WIX ENTERPRISE TERMS

In the event of a contradiction between the Wix General Terms of Use and these Wix Enterprise Terms, the respective terms of these Wix Enterprise Terms shall prevail.

The Customer warrants that it possesses all rights, title, and interests in the User Content (as defined in the Wix General Terms of Use), including any all rights and permissions to share such content with Wix, and for Wix to make use of such content in connection with the Purchased Solutions. Customer further represents and warrants that there is no restriction on using the User Content as contemplated hereunder.

3.1. Payment for Purchased Solutions

Following Wix’s countersignature of the applicable Order, Wix will invoice and charge the Customer for the due amount(s) set forth in that Order, plus applicable Taxes (as defined below). The Customer will make the payments in accordance with the Payment Terms specified in the Order, using the Paying Method identified therein.

3.2. Taxes

For purposes of this instrument, “Taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, purchase, use, ad valorem, value added, goods and services, harmonized sales, transfer, franchise, profits, withholding, payroll, excise, stamp, real or personal property, customs, duties or other taxes, fees, levies, assessments or charges of any kind, including any related penalties and interest, imposed by any federal, territorial, state, local, or foreign government or any agency or political subdivision of any such government. All amounts set forth in the Order are exclusive of all Taxes imposed by governmental authorities, which shall be added to the amounts set forth in the Order and paid by Customer, as applicable. Customer shall reimburse Wix for all withholding Taxes that may be imposed on any payment by Customer to Wix in connection with the Order. To remove any doubt, each party shall be responsible for all income taxes applicable to it as result of its business activities.

The Subscription shall be made available to Customer within five (5) business days of Wix’s receipt and confirmation of full payment by Customer pursuant to the applicable Order. To the extent purchased, the Services purchased by Customer on the date hereof or at a later date during the Subscription Term, shall be detailed and made available to the Customer as indicated in Exhibit C of the Order, as may be amended from time to time by an updated Exhibit C signed by both parties. The Customer warrants that the Purchased Solutions will not be sold by it to any third party.

Wix and/or its licensors are and shall remain the sole and exclusive owner of all intellectual property rights embodied in, or related to, the Purchased Solutions (excluding only the User Content (as defined in the Wix General Terms of Use) created by the Customer or created by Wix or by Wix Third-Party Providers specifically for the Customer as part of the Services and is not part of the Wix Platform infrastructure), including without limitation any and all modifications, additions, improvements, derivatives and versions, and/or enhancements to any and all of the foregoing, and including any applications, API’s interfaces, and the “look and feel” of the Wix Platform, methods, techniques, processes, algorithms, data and services (collectively, “Wix Intellectual Property Rights”). Nothing herein shall be deemed as a grant of any title, right or interest in, and/or to, Wix Intellectual Property Rights, except for Customer’s limited right to use the Purchased Solutions expressly permitted and as permitted by the Terms.

Customer may not change, amend, or cancel the Order and/or any part or portion thereof without Wix’s prior written approval. Except to the extent prohibited by law, Purchased Solutions purchased pursuant to the Order cannot be returned or exchanged by the Customer, and payments for which may not be refunded by Wix, at any time.

Any request by Customer for additional services (which are not already included in the Order) and/or upgrades to different types of Wix solutions can be coordinated with Wix designated account manager (“Wix Customer Success Manager”) and is subject to subsection 7.4 below.

If Services are purchased by the Customer pursuant to the Order, the terms of this Section 7 below shall apply to the Services:

7.1. The Services

Wix will provide the Services substantially in accordance with the terms indicated in the specification attached to the Order as Exhibit C. The use of the Services by the Customer is conditional upon the Customer’s continued subscription to Wix Platform. If the Services and/or any part thereof require receipt by Wix of materials/information from Customer, and the receipt of which by Wix is delayed, then Wix reserves the right to delay the provision of the Services for a similar period.

7.2. Wix Contractors

Wix reserves the right to perform any of the Services via its contractors (“Third-Party Providers”). The provisions of any of the Services by any such Third-Party Providers may also be subject to such Third-Party Providers’ terms of service. Wix will notify Customer of its use of Third-Party Providers in the performance of the Services if such Third-Party Providers’ applicable terms of service apply to the Services. Customer’s use of such Services shall be deemed its consent to such Third-Party Providers’ terms of service. Customer’s use of such Services shall be deemed its consent to such Third-Party Providers’ terms of service. Upon fulfillment of the Services, or the delivery of the website(s) or the project to Customer (the “Delivery”), the Third-Party Provider will no longer act as a subcontractor for Wix under this Order. Accordingly, from the point of Delivery, if the Customer so desires, the Third-Party Provider will become the Customer's contractor, without any responsibility on Wix's part, and will follow only Customer's instructions. As of the Delivery: (i) Wix will not be liable for any actions or omissions by such Third-Party Provider (or any person acting on their behalf) in connection with this Order or otherwise; (ii) Customer shall assume full and sole responsibility for any access and/or use by such Third-Party Provider in relation to or in connection with Customer’s websites, digital assets, systems, information and alike.

7.3. Project Managers; Feedback Session

Each of Customer and Wix shall appoint a representative to act as a project manager for the Services, who shall be the single point of contact for such party (the “Project Managers”). Unless otherwise notified by Wix, the Wix Customer Success Manager shall be the Wix Project Manager for the performance of the Services. Three weeks following a project launch (site go live), the parties’ Project Managers will meet (via video conference or other agreed way) for a one-hour feedback session with the aim of learning and gathering insights about the parties’ cooperation in the project.

7.4. Changes

No change in the scope of Services shall be binding upon the parties unless pre-approved in writing by Wix at its sole discretion, and until a change order or amendment to the Order has been signed by authorized representatives of both parties. Any such change orders and/or amendments to the Order shall indicate any modifications in type or nature of services, pricing, project schedule, service levels and/or any other commercial terms resulting from such change.

7.5. Independent Contractor

In performing the Services, Wix shall be deemed to be acting as an independent contractor of the Customer and shall not be deemed an agent, legal representative, joint ventures or partner of Customer. Neither party hereto is authorized to bind the other to any obligation or commitment with respect to any person or entity.

7.6. Compliance with Laws

Customer shall be solely responsible to ensure that the Services (including Customer’s websites, and any design, content and functionalities implemented in the Customer’s websites as a result of the Services), are in full compliance with applicable laws. The customer shall be exclusively responsible for making any changes, adaptation and/or configuration required to be performed in this regard, at its sole expense. Wix will not be responsible for examining the compatibility of any such Services, materials, adaptations and/or configurations and/or for making them compliant with any applicable law. Customer shall protect, hold harmless and fully indemnify Wix for any loss, damage, cost, or expense incurred and/or suffered by Wix due to and/or as a result of any claim, demand, proceeding, or investigation initiated, asserted and/or brought against Wix with regards thereto.

7.7. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

WITHOUT DEROGATING FROM THE DISCLAIMER OF WARRANTIES SET FORTH UNDER THE WIX GENERAL TERMS OF USE, WIX MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THESE WIX ENTERPRISE TERMS AND THE APPLICABLE ORDER, REGARDING THE SERVICES, AND WIX SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY OF DATA. THERE IS NO WARRANTY THAT THE SERVICES WILL BE ERROR-FREE, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF CUSTOMER’S PARTICULAR PURPOSES OR NEEDS. WIX UNDERTAKES OR ACCEPTS NO LIABILITY WHATSOEVER TO CUSTOMER FOR ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS, OR LOSSES UNLESS CAUSED BY WIX WILLFUL MISCONDUCT. IT IS MUTUALLY ACKNOWLEDGED AND AGREED THAT DATA ENTRY, COMMUNICATION AND STORAGE ARE SUBJECT TO A POSSIBILITY OF HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, AND LOSSES, INCLUDING INADVERTENT INTERRUPTION OR LOSS OF DATA OR DAMAGE TO MEDIA, WHICH MAY GIVE RISE TO LOSS OR DAMAGE, AND WIX DOES NOT UNDERTAKE ANY LIABILITY TO CUSTOMER FOR ANY SUCH ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS OR LOSSES. IN NO EVENT SHALL WIX BE LIABLE TO THE CUSTOMER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA OR USE, OR FOR INTERRUPTED COMMUNICATIONS, INCURRED BY CUSTOMER IN CONNECTION WITH THE SERVICES, EVEN IF WIX OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WIX LIABILITY IN ANY AND ALL LAWSUIT OR OTHER ACTION BROUGHT IN CONNECTION WITH THE SERVICES EXCEED IN THE AGGREGATE THE AMOUNTS ACTUALLY PAID BY CUSTOMER IN CONSIDERATION FOR THE SERVICES DURING THE NINE (9) MONTHS’ PERIOD PRECEDING THE OCCURRENCE OF THE DAMAGES.