Terms of Service
1. Subscription Services
This Agreement sets forth the terms and conditions governing WSI Priority Media’ (“WSI”) performance and delivery of its service (“Service”) described in any associated Subscription Contract (“Contract”). Customer may subscribe to and purchase the Service by executing a Contract setting forth the applicable Service subscription period (“Subscription Period”) subject to the terms and conditions of this Agreement. Service is for Customer use only, and not for the purpose of redistribution or resale of the Service.
The term of this Agreement (“Term”) commences on the date of purchase. The Agreement and any associated Contract shall continue and renew automatically at the end of the Renewal Period (“Period”), unless either party notifies the other of its intent to terminate this Agreement by providing the other party written notice of termination at least thirty (30) days prior to the end of any term of the Agreement or of any Service period or immediately, in WSI’s sole discretion, if Customer breaches the Agreement. Setup fees and are nonrefundable.
4. Payments and Amendments
WSI reserves the right to suspend or terminate the Service immediately after the due date of a correctly rendered and non-contested invoice in the event that Customer fails to pay WSI by the due date.
Customer is responsible for any fees or charges incurred to access Service through an Internet access provider or other third party service.
4.1 Credit Card Billing. As specified in the Contract, periodic fees for the Subscription Period will be billed automatically to the credit card provided to WSI prior to the Commencement Date and prior to each subsequent Subscription Renewal Period. Payments are due prior to activation of the Service.
Unless otherwise stated, as a condition to the right to use the Service, Customer must provide a valid credit card number belonging to Customer with available credit sufficient to pay the applicable Service fees. In the event that Customer cancels this credit card or it is otherwise terminated, Customer must immediately provide WSI with a new valid credit card number. Customer authorizes WSI, from time to time, to undertake steps to determine whether the credit card number provided is a valid credit card number. In the event that Customer does not provide a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, Customer will be in violation of this Agreement, and WSI may terminate this Agreement with Customer immediately. Customer authorizes WSI to make all charges described in this Agreement to Customer’s debit card account.
4.2 Trial Offers, Coupons, Credits and Special Offers. WSI reserves the right to discontinue or modify trial offers, coupons, credits and special promotional offers at WSI’s sole discretion. Any trial offer associated with the Service entitles new users to a one-time free trial usage period. At the end of the trial period the user will be automatically terminated unless a paid service plan is purchased prior to the end of the trial period as set forth in the Contract.
5. Use of Customer Name
Customer agrees that WSI Priority Media may use Customer’s name and logo in advertisements, other promotional material and WSI’s website, only upon prior written approval for such use by Customer.
6. Use and Delivery of Services7.1 Domain Names. WSI shall be responsible to register all domains associated with the Service.
6.1 Responsibility for User Accounts and Passwords. Customer is responsible for maintaining the confidentiality of User accounts and passwords. Customer agrees to immediately notify WSI of any unauthorized use of Customer account of which customer becomes aware. Otherwise, all guarantees as to service and performance given by WSI to the Customer shall be suspended.
6.2 Network Security. Violations of system or network security are prohibited, and may result in criminal and civil liability. WSI will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
1. Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
2. Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
3. Interference with Service to any user, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks.
4. Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
6.3 Improper Use. Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
6.8 Data Protection. To the extent WSI receives any personal information in a Subscriber database, Customer grants WSI permission and will ensure that it has received the permission of each Subscriber to transfer, process or store such personal information in our U.S. databases.
WSI’s privacy statement may be found on WSI’s website: http://www.WSIprioritymedia.net/privacy.asp. Please consult it for WSI’s current practices with respect to Subscriber’s information.
1. WSI’s exclusive warranty is that, Service will be provided in a professional and workmanlike manner and will conform to WSI’s applicable published specifications. WSI does not warrant that the operation of Service will be uninterrupted or error free. This warranty extends only to the Customer, and may not be assigned to a third party.
2. WSI express warranty is contingent upon the proper use of the Service in accordance with WSI specifications and instructions. The warranty does not apply to Service failure due to:
1. disaster, accident or misuse by Customer;
2. failure or defect of electrical power or external circuitry
3. Customer’s inability or difficulty to connect to the Internet.
3. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OF SERVICES SOLD OR FURNISHED UNDER THIS AGREEMENT OR IN CONNECTION HEREWITH. WSI DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WSI’S EXPRESS WARRANTIES WILL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY WILL ARISE OUT OF, WSI RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE SERVICE. IN NO EVENT WILL WSI BE LIABLE FOR ANY DELAY IN FURNISHING SERVICES.
9. Software License
1. Grant of License. WSI grants Subscribers a perpetual, non-exclusive license (“Software License”) to use the WSI software:
1. subject to Customer paying Service fees on a timely basis, or until the Agreement or Contract is otherwise terminated;
2. allowing Customer to access the system on any PC;
3. subject to the Services and License Agreement for Client Software for WSI Subscription Services appended below.
Unless otherwise provided in any Service description, support services will be provided during the 8:00 a.m. through 5:00 p.m. Pacific Standard Time by email, telephone or the web, Monday through Friday, exclusive of WSI holidays, which is subject to change in WSI’s sole discretion with 30 days notice.
11. Limitation of Liability
EXCEPT AS PROVIDED HEREIN OR IN SECTION 11, WSI’S MAXIMUM LIABILITY WILL BE LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY THE ACTS OR OMISSIONS OF WSI SUBJECT TO A MAXIMUM LIABILITY OF THE LESSER OF $5,000 OR THE AMOUNT PAID FOR THE SPECIFIC SERVICE WHICH DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT WILL WSI BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF WSI HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY.
12. Force Majeure
WSI shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, earthquake, war, strike, embargo, government requirement, civil or military authority, act of God, internet traffic congestion, or other similar causes beyond its control and without the fault of negligence of WSI or its subcontractors.
1. Customer will not assign or transfer any part or all of this Agreement or any of Customer’s rights or obligations hereunder without the prior written consent of WSI.
2. Either party’s failure to enforce any provision of this Agreement will not be deemed a waiver of that provision or of the right to enforce it in the future.
3. This Agreement will be governed by the laws of The Commonwealth of Massachusetts (exclusive of its conflict of laws).
4. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
THIS AGREEMENT, TOGETHER WITH ANY AMENDMENT, ATTACHMENT OR EXHIBIT EXPRESSLY MADE A PART HEREOF AND SIGNED BY BOTH PARTIES, IS THE EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL COMMUNICATIONS, PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN RELATING TO THIS SUBJECT MATTER.
Terms for Use of WSI Priority Media, Inc.
Services and License Agreement for Client Software for WSI Subscription Services
IMPORTANT-READ CAREFULLY: YOUR USE OF THE WSI SYSTEM AND SERVICES (THE “SERVICES”) IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. BY SELECTING THE “I ACCEPT THE TERMS IN THE LICENSE AGREEMENT” DURING THE SUBSCRIPTION PROCESS, USING THE SOFTWARE OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AND THE WSI “TERMS OF SERVICE” POSTED ON THE WSI WEB SITE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT SUBSCRIBE TO THE SERVICE.
These Terms for Use of Services and WSI License Agreement (“Agreement”) is a legal agreement between you (either an individual or entity) and WSI Priority Media, Inc., (“WSI”) for use of the Services and software (“Software”). You agree to be bound by and become a party to all the terms of this Agreement by using the Services or by downloading a software packet containing the Software or by otherwise using the Software.
If you do not agree to the terms of this Agreement, do not use the Services or the Software in any manner whatsoever. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
TERMS OF SERVICE: WSI’s Terms of Service are described on the WSI website. Please consult it to learn WSI’s current terms associated with the delivery of WSI Services.
PROHIBITED ACTIONS: You may not distribute WSI Services or Software associated with or derived from it, modify, copy, license, or create derivative works from WSI Services or Software, without WSI’s written approval.
RESPONSIBILITY FOR CONTENT OF YOUR COMMUNICATIONS. You agree that you are solely responsible for the content of all visual, written or audible communications used or sent by you. You agree that you will not use the Services to send unsolicited mass mailings. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although WSI is not responsible for any such communications, WSI may delete any such content of which WSI becomes aware or deny you access to the Services, at any time without notice.
GRANT OF LICENSE AND OWNERSHIP. The Software is licensed, not sold. Subject to the terms and conditions of this Agreement, WSI grants you the right to use the Software and to have their own personal WSI webpage address to invite attendees in a WSI data collaboration session. WSI has no obligation to provide you with, and this license does not entitle you to receive, any hard-copy documentation or other printed materials, technical support services, telephone assistance or modifications, enhancements or supplements to the Software. Except as expressly licensed to you in this Agreement, WSI retains all right title and interest in and to the Software and all copies thereof.
RESTRICTIONS: You have no right and will not, nor will you authorize or assist others to: (a) produce, manufacture, distribute or copy all or any portion of the Software, except as expressly allowed in this Agreement, (b) disassemble, reverse engineer or decompile, or otherwise attempt to derive source code from all or any portion of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, (c) modify, translate, or alter all or any portion of the Software or (d) license, sublicense, assign, transfer, rent, lease, sell, encumber or otherwise transfer title or any other rights in all or any portion of the Software or (e) use the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to the Software or Services. You will indemnify WSI against any loss related to your failure to conform to the requirements of this Section.
COPYRIGHT: WSI and its suppliers, as applicable, retain ownership of all proprietary rights notices and marks in, or displayed by, the Software. You will not remove, deface or obscure any of WSI’s or its suppliers’ copyright or trademark notices or legends or other proprietary notices on or in the Software.
TRADEMARKS: This software may contain third-party software which requires notices and/or additional terms and conditions. Such required third-party software notices are made a part of and incorporated by reference into the End User License Agreement covering this software.
TERMINATION: You may terminate this Agreement at any time by providing 30 days written notice to WSI, WSI may terminate this Agreement upon written notice to you.
NO WARRANTIES: YOU UNDERSTAND AND AGREE THAT THE SERVICES AND THE SOFTWARE ARE PROVIDED “AS IS” AND WSI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WSI MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. You agree to indemnify, defend and hold harmless WSI, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Services. Some jurisdictions do not allow limitations on implied warranties, so the above limitation may not apply to you. In that event, such warranties are limited to the minimum warranties allowed by the applicable law.
LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WSI OR ITS AFFILIATES, SUPPLIERS AND RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF WSI, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, WSI, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE (IF ANY). Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.
MISCELLANEOUS: This Agreement shall be governed by and construed under the laws of California, exclusive of its choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. WSI may change the terms of this Agreement at any time by posting modified terms on its website. Any and all rights and remedies of WSI upon your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on WSI, and the exercise of any one remedy will not preclude the exercise of any other.