These terms and conditions (the “Agreement”) is entered into by the Customer referenced in the signup form (“Customer”) and Wowza Reviews (“Wowza”). The Customer is signing up to use the basic services, as listed on the signup page, (the “Wowza Service”), including where the Customer is granted a free trial of the Wowza Service ("Free Trial").
The Agreement includes (i) the signup form which contains details of the Wowza Service ("Signup Form"), (ii) Appendix A (if applicable) and (iii) all operating rules, policies and guidelines (collectively, the "Guidelines") that are referred to herein or that may otherwise be published by Wowza on its software applications (as new Guidelines may be created and other Guidelines may be periodically amended).
1. The Wowza Service
1.1 Wowza Account
When the Customer signs up for the Wowza Service, Wowza will provide the Customer with an account on Wowza's software application ("Wowza Account"). In the Wowza Account, the Customer will be able to view and have access to some of the services and features that are part of the Wowza Service. Wowza may at any time and without notice remove, change and alter the services and features made available to the Customer. Wowza may offer the Customer additional services, features or free trials of various Wowza services in addition to what is described in this Agreement and in Customer's Wowza Account. If the Customer uses the additional services and features and/or the free trials, such use will be governed by this Agreement and the Guidelines, and the Customer accepts to comply herewith when using these services, features and free trials.
Wowza reserves the right to change the name of the use of the Wowza Service, currently named "Wowza Account". Such change will not affect the validity or enforceability of this Agreement, including any rights or obligations that the Customer or Wowza in accordance with the Agreement.
1.2 Non-Wowza Applications
Non-Wowza applications can be web-based or software applications that connect or interoperate with the Wowza Service. Non-Wowza applications include applications that are developed for or by the Customer, applications that are listed in online directories, app-stores, catalogues or similar marketplaces, or third-party application that are identified as Wowza applications. These non-Wowza applications can be made available to the Customer by Wowza or a third party. The Customer’s use of non-Wowza applications, and any exchange of data between the Customer and the non-Wowza application provider, is solely a matter between the Customer and the non-Wowza application provider. The Customer agrees as between the Customer and Wowza that any data related to the Customer’s use of such Non-Wowza Application is the sole responsibility of the Customer. If the Customer installs or enables non-Wowza applications that connect with the Wowza Service, the Customer accepts that Wowza may allow the non-Wowza application provider to access the Customer's data, including Consumer Data and Confidential Information, as required for the connection and interoperation of the non-Wowza application with the Wowza Service. The Customer may be required to accept separate terms for the use of non-Wowza applications, and such terms will apply to the relationship between the Customer and the non-Wowza application provider regarding the use of the non-Wowza application. It is the sole responsibility of the Customer to ensure that such terms provide appropriate protection of and access to the Customer's data, including Consumer Data and Confidential Information. The Wowza Service may also contain features that are designed to connect or be compatible with non-Wowza applications. If the Customer wishes to enable such features, the Customer may be required to grant Wowza access to the Customer's account(s) on the non-Wowza applications and the Customer warrants that Wowza is lawfully entitled to access such information on behalf of the Customer. If the non-Wowza application provider ceases to make the non-Wowza application available to the Customer, Wowza reserves the right to cease to provide these features to the Customer without entitling the Customer to any refund or compensation. Non-Wowza application providers are not subcontractors of Wowza, and Wowza is not responsible for the non-Wowza application providers' conduct or negligence, including but not limited to any disclosure, modification, corruption, loss or deletion of the Customer's data resulting from any access by a non-Wowza application provider to the Customer's data from the Wowza Service via a non-Wowza application used, enabled or installed by the Customer. For the avoidance of doubt, Wowza is not responsible and shall have no liability or obligation for non-Wowza applications, and Wowza makes no representation and gives no warranty in relation to any non-Wowza applications, whether or not they are designated by Wowza as "certified" or with a similar designation.
1.3 Free Trial
The Customer may be offered the option to sign up for a Free Trial, which will grant the Customer access to additional Wowza services for free for a temporary period. the length of the Free Trial period will be described in the Signup Form ("Free Trial Period"). The Free Trial Period will start on the date when the Customer signs up or as otherwise stated in the Signup Form and continue for the Free Trial Period, unless terminated earlier. The Free Trial is further described in Appendix A to this Agreement. Upon expiration of the Free Trial Period, the Customer will no longer have full access to the Wowza Service. The Customer will, however, still have access to the Wowza Account unless Wowza decides to terminate the Agreement pursuant to section 6.2. Wowza reserves the right, in its sole discretion, to refuse to allow a Customer to sign up for a Free Trial.
2. User Content Responsibility
Wowza is not responsible and assumes no liability for the Consumers' and other third parties’ conduct on Wowza’s software applications, or the use of the Wowza Service, including any review and other content published by the Consumers and other users ("User Content"). Wowza does not and cannot control or monitor the User Content and does not in any way endorse User Content. Nor do the opinions expressed in the User Content represent the opinions of Wowza, its affiliates or any officers, directors, employees, contractors or shareholders of Wowza and its affiliates.
2.3 No Endorsement
The Agreement shall not be considered or interpreted in any way as an approval, endorsement or recommendation of the Customer by Wowza, or of the Customer's products or the Customer's services. The Customer shall not under any circumstances market itself or in any way give public declarations in conflict with the above.
3. Customer Obligations
3.1 Customer’s General Obligations
The Customer shall be obligated to (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (ii) only use the Wowza Service on the domain(s) covered by the Agreement; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times. The Customer acknowledges that Wowza will have no responsibility for the Customer’s compliance with Privacy Laws. The Customer warrants and represent the Customer owns or has an exclusive license to operate the domain(s) listed on the Order Form.
When the Customer signs up for a Wowza Account, a password for login purposes for that account is created. This password may only be used by and for the Customer. The Customer is responsible for all use of the Wowza Service occurring under the Customer's Wowza Account. The login to the business account may not be shared. If the Customer has a need for more than one person to have access to the Customer's business account, the Customer must ensure that each person has his or her own login. Access to multiple business logins may require that the Customer licenses additional modules on the Wowza Service. The Customer and any person with a unique login to the Customer's business account must be contactable at any time via email as Wowza's system relies on continuous user authentication to be carried out via email, with no options for Wowza staff to bypass this, thus ensuring security.
4. Changes to the Agreement
4.1 Changes and Amendments
Wowza is entitled to modify and make changes to the Agreement and Guidelines that are referred to herein or that may otherwise be published by Wowza on its software application from time to time. The latest applicable versions will be available on Wowza's software application.
4.2 Applicable Version
Wowza will give the Customer prior notice on its software application if changes are made to the Agreement or the Guidelines. The latest versions of any of these documents shall be integrated parts of the Agreement. The Customer agrees that the continued use of the Wowza Service after any posted modified versions of the Agreement or the Guidelines entails the Customer's acceptance hereof.
5. Term of the Agreement
5.1 Effective Date
The Agreement becomes binding and effective on the date ("Effective Date") that the Customer: (1) clicks on the designated "accept" button; or (2) otherwise confirms its acceptance in writing, including by email.
The Agreement remains effective in accordance with the term described in the Signup Form. If a Signup Form is not applicable, the Agreement remains in force until terminated by one of the parties, as set forth in section 6.
Use of the Wowza Service under this Agreement is free of charge.
6.1 Termination by the Customer
The Customer can discontinue its use of the Wowza Service at any time. The Customer has the option to de-activate its Wowza Account at any time. De-activation of the Wowza Account and discontinuation of the Wowza Service can be done by through the Mobile App or by contacting email@example.com.
6.2 Termination/Suspension by Wowza
Wowza may without prior notice at any time and for any reason, including but not limited to a period of account inactivity, terminate the Customer's access to the Wowza Service, terminate the Agreement, suspend or terminate the Customer's Wowza Account. Wowza will notify the Customer of such termination or suspension.
6.3 Obligations Upon Termination
Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement.
6.4 Termination of Use
In case of termination of the Agreement, no matter the cause, the Customer is obligated to cease any use of the Wowza Service from the date of termination.
6.5 Reviews on the Software Application
Termination of the Agreement, no matter the cause, will have no effect on reviews posted on Wowza's software application even if such reviews have been posted as a result of the Customer's use of the Wowza Service. Reviews will remain on Wowza's software application, or other third-party networks until removed by the respective Consumer or by Wowza.
6.6 Injunctive Relief
The Customer's unauthorized use of the Wowza Service can be prohibited by way of injunctive relief without any requirement to post bond or other security.
The Customer shall indemnify, defend and hold harmless Wowza and its affiliates and its and their respective officers, directors, employees and agents (collectively “Indemnitees”) against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses (collectively “Losses”) suffered or incurred by any Indemnitee as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) (“Third Party Claim”) arising from or related to any assertion that (a) the use of any content provided by the Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law and/or the Guidelines; (b) the use by the Customer of Wowza’s Service violates the Guidelines or applicable law; (c) Wowza's use of Consumer data under this Agreement is in breach of the Data Protection Requirements or contractual commitment of the Customer; or (d) any email message sent or caused to be sent by Wowza on behalf of the Customer violates any applicable law, rule or regulation; (e) The Customer is or has breached any of the warranties or representations made by the Customer in this Agreement. The Customer shall not bring any claim against the Indemnitees arising from or related to any User Content, including without limitation any claim that the User Content is defamatory, offensive or otherwise harmful. The Customer shall indemnify, defend and hold harmless the Indemnitees against any Losses suffered or incurred by any of the Indemnitees as a result of any such claim, whether such claim is brought by the Customer, any of its affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders or other associated third parties.
8. Limitation of Liability
8.1 "As Is"
The use of the Wowza Service is the sole responsibility of the Customer. The Wowza Service is supplied "as is", it may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability, and Wowza does not guarantee the general applicability or availability of the Wowza Service or any data related to the Customer’s use of Non-Wowza Applications.
8.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
8.3 Under no circumstances shall Wowza be liable to the Customer for any of the following types of loss or damage arising under or in relation to this Agreement (whether arising for breach of contract, misrepresentation, (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty or otherwise): (i) any loss of profits, contracts, pure economic loss, business, business opportunity, loss or corruption of data or information or recovery of data or information, depletion of goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, wasted expenditure, anticipated savings or revenue (regardless of whether any of these is direct, special, indirect or consequential); or (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential); or (iii) any special, indirect or consequential loss or damage whatsoever, even if Wowza was aware of the possibility that such loss or damage might be incurred by the Customer.
8.4 Wowza is not liable for the Customer's use of the Wowza Service, including without limitation liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, restitution or otherwise arising from or in connection with the Agreement, the Wowza Service or any of the websites and/or software applications operated by Wowza.
8.5 Nothing in the Agreement shall exclude or limit either party's liability to the other for death or personal physical injury arising out of negligence, fraud or fraudulent misrepresentation.
9. Assignment and Transfer
The Customer is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Wowza. Any change of direct or indirect control of the Customer (whether by sale of controlling equity interests or otherwise) will be deemed to be an assignment of the Agreement by the Customer that requires Wowza’s prior written consent.
Wowza may assign and/or transfer any of its rights or obligations under the Agreement to any third party.
10. Intellectual Property Rights
10.1 Exclusive Rights of Wowza
The Wowza Service, including any content on the Wowza Service and all underlying technology (including all intellectual property rights embodied therein), is and will remain the sole and exclusive property of Wowza and will be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology is granted. If the Customer provides feedback, ideas, suggestions or comments on or regarding Wowza’s websites and/or software applications, the Wowza Service, the Lab Features or other services offered by Wowza ("Feedback"), the Customer hereby grants to Wowza a perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to fully exploit such Feedback for any and all purposes.
10.2 Wowza Designs
The Customer is only permitted to use Wowza's logos, graphics and trademarks ("Wowza Designs") if such right has been granted to the Customer by Wowza. The Customer will be able to see if such right has been granted by viewing the Customer's Wowza Account on Wowza's website and/or software application. If such right has been granted, the Customer is only entitled to use Wowza Designs in accordance with the Guidelines.
10.3 General Reference to the Customer
The Customer agrees that Wowza may use the Customer's name and logo on Wowza's software application and as a part of a general list of Wowza's customers for use and reference in corporate, promotional and marketing material.
11.1 Confidential Information
The parties are mutually obliged not to reveal the content of the Agreement to any third parties and to keep confidential the terms of this Agreement (including any Signup Form) and other pieces of information that the parties may have exchanged or may in the future exchange regarding their undertakings or business relationships under or in relation to this Agreement. Information which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.
11.2 Disclosure of Confidential Information
The duty of confidentiality does not include information which is already published or publicly known unless the publication is due to a breach of the confidentiality obligations laid down in the Agreement. Disclosure of confidential information is not prohibited if such disclosure: (a) is in response to a valid order or request of a court or other governmental body or in order for the party to cooperate with authorities, courts or governmental bodies; (b) is requested to be disclosed on a confidential basis to a party's attorneys, advisors or potential acquirers or sources of financing in connection with a due diligence request; or (c) is otherwise required by law.
Notwithstanding the foregoing confidentiality obligation, the parties shall be entitled to disclose the existence of this Agreement to third parties including its termination.
12. Code of Ethics
12.1 Wowza is committed to creating and maintaining the highest standards of trustworthy and useful reviews. The foundation to achieving this are Wowza’s core values of integrity, trust and transparency. Wowza expects those who use the platform and/or do business with Wowza to make decisions that align with Wowza’s core values. Wowza requires its customers, suppliers, contractors and business partners to adhere to the same core values.
13. Severability, Survival and Precedence
The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and of the Agreement as a whole.
The following sections shall survive termination of this Agreement; sections 6, 7, 8, 10, 11, 12, 13, 14, 15 and any other section that by its nature is intended to survive expiry or termination of the Agreement.
14. Entire Agreement
14.1 This Agreement constitutes the entire agreement between the Customer and Wowza in relation to its subject matter. It replaces supersedes all prior agreements, , warranties, contracts, and representations made by or on behalf of the parties whether oral or written.
14.2 No modifications of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
15. Governing Law and Jurisdiction
15.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with laws of the state of California. Each party irrevocably agrees that the courts of San Bernardino County, California in the first instance shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims)
16.1 Notices required to be given under this Agreement shall be in writing and can be delivered by email, hand, sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement or the Signup Form.
16.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email shall be deemed to have been received at 9.00 am on the first business day following delivery.
16.3 The Customer may contact Wowza via email at firstname.lastname@example.org or at the following mailing address:
7903 Elm Ave., #86,
Rancho Cucamonga, CA 91730
The provisions of this Appendix A shall apply together with the rest of the Agreement if the Customer is granted a Free Trial, cf. clause 1.5 of the Agreement.
1. Wowza's Obligations
1.1 In addition to the services provided under the Wowza Account, Wowza may provide the following services to the Customer during the term of the Free Trial:
1.1.2. Access to Wowza's Seller Review Service, which sends an email to Consumers on the Customer's activation with an invitation to post reviews of their shopping experiences.
1.1.3. Access to Wowza's Product Review Service, which sends an invitation to Consumers to post reviews of their experiences with the products sold by the Customer upon the Customer's activation. The invitation includes an invitation text and a direct link to the Wowza Service, where the Consumer can post a review of the Customer's products and at the same time automatically be registered on the Wowza Service. The invitation is sent by Wowza on behalf of the Customer, and it is thus a precondition for the Product Review Service that the Customer provides Wowza with the necessary information, cf. section 2.1.
1.1.4 Access to Wowza's API Solutions
Wowza has two API solutions: Wowza's public API and Wowza's customer API (collectively, the "API Solutions"). Should the Customer request so, Wowza will provide the Customer with a key to get access to one or both of the API Solutions. Wowza reserves the right not to issue a key to the Customer in case of suspicion that the Customer is carrying out conduct in violation of the Agreement or the Guidelines.
2. Customer's Obligations
2.1 Use of the Wowza Services
2.1.1 If the Customer enables the Wowza Service, the Customer must provide the necessary data for Wowza to create and send out invitations to Consumers. The data must be sent to Wowza using the provided interfaces and must include name, email address, reference number and product information, including a link to the product on the Customer's website and/or software application, a link to an image of the product, SKU for the product and a title. The Customer warrants and represents that the Customer is entitled to allow Wowza to process the data required to deliver the Wowza Service (including having obtained all necessary consents from the Consumers) and that the use of such data by Wowza to deliver the Product Wowza Service does not breach the Data Protection Requirements.
2.2.1 Product Reviews
The parties agree that the Customer may allow Google and other search engines to index the product review content to achieve better organic search engine results and publish Google rich snippets for the content on the Customer website and/or software application.
2.2.2 Use of Reviews
For the duration of the Free Trial Period, the Customer is granted a license to display reviews and/or Wowza ratings on the Customer's domain(s) covered by the Agreement. Such display must be in accordance the requirements laid down in the Agreement. At the end of the Free Trial, the Customer must cease all use of the reviews and/or Wowza ratings and remove any such display on the Customer's domain(s) and elsewhere.