WiseStamp Terms of Service

These WiseStamp Terms of Service govern the relationship between WiseStamp Technologies Ltd. and any of its affiliates (“WiseStamp”, “us”, “we” or “our”) and you, or an entity you represent (“you” or “your”), together with any Offer to which these Terms of Service may be attached to and our Privacy Policy (together, the “Terms”), with respect to your use of the WiseStamp email management services which enables the design and customization of your personal/personnel’s emails with a unique signature; any of the WiseBrand – additional products such as “WiseIntro” – personal web page (https://wiseintro.co), “WiseKick” – webpage promotion (https://kick.wisestamp.com), “WiseCard” – business cards creation (cards.wisestamp.com) and “WiseSign” – electronic documents signature (https://sign.wisestamp.com); this website and all WiseStamp websites; and any associated services (together, the “Services”).

By using the Services, you are accepting and agreeing (including on behalf of the entity you represent) to be bound by these Terms and representing that you have full right, power, and authority to enter into and perform hereunder. Please read these Terms carefully before using the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

WiseStamp reserves the right to make changes, at any time, to the Services, websites and these Terms. Any revised Terms will be available on the WiseStamp website. You are responsible for periodically reviewing these Terms. Changes, amendments and modifications to these Terms will be deemed effective once posted online, unless otherwise noted. Your continued use of the Services following any modification constitutes your acceptance of the modified terms (except to the extent that other notice or consent is required by applicable law). If you do not agree with the modified terms, you should discontinue any access to or use of the Services immediately.]

Access and Use

To access and use the Services, you will need to register and create a WiseStamp account (the “Account”). Account registration shall be made by completing an online registration procedure. To create the Account, you will provide us with full name, password, and valid email of each authorized admin that shall act on your behalf and as your authorized representative (the “Authorized Admin/s”) and any required credentials required to integrate with any of your third party service providers. In order to use the Services, you and your Authorized Admin shall provide us with all the details requested to appear in your personnel’s signatures which may include designs, images, animations, videos, audio files, logos, illustrations, compositions, artworks, text, literary works and any other materials (“Content”).

Your Account is password protected. In order to protect the security information available on your Account, you must safeguard and not disclose your Account log-in details and must supervise the use of such Account. You are and will be solely and fully responsible for maintaining the confidentiality of the password and Account and for all activities that occur under your Account. You may be further provided with an authentication token (the “Token”) which enables the integration of certain features Services and/or Pre-Release Features. You must safeguard and not disclose the Token and must supervise the use of such Token. You are solely and fully responsible for maintaining the confidentiality of the Token and for all activities that occur with its use.

CANCELLING OR TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.

By using the Services, you represent that: you are at least 16 years old; you are qualified to use the Services; and, if applicable, you will operate and conduct your business in accordance with any professional laws, rules and regulations which apply to you or to the field of practice in which you operate, to the extent exist, and with any legal obligations imposed on you in connection therewith.

Right to Use

Subject to your full compliance with the Terms and payment in full of all applicable fees, WiseStamp grants you, for the Term set forth herein or in an applicable Offer (“Offer”), a non-exclusive, non-transferable, non-sublicensable, limited right to use the Services solely for internal use and not for any further commercialization, all strictly in accordance with these Terms.

We may make available to you instructions, user guides or manuals, at any time, in electronic form, that describe the operation, use or technical specifications of the Services (“Documentation”) solely in connection with the use of the Services. The Documentation shall be considered as our Confidential Information. Unless the Documentation is separately referred to herein, all references in these Terms to the Services shall include the Documentation.

Support 

We provide certain levels of Support Services in accordance with our different plans as further described here. (“Support Services”).

WiseStamp will use commercially reasonable efforts to make its Services available with a yearly uptime percentage of at least 99.99%. This does not include (i) scheduled down time; (ii) unavailability that is attributable to: (a) causes beyond WiseStamp’s reasonable control or the performance of any third party hosting provider, communications or internet service provider, equipment or software or any other third-parties that may be related to the WiseStamp Services: (e.g. Google, Microsoft, Mail-Protection services); (b) any of your actions or omissions or of any third party acting on your behalf.

Restrictions

Except as expressly permitted hereunder, you may not, nor shall you authorize or assist any third parties to: (i) use and/or commercially exploit the Services for any purpose other than as provided hereunder and in any way not explicitly permitted under these Terms; (ii) use the Services on any system or network other than your system or network that is owned, secured and overseen by you; (iii) transfer, distribute, reproduce, download, publish, disclose, disseminate, copy, emulate, assign, sublicense, sell, pledge, rent, lease, share or permit any third party to access the Services; (iv) reverse-engineer, decompile, disassemble, alter, enhance, improve, add to, delete from, make derivatives of, separate into component parts, or otherwise modify, or derive (or attempt to derive) the technology or source code underlying, the Services, or otherwise attempt to discover or recreate the source code of the Services, or any part or component thereof, provided in object code or source code format; (v) interfere in any manner with the functionality of the Services or use them in any way that breaches any code of conduct, policy or other notice applicable to the Services; (vi) remove, alter, or obscure any proprietary notices (including copyright notices) in the Services; (vii) use the results of any benchmarking or testing of the Services or the services themselves for its own competing development activities; (viii) disparage WiseStamp the services offered by it in any manner; or (ix) otherwise use the Services not in compliance with these Terms or in a way that adversely affects WiseStamp or the Services.

You shall not use the Services in association with any web sites or content that include: graphically violent content, racial intolerance, or advocacy against any individual, group, or organization; pornography, adult, or mature content; hacking/cracking content; illicit drugs and drug paraphernalia; excessive profanity; gambling or casino-related content; content regarding programs which compensate users for clicking on ads or offers, performing searches, surfing websites, or reading emails; excessive, repetitive, or irrelevant keywords in the content or code of web pages; sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns); sales or promotion of beer or hard alcohol; sales or promotion of tobacco or tobacco-related products; sales or promotion of prescription drugs; sales or promotion of products that are replicas or imitations of designer goods; any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others; or or that are otherwise illegal or that involve fraud, spamming, false, misleading or unauthorized advertising or representations, use of stolen credit cards, money laundering and unauthorized use of any intellectual property rights, privacy rights or other third party rights.

Should we become aware of your violation of this section or any part of it, we shall be entitled at our own discretion, to terminate your use of the Services immediately and notify relevant authorities.

Pre-Release Features

In addition to the Services, WiseStamp may make available to you, Beta or pre-release features (“Pre-Release Features”). Pre-Release Features are not considered “Services” under these Terms and may be subject to supplemental terms in addition to those set out herein, which will be presented to you; however, all restrictions, WiseStamp’s reservation of rights and your obligations concerning the Services, and use of any related Third-Party components shall apply equally to your use of Pre-Release Features.  WiseStamp may discontinue Pre-Release Features at any time in its sole discretion and may never make them generally available and is not obligated to provide any maintenance, technical, or other support for the Pre-Release Features.

You hereby acknowledge that the Pre-Release Features (i) are not at the level of performance or compatibility of final, generally available services; (ii) may not operate correctly, (iii) may be modified prior to being made generally available; (iv) may not be made for general release, and (v) should not be used in a commercial way.

By using the Pre-Release Features, you understand and acknowledge that the Pre-Release Features are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Pre-Release Features may contain bugs, errors, and other problems. You will immediately inform us of any bugs or errors experienced, and otherwise provide your feedback to, and cooperate with, WiseStamp on Pre-Release Features as reasonably requested by us. WISESTAMP TAKES NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE PRE-RELEASE FEATURES AND YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE PRE-RELEASE FEATURES, AND ANY LOST OF OR DAMAGE TO SOFTWARE, INFORMATION OR DATA

Obligations and warranties

You hereby warrant and represent that you will comply with all applicable national and international laws that apply to your use of the Services, including any applicable US export regulations, as well as end user, end use and destination restrictions which may be issued by applicable governmental authorities; you are not a resident of and/or will not use our Services in a country that the U.S. government has embargoed, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations; you understand that WiseStamp does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use of the Service or your compliance therewith.

Our Fees

Some of our Services may be offered free of charge. Other Services, or certain features therein, are provided in consideration of fees as further detailed in the applicable pricing page: https://www.wisestamp.com/pricing/.

Please note that the subscriptions to the Services may operate with automatic renewal, on a recurring-fees basis, therefore we may attempt to automatically renew the applicable Service for a renewal period equal in time to the original subscription period for such Service, and automatically charge you the applicable fees using the payment method We have on file. All fees and other amounts paid under these terms are non-refundable.

You are responsible for payment of any taxes resulting from the acceptance of our Services. If any taxes are required to be withheld at source and remitted to an authorized tax authority, you will pay us an amount such that the net amount payable to us after withholding of taxes shall equal the amount that would have been payable under these Terms if such withholding was not applied.

Third Party Components

You hereby acknowledge and confirm the utilization of third-party software components in the Services including without limitation components licensed under free or open-source licenses, and herby consent to and acknowledge the use of such third-party components and that use of such third party components may be subject to separate terms, licenses and notices. Third-party components are utilized on an “AS IS” basis without any warranty whatsoever. You may also integrate access to your social network accounts when using the Services (e.g. your Facebook account, LinkedIn page, YouTube, etc.). Use of data provided by social networks is subject to our Privacy Policy.

YouTube Add-Ons

To the extent applicable, in order to provide a YouTube add-on feature on the Services (in the email signature) we will use the YouTube API. By using the YouTube social icon and/or add-on features you hereby agree and consent to YouTube’s terms of service.

Proprietary Rights

No rights other than those expressly set forth herein shall pass to you. You agree and acknowledge that, as between you and WiseStamp, we have sole and exclusive ownership of the Services and any part thereof, and we retain all right, title and interest in the Services, including any modifications, enhancements, improvements, updates and upgrades to, and derivative works of, the Services, including any trademarks, logos, and all Intellectual Property therein or related to any of the foregoing. “Intellectual Property” shall mean all inventions, ideas, concepts, analyses, (whether patented, or patentable, or not), methods, methodologies, designs, processes, patents, patent applications, rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, moral rights, any information, ancillary materials, devices, results, know-how, and all rights relating to the protection of trade secrets and confidential information; design rights and industrial property rights; software, all code including source code, object code, firmware; rights similar to those set forth herein and any other proprietary rights relating to intangible property.

You may provide us with feedback regarding the use, operation, performance, and functionality of the Services, including identifying potential errors and improvements (“Feedback”) and you hereby grant us a perpetual, irrevocable, worldwide, unlimited, sublicensable, fully paid-up and royalty-free right to use the Feedback in any manner.

You shall own your Content provided to us and used with the Services and you hereby grant WiseStamp a non-exclusive, for the Term only, revocable license to use your Content solely in order to provide you with the Services. You warrant that you are the rightful owner of all rights to the Content or that you are licensed by the rightful owners to provide to us and use such Content through the Services. Without derogating from the foregoing, we do not endorse or assume any responsibility with respect to Content used by you through the Services and marked improperly.

We may delete, remove, or refuse to use any Content for any reason we may consider to be justified in our sole discretion, including: (i) preventing misuse of the Services; (ii) when we deem the content to be in breach of these Terms, or an infringement of any applicable law; (iii) when your Account is cancelled, either by yourself or by us; and (iv) if we have received complaints regarding the Content.

Nothing in the foregoing, however, shall impose on us any responsibility to check, review, screen or supervise any Content you provide us, and nothing in the foregoing shall derogate from or relieve you of any of your representations, warranties and undertakings made under these Terms.

Privacy

You will comply with all applicable privacy and data protection laws and regulations as amended from time to time that apply to you (“Data Protection Laws”). To the extent that the provisions of Regulation (EU) 2016/679 (“GDPR”) or the provisions of the California Consumer Privacy Act (“CCPA”) apply to the processing of personal data under these Terms, the Data Processing Agreement linked herein serves as an integral part of these Terms and the Data Protection Laws shall include the GDPR and/or CCPA. You hereby confirm that with respect to any personal information provided by you to WiseStamp, including as part of your Content (“Customer Data”), you have made all necessary disclosures and notices and received all required consents prior to providing WiseStamp with such Customer Data and you have all rights, consents and authorities to use and provide such Customer Data. You will not provide WiseStamp any additional personal information not required by WiseStamp in order to provide the Services.

You further confirm that you have full right and authority to permit WiseStamp (as your third party service provider) to install, connect and employ (or have installed/connected/employ) the Services and any such components on, or in connection with, the your networks and systems, for the sole purpose and solely as necessary to provide the Services and to carry out these Terms, and to collect, transfer (including to jurisdictions outside the jurisdiction of WiseStamp) store, process and use Customer Data for the provision of the Services including Support Services pursuant to these Terms, and that such use of the Services and related services and such collection, storage, and use of Customer Data as contemplated herein, will not violate any applicable law including any Data Protection Laws, regulation or rules or breach any contractual agreement to which you are a party or any rights of third parties.

WiseStamp shall use Customer Data solely for the provision of the Services including any Support Services. All use by WiseStamp of the Customer Data shall be subject to WiseStamp’s Privacy Policy linked herein which serves as an integral part of these Terms.

Please note that WiseStamp does not provide HIPAA-compliant services. While WiseStamp Services may transmit certain PHI, WiseStamp doesn’t store copies of such data and simply acts as a conduit transporting information (and not a business associate) through which PHI flows.

Security

We implement and maintain environment and information security systems and procedures to secure Customer Data and to prevent unauthorized access to the Services and any information used therein and other safeguards against the destruction, loss of, or alteration of Customer Data in our possession and during the electronic transmission, storage, and use thereof as further detailed in our Security Page.

Indemnification

You agree to indemnify, defend and hold harmless WiseStamp and its officers, managers, directors, shareholders, employees, sub-contractors, agents, licensors, and anyone acting on their behalf, at your expense and immediately after receiving written notice from us, from and against any damages, loss, costs, expenses, and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim or demand by any third party, including your personnel arising from or in connection with your breach of these Terms; or alleging that any Content or Customer Data provided by you in order to use the Services infringes any third-party patent, copyright or other intellectual property right or violates any privacy right or breaches any Data Protection Laws; or arising from you gross negligence or wilful misconduct. You will pay the amount of any adverse judgment or settlement, provided that WiseStamp gives you written notice promptly following receipt of notice of such claim, suit or proceeding, and full information and reasonable assistance in the defense or settlement. You shall be entitled to direct such defense and to settle or otherwise dispose of such claim, suit or proceeding as you see fit, provided that any settlement intended to bind WiseStamp shall not be final without WiseStamp’s written consent.

Disclaimer; Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING AS TO THE SUITABILITY, RELIABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WISESTAMP EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTEES, WHETHER ORAL OR WRITTEN, IMPLIED, EXPRESS OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WISESTAMP SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WISESTAMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WISESTAMP SHALL NOT BE RESPONSIBLE FOR ANY FAULTS, DELAYS OR INTERRUPTIONS IN THE SERVICES, WHICH ARE A RESULT OF ANY FAILURE OF THE WEBSITE, FORCE MAJEURE EVENTS, INACCURACIES OF ANY KIND, RESTRICTIONS IMPOSED BY THE GOVERNMENT OR TELECOMMUNICATIONS SERVICE PROVIDERS, YOUR BREACH OF THESE TERMS, INCORRECT OR INCOMPLETE INFORMATION AND/OR ACTS OR OMISSIONS OF THIRD PARTIES. WISESTAMP ASSUMES NO LIABILITY FOR YOUR USE OF THE SERVICES. YOU AGREE THAT USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

Term

These Terms shall apply for an initial term of 12 months (“Initial Term”) commencing on the moment of your acceptance, by clicking on the “signup” button and shall automatically renew for successive 12-month periods, unless either you or we notify the other party that it does not wish to renew the Services and these Terms at least thirty (30) days prior to the end of the Initial Term or any applicable renewal term, or unless it is terminated in accordance with the following provisions (the Initial Term together with any other renewal term thereafter shall be referred to as the “Term”). Fees for non-free plans for each renewal term should be made within 7 days of the automatic renewal. Should fees not be paid within 14 days of such automatic renewal, the Account shall become non-active.

We offer, part or all of our Services as a free, no-obligation trial service for a period of 14 days unless terminated earlier by either you or us, for any reason (“Trial”). We reserve the right to modify, cancel and/or limit this Trial at any time and without liability or explanation. The Trial is governed by these Terms and are provided hereunder on as “As-Is” and “As Available” basis, with no warranties, express or implied, of any kind.

Termination

You may terminate your use of the Services for convenience during the first 14 days of the Initial Term, by providing us with a written notice. Refunds of fees already paid for non-free plans will be provided for terminations made within these initial 14 days only.

We may cancel your use of the Services and terminate your Account upon your breach of these Terms by providing you with a written notice (provided that if the breach is curable, you may cure such breach within 7 days before such termination).

Upon termination for any reason and without limiting any other provision hereof: (i) you shall immediately cease using Services and Documentation including any copies thereof; (ii) each party shall, at the other party’s election, either promptly return or destroy all Confidential Information; and (iii) any provision that by its nature survive such termination shall survive any termination or expiration of these Terms.

Canceling or terminating your Account may cause the loss of certain information you provided us and/or the capacity of your Account. We do not accept any liability for such loss.

Please also note that additional fees may apply to the re-activation of an Account and/or any Services following their cancellation, as determined by us in our sole discretion.

Use of Name and Marks

You agree that WiseStamp may include your name and logo in lists, presentations, webpages and displays used by WiseStamp which generally describe its customers.

Governing Law; Jurisdiction

These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Delaware, USA, will have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms.

General

Neither party will be liable by reason of any failure or delay in the performance of the obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemics, terrorism, and governmental actions. WiseStamp may give you notice by means of a general notice or by electronic mail to your e-mail address on record. Such notice shall be deemed to have been given upon the expiration of 48 hours after posting or 12 hours after sending by email. You may give notice to WiseStamp at any time by contacting support@wisestamp.com. We reserve the right to publish – including on our website – any communications with you, as long as your personal details shall not be revealed without your prior consent.

These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval. We may assign our rights and/or obligations hereunder without your consent or without prior notice to you. Subject to the foregoing conditions, these Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized herein will be null and void. These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.