Terms and Conditions
WowYow Online Terms of Service
Thanks for your interest in our discovery and advertising services (the “Services”)! By using our Services, you agree to these terms (the “WowConnect Terms”), the WowConnect Program Policies and the WowYow Branding Guidelines (collectively, the “Agreement”). If ever in conflict, to the extent of such conflict, the WowConnect Terms will take precedence over any other terms of the Agreement. Please read the Agreement carefully. As used in the Agreement, “you” or “publisher” means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “we,” “us” or “WowYow” means WowYow Inc., and the “parties” means you and WowYow.
2. Access to the Services; WowYow Account!
Your use of the Services is subject to your creation and our approval of an WowConnect account (an “Account”). We have the right to refuse or limit your access to the Services. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account. By enrolling in WowConnect, you permit WowYow to serve, as applicable, (i) advertisements and other content (“Ads”), (ii) WowYow discovery items and discovery results, and (iii) related discovery and other links to your websites, mobile applications, media players, mobile content, and/or other properties approved by WowYow (each individually a “Property”). In addition, you grant WowYow the right to access, index and cache the Properties, or any portion thereof, including by automated means. WowYow may refuse to provide the Services to any Property. Any Property that is a software application and accesses our Services (a) may require preapproval by WowYow in writing, and (b) must comply with WowYow’s Software Principles.
3. Using our Services
You may use our Services only as permitted by this Agreement and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may discontinue your use of any Service at any time by removing the relevant code from your Properties.
4. Changes to our Services; Changes to the Agreement
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the Agreement at any time. We’ll post any modifications to the WowConnect Terms on this page and any modifications to the WowConnect Program Policies or the WowYow Branding Guidelines on their respective pages. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you’ll have to stop using the affected Services.
As between you and WowYow, WowYow is responsible for all taxes (if any) associated with the transactions between WowYow and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on WowYow’s net income. All payments to you from WowYow in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
7. Intellectual Property; Brand Features
Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors. If WowYow provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by WowYow, in the manner permitted by the Agreement. 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. You will not remove, obscure, or alter WowYow's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any WowYow services, software, or documentation. We grant you a non-exclusive, non-sublicensable license to use WowYow’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely in connection with your use of the Services and in accordance with the Agreement and the WowYow Branding Guidelines. We may revoke this license at any time. Any goodwill arising from your use of WowYow’s Brand Features will belong to WowYow. We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
You agree not to disclose WowYow Confidential Information without our prior written consent. "WowYow Confidential Information" includes: (a) all WowYow software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, and information about, beta features in a Service; and (d) any other information made available by WowYow that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. WowYow Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 9, you may accurately disclose the amount of WowYow’s gross payments resulting from your use of the Services.
You may terminate the Agreement at any time by completing the account cancellation process. The Agreement will be considered terminated within 10 business days of WowYow's receipt of your notice. If you terminate the Agreement and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance within approximately 90 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid. WowYow may at any time terminate the Agreement, or suspend or terminate the participation of any Property in the Services for any reason. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the Agreement or WowYow suspends or terminates your Account, you (i) will not be allowed to create a new Account, and (ii) may not be permitted to monetize content on other WowYow products.
You agree to indemnify and defend WowYow, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by WowYow, your use of the Services, or your breach of any term of the Agreement. WowYow’s advertisers are third-party beneficiaries of this indemnity.
12. Representations; Warranties; Disclaimers
You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; (iv) WowYow has never previously terminated or otherwise disabled an WowConnect account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to WowYow is correct and current. OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Entire Agreement; Amendments. The Agreement is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending the Agreement, or (ii) as set forth in Section 4, if you keep using the Services after WowYow modifies the Agreement. Assignment. You may not assign or transfer any of your rights under the Agreement. Independent Contractors. The parties are independent contractors and the Agreement does not create an agency, partnership, or joint venture. No Third-Party Beneficiaries. Other than as set forth in Section 11, this Agreement does not create any third-party beneficiary rights. No Waiver. Other than as set forth in Section 5, the failure of either party to enforce any provision of the Agreement will not constitute a waiver. Severability. If it turns out that a particular term of the Agreement is not enforceable, the balance of the Agreement will remain in full force and effect. Survival. Sections 7, 9, 10, 11, 13, and 14 of these WowConnect Terms will survive termination. Governing Law; Venue. All claims arising out of or relating to this Agreement or the Services will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA, and you and WowYow consent to personal jurisdiction in those courts. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control. Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings. For information about how to contact WowYow, please visit our contact page.