Wilco Terms of Service Public

These Terms of Service, as amended from time to time, together with the other terms, agreements and policies referenced herein (which constitute an integral part hereof) (these “Terms”) constitute a legally binding agreement between Wilco Tech Ltd., a company incorporated under the laws of Israel (the “Company”) and each Customer of the Company's Services (each, a “Customer”). The Terms govern the manner in which the Customer, may use and access the Company's Services (as such terms are defined below). In case that pursuant to the Customer's agreement with the Company, Customer gives access to the Company's Services to certain users acting on the Customer's behalf (each, a “User”), these Terms govern the manner in which each User may use and access the Company's Services (as such terms are defined below), and, unless the content of a certain provision implies otherwise, reference to the Customer shall also include the Customer's Users.

The Customer's access or use of the Services signifies the Customer's agreement to be bound to these Terms. If Customer does not agree to these Terms, Customer may not register or use the Services.

The Services
1. The Services. The Company offers its Customers: (i) online software development challenges for developers (the “Wilco Quests”), (ii) an editor which allows the Customer to create Wilco Quests (the "Quest Builder"); (iii) access to the Wilco community where users of the Services and other third parties may interact (the “Wilco Community”) and other related Content and services, and (iv) free Content, which is available to any visitor of the Company's websites and other platforms (the “Free Content”, and, together with the Wilco Quests and the Wilco Community - the “Services”) through its websites, platforms and applications (the “Platforms”). Each Service may be provided separately or bundled with other Services. The term "Content" includes, without limitation, any content, service, materials, software, know-how, files, documentation, code, designs, graphics, text, media, music, audio files or other sounds, photographs, images, videos, illustrations, interactive features, methodologies, artwork, names, logos, trademarks and services marks, and any derivative thereof.
2. No Guarantee. COMPANY DOES NOT GUARANTEE THAT ANY SKILL, OUTCOME, RESULTS, SUCCESS OR OPPORTUNITIES WILL RESULT FROM THE PARTICIPATION IN THE WILCO QUESTS OR ANY OTHER USE OF THE SERVICES.
3. Limitations. Without derogating from Section ‎6.2 below, Customer may only use the Services for the Customer's own non-commercial personal use (the “Purpose”). The right to use and access the Services is granted only to the Customer and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable. The Services may only be used by individuals who: (i) can form legally binding contracts under applicable law, and (ii) are of the age of eighteen (18) and above.
4. Modification or Discontinuation of the Services; Additional Features. The Company may change or update the Platforms and the Services at any time, including the availability of any feature or Content, and the Company may impose limitations or restrictions on certain features and Content or on the access or use of the Services, without notice or liability. Furthermore, the Company may offer alternative or additional features to certain customers, that may not be offered to others (such features may be subject to payment of additional Fees).
Free Trial; Free Services
1. Trial Services and Free Services. The Company may offer, from time to time, Free Content and some other Services on free trial versions or without any charge (“Trial and Free Services”). The Company reserves the right to modify, cancel and limit any Trial and Free Service at any time without any liability.
2. Pre-released Services. The Company may offer, from time to time, the Services in an alpha or beta versions (the “Pre-Released Services”) and will use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
3. Governing Terms of Trial and Free Services and Pre-released Services. The Trial and Free Services and the Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial and Free Services and Pre-Released Services (i) such services are licensed hereunder on as “As-Is” “As Available” basis, with no liability or warranties, express or implied, of any kind; and (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SERVICES AND THE THIRD PARTY SERVICES), EXCEED US$ 1.00. The Company makes no promises that any Trial and Free Services and Pre-Released Services will be made available to the Customer and/or generally available.
Registration
1. Account Registration. In order to use to the Services, the Customer, or each User, if applicable, shall register and create an account (the “Account(s)”). In the event that a User is the first user of the Services on behalf of a Customer, such User will automatically be considered the Customer’s administrator (the “Administrator”), unless and until such time as such role is transferred to another User of the Customer. The Administrator is considered a representative of the Customer for any and all purposes. The Company reserves the right to refuse a Customer's registration or to block Customer's access to the Services, at the Company's discretion.
2. Account Information. As part of the registration process, the Customer, or each User, if applicable, may be required to provide certain personal information (including, name, phone number, e-mail address, etc.) and to select a password. The Customer: (i) agrees to, or is responsible that each User shall, provide accurate, complete, and updated registration information; (ii) acknowledges that the Customer is solely responsible for the activity that occurs on the Customer's Account, or in the Accounts of its User, if applicable, and for the use of the Services by its Users; (iii) agrees to keep, and ensure that Users keep the Account credentials, including but not limited to the password used to access the account, secured at all times; and (iv) undertakes to notify the Company immediately of any breach of security or unauthorized use of the Account. The Customer will be solely responsible for any losses incurred by the Company or a third party, due to any unauthorized use of the Account by the Customer, its Users, if applicable, or any other third party.
3. Administrator Control. The Administrator shall have control over all Accounts and may have the ability to: (i) access information about Users’ activities; and (ii) monitor and manage Users’ Accounts. The Administrator may specify additional Users who will gain Administrator privileges.
4. Administrator Responsibility. The Administrator is responsible for the internal management and administration of the Services within the Customer’s Accounts. In addition, the Administrator is responsible for: (i) maintaining the confidentiality of the passwords of the Accounts; (ii) designating those individuals who are authorized to access the Accounts; and (iii) performing monitoring to ensure the protection of Customer's Users' privacy and compliance with applicable law.
Wilco Community, Additional Content and Interactions

The Wilco Community is operated by the Company, but not necessarily under the Company's control. The Company does not curate, monitor or moderate the Content published by Wilco Community members and third-parties, such as other teachers, students and guests, including, without limitation, (i) information and messages posted in forums or through other means of communication between members of the Wilco Community; and (ii) lessons and lectures provided by the Company's teachers and other guest speakers (“Additional Content”). In addition, as part of the Wilco Quests, Customer may take part in personal or group training and mentoring sessions, provided by members of the Wilco Community, representatives of the Company or third-parties (“Sessions”). Customer acknowledges and agrees that Company and any other party involved in such Additional Content and Sessions shall not be in any way responsible or liable with respect to such Additional Content or Sessions. BY ACCESSING, PARTICIPATING AND/OR USING THE ADDITIONAL CONTENT AND SESSIONS, CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER'S ACCESS AND USE OF THE ADDITIONAL CONTENT AND SESSIONS IS AT THE CUSTOMER'S SOLE DISCRETION AND RISK, AND THE COMPANY WILL NOT INCUR ANY LIABILITY WITH RESPECT THERETO.

Customer Content
1. General. While using the Services, Customer may provide certain information, code, content or data to be shared, published, displayed, processed or used by the Company through the Platforms or Third Party Services (the “Customer Content”). Customer Content may include but is not limited to forum posts, files, documents, texts, code, designs, graphics, audio files or other sounds, photographs, images, videos, illustrations and other content. As between the Customer and the Company, Customer shall remain the owner of all Customer Content. Customer Content may include quests created using the Quest Builder, pursuant to Section ‎7 below.
2. Customer Content. Customer hereby grants the Company and its Sub-processors an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, modify, publish, download, store, distribute and display the Customer Content. Customer represents and warrants that (i) Customer owns or has all the necessary licenses, rights, consents, approvals and permissions to grant the Company the aforementioned right and license and to authorize the Company and its Sub-processors to access, use, process, copy, download, store, distribute and display the Customer Content, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary rights of any third party; (ii) any Customer Content and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Content.
3. Restrictions. Customer may not, and may not permit or aid others to upload, transfer, display, post, send, incorporate, contribute or otherwise make available to the Services any Customer Content that: (i) infringes, violates, misuses or otherwise interferes with any copyright, patent, trademark, trade secret or other right of any third party; (ii) is defamatory, abusive, harassing, threatening, racist, or constitutes an invasion of a right of privacy of another person, or is otherwise offensive, violent, vulgar, obscene, pornographic, contains nudity, or otherwise harms or can reasonably be expected to harm any person or entity; (iii) is illegal or encourages or advocates illegal activity; (iv) collects or solicits password, account, private information, or personal data, from any third party; (v) saves or stores any data related to or provided by third parties, including any users of quests created using the Quest Builder; (vi) make any external network calls, API calls, pings, or the like; (vii) use any information, code, content or data developed by a third party, including, without limitation, any "free software" or "open source" software without obtaining Wilco's prior written consent (by contacting [email protected]) (viii) contains viruses, trojan horses, worms, or any other computer programs designed to interrupt, destroy, or limit the functionality of the Services or any system, computer software, hardware or telecommunications equipment; (ix) creates a false identity or impersonates another person; (x) “stalks” or otherwise harasses another or is antisocial, disruptive, or destructive, including “flaming”, “spamming”, “flooding” and “trolling” as such terms are commonly understood and used on the internet; (xi) violates any applicable local, state, national or international law or regulation; (xii) is fraudulent, false, misleading or deceptive; or (xiii) includes any personal information of others, including, without limitation, their names, addresses, email addresses or telephone numbers. Customer is solely responsible for any violation of the aforementioned, and for any damage or loss to the Company or any other third party resulting therefrom. The Company shall not be obligated to maintain or backup any Customer Content, and it may remove any Customer Content from the Services at any time, at its sole discretion.
Intellectual Property and Right to Use
1. Company Intellectual Property. All right, title and interest in the Services is the property of the Company and its licensors, and these Terms do not convey to the Customer, or any of its Users, if applicable, any interest in or to the Services or the Platforms, except for a limited right of use as set forth herein, terminable in accordance with these Terms.
2. Prohibited Use. Customer, and any of its Users, if applicable, may not, and may not permit or aid others to: (i) use the Services for any purpose other than the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Services or any Content related thereto; (iii) give, publish, sell, resell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the Services or any Content related thereto or the rights granted under these Terms, or use the Services in any service bureau arrangement; (iv) reverse engineer, de-compile, decrypt, revise or disassemble the Platforms or any part thereof, or extract source code from the object code of the Platforms or the Services, or access or use the Services or the Platforms in order to build a competing product or service; (v) bypass any measures the Company may use to prevent or restrict access to the Services or any Content, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Services or any Content; (vi) access the Services, the Platforms or Company's systems via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; (vii) use the Services in any manner that is illegal or not authorized by these Terms; (viii) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on Company's (or Company's service providers') infrastructure; (ix) exploit any third party service or resource to which the Services refer, or otherwise interfere with any such service or resource; (x) interfere or attempt to interfere with the integrity or proper working of the Platforms or Services; (xi) remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services; or (xii) provide any third party access to the Services.
3. Feedback. Customer shall notify the Company of any design or functional errors, anomalies, and problems associated with the Services discovered by it and provide the Company suggestions, comments, ideas, or any other feedback regarding the Services and the Platforms (the “Feedback”). Any such Feedback shall become the Company's sole property without any restrictions. The Company may use any Feedback at its sole discretion, free from any right of the Customer or any third party and without any obligation towards Customer. Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback and any intellectual property rights related thereto, and explicitly and irrevocably waives any and all claims associated therewith. Customer shall not provide the Company with Feedback which infringes any third party right.
4. Intellectual Property Infringements. The Company does not permit copyright infringing activities and infringement of intellectual property. To file a copyright infringement notification, please send a written communication to [email protected] and the Company will follow with additional instructions. In the event that the Company believes that the Services, or any part thereof including without limitations the Content, may infringe intellectual property rights of third parties, then the Company may, in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Services or the allegedly infringing part thereof; (ii) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the Company determines that the foregoing remedies are not reasonably available, then the Company may require that use of the allegedly infringing Service or part thereof shall cease, and in such an event Customer shall receive a prorated refund of any Fees paid for the unused portion of the Term. THIS SECTION ‎‎6.4 STATES COMPANY’S SOLE AND ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY THE COMPANY AND/OR ANY SUPPORTING SERVICES AND UNDERLYING TECHNOLOGY.
The Quest Builder
1. Quest Builder Access. As part of the Services, the Company may provide Customer with access to the Quest Builder. The Quest Builder may only be used to create quests ("User Quests") which will be provided through the Platform and not independently or through any other service. Customer agrees that the Quest Builder constitutes a trade secret and Confidential Information of the Company. For the sake of clarity, Section ‎5 shall apply to any User Quest. For the removal of doubt, User shall not be entitled to any compensation, consideration, royalties or other benefit in connection with the User Quests.
2. User Quests Requirements. Each User Quest must maintain, at all times, absolute compatibility with the Quest Builder Guidelines published at: https://dev.trywilco.com which shall be deemed an integral part of these Terms. In addition, (a) Customer must apply all updates provided by the Company to the User Quest, and (b) update the User Quest to support any additional technological stack (e.g., programming language) introduced by the Company from time to time. Customer undertakes that the User Quest will function in accordance with its specifications and fit its intended purpose.
3. Cooperation. Customer shall provide the Company with commercially reasonable cooperation in relation to the Services and the User Quests, in a timely and efficient manner.
4. Customer Representations. Customer represents, warrants and undertakes that each User Quest (a) (i) is an original work of the Customer; or, (ii) in case that Customer involved third party in the creation of the User Quest, it is an original work of the Customer and such third parties, Customer received the permission of such third parties and my grant the Company all rights granted hereunder in connection with the User Quest, including, without limitation, the rights set forth in Section ‎7.6, and Customer shall be solely liable for the compliance with these terms and for any act or omission of such third parties in connection with the User Quest; (b) does not violate or infringe any third party’s intellectual property or other rights; (c) is be free from any viruses or other malicious code; (d) does not contain any copy protection, automatic shut-down, lockout, “time bomb” or similar mechanisms that could interfere with the Company's Services or with end users use of the User Quest; (e) will not export, save or transfer any data or other information outside the Platform. Customer acknowledges that the User Quest will be public and listed in the Customer's catalogue, and Company is entitled to freely use the User Quest. In case Customer is interested in creating private User Quests, Customer may contact the Company and request a Wilco Teams paid subscription. Each User acknowledges that the User Quests will be associated with the Customer, and that the Customer, not the User, shall have the discretion and control with respect to such User Quests.
5. Open Source and Third Party Software. In respect of any third party “open source” software or other third party intellectual property in any User Quest (“Third Party Code”) which have been approved by the Company in accordance with Section ‎5.3: (1) Customer will fully comply with any terms and conditions governing such Third Party Code, including without limitations, displaying any attributions, copyright information and other notices, terms and conditions that may be required to be provided to end users based on Customer’s use of such Third Party Code; (2) Customer shall use only Third Party Code that does not impose any obligation on, or affect Company, the end users, or any aspect of the Services and related intellectual property, on an ordinary use and exploitation of Customer’s User Quest. The approval of the use of any Third Party Code by the Company shall not impose any obligation or liability on the Company and the Customer shall be fully liable for and Third Party Code.
6. Additional License. Customer hereby grants Company and any third party vendor designated by Company (including its Sub-Processors), a worldwide, exclusive, sub-licensable and royalty-free right and license to: (1) host, produce, execute, process, copy, download, store, display, perform, resell, distribute and make available Customer’s User Quest and any content related to the User Quest, including, without limitation, all designs, graphics, logos, trademarks, marketing materials, documents and other materials (the "Related Content"); (2) use, modify, integrate, support, re-write, change, create excerpts and derivatives from, reformat, transmit, and publicize the User Quest; (3) use the Customer's name, profile and other Customer Content provided by the Customer in connection with the User Quest; and(4) use and display the logo and other trademarks of the Customer and the contributors in connection with the User Quest and the promotion and distribution thereof. The licenses granted to Company herein shall extend beyond the Subscription Term hereof, for the purposes of making the User Quest available to end users who acquired it prior to removal, investigating Incidents, protecting legitimate interests of the Company, complying with User applicable law or retaining copies for legal and archival purposes.
7. Support and Maintenance. Customer shall maintain the User Quest updated and submit updates regularly, as required from time to time. Customer shall provide support, maintenance and other related services in connection with the User Quests. At a minimum, Customer agrees to respond within three (3) business day to any support and maintenance request. Company may suspend the User Quest down until it is fixed. It is hereby clarified that Customer is responsible, and hereby undertakes, to keep the User Quest error free and promptly fix any bugs and errors in the User Quest.
8. Quest Deletion. Customer may request by written notice the Company to delete a User Quest and in such case the Company shall make reasonable efforts to block new users from using the User Quest within 7 business days and to delete the User Quest within 90 business days. Company reserves the right to approve or reject Customer’s Quest Deletion request, at its sole discretion. In case the User Quest is deleted, the Company may continue to use the User Quest name, content and details in order to showcase and present the User Quest with respect to users that participated in the User Quest.
9. Distribution Channels. The Company may, at its sole discretion, distribute the User Quest through any distribution channel, including, without limitation, through ads and sponsored links. The Company may, at its sole discretion, list the User Quest in the Company’s Wilco Quests book. The listing may be subject to listing criteria published from time to time by the Company and to Customers’ ongoing compliance with the provisions of these Terms in full. Customer acknowledges that the Company has no obligation to promote, distribute, list or offer for sale Customer’s User Quest, or to continue to do so, and the Company may remove the User Quest from any listing or distribution channel at any time in its sole discretion.
7.10.User Quest Review. A User Quest will be uploaded to the Platform following the Company's review and approval, at the Company's sole discretion. Customer will provide the Company with the following information and materials: (a) User Quest title, Customer’s full name (individually or of Customer's employer, as applicable), all contributors the User Quest, an accurate User Quest description, full contact information, support information, and any other information requested by the Company; (b) the metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with Customer’s User Quest; and (c)complete and accurate answers to Company’s security questionnaire; ((a)-(c) along with any further submitted information and materials, collectively, “User Quest Materials”). Customer is responsible for providing accurate User Quest Materials, and to update them promptly whenever needed. Company reserves the right to approve or reject any User Quest, at any time and at Company’s sole discretion. the Company will make reasonable efforts to respond to the Customer's review request within 7 business days. Company's review and approval of the User Quest will not impose any liability on the Company, and Customer shall remain fully liable for the User Quest.
Wilco for Teams
1. Customers who purchase subscription to Wilco for Teams may make their User Quests private and allow access to their User Quests only to designated Users. In addition, Wilco for Teams may include performance reports, journey control, and additional features.
Privacy; Data Protection; Anonymous Information
1. Privacy Policy. Customer acknowledges and agrees that the use of the Services by the Customer, and any of its Users, if applicable, is governed by the Company's Privacy Policy available at: https://www.trywilco.com/privacy (“Privacy Policy”). The Privacy Policy shall constitute an integral part of these Terms.
2. Anonymous Information. The Company may collect, monitor and use Anonymous Information (as defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Services. “Anonymous Information” means information about use of the Services which does not enable identification of an individual, such as aggregated data, metadata and analytic information.
Third Party Software and Services
1. 10.1.Sub-processors. Customer acknowledges that the Platforms and Services are hosted and made available by certain sub-processors of the Company (the “Sub-processors”). The Company may remove, add or replace its Sub-processors from time to time, at its sole discretion.
2. 10.2.Free Software. The Services may include third party "open source" or "Free Software" components that are subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms and the terms of these Terms, then the Third Party Terms shall prevail but solely in connection with the related third party component.
3. 10.3.Other Products and Services. The Services may be hosted on, refer to, and contain links to, other third-party products and services, or may enable Customer to access, engage and procure certain products and services provided by third parties (the “Third Party Services”). Customer acknowledges and agrees that regardless of the manner in which such Third Party Services may be provided, presented or offered to Customer, Company shall not be in any way responsible or liable with respect to any Third Party Services. Customer shall not take any action on behalf of the Company in connection with such Third Party Services and shall not otherwise interfere in the relationship between the Company and the providers of such Third Party Services. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, CUSTOMER ACKNOWLEDGES THAT ITS ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT ITS SOLE DISCRETION AND RISK; THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICES ARE IN COMPLIANCE WITH CUSTOMER'S REQUIREMENTS AND ANY APPLICABLE LAW OR REGULATION; AND THAT CUSTOMER IS LIABLE FOR ANY ACT OR OMISSION OF CUSTOMER IN CONNECTION WITH SUCH THIRD PARTY SERVICES.
Term; Payment
1. 11.1.Subscription Term and Fees. Services purchased by Customer will be provided or made available during the subscription term set forth in the subscription form of such Services (respectively, the “Subscription Form” and the “Subscription Term”). Customer shall pay the Company the fees set forth in the Subscription Form (the “Fee”). ****Unless expressly indicated otherwise, Fees are stated in US dollars. The Company reserves the right at any time to change the Fees of any Services from time to time, provided however, that any increase of the Fee for Services to which the Customer has subscribed shall only become effective upon the end of the Subscription Term.
2. 11.2.Discounts and Promotions. The Company may offer discounts and other promotions from time to time. Such discounts and promotions may be limited in time, scope, territory, or any other limitation imposed by the Company, at the Company's sole discretion. The Company may cancel or terminate any promotion or discount at its sole discretion. Discounts that are provided for a certain period of time, will not apply to purchases made during another time. Only one discount or promotion may be applied to a certain purchase, unless explicitly stated otherwise in the Subscription Form.
3. 11.3.Payment Terms. Customer shall pay the Fee in accordance with the payment terms set forth in the Subscription Form, either in a one-time payment which will be paid up-front (the “One Time Payment”) or in installments, as further specified in the Subscription Form (the “Installments Payment”). Overdue payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. The aforesaid shall not derogate from any other right or remedy to which the Company may be entitled. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by the Company in collecting any payment.
4. 11.4.Payment Processing. Customer hereby authorizes the Company, either directly or through third party’s payment processing service, to charge the Fees via Customer’s selected payment method. Payments processed by a third party are in such third party’s exclusive responsibility and are subject to such third party’s terms and conditions. Customer agrees that such third party’s terms and conditions shall apply to its payment of the Fees. THE COMPANY WILL NOT BE LIABLE FOR THE ACTIONS OR OMISSIONS OF ANY THIRD-PARTY PAYMENT PROCESSOR. Customer hereby authorizes third-party payment processor to provide data and information to the Company. The Company will be free to replace the payment processor service from time to time or process payments itself.
5. 11.5.Taxes. The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties (the “Taxes”), except for income tax imposed on the Company. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to the Company, Customer shall promptly notify the Company in writing and the Company shall make reasonable efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax shall be “grossed up” and added on top of the Fees payable by Customer.
6. 11.6.Credit Card. Credit card details may be needed to complete the purchase of subscription to the Services. Customer authorizes the Company to continue to charge its credit card or any replacement card for any Installment Payment and for any future purchase. Failure by the Company to charge Customer’s credit card shall not derogate from Customer’s payment obligation.
Termination
1. 12.1.Termination or Suspension by Company. Company may terminate or suspend Customer's Account and subscription to the Services immediately, without prior notice or liability, (A) upon the lapse of all Subscription Terms, (B) if Customer breaches, or fails to comply with, any of the provisions contained in these Terms, and (C) in each of the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Services in a manner that may impose a security risk, may cause harm to the Company or any third party, or may create any liability to the Company or any third party; (ii) if the Company believes, in its sole discretion, that Customer or any third party is using the Services in breach of these Terms or applicable laws; or (iii) if the Company is unable to charge the Fees, if applicable, through Customer’s approved payment means or if any payment is or is likely to become, overdue, as set forth in Section ‎11.3. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Terms and/or applicable law. In addition, Company may terminate or suspend Customer's Account and subscription to the Services without cause by providing Customer with 30 days prior notice, and in such case, Company shall refund any amount pre-paid with respect to the period post-termination, on a pro-rata basis.
2. 12.2.Termination by Customer. Customer may terminate the Customer's subscription to the Services by cancelling its subscription, whereby termination will take effect at the end of the then-current Subscription Term and shall not derogate from Customer’s obligation to pay the applicable Fees for the Subscription Term.
3. 12.3.Effect of Termination. Unless expressly indicated otherwise in these Terms, the termination or expiration of the subscription to the Services shall not relieve Customer from its obligation to pay due Fees. Upon termination or expiration of the subscription to the Services Customer shall cease to have access to the Services. Following termination or expiration, the Company may, at its sole discretion, delete the Customer Content without retaining any copy thereof. Unless the Customer requests deletion of the Customer's User Quests pursuant to Section ‎7.8 above, these Terms (and Developer's obligations under these Terms) will survive and continue to apply with respect to those User Quests.
4. 12.4.Survival. All the provisions of these Terms which by their nature should survive termination (including, without limitation, ownership and intellectual property, confidentiality, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company.
Confidentiality
1. 13.1.Confidential Information. For purposes of these Terms, the term “Confidential Information” shall mean any and all non-public business, product, technology and marketing data and information, whether written, oral or in any other medium disclosed or otherwise provided by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information which the Receiving Party can prove: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of the Receiving Party in breach of these Terms; (b) is already known to the Receiving Party at the time of disclosure; (c) is disclosed to the Receiving Party free from confidentiality obligations by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (d) was or is independently developed by the Receiving Party without use of or reliance upon the Confidential Information.
2. 13.2.Confidentiality Obligations. Receiving Party undertakes and warrants that: (i) it shall hold the Confidential Information of Disclosing Party in confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that it takes to protect its own Confidential Information of a similar nature; (ii) it shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling these Terms and provided that such employees are bound by written confidentiality obligations which are at least as restrictive as those contained herein; (iii) it shall not copy or use the Confidential Information for any purpose except to the extent required to perform its obligations, or exercise its rights, hereunder, whilst maintaining the Disclosing Party’s interests; and (iv) if the Receiving Party is requested or legally compelled to disclose any Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party shall make best efforts to provide the Disclosing Party prompt notice thereof, and, at the request and expense of the Disclosing Party, uses reasonable efforts to limit such disclosure to the extent requested. Receiving party’s obligations with respect to Confidential Information shall expire seven (7) years from the date of termination or expiration of the last Subscription Term, unless under applicable law a longer period of protection applies.
3. 13.3.Company reserves the right to access, read, preserve, and disclose any information that it obtains in connection with the Services as the Company reasonably believes necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to Customer’s support requests, and/or (v) protect the rights, property or safety of the Company, its users or the public.
Warranty and Disclaimer
1. 14.1.CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ACCESS TO AND USE OF THE SERVICES, THE PLATFORM, AND ANY RELATED SERVICES PROVIDED BY THE COMPANY OR ANY THIRD-PARTY, ARE AT CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND RESULTS IS SOLELY WITH CUSTOMER.
2. 14.2.EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES AND ANY OTHER PRODUCTS OR SERVICES ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE. NEITHER COMPANY NOR ANY PERSON OR ENTITY ASSOCIATED WITH THE COMPANY WARRANTS THAT THE USE OF THE SERVICES OR OF ANY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR EXPECTATIONS, OR THAT ANY INFORMATION OR ADVICE OBTAINED BY CUSTOMER AS A RESULT OF CUSTOMER’S USE OF THE SERVICES OR ANY CONTENT WILL BE ACCURATE OR RELIABLE. NO LESSON, ADVICE OR INFORMATION OBTAINED BY CUSTOMER THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR IMPOSE ANY LIABILITY NOT EXPRESSLY STATED IN THESE TERMS.
3. 14.3.COMPANY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICES AND CUSTOMER’S USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT OR COMPLETENESS.
Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: