Terms and Conditions of Use
Effective from July 1, 2013
- Changes to the Agreements
- Enjoying Wermz
- License and assignment
- Third Party Applications
- User generated content
- User Guidelines
- Copyright infringement
- Technology limitations and modifications
- Export control
- Term and termination
- Entire agreement
- Choice of law, mandatory arbitration and venue
- You and Wermz agree that any dispute, claim or controversy arising out of or relating in any way to the Wermz Service or your use thereof, including our Agreements, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Wermz are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of these Agreements and the termination of your Wermz account. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the "AAA Rules"), as modified by these Agreements, and as administered by the AAA. You and Wermz agree that these Agreements involve interstate commerce and are subject to the Federal Arbitration Act.
- You and Wermz agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy or unauthorized use of the Wermz Service are NOT subject to mandatory arbitration. Instead, you and Wermz agree that these claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by courts of competent jurisdiction in San Francisco County, California or New York, New York, and that applicable California and/or Federal law shall govern, without regard to choice of law principles.
- YOU AND WERMZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person's claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief.
- Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA's Consumer Rules with the remainder paid by Wermz. Any arbitration costs or fees deemed "excessive" will be paid by Wermz.
We're pleased to make our Service available to you. The Wermz Service includes social and interactive features. Learn more about the Wermz Service here.
In order to use the Wermz Service, you need to (a) be 18 or older, or be 13 or older and have your parent or guardian's consent to these Terms, and (b) have the power to enter a binding contract with us and are not barred from doing so under any applicable laws. You also warrant that any registration information that you submit to Wermz is true, accurate and complete, and you agree to keep it that way at all times.
Occasionally we may, in our discretion, make changes to the Wermz Service and Agreements. When we make changes to the Agreements that we consider material, we'll notify you through the Service. By continuing to use the Service after those changes are made, you are expressing and acknowledging your acceptance of the changes.
Wermz account holders may enjoy the Wermz Service by any of the following means:
• Free Service: an ad-based, free-of-charge service; or
• Mobile Service: via a supported mobile handset.
The Wermz Service and the content provided through it are the property of Wermz or Wermz's licensors, and we grant you a limited, non-exclusive, revocable license to make personal, non-commercial (except as permitted under Section 11) use of the Wermz Service and to receive the media content made available through the Wermz Service in (the "License"). This License shall remain in effect for a period of 20 years unless terminated by you or Wermz.
The Wermz software applications are licensed, not sold, to you, and Wermz retains ownership of all copies of the Wermz software applications even after installation on your Devices. Wermz may assign these Agreements or any part of them without restrictions. You may not assign these Agreements or any part of them, nor transfer or sub-license your rights under this License, to any third party.
All Wermz trademarks, service marks, trade names, logos, domain names, and any other features of the Wermz brand are the sole property of Wermz. This License does not grant you any rights to use the Wermz trademarks, service marks, trade names, logos, domain names, or any other features of the Wermz brand, whether for commercial or non-commercial use.
You agree to abide by our User Guidelines and not to use the Wermz Service (including but not limited to its content) in any manner not expressly permitted by the Terms.
Third party software libraries included in the Wermz Service are licensed to you either under these Terms, or under the relevant third party software library's license terms as published in the help or settings section of our desktop and mobile client and on our website.
Wermz users may post, upload and/or contribute ("post") content to the Service, including articles, news feeds, pictures and text ("User Content"). You are solely responsible for any User Content you provide and for any consequences thereof. You represent that you have the right to post any User Content which you post to the Service, and that such User Content, or its use by us as contemplated by this Agreement, does not: (a) violate these Agreements, applicable law, or the intellectual property or publicity rights of others; or (b) imply any affiliation, endorsement, approval or cooperation with you or your User Content by Wermz or any author or publisher, without express written consent from such individual or entity. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any User Content that you post on or in connection with Wermz. This license lasts until you terminate your Wermz account, except in the case of User Content that you have published, made public and/or share with others. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content that you post to the Wermz Service, except that, where applicable under local country law, you agree to waive your right to be identified as the author of any User Content on the Wermz Service and your right to object to derogatory treatment of such User Content.
Wermz does not monitor, review, or edit User Content, but reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Wermz's sole discretion, violates these Agreements. Wermz may take these actions without prior notification to you. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
Wermz is not responsible for User Content nor does it endorse any opinion contained in User Content. If you believe that any User Content infringes your intellectual property rights, please click here, or if you believe that any User Content does not comply with the User Guidelines (Section 8 below) or that your rights under applicable law have been otherwise infringed by any User Content, please contact us at legal-feedback@Wermz.com.
In consideration for the rights granted to you under these Terms, you grant us the right (a) to allow the Wermz Service to use the processor, bandwidth and storage hardware on your Device in order to facilitate the operation of the Service, (b) to provide advertising and other information to you, and (c) to allow our business partners to do the same.
You grant Wermz a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, worldwide licence to use, reproduce, make available to the public, publish, translate and distribute any User Content that you post on or otherwise provide through the Wermz Service.
These Terms are not intended to grant rights to anyone except you and Wermz, and in no event shall these Terms create any third party beneficiary rights. Any failure by Wermz to enforce these Terms or any provision thereof shall not waive Wermz's right to do so.
We've established a few ground rules for you to follow when using the Service, to make sure Wermz stays enjoyable for everyone. Please follow these rules and encourage other users to do the same.
Wermz respects intellectual property rights and expects you to do the same. This means, for example, that the following is not permitted: (a) copying, reproducing, or making available to the public any part of the Wermz Services or content delivered to you via the Wermz Services, or otherwise any making use of the Wermz Service which is not expressly permitted under these Terms; (b) using the Wermz service to import or copy any local files you do not have the legal right to import or copy in this way; (c) reverse-engineering, decompiling, disassembling, modification or creating derivative works based on the Wermz Services or any part thereof; (d) circumventing any technology used by Wermz, its licensors, or any third party to protect content accessible through the Service; (e) renting or leasing of any part of the Services; (f) circumventing of any territorial restrictions applied by Wermz; (g) artificially increasing view count or otherwise manipulating the Services by using a script or other automated process; (h) removing or altering any copyright, trademark or other intellectual property notices contained on or provided through the Wermz Service; (i) providing your password to any other person or using any other person's user name and password.
Please respect Wermz and other users of the Wermz Service. Don't engage in any activity on the Service or upload User Content, including registering and/or using a username, which is or includes material that (a) is offensive, abusive, defamatory, pornographic or obscene; (b) is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to, violations of intellectual property rights, privacy rights or proprietary rights of Wermz or a third party; (c) includes personal data of third parties or is intended to solicit such personal data, (d) includes malicious content such as malware, trojan horses or viruses, or otherwise interferes with any user's access to the Service; (e) is intended or does harass or bully other users; (f) impersonates or misrepresents your affiliation with another user, person or entity, or is otherwise fraudulent, false, deceptive, or misleading; (g) uses automated means to artificially promote content; (h) involves the transmission of unsolicited mass mailing ("spam"), junk mail, chain letter, or similar, including through the Wermz inbox; (i) involves commercial or sales activities, such as advertising, contests, sweepstakes, or pyramid schemes; (j) promotes commercial products or services (except as permitted under Section 11); (k) interferes with the Wermz Service, tampers with or attempts to probe, scan, or test for vulnerabilities in the Service or Wermz's computer systems or network, or breaches any of Wermz's security or authentication measures, or (l) conflicts with the Agreement, as determined by Wermz. You agree that Wermz may also reclaim your username for any reason.
Please be thoughtful about what you make public on Wermz. The Wermz Service includes social and interactive features, including the ability to post User Content, share content, and make certain information about you public, as further described in your account settings. Remember that shared or publicly available information may be used and re-shared by other users on Wermz or across the web, so please use Wermz carefully and manage your account settings regularly. Wermz has no responsibility for your choices to make any actions or material public on the Service.
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.
Wermz respects the rights of intellectual property owners. For details on Wermz's copyright policy, please click here.
Wermz will make reasonable efforts to keep the Wermz Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Wermz reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Wermz Service, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Wermz Service or any function or feature thereof. You understand and agree that Wermz has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service.
Wermz's products may be subject to U.S. export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria, and (2) are not a denied party as specified in the regulations listed above.
You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Wermz under these Agreements to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of these Agreements.
These Terms will continue to apply to you until terminated by either you or Wermz. Wermz may terminate the Terms or suspend your access to the Wermz Service at any time, including in the event of your actual or suspected unauthorized use of the Wermz Service or non-compliance with the Terms. If you or Wermz terminate the Terms, or if Wermz suspends your access to the Wermz Service, you agree that Wermz shall have no liability or responsibility to you, to the fullest extent permitted under applicable law. To learn how to terminate your Wermz account, please go here.
We endeavor to provide the best service we can, but you understand and agree that THE WERMZ SERVICE IS PROVIDED "AS IS", WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE WERMZ SERVICE AT YOUR OWN RISK. WERMZ DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
In addition, Wermz does not warrant, endorse, guarantee or assume responsibility for any Third Party Applications, Third Party Application content, User Content, or any other product or service advertised or offered by a third party on or through the Wermz Service or any hyperlinked website, or featured in any banner or other advertising. You understand and agree that Wermz is not responsible or liable for any transaction between you and third-party providers of Third Party Applications or products or services advertised on or through the Wermz Service. As with any purchase of a product or service through any medium or in any environment, you should use your judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by you from Wermz shall create any warranty on behalf of Wermz in this regard. Some aspects of this section may not apply in some jurisdictions.
You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Wermz Service, the Third Party Applications or the Third Party Application content is to uninstall any Wermz software and to stop using the Wermz Service, the Third Party Applications or the Third Party Application content.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WERMZ, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE WERMZ SERVICE, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER WERMZ HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (ii) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WERMZ SERVICE, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO WERMZ DURING THE PRIOR THREE MONTHS IN QUESTION OR $1,000, WHICHEVER IS GREATER.
These Agreements constitute all the terms and conditions agreed upon between you and Wermz and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of the Agreements in any written or oral communication from you to Wermz are void. You represent that you have not accepted the Agreements in reliance on any oral or written representations made by Wermz that are not contained in the Agreements.
Should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, these Agreements are subject to the law of the State of California, United States, without regard to choice or conflicts of law principles. Further, you and Wermz agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California or New York, New York to resolve any dispute, claim or controversy that arises in connection with these Agreements.
If you are a United States user, the following mandatory arbitration provisions also apply to you:
Thank you for reading our Terms. We hope you enjoy Wermz.
Copyright © 2013 Wermz, Inc. All rights reserved.
Wermz Inc., 200 W. 67th Street, #12L
New York, NY 10023