Service Agreement
IMPORTANT - READ CAREFULLY: This SERVICE AGREEMENT ("Agreement") is a legal agreement between you (either an individual or an entity) and Wattpad Inc. ("Wattpad") and its successor entity or entities for the use of the service and any related software offered by Wattpad, and the object code version thereof, which includes, any updates, upgrades, revisions or new releases of any of the foregoing and any associated media, sample code, materials or documentation, in physical or electronic form (collectively, the "Service"). Before using the Service please carefully review the terms and conditions set out below. By clicking on the "I have read and agree to the terms of use" check box during the sign up process, you acknowledge that you have read the terms and conditions of this Agreement, and that you understand and agree to be bound by the terms and conditions of this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, click on the "Back" button and you will not be able to download or use the Service in any manner whatsoever. Wattpad reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time in its sole discretion. If the Agreement is changed or modified, we will post the revised Agreement on http://www.feedm8.com/web/terms. Any changes or modifications will be effective upon posting of the revised Agreement on the Wattpad website and your access to and use of the Service following the posting of such changes or modifications will constitute your acceptance of the revised Agreement. Should you have any questions concerning this Agreement, please contact Wattpad at http://www.feedm8.com/web/support. The Service is licensed not sold.
TERMS AND CONDITIONS
1. GRANT OF LICENSE TO USE THE SERVICE
(a) Rights Granted. Subject to the terms and conditions of this Agreement, Wattpad hereby grants to you a nonexclusive, non-transferable worldwide license to use the Service. By submitting the Content to the Service, you hereby grant to Wattpad a non-exclusive nontransferable worldwide right to use the Content (as hereinafter defined) as necessary in order to provide the Service, and to advertise and distribute the Content to any channel operators, including on Wattpad's and its partners' websites in accordance with the terms of this Agreement. You hereby represent and warrant to Wattpad that you have all necessary rights to the Content in order for Wattpad to provide the Service. Wattpad shall have no obligation to fill advertising inventory but will fill advertising inventory when possible. Should an advertising spot be unfilled, a non-paying placeholder will be used in its place. The placeholder is determined by Wattpad and will not contribute to Wattpad nor to your advertising revenue. As used in this Agreement, "Content" shall mean your web content which you are converting to mobile using the Service.
(b) Intellectual Property. You expressly acknowledge that Wattpad retains all rights, title, and interest in and to the Service; Wattpad's trade-marks and/or trade names; and all copyrights, patent rights, trade secrets or other Intellectual property rights associated with Service. Except as expressly set out herein, nothing in this Agreement shall grant you, or any end-user, any rights in the Service.
(c) Content Restrictions. You will not use the Service in connection with any content which promotes, advocates, facilitates or otherwise includes any of the following material: unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially offensive, or otherwise inappropriate content. You will not, and shall not knowingly permit your end-users to, duplicate, disassemble, de-compile, reverse engineer, modify or otherwise change any part of the Service and neither party shall use or duplicate the other party's trade-marks, trade names, copyrights or any other intellectual property of the other party for any purpose other than as specified in this Agreement.
(a) Rights Granted. Subject to the terms and conditions of this Agreement, Wattpad hereby grants to you a nonexclusive, non-transferable worldwide license to use the Service. By submitting the Content to the Service, you hereby grant to Wattpad a non-exclusive nontransferable worldwide right to use the Content (as hereinafter defined) as necessary in order to provide the Service, and to advertise and distribute the Content to any channel operators, including on Wattpad's and its partners' websites in accordance with the terms of this Agreement. You hereby represent and warrant to Wattpad that you have all necessary rights to the Content in order for Wattpad to provide the Service. Wattpad shall have no obligation to fill advertising inventory but will fill advertising inventory when possible. Should an advertising spot be unfilled, a non-paying placeholder will be used in its place. The placeholder is determined by Wattpad and will not contribute to Wattpad nor to your advertising revenue. As used in this Agreement, "Content" shall mean your web content which you are converting to mobile using the Service.
(b) Intellectual Property. You expressly acknowledge that Wattpad retains all rights, title, and interest in and to the Service; Wattpad's trade-marks and/or trade names; and all copyrights, patent rights, trade secrets or other Intellectual property rights associated with Service. Except as expressly set out herein, nothing in this Agreement shall grant you, or any end-user, any rights in the Service.
(c) Content Restrictions. You will not use the Service in connection with any content which promotes, advocates, facilitates or otherwise includes any of the following material: unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially offensive, or otherwise inappropriate content. You will not, and shall not knowingly permit your end-users to, duplicate, disassemble, de-compile, reverse engineer, modify or otherwise change any part of the Service and neither party shall use or duplicate the other party's trade-marks, trade names, copyrights or any other intellectual property of the other party for any purpose other than as specified in this Agreement.
2. FEES AND PAYMENT
(a) Advertising Fees; Terms of Payment. You shall receive the following as a share of the advertising revenues received by Wattpad: 60% (sixty per cent) of the Net Revenue of Advertisements (as hereinafter defined) associated with your use of the Service. "Net Revenue of Advertisements" means the net amount of advertising revenue received by Wattpad from advertisers on the Content minus any amount paid to operators or other third party service providers in connection with such Content. The portion of Net Revenue of Advertisements received by Wattpad from advertisers for a given month shall be determined by Wattpad on the first Monday of the following month on which day those revenues accrued to your account thirty (30) or more days earlier which are eligible to be paid. Payments to you shall only be made when your earned balance is greater than or equal to U.S.$50. If your earned balance is less than U.S.$50, no check shall be sent by Wattpad until this balance is reached. You agree that any payments that may become due to you are conditioned upon Wattpad's receipt of full payment from the advertiser. If Wattpad does not receive the applicable payment in full from any such advertiser, Wattpad shall have no liability or responsibility to you, and you hereby fully releases Wattpad with respect thereto. Payment shall be calculated solely based on records maintained by Wattpad, no other measurements of any kind shall be accepted by Wattpad. If you dispute any payment made in connection with the Service, you must notify Wattpad in writing within thirty (30) days of any such payment. Failure to so notify shall result in the waiver by you of any claims related to such disputed payment. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Service.
(a) Advertising Fees; Terms of Payment. You shall receive the following as a share of the advertising revenues received by Wattpad: 60% (sixty per cent) of the Net Revenue of Advertisements (as hereinafter defined) associated with your use of the Service. "Net Revenue of Advertisements" means the net amount of advertising revenue received by Wattpad from advertisers on the Content minus any amount paid to operators or other third party service providers in connection with such Content. The portion of Net Revenue of Advertisements received by Wattpad from advertisers for a given month shall be determined by Wattpad on the first Monday of the following month on which day those revenues accrued to your account thirty (30) or more days earlier which are eligible to be paid. Payments to you shall only be made when your earned balance is greater than or equal to U.S.$50. If your earned balance is less than U.S.$50, no check shall be sent by Wattpad until this balance is reached. You agree that any payments that may become due to you are conditioned upon Wattpad's receipt of full payment from the advertiser. If Wattpad does not receive the applicable payment in full from any such advertiser, Wattpad shall have no liability or responsibility to you, and you hereby fully releases Wattpad with respect thereto. Payment shall be calculated solely based on records maintained by Wattpad, no other measurements of any kind shall be accepted by Wattpad. If you dispute any payment made in connection with the Service, you must notify Wattpad in writing within thirty (30) days of any such payment. Failure to so notify shall result in the waiver by you of any claims related to such disputed payment. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Service.
3. WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS BEING PROVIDED TO YOU AND END-USERS ON AN "AS IS" BASIS AND WATTPAD MAKES NO REPRESENTATION OR WARRANTY AS TO THE USE OR PERFORMANCE OF THE SERVICE OR RELATED DOCUMENTATION. WATTPAD MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICE OR ANY OTHER PRODUCT PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS BEING PROVIDED TO YOU AND END-USERS ON AN "AS IS" BASIS AND WATTPAD MAKES NO REPRESENTATION OR WARRANTY AS TO THE USE OR PERFORMANCE OF THE SERVICE OR RELATED DOCUMENTATION. WATTPAD MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICE OR ANY OTHER PRODUCT PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY
The limit of Wattpad's liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) to you, any of your affiliates and your and their respective officers, directors, employees, consultants, agents, third party providers and customers or any third party concerning performance or non-performance by Wattpad or in any manner related to this Agreement, for any and all claims, shall not in the aggregate exceed the fees paid by Wattpad to you pursuant to this Agreement over the course of the 12 months preceding the date of such claim. In no event shall either party be liable for indirect, special, consequential, incidental or punitive losses, damages or expenses or lost profits or savings even if it has been advised of their possible existence. The foregoing limitations and exclusions of liability shall not apply to your indemnity obligations or breach of confidentiality claims.
The limit of Wattpad's liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) to you, any of your affiliates and your and their respective officers, directors, employees, consultants, agents, third party providers and customers or any third party concerning performance or non-performance by Wattpad or in any manner related to this Agreement, for any and all claims, shall not in the aggregate exceed the fees paid by Wattpad to you pursuant to this Agreement over the course of the 12 months preceding the date of such claim. In no event shall either party be liable for indirect, special, consequential, incidental or punitive losses, damages or expenses or lost profits or savings even if it has been advised of their possible existence. The foregoing limitations and exclusions of liability shall not apply to your indemnity obligations or breach of confidentiality claims.
5. COMPANY INDEMNITY
You hereby agree to defend, indemnify and hold harmless Wattpad, its affiliates and its and their respective officers, directors, and employees, and consultants and agents acting on behalf of Wattpad in relation to this Agreement, from any and all losses, damages, liabilities, costs, expenses (including reasonable attorney's fees), judgments or settlement amounts arising out of or in connection with: (a) damages to persons or property, personal injury or death caused by the negligent or wilful acts or omissions of you or its agents; (b) any and all breaches by you or your agents of any representations, warranties, covenants, terms or conditions of this Agreement; (c) any claim that the Content violates any third party intellectual property rights; and (d) any claim that the Content does not comply with any applicable regulations or standards with respect to spam, defamation, libel, slander, obscenity, pornography or contains depictions of individuals who have not granted their consent or are under the age of 18 or contains any other unlawful material.
You hereby agree to defend, indemnify and hold harmless Wattpad, its affiliates and its and their respective officers, directors, and employees, and consultants and agents acting on behalf of Wattpad in relation to this Agreement, from any and all losses, damages, liabilities, costs, expenses (including reasonable attorney's fees), judgments or settlement amounts arising out of or in connection with: (a) damages to persons or property, personal injury or death caused by the negligent or wilful acts or omissions of you or its agents; (b) any and all breaches by you or your agents of any representations, warranties, covenants, terms or conditions of this Agreement; (c) any claim that the Content violates any third party intellectual property rights; and (d) any claim that the Content does not comply with any applicable regulations or standards with respect to spam, defamation, libel, slander, obscenity, pornography or contains depictions of individuals who have not granted their consent or are under the age of 18 or contains any other unlawful material.
6. CONFIDENTIALITY AND PRIVACY
(a) Confidentiality Obligations. The parties acknowledge that, in the course of the performance of their obligations under this Agreement, each party may disclose sensitive and confidential information of strategic importance (the "Confidential Information") to the other. Each party will protect the other's Confidential Information from unauthorized dissemination and use with the same degree of care that each such party uses to protect and safeguard its own like information, but not less than the degree of care that would be exercised by a prudent person given the sensitivity and strategic value of such Confidential Information. Confidential Information shall be disclosed only to the employees or contractors of the recipient who have a "need to know" and who have executed an internal nondisclosure agreement at least as restrictive as the terms of this Agreement. The parties shall not disclose any Confidential Information to any third party without first obtaining the other party's written consent to such disclosure. Examples of Confidential Information include, without limitation, patent applications, trade secrets, business and marketing plans, the identity of customers and suppliers, future products, product developments, the pricing of either party's solutions and services, and other proprietary information. If either party is required by law to disclose any Confidential Information of the other party, such disclosure may be made only following reasonable notice to the other party. Confidential Information does not include information which (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (ii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party who is not bound by a confidentiality agreement with the Disclosing Party, (iii) was known to the Receiving Party or in its possession prior to the date of disclosure by the Disclosing Party, as demonstrated by written evidence, (iv) is furnished by the Disclosing Party to the Receiving Party with written permission to disclose, or (v) is independently developed by the Receiving Party without access to the Confidential Information, as demonstrated by written evidence. In the event of a breach or threatened breach by the Receiving Party of the provisions of this Section 6, the Disclosing Party shall have no adequate remedy in money or damages and, accordingly, may seek an injunction or other equitable remedy against such breach. However, nothing herein shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach of a provision of this Agreement.
(b) Privacy Issues; Compliance with law. Your use of the Service will be for lawful purposes and will be in compliance with all applicable laws. Each party shall comply with its own privacy policy and all applicable privacy legislation (Wattpad's privacy policy may be found at: http://www.feedm8.com/web/privacy with respect to the personal information of end-users of the Service. You shall not use the Service to send unsolicited information to end-users of the Content.
(a) Confidentiality Obligations. The parties acknowledge that, in the course of the performance of their obligations under this Agreement, each party may disclose sensitive and confidential information of strategic importance (the "Confidential Information") to the other. Each party will protect the other's Confidential Information from unauthorized dissemination and use with the same degree of care that each such party uses to protect and safeguard its own like information, but not less than the degree of care that would be exercised by a prudent person given the sensitivity and strategic value of such Confidential Information. Confidential Information shall be disclosed only to the employees or contractors of the recipient who have a "need to know" and who have executed an internal nondisclosure agreement at least as restrictive as the terms of this Agreement. The parties shall not disclose any Confidential Information to any third party without first obtaining the other party's written consent to such disclosure. Examples of Confidential Information include, without limitation, patent applications, trade secrets, business and marketing plans, the identity of customers and suppliers, future products, product developments, the pricing of either party's solutions and services, and other proprietary information. If either party is required by law to disclose any Confidential Information of the other party, such disclosure may be made only following reasonable notice to the other party. Confidential Information does not include information which (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (ii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party who is not bound by a confidentiality agreement with the Disclosing Party, (iii) was known to the Receiving Party or in its possession prior to the date of disclosure by the Disclosing Party, as demonstrated by written evidence, (iv) is furnished by the Disclosing Party to the Receiving Party with written permission to disclose, or (v) is independently developed by the Receiving Party without access to the Confidential Information, as demonstrated by written evidence. In the event of a breach or threatened breach by the Receiving Party of the provisions of this Section 6, the Disclosing Party shall have no adequate remedy in money or damages and, accordingly, may seek an injunction or other equitable remedy against such breach. However, nothing herein shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach of a provision of this Agreement.
(b) Privacy Issues; Compliance with law. Your use of the Service will be for lawful purposes and will be in compliance with all applicable laws. Each party shall comply with its own privacy policy and all applicable privacy legislation (Wattpad's privacy policy may be found at: http://www.feedm8.com/web/privacy with respect to the personal information of end-users of the Service. You shall not use the Service to send unsolicited information to end-users of the Content.
7. MARKETING AND PROMOTION
The parties will work together to issue publicity and general marketing communications concerning their relationship under this Agreement. Solely for the purpose of marketing and promoting the relationship under this Agreement, each party hereby grants to the other party the right to use and display its trade-marks, logos and trade names for the sole purpose of marketing and promoting the relationship under this Agreement, subject to compliance by the other party with such party's trade-mark guidelines as provided from time to time.
The parties will work together to issue publicity and general marketing communications concerning their relationship under this Agreement. Solely for the purpose of marketing and promoting the relationship under this Agreement, each party hereby grants to the other party the right to use and display its trade-marks, logos and trade names for the sole purpose of marketing and promoting the relationship under this Agreement, subject to compliance by the other party with such party's trade-mark guidelines as provided from time to time.
8. TERM; TERMINATION; GENERAL
(a) Term; Termination. The Initial Term of this Agreement shall commence on the date of this Agreement and, subject to and upon the terms and conditions of this Agreement, shall continue in full force and effect for a period of 12 months, and thereafter, shall automatically renew for successive 12 month periods. Either party may terminate the Service at any time by notifying the other party by any means. Wattpad may also terminate or suspend any and all of the Service and access to Wattpads' site immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement, and in such case, any unpaid balance shall be forfeited by you. Notwithstanding any termination of this Agreement, Sections 3, 4, 5 and 6 shall survive the termination of this Agreement. Upon termination of this Agreement, you shall immediately cease all use of the Service and both parties shall immediately remove and cease the use of all intellectual property of the other authorized pursuant to this Agreement.
(b) General. The laws of the Province of Ontario shall govern this Agreement, and the parties hereby irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of Toronto, Ontario Canada with respect to all matters arising out of or in connection with this Agreement and all matters contemplated by this Agreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes any and all previous discussions and communications. Any subsequent modifications, amendments, additions and/or other changes to this Agreement are effective only if in writing and signed by duly authorized representatives of both parties. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that, without the consent of the other party, either party may assign its rights and obligations under this Agreement to any entity in connection with a sale, reorganization, merger, consolidation, acquisition, or other restructuring involving the sale of all or substantially all of the shares or assets of such party. Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the respective parties hereto. Nothing stated in this Agreement shall be interpreted to construe the parties as partners or joint venturers, or as creating any relationship other than as independent contractors. All dollar amounts referred to in this Agreement are in U.S. funds unless otherwise provided. Neither party shall be liable for any failure or delay in performing any of its obligations hereunder if such delay is caused by any event or circumstance beyond its reasonable control, including acts of nature, accidents, breakdowns of equipment or software, power failures, strikes, lockouts, or any other industrial, civil or public disturbance. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and shall be construed so as to best effectuate the intention of the parties in executing it. The confidentiality and intellectual property representations, warranties and covenants contained in this Agreement shall survive the termination or expiry of this Agreement.
(a) Term; Termination. The Initial Term of this Agreement shall commence on the date of this Agreement and, subject to and upon the terms and conditions of this Agreement, shall continue in full force and effect for a period of 12 months, and thereafter, shall automatically renew for successive 12 month periods. Either party may terminate the Service at any time by notifying the other party by any means. Wattpad may also terminate or suspend any and all of the Service and access to Wattpads' site immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement, and in such case, any unpaid balance shall be forfeited by you. Notwithstanding any termination of this Agreement, Sections 3, 4, 5 and 6 shall survive the termination of this Agreement. Upon termination of this Agreement, you shall immediately cease all use of the Service and both parties shall immediately remove and cease the use of all intellectual property of the other authorized pursuant to this Agreement.
(b) General. The laws of the Province of Ontario shall govern this Agreement, and the parties hereby irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of Toronto, Ontario Canada with respect to all matters arising out of or in connection with this Agreement and all matters contemplated by this Agreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes any and all previous discussions and communications. Any subsequent modifications, amendments, additions and/or other changes to this Agreement are effective only if in writing and signed by duly authorized representatives of both parties. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that, without the consent of the other party, either party may assign its rights and obligations under this Agreement to any entity in connection with a sale, reorganization, merger, consolidation, acquisition, or other restructuring involving the sale of all or substantially all of the shares or assets of such party. Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the respective parties hereto. Nothing stated in this Agreement shall be interpreted to construe the parties as partners or joint venturers, or as creating any relationship other than as independent contractors. All dollar amounts referred to in this Agreement are in U.S. funds unless otherwise provided. Neither party shall be liable for any failure or delay in performing any of its obligations hereunder if such delay is caused by any event or circumstance beyond its reasonable control, including acts of nature, accidents, breakdowns of equipment or software, power failures, strikes, lockouts, or any other industrial, civil or public disturbance. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and shall be construed so as to best effectuate the intention of the parties in executing it. The confidentiality and intellectual property representations, warranties and covenants contained in this Agreement shall survive the termination or expiry of this Agreement.
