwise make available to Wisiwig any suggestions, enhancement requests, recommendations, corrections or other feedback (“Feedback”), whether related to the Services or otherwise, then (a) you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Wisiwig under any fiduciary or other obligation; and (b) you hereby grant to Wisiwig, to the maximum extent permitted under applicable law, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose (including marketing or promotional purposes or testimonials).
You represent and warrant that in connection with your use of the Services, you shall supply truthful and accurate information to Wisiwig and you shall comply with all applicable laws.
NEITHER WISIWIG NOR ITS THIRD PARTY PROVIDERS WARRANT THE SERVICES WILL PERFORM IN ACCORDANCE WITH ANY SPECIFICATIONS, DOCUMENTATION, OR OTHER STANDARDS, PERFORM IN AN UNINTERRUPTED CAPACITY, BE ERROR-FREE OR BUG-FREE, PROVIDE COMPLETE OR ACCURATE DATA, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES. USE OF THE SERVICES AND RELIANCE THEREON IS AT YOUR SOLE RISK. NEITHER WISIWIG NOR ITS THIRD PARTY PROVIDERS SHALL IN ANY WAY BE LIABLE TO YOU OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE THE SERVICES, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, COMPUTER VIRUSES OR OTHER INFIRMITY OR CORRUPTION, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OR ANY SUPPORT OR MAINTENANCE OF ANY KIND. NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OF ANY OTHER TYPE IS PROVIDED HEREUNDER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WISIWIG OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE DISCLAIMER, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
FROM TIME TO TIME, WISIWIG MAY OFFER NEW “BETA” FEATURES OR TOOLS RELATING TO THE SERVICES WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT WISIWIG’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
UNDER NO CIRCUMSTANCE SHALL WISIWIG, ITS AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU ON ACCOUNT OF YOUR USE OR MISUSE OF, OR RELIANCE ON, THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WISIWIG, ITS AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WISIWIG’S OR ITS AFFILIATES’, AGENTS’ OR LICENSORS’ AND ALL OF THEIR RESPECTIVE OFFICERS’, DIRECTORS’, SHAREHOLDERS’, EMPLOYEES’ OR CONTRACTORS’ AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (I) THE TOTAL AMOUNT FEES PAID BY YOU TO WISIWIG UNDER THIS AGREEMENT (IF ANY) OR (II) THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR HAVE LEGISLATION THAT RESTRICTS THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Indemnification. You hereby agree to indemnify, defend, release, and hold harmless Wisiwig, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents from all damages, losses and expenses arising directly or indirectly from (a) any negligent acts, omissions or willful misconduct by you, (b) any breach of this Agreement by you, (c) any User Content stored on your Supported Devices and/or computers or devices through which you access the Platform, and/or (c) your violation of any laws, rules, or regulation or any violation of any rights of any third party.
Governing Law; Venue. The Agreement will be governed by the laws of the Commonwealth of Massachusetts without reference to its conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply to the Agreement. Any dispute, controversy or claim arising out of or relating to the Agreement, will be made exclusively in the state or federal courts located in Boston, Massachusetts and both parties submit to the jurisdiction and venue of such courts.
Waiver and Severability. Wisiwig’s waiver of any breach under this Agreement will not be considered a waiver of any earlier or later breach. No failure or delay by Wisiwig in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law and/or not enforceable, that provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Assignment. This Agreement may not be assigned by any User or Entity without the prior written consent of Wisiwig. Any attempted assignment or delegation in violation of this Section 16 will be null, void and of no effect.
Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Wisiwig, or any products utilizing such data, in violation of the United States export laws or regulations.
Electronic Communications. The communications between you and Wisiwig use electronic means, whether you use the Services or send us emails, or whether Wisiwig posts notices through the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Wisiwig in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Wisiwig provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
Notices. Where Wisiwig requires that you provide an e-mail address, you are responsible for providing Wisiwig with your most current e-mail address. In the event that the last e-mail address you provided to Wisiwig is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Wisiwig’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Wisiwig at the following address: 45 Prospect Street, Cambridge, MA 02139. Such notice shall be deemed given when received by Wisiwig by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Modification. Wisiwig reserves the right, in its sole discretion, to modify this Agreement at any time upon notice to you, including by posting a revised version of this Agreement on the Service. Any such modified Agreement will be effective immediately upon being made available to you, and your continued use of the Service thereafter constitutes your affirmative acceptance of such modified Agreement. Otherwise, the terms of this Agreement may not be modified, in whole or in part, except by written agreement executed by an authorized signatory of Wisiwig. If you are dissatisfied with the terms of the Agreement or any modifications thereof, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.
Force Majeure. Wisiwig shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Software, please contact us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Consumer Complaints. In accordance with California Civil Code §1789.3, if you are a Consumer User, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Wisiwig Inc.45 Prospect St, Cambridge, MA 02139Email: email@example.com