Wix Beta Test Terms
Updated: 07 July 2020
Thank you for choosing to be part of our newly developed beta feature (the “Beta”). We highly appreciate your intent to test the pre-released Beta, its needs and features, free of charge, and provide us, Wix.Com Ltd. (“Wix” or “us”), an evaluation and feedback regarding various aspects of it (the “Evaluation”).
Before we provide you with an access to use the Beta, kindly find below our terms. Please read them carefully, as they represent a legally binding agreement (the “Agreement”).
As you know, the Beta is a newly developed code. As such, we provide it to you on an “AS IS” basis without representations or warranties of any kind (either expressed or implied) (including any such representations or warranties that may be included in the Wix Terms of Use (which can be reviewed at http://www.wix.com/About/Terms-Of-Use)). You acknowledge and agree that all use of the Beta is at your sole risk, and that the Beta may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. We recommend you not to use the Beta for any products or components that are in production. Wix shall not be responsible in any manner or way for any damages caused directly or indirectly by your use of the Beta anywhere.
1.
During your Evaluation of the Beta, you may obtain, receive or develop Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean (i) the existence of the Beta, its features and abilities, Wix’s intention to offer the Beta and our discussions, (ii) any and all information in any medium or formats (whether oral, written, graphic, machine-readable form or in any other form) disclosed by Wix or its agents or representatives to you (or anyone on your behalf), or otherwise made available and/or accessible to you, whether following or prior to the date of this Agreement, including any and all data, technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, interfaces, documents, specifications, information concerning research and development work, and/or trade and business secrets, or (iii) the Feedback (as defined below). Confidential Information may also include: (i) nonpublic information relating to Wix’s current, planned or proposed, technology or plans, site traffic, users, customers, officers, employees, partners, affiliates, agents, shareholders, business plans, promotional and marketing activities, finances, forecasts, projections and analyses, financial information and other business affairs, (ii) third-party information that Wix is obligated to keep confidential, and/or (iii) all notes, summaries, extracts, analyses, compilations, studies, interpretations or other documents, either prepared by you or by any other person, which contain, reflect or are based on, in whole or in part, any of the aforementioned Confidential Information.
However, Confidential Information shall not include any information which: (i) is already known to you or is publicly available, as a whole, at the time of disclosure; (ii) becomes known to the general public after disclosure through no act of you in breach of this Agreement; or (iii) is lawfully obtained by you from any source other than us, free of any obligation to keep it confidential. If you are required pursuant to any law, legal process or order to disclose any Confidential Information or the existence or nature of the evaluation or discussions between us, you will, to the extent permitted by applicable law, promptly notify Wix to permit it to seek a protective order or take other appropriate action. You will cooperate with Wix’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information, at Wix’s expense. If, in the absence of a protective order, you are, in the opinion of counsel (which may be internal counsel), compelled as a matter of law to disclose the Confidential Information, you may disclose to the person compelling disclosure only that part of the Confidential Information or the discussions as are required by law to be disclosed.
2.
You agree to limit the internal disclosure of Confidential Information only to those of your employees who need to know such information and who have agreed to be bound to terms and conditions substantially similar to those of this Agreement. You shall remain liable at all times for any acts and/or omissions of your employees with respect to any breach of this Agreement or unauthorized use of the Confidential Information. You shall not disclose any Confidential Information to any third party or make any copies of the Confidential Information on any type of media without the prior written approval of an authorized representative of Wix.
3.
Due to the sensitivity of the Confidential Information, you shall have a duty to protect Confidential Information as confidential, whether disclosed or made available to you in tangible or non-tangible form. You may use Confidential Information only for the Evaluation, and may disclose it, on a need-to-know basis only, to your employees who are bound by confidentiality obligations at least as restrictive as the confidentiality obligations herein. You will be deemed responsible for any breach of this Agreement by any of your employees.
4.
The Confidential Information is and shall remain confidential and the exclusive property of Wix (and/or any of its affiliates) and you agree to maintain the use of such in the strictest confidence unless you receive Wix prior written consent to disclose information about the Confidential Information to third parties.
5.
Any feedback, ideas, evaluation, modifications, suggestions, improvements and the like that you provide to Wix regarding or relating to the Confidential Information or any suggested improvements thereto (collectively, the “Feedback”) shall be the exclusive property of Wix (and/or any of its affiliates), and Wix shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided royalty free, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to Wix all right, title and interest in and to the Feedback, and to perform all acts reasonably requested by us to perfect and enforce such rights, as well as assist us, as requested, to obtain and enforce any patents, copyrights, mask work rights and any other legal protections for the Feedback. You hereby further irrevocably waive any right, including, without limitation, any moral right, you may have that cannot be assigned to Wix in and to the Feedback.
6.
Wix reserves the right to modify, suspend, or discontinue the Beta (or any part or content of the Confidential Information) at any time with or without notice to you. In the event Wix elects, at its own discretion, to terminate the Beta or otherwise stop supporting it, you will be solely responsible to stop using the Beta, and Wix shall not be liable for any damages whatsoever caused, directly or indirectly, by its election to make any change in or to the Beta.
7.
This Agreement shall remain in effect until terminated, by you or by us, with or without cause by providing the other party a fourteen (14) days prior notice. Upon the termination of this Agreement or at the written request of Wix, you shall promptly return to Wix, or destroy subject to Wix’s written instructions, all Confidential Information in your possession, including without limitation, all summaries, copies and excerpts of Confidential Information. Notwithstanding the termination of this Agreement, the confidentiality and non-use obligations herein shall continue for a period of 3 additional years following such date of termination.
8.
In no case shall Wix, its directors, officers, employees, affiliates, agents, representatives, contractors or licensors (collectively, the “Wix Parties”) be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use or evaluation of the Beta or the Confidential Information, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content (or product) posted, transmitted, or otherwise made available by us under this Agreement. You further agree to indemnify, defend and hold harmless any Wix Parties from any and all direct or third party claims, costs, damages, expenses (including attorney’s fees) or losses arising of your breach of this Agreement or use of the Beta.
9.
The relationship of the parties is that of independent contractors. This Agreement does not create an agency, partnership or similar relationship between the parties. Neither party hereby acquires any rights to use in advertising, publicity or other marketing activities any name, trade name, trademark or other designation of the other party. You shall not make any public announcements or issue any press releases or any other disclosure with respect to this Agreement or otherwise regarding the relationship hereto without the prior written approval of Wix.
10.
This Agreement together with Wix Terms of Use govern the participation in the Beta and the Wix Terms of Use (as updated from time to time) are incorporated into this Agreement by reference.
11.
In the event of invalidity of any provision of this Agreement, you agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree to substitute for such invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.
12.
This Agreement is the complete and exclusive statement of the agreement between the parties in connection with the Beta and supersedes all prior written and oral communications and agreements relating to the subject matter hereof. This Agreement may only be modified by a mutual written agreement signed by persons duly authorized to sign agreements on behalf of each of the parties. This Agreement is personal, and you shall not assign or delegate your rights or duties to a third party, whether by contract, will or operation of law, without Wix’s prior written consent.
13.
This Agreement shall be governed by the laws of Israel and you agree that the applicable court in Tel Aviv, Israel shall have exclusive jurisdiction of any subject matter arising from this Agreement.
14.