Waiver and Release
This Waiver and Release is a legal agreement (“Agreement”) by and between Wix.com Ltd. (“Wix” or with "us" or "we") and the Agency / Consultant (also referred to herein as “you” or “your”) as set forth in the Wix terms which are included by reference and should be read together with the Wix Terms of Use (https://www.wix.com/about/terms-of-use) which are hereby incorporated by reference and which govern your use of the Wix Website (www.wix.com), the Wix mobile application and/or any other services, applications and features offered by us with respect thereto, except where we explicitly state otherwise. This Agreement and abovementioned terms shall be referred collectively as the “Wix Terms”. Capitalized terms unless otherwise defined shall have the meaning ascribed to them in the Wix Terms of Use.
1. You have been granted the option to participate as one of our selected users in such voluntary Wix Zoom Feedback Session (“Feedback Session”) under which you will be requested to provide certain consultancy services on a one-time basis with including but not limited to providing feedback on its site building, features, and functionality.
2. Your Obligations
A. It is hereby clarified that any and all intellectual property in and to the Deliverables shall be solely owned by us for all intents and purposes, and you hereby irrevocably transfer and assign to us all worldwide patents, patent applications, copyrights, mask works, trade secrets, moral rights and other intellectual property you may have in the Feedback Session, and waive any right you may have that cannot be assigned (“Ownership”). You may from time to time choose, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to your participation in the Feedback Session (“Feedback”). If you choose to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use, disclose, reproduce, license, distribute, implement or otherwise commercialize any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you, and waive any right that cannot be assigned. To the extent that the foregoing relating to Feedback & Ownership is deemed ineffective, you also grant us a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use such Feedback. You further agree to perform all acts reasonably requested by us to perfect and enforce any intellectual rights, as well as assist us, as requested, to obtain and enforce any patents, copyrights, mask work rights and any other legal protections for the Feedback.
B. You understand that some or all of the content presented by Wix in the Feedback Session is experimental and pre-released, and you agree that by using those means you may experience errors or inaccuracies that could cause failures, corruption or loss of information.
C. You acknowledge that through your participation in the Feedback Session you might have access to new in development features or applications. As such, you acknowledge that you have an absolute duty of confidentiality regarding the participation in the Feedback Session.
D. You warrant and represent that you shall not, under any circumstances, copy or attempt to copy by any means, reverse engineer or attempt to reverse engineer any of the content discussed or shown in the Feedback Session. You agree not to disclose any content discussed or shown in the Feedback Session to third-parties whether in person, through any digital media, blogs, news sources, social networks or any other form of communication. The aforementioned shall not apply to cases in which we grant you a written approval to do so.
E. In addition to your obligations under the Wix Terms of Use, you unconditionally guarantee that any elements of text, code, graphics, photos, videos, designs, trademarks or other artwork (the “Content”) furnished to us during the provision of the consulting services provided by us hereunder, are owned by you, or that you have the permission and license from the rightful owner to use each, and you hereby grant us the right to use, demonstrate and review such Content as part of this Agreement. You will further hold harmless, protect and defend us and our officers, directors, shareholders, employees, affiliates and agents from any claim or suit arising from the use of Content furnished by you. At all times it is your responsibility to ensure that all Content used on your website has licenses or permission from the lawful owner of such Content. Under no circumstances will we be liable for any consequences, whether direct or indirect, that arise from the use of such Content. For the avoidance of doubt, the Content shall constitute User Content (as defined in the Wix Terms of Use) and you shall own all intellectual property pertaining to it.
F. In addition to your representations under the Wix Terms of Use, You hereby warrant and represent that (a) you are not prevented or barred, in any way, from participating in the Feedback Session or accepting the Agreement and the Wix Terms, and such shall not conflict with or cause the breach of any agreement, undertaking or law to which you are subject or bound, including without limitation, any confidentiality or non-competition agreement, and does not require the consent of any person or entity; (b) You shall not use or disclose, during the participation in the Feedback Session, any confidential or proprietary information of any third party whatsoever; (c) none of the elements requested infringe any third party rights.
3. No Warranties or Guarantees
A. It is hereby specifically reiterated, in addition to the provisions of the Terms of Use, that the provision or use of the Deliverables and/or any of its derivative features, as well as your participation in the Feedback Session, does not guarantee you any profit, revenue, savings, sales, business opportunities or other benefits.
B. IN RETURN OF YOUR PARTICIPATION, YOU WILL BE GRANTED WITH A US$100 DIGITAL GIFT CARD. YOU WILL NOT BE ENTITLED FOR ANY OTHER COMPENSATION OR CONSIDERATION IN RETURN FOR YOUR PARTICIPATION IN THE FEEDBACK SESSION OR WITH REGARDS TO ANY FEEDBACK GIVEN BY YOU DURING THE FEEDBACK SESSION OR WITH REGARDS TO IT.
C. ANY ACTION YOU TAKE IN CONNECTION WITH THE AGREEMENT IS AND SHALL REMAIN STRICTLY AT YOUR OWN RISK, AND WE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER WITH RESPECT THEREOF.
4. General Provisions
A. Entire Agreement. These Wix Terms and any other legal or fee notices provided to you by Wix, shall constitute the entire agreement between you and Wix concerning the subject matter hereof or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Wix and you, including those made by or between any of our respective representatives, with respect to any of the Wix Services. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Wix in entering into any of the Wix Terms.
B. Severability & Waivers. If any provision of the Wix Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the Wix Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.