Wisly UK Ltd. (henceforth mentioned as “Wisly”, “we”, “us”, “our”, “Company”) is an online cryptocurrency tracking and accounting application helping users (the “User(s)”, or “you”, “your”) better manage their digital currency investments, through our front end website https://wisly.io (the ” Site“), and our digital asset tracking platform https://app.wisly.io (“App” and “Platform“), (together with the Site and the Platform – the “ Services”, as further detailed in Section 2 below). Each of the Site’s visitors and/or the App’s and/or the Platform’s Users may use the Services in accordance with the terms and conditions hereunder.
1. Acceptance of the Terms
By entering to, connecting to, accessing or using the Site and/or Platform (including on Desktop and Mobile) you acknowle dge that you have read and understood the following terms of use, including the terms of our Privacy Policy (collectively, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Site and/or Platform. You acknowledge that these terms constitute a binding and enforceable legal contract between Wisly and you.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS, SUBSCRIBE OR USE ANY PART OF THE SITE AND/OR PLATFORM.
The Site and/or the Platform is available only to individuals who (a) are at least eighteen (18) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law. Therefore, you hereby represent that you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Platform in accordance with these Terms, and to fully perform your obligations hereunder.
2. The Services
Wisly offers an online platform, which provides crypto assets management tools. We aim to mimic the reality of crypto investment as much as possible, through the creation of “Portfolios” and “Wallets”, either as an “Individual” or as part of an “Organisation” or “Pool”. Our vision is to become a single source of information for you, as well as any interested party to your holdings, i.e. accountants, tax authorities, bank representatives, and others as applicable. We aim to provide information to a digital asset (“crypto”) investor which he or she needs to track the performance of all crypto-assets, risk profile of the portfolio, transparency in holdings, allowing him or her to make informed decisions and act on market trends. We also aim to simplify and assist you in complying with all regulatory requirements around cryptocurrency disclosures, though the ultimate responsibility lies with you to provide accurate information, verify the output of our Platform and disclose accordingly. We do not aim to give you advice on what to disclose, how or when, and do not take responsibility for occasional errors due to user input, market conditions, external factors such as internet connectivity. The final responsibility lies with you, and we do not substitute professional advice (see “Service Disclaimer” below for more information).
Access and use of the Platform, is subject to the opening of an Account as detailed below.
The Site and/or the Platform may also provide you with comprehensive information regarding, inter-alia, Wisly’s services, concept, sales, news regarding the Company, job opportunities and so forth, including any other content related thereto such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Site and/or Platform, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site (the “Content”).
(Collectively, the “Service(s)”)
Service Disclaimer:
ALL RIGHTS IN AND TO THE CONTENT (AS DEFINED BELOW) AVAILABLE ON THE SITE AND/OR THE PLARFORM ARE RESERVED TO WISLY OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE, THE APP, THE PLATFORM AND THE CONTENT ARE PROVIDED ON AN “AS IS“ BASIS. WISLY WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS INCURRED BY YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, THE PLATFORM AND/OR THE CONTENT AVAILABLE THEREIN.
YOUR USE OF THE SERVICES AND/OR THE CONTENT AVAILABLE THEREIN IS ENTIRELY AT YOUR OWN RISK.
THE SERVICES AND/OR CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO CONSTITUTE PROFESSIONAL, REGULATORY, LEGAL OR OTHER ADVICE, INCLUDING WITHOUT LIMITATION LEGAL OR FINANCIAL ADVICE. OUR SERVICES DO NOT AND CANNOT REPLACE PROFESSIONAL FINANCIAL ADVICE. ANY DECISION MADE OR ACTION TAKEN BY YOU BASED ON THE SERVICES ARE AT YOUR SOLE RESPONSIBILITY AND LIABILITY.
WISLY IS NOT A FINANCIAL INSTITUTION AND DOES NOT PROVIDE FINANCIAL SERVICES FOR ITS USERS. ANY OPINION, ANALYSIS OR OTHER INFORMATION INCLUDED IN THE SERVICE IS PROVIDED DOES NOT CONSTITUTE INVESTMENT ADVICE. CURRENTLY WE DO NOT SUPPORT TRADING ACTIVITY, AND THEREFORE WE DO NOT PROVIDE TRADING SERVICES.
Note: You hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection and data usage charges made through use of the Site and/or Platform, according to the applicable rates charged by your respective third party Internet and data usage service provider as may be from time to time. Currently the use of our Service is available free of charge, with limitations, as well as through paid plans. See below 4. Registration and User Account for details on plans, payment terms and conditions.
3. Use Restrictions
There are certain conducts which are strictly prohibited when using the Services. Please read the following restrictions carefully. Your failure to comply with any of the provisions set forth herein may result in the termination of your access to the Site and/or Platform, and may also expose you to civil and/or criminal liability.
Unless otherwise explicitly permitted under these Terms or in writing by Wisly, you may not (and you may not permit anyone to): (a) use the Site, the Platform and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Platform, the App and/or Content for non-personal purposes; (c) remove or disassociate, from the Content and/or the Site and/or the Platform and/or App any restrictions and signs indicating proprietary rights of Wisly or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and/or the Platform and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Platform or the servers or networks that host them, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Platform or our service; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our Platform’s infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Platform; (i) copy, modify, alter, adapt, make available, distribute, translate, make derivative works, port, reverse engineer, decompile, or disassemble any portion of the Content or Wisly’s Intellectual Property (as defined below); (j) sublicense, sell, rent, transfer, lend, or make any commercial use of the Platform; (k) frame or mirror any part of the Site; (l) create a database by systematically downloading and storing any data from the Platform; (m) transmit or otherwise make available in connection with the Platform any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (n) use the Platform for any purpose for which it is not intended; and/or (o) infringe and/or violate any of the Terms.
4. Registration and User Account
In order to use the App and/or Platform, you must register and create an account (“Account“). Registration can be done by completing the registration process in the Site– which requires you to provide certain personal information, as further detailed in the Privacy Policy. As part of the registration procedure, you will also be asked to acknowledge that you have read and agree to these terms and conditions.
Your Account is password protected. In order to protect the security of your Personal Information available on your Account, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account. You must provide accurate and complete information when creating an Account and you agree to not misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate.
You are solely and fully responsible for maintaining the confidentiality of the password and Account and for all activities that occur under your Account. If we in good faith believe you have created an Account impersonating another person, such Account may expose you to civil and/or criminal liability.
You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Wisly. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events, you must change your password immediately by (a) the settings of your Account or (b) sending us an email to [email protected]. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your Account or any other breach of security.
If you wish to either change your log-in details, or cancel and remove your Account, you can do so using the settings of your Account. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account.
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.
Free Plans
We offer a Free Plan, that does not require any Payment method, and is unlimited in the time you can use. The Free Plans are however limited in the number of transactions you can have (100) or the total value of the assets in the portfolio (“Assets Under Management”, “AUM”).
At no point will we upgrade your account to a Paid Account without your prior request, through our Platform. If your current account has reached the limit offered by the Free Account, you may still consult the information, but you will not be able to add any new information (e.g. add transactions, create new portfolios, etc.)
Individual or Group billing and usage
Wisly offers the possibility to create portfolios that are part of an Organisation or Pool. Only Pro users can add Organisation portfolios to their account; each user within the Organisation will need to have a Paid account as well to collaborate on the portfolios they are a part of.
This is equivalent to a “Business billing” solution, with a per seat billing. Payment for each account will be processed through the individual accounts however and cannot be centralised at this moment.
Billing and Cancellation
Billing Cycle. The membership fee for the Wisly service will be charged to your Payment Method on the specific billing date indicated on your “Settings” page on the Platform. The length of your billing cycle will depend on the type of subscription that you choose when you sign-up for the service. The billing cycle can be monthly or yearly. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month.
Payment Methods. To use the Wisly’s paid Service you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the Service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
Updating your Payment Methods. You can update your Payment Methods by going to the “Settings” page of the Platform. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
Cancellation. You can cancel your Wisly membership at any time, and you will continue to have access to the Wisly Service through the end of your billing period.
Cancellation are not pro-rated, and a cancellation of a paid plan will take effect at the following billing period, meaning:
- One month after subscriptions for paid monthly plans.
- One year after subscription for paid yearly plans.
Payments are non-refundable, but we do allow for a GRACE PERIOD when you subscribe initially.
The GRACE PERIOD is limited to the first billing period of subscription. Any repeat billing for following periods (e.g. second, third, fourth, etc. month for monthly plans, or second, third, fourth, etc. year for yearly plans) can only be cancelled before the renewal date. This date will be explicit in the “Settings” page of the Platform
To cancel, go to the “Settings” page of the Platform and follow the instructions for cancellation. If you cancel your membership, your account will automatically close at the end of your current billing period. IT WILL BE YOUR RESPONSIBILITY TO EXPORT ANY TRANSACTION LOGS AS WE DO NOT KEEP TRANSACTION DATA ONCE YOUR ACCOUNT IS CLOSED. To see when your account will close, click “Billing details” on the “Settings” page.
BILLING REMINDER EMAILS will be sent to you with your invoice for the month to come, as well as a possibility of cancellation directly from the email. The BILLING REMINDER EMAIL will be sent 7 days before your re-billing date. However, as we are reliant on third parties for email delivery, as well as in risk of email clients classifying our emails as spam, or not displaying to the customer, we take no responsibility for any BILLING REMINDER EMAIL which has not arrived. This is purely a convenience we give you. THE ULTIMATE RESPONSIBILITY TO TRACK AND MANAGE SUBSCRIPTIONS, PAYMENTS AND CANCELLATIONS LIES WITH YOU.
Downgrading: If you downgrade your account, we will not delete your data, but we will limit your views to the first of (i) the allotted number of transaction (e.g. 50 for the free account) or (ii) the allotted asset under management.
Organisation user cancellation or downgrade: When a user from an organisation downgrades his/her account or cancels it, all the transactions will remain in the portfolio as long as a single Pro user remains and the Portfolio is not deleted, however the remaining users will have 3 options to migrate the delete user’s data: 1) Withdrawal of the balances held by the user, which will not be part of the portfolio going forward. 2) Re-writing of the transactions to another selected user or 3) Transfer of existing balances in the deleted user’s portfolio to an existing user’s wallet (as long as wallets and accounts have been properly configured on the Platform).
In the case where the existing user will not want to transfer, withdraw or rewrite any transactions but wish to keep them as is, alternative billing arrangements can be made by contacting [email protected] whereby an unregistered user account can be added to the portfolio, billed to an existing user.
Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our Service from time to time; however, any price changes or changes to your subscription plans will apply to subsequent billing cycles following notice of the change(s) to you. Explicit consent will be required by the users to approve the price change.
5. Privacy Policy
We respect your privacy and are committed to protect the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the Site and/or Platform. Our policy and practices and the type of information collected are described in detail in our Privacy Policy HERE which is incorporated herein by reference. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy. If you intend to connect to, access or use the Platform you must first read and agree to the Privacy Policy.
6. Trademarks and Trade names
Wisly’s marks and logos and other proprietary identifiers used by Wisly in connection with the Platform (“Wisly Trademarks”) are all trademarks and/or trade names of Wisly, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Platform belong to their respective owners (“Third Party Marks”). No right, license, or interest to Wisly Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Wisly Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
7. Intellectual Property Rights
The Site, the Platform, the Content and the Company’s proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
Subject to the terms hereof, Wisly hereby grants to you, and you accept, a personal, nonexclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license (i) to use the Platform on your authorized desktop, mobile phone, device or tablet that you own or control, solely for the limited purpose of using the Platform for your internal non-commercial use, and for no other purpose, strictly in accordance with the Terms, the applicable Usage Rules (defined below) and applicable law; and (ii) to use the Service and the Content provided in the Site and/or Platform in accordance with the terms contained in this Agreement.
The Terms do not convey to you an interest in or to the Company Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to Wisly (“Feedback”), Wisly shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of Wisly’s current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential.
Further, you warrant that your Feedback is not subject to any license terms that would purport to require Wisly to comply with any additional obligations with respect to any Wisly current or future products, technologies or services that incorporate any Feedback.
8. Linking to our Site and Links to Third Party Sites
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by Wisly, and does not portray Wisly in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to our Site, you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
Certain links provided herein permit our Users to leave this Platform and enter non-Wisly sites or services. Those linked sites and services are provided solely as a convenience to you. These linked sites and services are not under the control of Wisly and it is not responsible for the availability of such external sites or services, and does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and services or any link contained in linked sites or service. In addition, Wisly is not responsible or liable for such linked sites and services’ privacy practices and/or any other practices. Your access to, use of and reliance upon any such sites, services and content and your dealings with such third parties are at your sole risk and expense. Wisly reserves the right to terminate any link at any time. You further acknowledge and agree that Wisly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with use of or reliance on any services, content, products or other materials available on or through such linked sites or resource. Most of such linked sites and services provide legal documents, including terms of use and privacy policy, governing the use thereof. It is always advisable and we encourage you to read such documents carefully before using those sites and services, inter alia, in order to know what kind of information about you is being collected.
9. Availability
The Service’s availability and functionality depend on various factors, such as communication networks. Wisly does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be error-free.
10. Changes to the Platform, the App and the Site
Wisly reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Site, and/or the Platform (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content provided under the Site and/or the App and/or the Platform may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Wisly shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Platform, or the Content included in therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
11. Disclaimer and Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “ WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WISLY, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “REPRESENTATIVES“), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE, THE APP, THE PLATFORM OR CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE PLATFORM, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE, THE PLATFORM AND/OR CONTENT. WISLY AND THE REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE PLATFORM, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO CONTENT AND/OR INFORMATION DISPLAYED WITHIN THEM.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN WISLY.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
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.
12. Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL WISLY, INCLUDING THE REPRESENTATIVES BE LIABLE FOR ANY INDIRECT (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION), SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE PLATFORM AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SITE, THE APP, THE PLATFORM AND/OR THE CONTENT AND/OR THE FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF WISLY TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF WISLY OR THE REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; REGARDLESS OF WHETHER WISLY OR THE REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, WISLY AND THE REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM, THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO WISLY FOR USE OF THE PLATFORM OR $US1.00, WHICHEVER IS GREATER.
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.
13. Indemnification
You agree to defend, indemnify and hold harmless Wisly, including the Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use or misuse of the Service and/or Content; (ii) your violation of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy rights; and/or (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party in connection with the Service. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
14. Amendments to the Terms
Wisly may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Platform on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
15. Termination of your Account and Termination of Platform’s Operation
These Terms shall remain in effect until terminated as set forth herein. In the event of your failure to comply herewith, Wisly may immediately temporarily or permanently limit, suspend or terminate your use of the Site and/or Platform and/or deny access to your Account. If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Service, you may terminate these Terms at any time by exiting our Site and/or Platform and stopping your use thereof and this will be you sole remedy in such circumstances.
We note that we can suspend access to the Site and/or Platform and/or your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Wisly, its users or the public; (d) you have violated these Terms; and/or (e) we are required to by law. We may, but are not obligated to, provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.
Upon termination of these Terms for any reason: (i) all rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Site and/or Platform and so certify to Wisly if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Use Restrictions, Intellectual Property, Trademarks and Trade names, Disclaimers and No Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
16. Minors
To use the Service you must be over the age of eighteen (18). We reserve the right to request proof of age at any stage so that we can verify that minors under the age of eighteen (18) are not using the Service. In the event that it comes to our knowledge that a person under the age of eighteen (18) is using the Service, we will prohibit and block such User from accessing the Service and will make all efforts to promptly delete any Personal Information (as such term is defined in our Privacy Policy) with regard to such User.
17. General
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Service or the use thereof will be governed by and interpreted in accordance with the laws of the United Kingdom, (c) any dispute arising out of or related to the Service will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the London, United Kingdom. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Wisly may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM AND/OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by Wisly, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
21. For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail to [email protected]
