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WioWise Fusing Agreement
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EFFECTIVE DATE: August 1, 2015
We provide various services through this platform (the “Services”). These Fusing Terms and Conditions describe the terms and conditions which apply to your use of our Services as an enabler of a connection from Content to one or more products/services for sale through the Services (you are referred to herein as a “Fuser”). By acknowledging your acceptance of this Agreement and/or using the Wiowise platform and/or the Services, you are agreeing to the terms contained herein. Please review them carefully and make sure that you understand them.
2. Acceptance of Terms and Modifications:
By accepting these terms as an individual, you, as an individual, are agreeing to these terms. By accepting these terms on behalf of a company or other business or corporate entity, your company or business entity is agreeing to be bound by these terms.
These terms and conditions including the amount of advertising share percentages payable to you may be modified at any time by Wiowise upon ten (10) days’ notice to you.
3. Your Wiowise Account:
As a Wiowise Fuser, we require you to have an account with us and/or provide personal information. You are responsible for the use of your account. Therefore you should keep your password confidential. If you become aware of any unauthorized use of your account, please notify us immediately.
4. Fusing Content:
To the extent that you provide Content (as that term is defined in the Content Hosting Agreement) through the Wiowise Services, the terms and conditions contained in the Content Hosting Agreement shall apply. In this context, and to the extent that you provide such Content, you are considered a Poster.
In addition to the ability to provide Content through the Wiowise Services, our Services provide you with the ability to link or associate (“fuse”) specific textual and other forms of Content with sources of products or services that users can go to or with products or services that users can directly purchase products and services related to the fused Content (the “Fusion”). In this context, and to the extent that you use the Wiowise Services to fuse Content with sources of products and services (“Sources”) or products or services, you are referred to herein as a “Fuser”.
With respect to any Content that you Fuse with Sources using the Wiowise Services, you agree to the following:
You will not intentionally fuse Content with Sources and/or products or services that you know to be substantially unrelated to the applicable Content; and
Your will not fuse to Sources that you know to:
Be unreliable in terms of ability to supply the applicable products or services
Be dishonest, unethical, having a history of engaging in unfair or deceptive business practices; or
Be unable to supply the applicable products or services at prices or under terms stated to be offered by such Source
Without limiting any of the other provisions herein, Wiowise shall have the right (though not the obligation) to, in Wiowise’s sole discretion (i) refuse or remove any fuse link or association to any Source and/or any product or service offered by a Source that, in Wiowise’s reasonable opinion, violates any Wiowise policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Services to any individual or entity for any reason, in Wiowise’s sole discretion. You expressly acknowledge and agree that in case of system or software errors associated with fusing (e.g. linking or associating between Content and Sources are permanently or temporarily lost or the connection is unintentionally severed), Wiowise shall have no liability to you for fusing compensation or otherwise.
5. Fusing Content and Registration:
As noted above, the Wiowise Services permit you to fuse Content with Sources or products or services so Purchasers can purchase fused products and services via the Wiowise Services. When you fuse Content with one or more products or services available from one or more Sources, you will use the Wiowise Services to identify the applicable Sources as well as the relevant products and services available from those Sources. You should endeavor when fusing to ensure that the Content fused is reasonably related to the products and services to which the Content is fused. This is desirable to enhance the experience of users of the Wiowise Services to include Purchasers, Content providers and Sources.
If a Source, or product, or service, or a manufacturer is not available in Wiowise platform, you can register such a Source, or product, or service, or manufacturer into Wiowise platform. If such a registration request is approved, you become the Register of such a Source, or product, or service, or manufacturer. You may be required to provide various information relating to such registration. To the extent that you are unable or unwilling to provide the required information, Wiowise may not, in its sole discretion, approve the registration. In addition, Wiowise, in its sole and absolute discretion, may determine to not approve a registration with or without any reason.
You fully acknowledge that any record of a Source, or product, or service registered in Wiowise platform is a sole property of Wiowise. Wiowise, in its sole and absolute discretion, may make it available to Wiowise users to use or fuse under Wiowise terms.
When you fuse Content with Sources, or products and services you may be required to provide various information relating to such Fusion. To the extent that you are unable or unwilling to provide the required information, Wiowise may not, in its sole discretion, enable the Fusion. In addition, Wiowise, in its sole and absolute discretion, may determine to not fuse specific Content with specific Sources and/or specific products or services. Wiowise may also, in its sole and absolute discretion, determine prioritization in terms of display, ordering, etc. as between multiple Sources or products/services which are sought to be fused by you or any other fuser using the Wiowise Services. No Fusion will be available for Purchaser to purchase until approved by Wiowise. Wiowise may, in its sole and absolute discretion, delete, remove, modify, manage, or perform other actions on a Fusion with or without reason.
Wiowise may modify the process and/or terms associated with fusing at any time in its sole discretion.
6. Compensation Associated with Fusing:
When you fuse Content with products and services available from Sources that you specify, you are eligible to receive compensation from Wiowise as set forth herein. The current compensation structure is described on the Wiowise platform. Notwithstanding the foregoing or anything else to the contrary, you acknowledge and agree that this compensation structure including the amounts payable may be changed at any time and for any or no reason by Wiowise at any time with or without notice to you. You should periodically check our platform to determine the current compensation structure for fusing.
7. Payment Terms for Fusing Compensation:
Wiowise will credit your fusing account for all fusing compensation earned as specified in Section 6 on a monthly basis. However, the minimum earnings available for payment is fifty USA dollars ($50). If the earning is less than fifty USA dollars in a month, it will continue accumulating to the month that meets the minimum payment requirement and a payment will then be made. Earnings will then be accumulated from zero dollar again. Funding will be initiated with fifteen (15) days from the end of each month with respect to fusing compensation earned during the previous month. Wiowise expressly reserves the right to modify these payment terms upon fifteen (15) days written notice.
9. Right to Use Platform and Software:
Wiowise provides you with a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Wiowise in connection with the Services. This license is for the sole purpose of enabling you to use the Services as provided by Wiowise, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.
10. Modifications to the Services and/or these Terms:
Wiowise periodically changes and improves its Services. Wiowise may change, eliminate and/or add features in connection with the Services at any time in its sole discretion. You are not guaranteed the right to continued use of any specific Services or features thereof.
Wiowise reserves the right, in its sole discretion, to modify or replace any part of these terms at any time. It is your responsibility to check these terms periodically for changes. Your continued use of or access to the website and/or Services following the posting of any changes to these terms constitutes acceptance of those changes.
11. Disclaimer of Warranties:
THE SERVICES ARE PROVIDED “AS IS”. WIOWISE AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER WIOWISE NOR ITS SUPPLIERS OR LICENSORS, MAKES ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED.
12. LIMITATION OF LIABILITY:
WIOWISE, AND WIOWISE’S SUPPLIERS AND DISTRIBUTORS ARE NOT RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
WIOWISE’S (AND ITS SUPPLIERS, DISTRIBUTORS, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS AND AGENTS) TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING FOR ANY IMPLIED WARRANTIES, SHALL NOT EXCEED THE FEES PAID BY YOU TO WIOWISE WITH RESPECT TO THE SPECIFIC SERVICE CAUSING THE CLAIM UNDER THIS AGREEMENT, IF ANY.IN ALL CASES, NEITHER WIOWISE NOR ANY OF ITS SUPPLIERS OR DISTRIBUTORS, WILL BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
13. Termination of Services:
Wiowise may terminate your access to all or any part of the Services and/or any of your accounts at any time, with or without cause, with or without notice, effective immediately. All provisions of these terms which by their nature should survive termination of your use of the Services shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
14. Miscellaneous Terms :
These terms shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Wiowise must be resolved exclusively by a state or federal court located in Fairfax County, Virginia, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Fairfax County, Virginia for the purpose of litigating all such claims or disputes.
These terms, as modified from time to time, constitute the entire agreement between you and Wiowise with respect to the subject matter hereof. These terms replace all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof and constitutes the entire and exclusive agreement between the parties. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these terms shall otherwise remain in full force and effect and enforceable.
Wiowise may assign these terms in whole or in part at any time without your consent. No agency, partnership, joint venture, or employment is created as a result of these terms or your use of the Services and you do not have any authority of any kind to bind Wiowise in any respect whatsoever.
Any notice to Wiowise that is required or permitted by these terms shall be in writing and shall be delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to Wiowise, LLC., 1875 campus Commons Dr., Suite 210, Reston, VA 20191, Attn: Legal Department.