The following terms (“Terms”) form a binding agreement (“Agreement”) between you (“You”) and Wicket, LLC (“Wicket,” “we,” “us,” or “our”) and sets out important information regarding the rights, obligations, and restrictions that may apply to You when You access and use any of our online or mobile services, websites (including wicketsoft.com), APIs, software, technology platform, including our cloud-based authentication management and registration platform (“Platform”), and any of our services (including, without limitation, our facial authentication services) and/or products that reference these Terms (collectively the “Services”) as they are made available on various digital media devices, such as, PDAs, cell phones, smart phones, handheld devices, or PCs. This Agreement applies to all visitors, users, and others who access the Service (“Users”).
YOUR USE OF THE SERVICES IS CONTINGENT UPON YOUR ACCEPTANCE OF THESE TERMS. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING OUR SERVICES. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND US. BY ACCESSING, OR USING ANY PART OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS, AND THAT YOU AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS.
4. ACCOUNT REGISTRATION. You will need to register for a Wicket account (“Account”) to access and use the Services. In connection with establishing and maintaining your Account, You may be required to provide personally identifying information (such as your name, email address, and/or photo) and a unique username, password, security code, and/or other access credentials ( “Account Data”) to access and use the Services. You are responsible for the accuracy and integrity of any information and Account Data that You provide when You sign up for an Account. You agree to keep your Account Data strictly confidential and not to share it with any unauthorized third parties.
Please note that we may maintain different types of Accounts for different types of Users. If You are using the Services on behalf of a Wicket Client, You may be required to create a Client Account as part of Wicket’s relationship with such Client. In such cases, the Client Account gives You access to the Services and functionality that we may establish with the Client and maintain from time to time and in our sole discretion. If You are opening a Client Account, then You includes yourself and the Client’s company or organization, and You represent and warrant that You: (i) are an authorized representative of the Client with the authority to bind the Client to this Agreement; and (ii) that You agree to the Terms and this Agreement on the Client’s behalf. If we enter into a separate contract with You regarding the Services because You are a Client, then the terms of that contract shall govern in the event of any conflict with the terms of this Agreement.
5. USE RESTRICTIONS. You agree not to engage in any of the following prohibited activities:
(i) modifying, altering, comingling, merging, translating, decamping, distributing, disassembling, reverse engineering, benchmarking, broadcasting, transmitting, reproducing, attempting to examine the source code for, publishing, licensing, sub-licensing, transferring, selling, reselling, exploiting, renting, copying, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
(ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services;
(iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
(iv) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
(v) uploading invalid data, viruses, worms, or other software agents through the Services;
(vi) collecting or harvesting any Account Data or personally identifiable information, including any names, email addresses, and/or photos, from the Services;
(vii) using the Services for any commercial solicitation purposes;
(viii) impersonating another User, Client, or person or otherwise misrepresenting your affiliation with a person, entity, or Client, or conducting fraud, hiding or attempting to hide your identity;
(ix) interfering with the proper working of the Services;
(x) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or
(xi) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
All rights not expressly granted to You herein are hereby reserved by Wicket, and You expressly acknowledge and agree that nothing herein allows the You to distribute or provide the Services to any third parties that are not authorized Users.
6. YOUR DATA & CONTENT. Anything You post, share, upload, store, or otherwise provide to Wicket in connection with the Services is your “User Content.” You are responsible for all User Content that you submit to us during your use of the Services, and our provisioning of the Services, which may include, but is not limited to: information by which You may be personally identified (such as your name, email address, and photo), Account Data, and/or information associated with one or more of our Clients.
You agree not to submit any User Content that:
(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You or to any other person;
(ii) may create a risk of any other loss or damage to any person or property;
(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
(iv) may constitute or contribute to a crime or tort;
(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(viii) contains any information or content that you know is not correct and current or
(ix) violates any school or other applicable policy.
In addition, You agree that any User Content that You submit does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Wicket reserves the right, but is not obligated, to reject or remove any User Content that Wicket believes, in its sole discretion, violates this Agreement.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. Wicket shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any User Content.
In connection with your User Content, You affirm, represent, and warrant the following:
(i) You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness, and to allow Wicket to use such person’s name or likeness, in the manner contemplated by the Services and this Agreement, and each such person has released You from any liability that may arise in relation to such use;
(ii) Your User Content and Wicket’s use thereof as contemplated by this Agreement and in connection with use of the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights;
(iii) Wicket may exercise the rights to your User Content in connection with our provisioning of the Services under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and
(iv) all of your User Content and any other information that You provide to us is truthful and accurate.
Wicket shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any User Content. In addition, Wicket takes no responsibility and assumes no liability for any User Content that You or any other User or third party posts, transmits, sends, and/or uploads in connection with the Services. You shall be solely responsible for your User Content, and You agree that Wicket shall not be liable for any damages You allege to incur as a result of providing User Content.
7. USER CONTENT LICENSE GRANT. For all User Content, You hereby grant Wicket a license to use, distribute, transmit, translate, modify (for technical purposes, such as making sure your content is viewable on various devices), reproduce, create derivative works of, and otherwise act with respect to such User Content, in each case to enable Wicket to operate and provide the Services.
You agree that the licenses You grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that if your Wicket account is deleted, we will stop displaying your User Content, but You understand and agree that it may not be possible to completely delete your User Content from Wicket’s records, and also that your User Content may remain viewable elsewhere to the extent that they were copied or stored by our Client(s) or other Users.
Finally, You understand and agree that Wicket, in performing the required technical steps to provide the Services to You, our Clients, and other Users, may need to make changes to your User Content to conform and adapt your User Content to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
8. WICKET’S CONTENT & PROPRIETARY RIGHTS. Except for your User Content and the User Content belonging to our Clients or other Users, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all information gathered through the Services, and all Intellectual Property Rights related thereto (collectively “Wicket Content”), is the exclusive property of Wicket. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Wicket Content. Use of the Wicket Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
In addition, You acknowledge that you do not own the Account You use to access the Services, nor do you possess any rights of access or rights to data stored by or on behalf of Wicket on Wicket servers, including without limitation any data representing or embodying the Wicket Content. You agree that Wicket has the absolute right to manage, regulate, control, modify and eliminate any Wicket Content as it sees fit in its sole discretion, in any general or specific case, and that Wicket will have no liability to you based on its exercise of such right. All data on Wicket’s servers are subject to deletion, alteration or transfer.
NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON WICKET’S SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN WICKET’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. WICKET DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON WICKET’S SERVERS.
9. PAYMENT & FEE. Certain aspects of our Services may be provided for free or for a fee or other charge. If You elect to use paid aspects of the Services, You agree to the pricing and payment terms, as we may update them from time to time. Wicket may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
All information that You provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by Users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions, or other monetary transaction interactions.
13. NO WARRANTY. WICKET’S SERVICES AND ANY ASSOCIATED INFORMATION, PROGRAMS, SERVICES, PRODUCTS, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS WELL AS ANY WARRANTY RELATED TO THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES IN TERMS OF AVAILABILITY, ACCURACY, SECURITY, RELIABILITY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, WICKET, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES, THE WICKET CONTENT AND/OR ANY WICKET PROPERTY ARE: (I) ACCURATE, RELIABLE OR CORRECT; (II) WILL MEET YOUR REQUIREMENTS; (III) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (IV) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
WICKET DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WICKET WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WICKET, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL WICKET BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WICKET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15. INDEMNITY. You agree to defend, indemnify, and hold harmless Wicket and its board of directors, committee members, affiliates, employees, licensors, agents, directors, officers, partners, representatives, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from:
(i) your use of and access to the Services, including any data or content transmitted or received by You;
(ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
(iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
(iv) your violation of any applicable law, rule or regulation;
(v) any claim or damages that arise as a result of your User Content or any other content that is submitted via your account;
(vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code; or
(vii) your willful misconduct or gross negligence.
A. Governing Law. You agree that:
(i) the Services shall be deemed solely based in Nevada; and
(ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Nevada. This Agreement shall be governed by the internal substantive laws of the State of Nevada, without respect to its conflict of laws principles.
You and Wicket acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the Terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in State of Nevada, USA for any actions for which Wicket retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of its copyrights, trademarks, trade secrets, patents, or other proprietary or Intellectual Property Rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that State of Nevada, USA is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
B. Dispute Resolution and Arbitration. It is Wicket’s goal to meet your expectations in connection with the Services. However, if You feel that we have not fulfilled our obligations or if You have a type of problem or issue that needs special attention, we are committed to working with You to reach a reasonable resolution that satisfies your needs. Therefore, for any problem or issue that You may have, You acknowledges and agree to first give us an opportunity to resolve your problem or issue. In order to initiate this dispute resolution process, You must first send us a written description of your problem or issue within thirty (30) days of the Services being performed by sending an email to: firstname.lastname@example.org. You then agrees to negotiate with us in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after our receipt of your written description of it, You agrees to the further dispute resolution provisions below.
Unless Wicket and You agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Wicket agrees that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
H. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms will continue to apply.
17. GEOGRAPHY LIMITATIONS; EXPORT; GOVERNMENT RESTRICTIONS. Wicket’s Services and sites are based in the United States, and You acknowledge that you may not be able to access the Services (or certain portions thereof) outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If You access the Services or any of our sites from outside the United States, You are responsible for compliance with local laws. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software is at your sole risk. Recognizing the global nature of the Internet, You agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.
The Services (to the extent constituting software) are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if You are an agency of the US Government or any contractor therefor, You receive only those rights with respect to any such Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
18. CHANGES TO THESE TERMS. Wicket may provide notifications to You via email, written or hard copy notice, or through posting of such notice on Wicket’s website (www.wicketsoft.com) as determined by Wicket in our sole discretion. Wicket may, in its sole discretion, modify or update this Agreement from time to time by posting the modified or updated version of this Agreement on Wicket’s website, and so You should review this page periodically. When Wicket changes the Agreement in a material manner, we will update the ‘Last Updated’ date at the beginning of this Agreement. Your continued use of the Services after any such change constitutes your acceptance of modified or updated Agreement.
19. GENERAL. These Terms and any policies or operating rules posted on our sites constitute the entire agreement and understanding between You and Wicket with respect to the subject matter thereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. You may not assign these Terms through operation of law or otherwise. These Terms will be governed by the laws of the State of Nevada without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, You and Wicket agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the State of Nevada. The failure of Wicket to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to use of this site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.