TERMS OF SERVICE
addwish ApS ("we", "our" or "us") operates the addwish website, app and platform (collectively, the "Platform") that make it easy for people to share and view wish lists so that no gift ever has to be returned again.
By clicking the "I Agree" button below, you accept the provisions of this Terms of Service Agreement (the "Agreement"). Upon your acceptance of the Agreement, you will be assigned an addwish account. 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 this Agreement, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
We may modify this Agreement from time to time and such modification shall be effective upon posting information hereof on the Platform. You will be deemed to have agreed to any such modifications by your further use of the Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please discontinue use of the Services immediately.
This Agreement was last modified on 13 June 2017.
Currently, we offer two categories of services ("Services"), including (i) a basic version free of charge, and (ii) a version subject to a fee. Depending on your subscription, you may change from one category of Services to another by providing 30 consecutive days’ notice and contingent upon your acceptance of the terms and conditions specific to the new category of Services, hereunder payment terms as described in this Agreement and in your order confirmation.
We may at any time and without notice remove, modify or make changes to the Services made available to you. Further, we may offer additional features and possibly at additional costs in addition to the Services described on the Platform. The use of any such additional features when offered will be subject to this Agreement, and you will be deemed to have agreed to this if you start using such additional features.
We will publish information on the Platform about any planned features for future releases (designated "upcoming features" or similar). Such upcoming features may at any time be modified or relinquished at our sole discretion.
The exact scope of the Services is described on the Platform and/or in your order confirmation.
Generally, you will be authorized to add the addwish button ("addwish Button") to your website. For as long as you maintain the addwish Button on your site, your customers will have the ability to add any of your products to their wish lists on the Platform so that those people with whom those wish lists are shared can easily be directed to your website in order to purchase the products.
In addition, when you add the addwish Button on your site, your products will be included in the database of products that may be suggested to users of our Platform who are searching for products to add to their wish lists. The visibility, promotion etc. of your products on the Platform depends on which category of Services you choose.
Notwithstanding the foregoing, nothing herein shall be construed as guaranteeing that your products will be suggested to users. In addition, you agree that certain products may not be capable of being suggested based on the formatting or file types of the underlying files or other issues, and that we can refuse to add a product to, or delete a product from, our database, at our sole discretion, including in the event a product is unilaterally by us is considered offensive or faulty. Finally, you agree that we shall in no circumstances be liable for any inaccurate communication of Your Content (as defined in clause III(A) below) on the Platform, including your prices.
II. PAYMENT TERMS
If you have subscribed for a category of Services which is subject to a fee, payment shall be made as specified in your order confirmation. You acknowledge and agree that our Services are offered on a subscription model with automatic renewal at the end of each subscription period ("Renewal Date") and therefore subject to recurring payments (if subject to a fee). Your subscription will continue to be renewed automatically with a term equal to the original term unless you terminate the Agreement prior to the Renewal Date.
If this Agreement is terminated or another category of Services is chosen during a subscription period, you will not receive any refund for any unused portion of the current subscription period. Further, in the event that we remove, modify or make changes to the Services, the applicable fee, if any, will not be adjusted, unless the value of the Services is materially reduced.
The applicable prices for any type of subscription are posted on the Platform and specified in your order confirmation. Prices are subject to changes with 30 days prior notice in the event that the number of your customers either increase or decline significantly.
Prices in general may be modified from time to time and such modification shall be effective as from the next Renewal Date after the date where such modification was posted on the Platform.
You will be deemed to have agreed to any such modifications by your further use of the Services after the next Renewal Date.
A. Proprietary Rights
With the exception of content posted by users of the Platform ("User Submissions") and advertising or other materials belonging to third parties ("Third Party Content"), all materials contained on the Platform, and all aspects of the Services, including the addwish Button, and the software, graphics, domain names, text and look and feel of the Platform, and all trademarks (including ADDWISHTM), copyrights, patents and other intellectual property rights related thereto ("Proprietary Materials"), are owned or controlled by addwish ApS, our subsidiaries or affiliated companies, our third party licensors, other affiliates, and/or our advertising partners.
You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Proprietary Materials, or any other protectable aspects of the Platform, in whole or in part, other than as expressly indicated herein.
Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable, revocable limited license subject to the limitations herein to use the Proprietary Materials solely in connection with your use of the Services described herein. Your right to use such Proprietary Materials includes the right to describe the Services to your users and to create your own version of the addwish Button that may better fit within your site’s branding and color strategies, provided that you agree that (a) you will always use our ADDWISH trademark in connection with any button you create and (b) we may require you to modify or delete your button or description of our Services at any time. You agree not to use any other Proprietary Materials for any other purpose.
We acknowledge and agree that, as between you and us, you are the owner of all images, trademarks, logos and other content on your site, in your advertising or in any other materials you provide to us ("Your Content"), and all intellectual property rights therein.
You hereby grant us a non-exclusive license to make use of Your Content on the Platform in connection with the Services, including the right to reference your brand and display your product information and images. In addition, you grant us the right to add a button to the browsers of any addwish account-holders who visit your site in order to more easily facilitate the addition of your products to such user’s wish list; provided that we will provide you with the means to modify the placement and size of such button or to opt out of such button appearing on your site.
You hereby agree that we may reference your company and its use of our Services in private customer and prospect communications, and on our Platform and/or other forums. You also agree that we may reference your company and its use of our Services in marketing and public relations materials, including a press release announcing you as a new customer and the inclusion of you as a customer in our company boilerplate. You hereby grant us a nonexclusive, worldwide license, to use and display your trademarks, trade names and logos in connection with the foregoing uses.
E. User Submissions and Third Party Content
We are not responsible in any way for any User Submissions or Third Party Content on the Platform, or any other conduct by our users, including any statements that may disparage your site or your products. If you feel that any User Submissions or Third Party Content on the Platform infringes your rights, please notify us immediate at email@example.com. You have no right to use any User Submissions or Third Party Content on our Platform for your own purposes without first obtaining rights from the applicable party.
F. Representations and Warranties
You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of Your Content and Product Information and to enable inclusion and use of Your Content and Product Information in the manner contemplated by this Agreement. You further represent and warrant the Product Information is accurate, Your Content will not defame any third party and that the use of Your Content and Product Information on the Platform will not violate or infringe upon the intellectual property rights, or the rights of privacy or publicity, of any third party.
IV. YOUR RESPONSIBILITIES
You agree that you:
will provide us with accurate information regarding the countries/regions to which you ship your products and to continue to update such information if your shipping capabilities change;
are solely responsible for the accuracy, quality, integrity and legality of Your Content and Product Information and of the means by which you acquired Your Content and Product Information;
use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use;
are responsible for any products sold through your site;
accept full responsibility for all activities that occur within your Account.
are responsible for ensuring that all your computer systems, technology or other similar items used in connection with the Services do not interfere with or disrupt the integrity or performance of the Services; and
use the Services only in accordance with all applicable laws, regulations, rules, orders and other requirements of any applicable international, federal, state or local governmental authority.
You agree that you will not:
decompile, reverse engineer or reverse assemble any portion of the Services, or attempt to discover any source code or underlying ideas or algorithms of the Services;
access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services;
attempt to gain unauthorized access to the Services or their related systems or networks; create more than one addwish account
register a new addwish account if you have previously had an account terminated by us.
V. CUSTOMER PURCHASES
The Platform may enable users of our Platform to order and receive products, information and services from you. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the products, services or information, opinion or advice ordered or received by your customers from you are solely between you and such customers. We are not liable for the accuracy, completeness, or usefulness of information provided by your or your customers or the terms of any transaction between you and such customers. We will not be a party to or in any way be responsible for monitoring any transaction between you and such customers, or for ensuring the timely payment by such customers of any purchase amounts.
In the event that we, upon your request, send e-mails or other forms of communication on behalf of your users, when they are using our Services, you understand and acknowledge that you are solely responsible for securing, by means of prior obtained user consent, that the user’s marketing permissions extends to us. In no event shall addwish be held liable for your failure to obtain such consent. Should we be met with a claim or fine by a user, a representative of user, or an authority, such claim shall be directly transferred to, and settled by you without undue delay.
VI. DISCLAIMERS AND LIMITATION OF LIABILITY
THE PLATFORM IS PROVIDED BY US AND OUR WEBHOST ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE PLATFORM, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT USE OF THE PLATFORM WILL BE 100% SECURE, UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE PLATFORM; OR (IV) THAT THE PLATFORM, ITS SERVERS, OR EMAIL SENT FROM OR ON BEHALF OF ADDWISH APS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO THOSE THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO ADDWISH APS’ RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE PLATFORM.
WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL ADDWISH APS BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID ADDWISH APS IN THE ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM AND, IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY SHALL BE TO CEASE USING THE SERVICES AND TERMINATE YOUR ACCOUNT.
CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
VII. APPLICABLE LAW; JURISDICTION
The Platform is created and controlled by us in Denmark. As such, the laws of Denmark will govern this Agreement. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of Denmark for any litigation arising out of or relating to use of or purchase made through the Platform (and agree not to commence any litigation relating thereto except in such courts).
You agree to indemnify and hold addwish ApS, our subsidiaries, and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Platform or Services in violation of this Agreement and/or arising from any breach of your representations, warranties or responsibilities set forth above and/or if any of Your Content or Product Information causes us to be liable to another.
The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
X. TERMINATION ETC.
Without limiting anything in this Agreement, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your addwish account and/or your access to all or any part of the Platform or Services at any time, for any or no reason, with or without prior notice, and without liability, including in the event we stop offering the Services or your addwish Button is inactive for any extended period of time. We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the Platform or Services if we determine, in our sole discretion, that you have violated any of the terms of this Agreement. In addition, we may terminate your addwish account without notice in the event you fail to make any payments or accurately list or update your shipping capabilities. You may at any time terminate this Agreement by use of the deactivating feature on your addwish account. Upon termination of your addwish account for any reason, any advertising or suggesting of your products shall immediately cease.
This Agreement and your order confirmation constitute the entire agreement between you and us regarding the use of the Platform and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.