1. Introduction

1.1. Our Purpose

Our services offer our Users (as defined below) the ability to shop for retail items, including but not limited to, organic and local foods, through the medium of a convenient mobile application(s), mobile website(s), and website(s). The online, and mobiles websites, functionalities, and platforms created by Users are collectively referred to herein as “User Platform(s)”. Our mobile app(s), mobile website(s) and website(s) are built upon the Wix Platform, established via Wix.com; therefore, all terms and conditions that apply to simplyfreshmarket.com and Simply Fresh Market mobile application will refer to the "Wix Terms” as outlined and defined below.

 

1.2. Legal Agreement

These Terms of Use (“Terms of Use”), together with such additional terms which specifically apply to some of our services and features as presented on the Wix.com website(s) (“Wix Website”, and collectively – the “Wix Terms”), set forth the entire terms and conditions applicable to each visitor or user (“User” or “you”) of the Wix Website, the Wix mobile application (the “Wix App”) and/or any other services, applications and features offered by us with respect thereto, except where we explicitly state otherwise (all services offered through the Wix Website or the Wix App, collectively – the “Wix Services” or “Services”). For the avoidance of doubt, Wix Services (as defined in these Terms of Use) do not include services, applications, features, or components that were built, developed, connected or offered by a Wix User, even if presented on the Wix Website or the Wix App.

 

The Wix Terms constitute a binding and enforceable legal contract between Wix.com Ltd. and its affiliated companies and subsidiaries worldwide (“Wix”, “us” or “we”) and you in relation to the use of any Wix Services - so please read them carefully.

 

You may visit and/or use the Wix Services and/or the Wix App only if you fully agree to the Wix Terms - and by using and/or registering to any of the Wix Services, you signify and affirm your informed consent to these Terms of Use and any other Wix Terms applicable to your use of any Wix Services. If you do not read, or fully understand or if you do not agree to the Wix Terms, you must immediately leave the Wix Website and avoid or discontinue all use of the Wix Services or Wix App.

 

By using our Services, you also acknowledge that you have read our Privacy Policy available at our Privacy Policy.

 

1.3. User Account

In order to access and use the Wix Services, you must first register and create an account with Wix (“User Account”).

Creation of a User Account or purchase of Paid Services (as defined in Section 6 below), can be done either directly on the Wix Website or through an unrelated third-party authorized to sell Wix subscriptions to User Accounts and other Paid Services (a “Reseller”) under a separate agreement with Wix (a “Reseller Agreement”).

If you register to Wix Services or purchase Paid Services via a Reseller (referred to herein as a “Reseller User”) please note the following:

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• These Terms of Use are applicable in addition to any arrangement by and between you and the Reseller, and they govern your use of the Wix Services.

• As between you and Wix,  per your relationship with Wix and unless otherwise specifically indicated in these Terms of Use, these Terms of Use supersede any arrangement between you and the Reseller with regard to your use of the Wix Services and/or activities in your User Account (or the User Account to which you are added).

• Certain services, applications, and features of the Wix Services may not be available to you or may only be available to you through the Reseller platform.

 

1.4. Access to Accounts; Roles and Permissions

You may invite others to your User Account and your User Platforms and assign them certain roles and permissions to perform certain activities within your User Account and User Platforms.

 

A person granted permission to perform activities on a User Account that such person does not own is referred to herein as a “Contributor”.

 

If anyone other than yourself (including Contributors) accesses your User Account and/or any of your User Platforms’ settings, they may also (and if done by a Contributors, depending on the roles and permissions you assign them), perform actions available to you (unless as specifically stated otherwise on the Wix Services), make changes to your User Platform(s) and User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name as the owner of the User Account, whether or not specifically authorized by you.

 

Therefore, we strongly encourage you to (i) keep the log-in credentials of your User Account confidential, and (ii) allow access to your User Account, only to people you trust - as you will be solely and fully responsible for all activities that occur under your User Account and/or User Platforms (including for any representations, warranties, and undertakings made therein and including by any Contributor), and for any damages, expenses or losses that may result from such activities.

 

You must provide accurate and complete information when registering your User Account and using Wix Services. We strongly encourage you to provide your own (or your company’s, as applicable) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the User Account and/or User Content (as defined below) submitted to us.

 

If you are a Contributor,  you are required to register and create a User Account of your own in order to access the User Account under which you are a Contributor. Therefore these Terms of Use apply to Contributors as well.

 

If you are a Reseller User, then depending on the agreement between you and the Reseller, such Reseller may be the owner of the User Platform and you may be invited by the Reseller as a Contributor to such User Platform.

 

If you are invited as a Contributor to a User Platform or if you are a Reseller User, you acknowledge that the owner of such User Platform and /or the Reseller (ii) shall have full access to any information (including personal information) that is stored by you or on your behalf on such User Platform; and (ii) shall have all the rights and functionalities awarded to a User Account owner, in connection with such User Platform.

If you are invited to be a Contributor on other User’s Platform , you need to create a User Account of your own before you access the other User Platform. 

If you are a Reseller User, the Reseller may be the owner of the User Platform and have access to information on such User Platform. The Reseller will also have all rights and functionalities awarded to a User Account owner. You may be invited by the Reseller as a Contributor to such User Platform.

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1.5. Account Ownership

For each User Platform, Wix will consider the owner of such User Platform to be the person or entity whose email address is listed in Wix’s records as the owner of the User Account under which the User Platform was created.

 

In case of a dispute on User Account ownership, we reserve the right to determine ownership to a User Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such a determination (as we may deem in our sole discretion), we reserve the right to avoid doing so and/or suspend a User Account until the parties disputing such ownership, reach a resolution, without Wix having any liability to you or to any other party. We may request documentation (e.g., government-issued ID, a business license) that may assist us in determining ownership.

 

If you created your User Account directly on the Wix Website (and not via a Reseller),  we may consider the principles set forth below to determine ownership.

 

If you are invited as a Contributor to a User Platform or if you are a Reseller User, you acknowledge that the owner of such User Platform and /or the Reseller (ii) shall have full access to any information (including personal information) that is stored by you or on your behalf on such User Platform; and (ii) shall have all the rights and functionalities awarded to a User Account owner, in connection with such User Platform.

1. Wix will consider the person or entity who has access to the e-mail address (listed in Wix’s records for a User Account under which such User Platform or User Content was created) as the owner of a User Account, User Platform, and/or User Content created and/or uploaded to the relevant Wix Service.

2. If any Paid Services were purchased via a User Account, Wix may consider the owner of such User Account and/or the relevant User Platform and/or User Content created thereunder, as the person or entity whose billing details were used to purchase such Paid Services (“Billing Information”). Notwithstanding the foregoing, when applicable, if a User Platform was connected to an external domain name (either imported or purchased as part of certain Paid Services, as defined below), and such domain’s registration information is publicly available via the ICANN LOOKUP database provided on the https://lookup.icann.org/ent website or on Wix’s database, Wix may consider the owner of such User Platform as the person or entity registered as the registrant of such domain thereunder. In the event that an individual and an organization are both registered as the registrant or the registrant organization of such a domain, Wix will consider the organization as the actual owner of the domain. In the event the Billing Information indicates one person as the owner of the User Platform and the domain registration indicates a different owner, Wix shall consider the person registered as the owner of the domain connected to the Wix Account as the owner of the User Platform.

Notwithstanding the foregoing, Wix shall have the right to determine the ownership of User Content and/or a User Website as it chooses, including by ignoring the indications set forth above, in the event Wix deems, at its sole discretion, that the situation justifies such determination, all based upon the factual situation as determined by the sole discretion of Wix.

 

If you are a Reseller User the ownership of the respective User Account may be determined by Wix pursuant to the terms of the Reseller Agreement.

 

You should keep your username and password protected and safe, and only allow people you trust to access your account or website settings. 

 

All activities that occur under your user account or website are your responsibility.

The account information you provide us must be your own (or your company’s), and be accurate and complete.

 

When a user account is disputed, we may determine the ownership of such user account.

2. Your Obligations

2.1. You represent and warrant that:

1. you are at least thirteen (13) years of age, or sixteen (16) years of age if you are an individual within the European Union (EU), or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into the Wix Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Wix Terms;

2. you are not ordinarily resident of, and will not use or distribute the Wix Services or Wix App in, any country or region subject to U.S. comprehensive country or regional embargos. You further confirm that you are not included on any sanctions list, including without limitation, the U.S. Specially Designated Nationals and Blocked Persons List, maintained by the U.S. (“SDN List”), or any other applicable sanctions list maintained by the EU, the UK or other, and that you are not owned 50 percent or more, directly or indirectly in the aggregate, by a Sanctioned Party and are not otherwise controlled by such a party (“Sanctioned Party”).  You further confirm that you will not use or distribute the Wix Services or the Wix App directly or indirectly to or for the benefit of a Sanctioned Party.  You agree to indemnify Wix against any and all losses, including without limitation, monetary penalties and legal fees, that Wix may suffer should you violate any of the forgoing confirmations regarding your non-sanctioned status.

3. your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;

4. you understand that Wix does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith;
   
   And specifically regarding your User Content:

5. you confirm you own all rights in and to any content uploaded, developed or provided by you, or imported, connected, copied or uploaded by Wix Services for you, to your User Platform (“User Content”), including any designs, images, animations, videos, audio files, fonts, logos, code, algorithms, SPIs, APIs, databases, illustrations, compositions, artworks, interfaces, usernames, information you provide for the purpose of creating a subdomain name, text, literary works and any other materials (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally access to, import, copy, use, connect, develop, publish, transfer or license such User Content, by you and us or any of our affiliates;

6. you have (and will maintain) the full power, title, licenses, consents and authority to allow Wix Services or Wix App to access any websites, web pages and/or other online services, for the purpose of importing, exporting, copying, displaying, uploading, publishing, transmitting and/or otherwise using your User Content.

7. the User Content is (and will continue to be) true, current, accurate, non-harmful, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, export, copy, possess, post, publish, transmit, display or otherwise use, in the country in which you or your User Platform’s visitors and users (“End Users”) reside, or for Wix and/or your End Users to access, import, export, copy, upload, publish, post, store, use or possess in connection with the Wix Services;

8. you have obtained all consents and permissions required under all applicable laws, regarding the processing, storing, collection, posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto.

9. You will comply with and adhere to Wix Content Guidelines, which outline the permissible and prohibited Content on our service.

 

 

Among others, you need to be of a certain legal age of majority, reside and use our services in a permitted location.

 

In addition, you must own all rights in any content you upload or publish or that we access, import and/or upload for you via our services, ensure that such content is legal and reliable, and that anything you do with it (or enable Wix or your end users to do with it) is legal.

2.2. You undertake and agree to:

1. fully comply with all applicable laws and any other contractual terms which govern your use of the Wix Services (and any related interaction or transaction), including those specific laws applicable to you or your End Users in any of your geographical locations;

2. be solely responsible and liable with respect to any of the uses of the Wix Services which occur under your User Account and/or User Platform(s), and for any of your User Content (including for any consequences of accessing, storing, collecting, importing, exporting, uploading, copying, using or publishing such User Content on or with respect to the Wix Services);

3. regularly and independently save and backup any of your User Content and the information that is being processed by you regarding your User Platform, including with respect to End Users, User Products, and any applications features, services, and/or Third Party Services used, connected, presented or developed by you;

4. receive from time to time promotional messages and materials from Wix or its partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices – please notify us at any time;

5. allow Wix to use in perpetuity, worldwide and free of charge, any version of your User Platform (or any part thereof) for any of Wix’s marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against Wix or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Platform with respect to such limited permitted uses;

6. Wix’s sole discretion as to the means, manner, and method for performing the Wix Services, including those regarding the hosting, transmission, publication and/or display of any User Platforms and/or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto).

7. Wix shall have the right to offer the Wix Services in alternative price plans and impose different restrictions for the upload, storage, download and use of the Wix Services in each price plan, including, without limitation, restrictions on network traffic and bandwidth, size and/or length of Content, quality and/or format of Content, sources of Content, the volume of download time, number of subscribers to your Content, the volume of storage, etc.

 

 

You will be responsible for your actions and for the actions of anyone who accesses your user account or user platform settings.

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You shall regularly save backups of your content.

You agree that we or our partners may send you promotional messages and content.
You can easily opt-out of receiving promotional messages by contacting us.

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You allow us to use your website for our promotional activities, and to determine the manner in which the services will be performed.

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You agree that Wix has the right to impose and change price plans for its Services. Additionally, Wix may impose restrictions depending on your specific usage of the Service.

2.3. You agree and undertake not to:

1. copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Wix Website, the Wix Services (or any part thereof), any Content offered by Wix or Third Party Services for use and display within User Platforms (“Licensed Content”) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Wix’s prior written and specific consent and/or as expressly permitted under the Wix Terms;

2. use any illegal action to collect login data and/or passwords for other websites, third parties, software or services;

3. phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;

4. publish and/or make any use of the Wix Services or Licensed Content on any website, media, network or system other than those provided by Wix, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Wix Services, Licensed Content and/or User Platform (or any part thereof), except as expressly permitted by Wix, in advance and in writing;

5. act in a manner which might be perceived as damaging to Wix’s reputation and goodwill or which may bring Wix into disrepute or harm;

6. purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Wix or Wix Marks and/or variations and misspellings thereof;

7. reverse look-up, trace, or seek to trace another User of Wix Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Wix Services and/or User Platform without their express and informed consent;

8. disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Wix Services, User Platform, the account of another User(s), or any other systems or networks connected to the Wix Services, by hacking, password mining, or other illegitimate or prohibited means;

9. probe, scan, or test the vulnerability of the Wix Services or any network connected to the Wix Services;

10. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Wix Services or Wix’s systems or networks connected to the Wix Services, or otherwise interfere with or disrupt the operation of any of the Wix Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

11. use any of the Wix Services and/or User Platform in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;

12. utilize any of the Wix Services or Wix Systems for storage and/or video streaming purposes (whether for main streaming purposes or not). For example, creating and operating websites whose purpose is video streaming or main purpose is file storage. Including indirect utilization, through integration or connection with third-party platforms or services;

13. access to Wix Services, User Accounts, Licensed Content and/or User Content, through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces.

14. sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or Wix Services, except as expressly permitted by the Wix Terms;

15. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Wix Services and/or Licensed Content; or

16. violate, attempt to violate, or otherwise fail to comply with any of the Wix Terms or any laws or requirements applicable to your use of the Wix Services.

17. access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.

You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.

 

 

Among others, you may not copy our materials, use any content in an illegal or harmful manner, use our services or content on any platform or website not provided by us, make any misrepresentations or abuse our Services, or otherwise violate anyone’s rights or any applicable laws.

 

Failure to abide by any of these rules may bring us to cancel your account and stop providing you with any services.

3. Content and Ownership

3.1. Your Intellectual Property

As between Wix and you, you shall own all intellectual property pertaining to your User Content and to any other materials created, developed, or connected to Wix Services by you, including any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, algorithms, SPIs, APIs, databases, interfaces, text and literary works. Wix does not claim ownership rights on your User Content or the content you connected to the Wix Services. You know and agree that in order to provide the Services to you and to maintain and improve the Services (the “Purpose”) we will need to access, upload and/or copy your User Content to our platform, including cloud services and CDN’s, to make display adjustments, to train our software tools (e.g. artificial intelligence and machine learning models), to duplicate for backup and perform any other technical actions and/or uses required to perform our services, as we deem fit. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to use your User Content for the Purpose.

#ItsThatEasy

You own all rights to your content. 

We may handle your content in order to provide you with our services.

3.2. Wix’s Intellectual Property

All rights, title and interest in and to the Wix Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Wix Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to Wix.

 

Subject to your full compliance with the Wix Terms and timely payment of all applicable Fees, Wix hereby grants you, upon creating your User Account and for as long as Wix wishes to provide you with the Wix Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Wix Services and Licensed Content, for the purpose of generating and displaying your User Platform to End Users and offering your User Products (as defined below) therein, solely as expressly permitted under the Wix Terms, and solely within the Wix Services.

 

The Wix Terms do not convey any right or interest in or to Wix’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the Wix Terms constitutes an assignment or waiver of Wix’s Intellectual Property rights under any law.

 

In addition to the above, certain fonts made available to you within the Wix Services, are licensed to Wix by a third party provider, and are therefore subject to additional license terms of such provider, which are summarized and available for your review at https://www.wix.com/about/mono-terms-of-use.

 

You may use our services and content so long as you fully comply with these terms and ensure full and timely payments.

 

 

 

Certain fonts which are available to you are licensed by a third party, make sure you read their terms as well.

3.3. Feedback and Suggestions

If you provide us with any suggestions, comments or other feedback relating to the Wix Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Wix. By providing such Feedback to Wix, you acknowledge and agree that it may be used by Wix in order to: (i) further develop, customize and improve of the Wix Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized Wix -related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which Wix may use to provide and improve its services, (vi) to enhance Wix data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (2) irrevocably assign to Wix any right, title and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback

 

4. Privacy

Certain parts of the Wix Services (including certain Third Party Services available therein, as further explained in Section 10 below) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. In particular and as a part of accessing or using the Wix Services, Wix and such Third Party Services may collect, access and use certain data pertaining to Users and End Users, including the activities or navigation undertaken by Users and End Users through the Wix Services and/or User Platforms. We encourage you to read our Privacy Policy and each such Third Party Services’ relevant policies on a regular basis, for a description of such data collection and use practices.

#ItsThatEasy

We care about your privacy, and you should too. Please read our Privacy Policy to learn more about our practices concerning personal information.

5. AI Services

As part of the Wix Services, Wix may provide you with access to artificial intelligence and machine learning tools and products, which will help you build your User Platform by generating Content (the “AI Tools”). Additionally, Wix may provide you with access to artificial intelligence and machine learning tools and products for you to activate and thus offer your End Users the option to engage with AI (“AI Products”, and together with AI Tools - “AI Services”). This section applies only to the extent AI Services are used by you as part of the Wix Services.

 

5.1. Input and Output

The AI Services enable you or your End Users to input, provide, or submit a prompt (in the form of text, image, or otherwise) (an “Input”) into the AI Services, and thus direct the AI Services to generate Content as an output (an “Output”).

5.2. Output Accuracy

The nature of AI technology is such that it is difficult to fully control and predict outputs. As such, Wix does not represent or warrant that the Output generated by the AI Services will meet your or your End Users’ needs or expectations, and we disclaim all responsibility and liability for the accuracy, completeness, relevancy, intellectual property compliance, legality, decency, quality, non-bias, or any other aspect of such Output. This may happen, for example, in cases where the generated Output is related to medical, legal, or financial topics. The Output may also violate someone else’s rights, such as privacy or intellectual property rights. The Output may not be unique to you or your End Users, and other Users of the AI Services may generate their own Output that is identical or similar to Outputs that may be generated for you, or your End Users. Accordingly:

1. You are responsible for reviewing all Outputs of AI Tools before you use, publish, transmit or display an Output in any manner, and for ensuring that you are legally permitted to use such Outputs.

2. You must treat the Output as a mere suggestion and decide based on your sole discretion whether or not it represents your views, serves your intended purpose, and conveys the message you wish to convey.

3. You are responsible for informing your End Users, if and when required by applicable laws and regulations, of any restrictions, limitations, or obligations the End Users need to comply with when using the Outputs of AI Products, including the need to review the Output before using it.

4. You acknowledge that the generated Outputs do not represent Wix’s views.

#ItsThatEasy

The output generated by these tools may not be accurate, truthful, legal or unbiased. Check the output before using it, because the output is just a suggestion.

5.3. Your Input

You agree that your, and your End Users’, Input shall be deemed User Content (as defined above) and the Terms shall apply, to the extent permitted by applicable law, to all such Input as if it were User Content.

5.4. Output ownership

If you choose to use, publish, transmit or display an Output in any manner, it shall be considered your User Content (as defined above), and the Terms shall apply, to the extent permitted by applicable law, as if it were User Content. As between you (or your End Users) and Wix, Wix does not claim any ownership rights in the Output to the extent that the Output does not contain any pre-existing intellectual property owned by Wix.

5.5. License given to Wix

To the extent a license is required under applicable laws and regulations, and in addition to the license you grant us under Section 3.1 above, you also grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to: (a) access, upload, copy, make and display adjustments, train our software tools, duplicate, and perform any other technical actions and/or uses with your (and your End Users) Input and Output in order to: improve Wix Services; review Inputs and Outputs for compliance with applicable laws and enforce the Terms; and (b) provide copies of your (and your End Users’) Inputs and Outputs to our Third-Party Services or to our subcontractors, as required to provide our Users with Wix Services.

#ItsThatEasy

While we don't claim ownership of your generated output, you grant us a license to use it for improving our services and sharing it with third-party vendors required to operate those services

5.6. Third-party Services

Wix may use Third-Party Services to provide the AI Services to you and use of such Third-Party Services will be subject to section 10 of these Terms. In your use of Wix’s AI Services, including your use of any Inputs and Outputs, you acknowledge and agree to review and comply with, and to require each of your End Users to review and comply with, the Third-Party AI Services’ policies, which may change from time to time.

6. Service Fees

6.1. Paid Services

The use of certain Wix Services may be subject to payment of particular fees, as determined by Wix in its sole discretion (“Paid Services” and “Fee(s)”, respectively). Important: if you are a  Reseller User and your payment is made to the Reseller, then the provisions of subsections 6.1 (1), 6.1(4), 6.2, 6.3 (2), 6.4 (1) and 6.5  of this Section 6 with respect to such specific Paid Service may not apply to you and the payment and management of such Paid Service, shall be made directly with the Reseller according to the terms agreed upon between you and the Reseller.

 

1. Wix will notify you of the Fees then in effect, you need to pay directly to Wix in relation to the Paid Services you decide to purchase from Wix. If you wish to receive or use the Paid Services, you are required to pay all applicable Fees in advance

2. Wix reserves the right to change its Fees at any time in its sole discretion. Wix will send a notice regarding the change to you or your Reseller if such a change will affect your existing subscriptions

3. you received a discount or other promotional offer, either from Wix or from a Reseller, Wix or the Reseller, respectively, shall have the right at the end of the applicable discounted period, to, automatically and without notice, renew your subscription to such Wix Service(s) at the full then-current applicable Fee.

4. All Fees paid directly to Wix shall be deemed to be in U.S. Dollars, except as specifically stated otherwise in writing by Wix. To the extent permitted by law (and unless specified otherwise by Wix in writing), all Fees are exclusive of all taxes (including value-added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Wix Services, or to any payments or purchases made by you. If Wix is obligated to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees, or fees due to banks or credit card companies). Wix is not responsible for any such additional fees or costs.

5. If you purchase Paid Services directly from Wix, then as part of registering or submitting information to receive Paid Services, you also authorize Wix (either directly or through its affiliates, subsidiaries other third parties) to request and collect payment and service fees (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Wix or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

6. You must keep a credit card stored with Wix to pay for your Paid Services (“Stored Card”) that are purchased directly from Wix. You will be able to identify your Stored Card by its last four digits on your Account Settings Page.

 

 

 

If needed, we or our affiliates may request and collect payments and related information from the relevant payment providers and banks.

 

 

 

If you are a Reseller User then payment and management of Paid Service might be conducted directly with the Reseller.

 

 

6.2. Invoices

If you are a Reseller User and you pay the Reseller and not directly to Wix, the following Section 6.2 does not apply to you.

 

Wix and/or its affiliated companies will issue an invoice or credit memo for any payment of Fees or refund made to or by Wix (“Invoice”). Each Invoice will be issued in electronic form and based on the country stated in your billing address and will be made available to you via your User Account and/or by e-mail. For the purpose of issuing the Invoice, you may be required to furnish certain Personal Information (as such term is defined in the Privacy Policy) in order to comply with local laws. Please note that the Invoice presented in your User Account may be inadequate with your local law requirements, and in such case may be used for pro forma purposes only.

#ItsThatEasy

Invoices for our paid services will be available in your user account unless you’re a Reseller User.

6.3. Subscription Auto-Renewals

1. In order to ensure that you do not experience any interruption or loss of services, certain Paid Services include an automatic renewal option by default, according to which, unless you turn off the auto-renewal option is turned off by you or your Reseller, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to you, (by Wix or your Reseller), at the same price (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the first period) (“Renewing Paid Services”). For example, if the original subscription period for a Service is one month, each of its renewal periods (where applicable) will be for one month.

2. Accordingly, where applicable and as for Fees paid directly to Wix, Wix will attempt to automatically charge you the applicable Fees using the Stored Card, within up to two (2) weeks before such renewal period commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel your User Account, without further notice. If your Renewing Paid Service is subject to a yearly or multiple-year subscription period, Wix will endeavor to provide you a notice prior to the renewal of such Paid Service at least thirty (30) days in advance of the renewal date.

3. By entering into these Terms of Use and by purchasing a Renewing Paid Service, you acknowledge and agree that the Renewing Paid Service shall automatically renew in accordance with the above terms.

4. You (or the Reseller from which you purchase the Paid Services) may turn off the auto-renewal option for Renewing Paid Services at any time via your User Account or by visiting Wix Help Center.

5. Certain domains are subject to a different renewal policy as detailed at Web.com Reseller Domain Name Registration Agreement and Tucows Reseller Domain Name Registration Agreement, as applicable.

6. Notwithstanding anything to the contrary in the foregoing, you are, and shall be, solely responsible to verify and ensure the successful renewal of the Wix Services you use (whether or not such Wix Services are subject to automatic subscription renewals). Accordingly, you shall be solely responsible with respect to any discontinuation of any Wix Services previously purchased by you, including due to a cancellation, failure to charge the applicable recurring Fees, or due to any Wix Services not being subject to automatic subscription renewals. You acknowledge and agree that you shall not have any claims against Wix in relation to the discontinuation of any Wix Services or Third Party Services, for whatever reason.

 

 

Some services whether on purpose or mistake may not automatically renew. You should make sure that your subscriptions are renewed in time.

6.4. Money-Back Guarantee

If you are a Reseller User, and you pay the Reseller and not directly to Wix,  Section 6.4 does not apply to you.​

1. If you are not happy with your initial purchase of a Premium Plan, you may provide notice of cancellation for any reason within fourteen (14) days of having first ordered or activated such Premium Plan (the “Refund” and “Refund Period”). The Refund is applicable only to the initial purchase of a Premium Plan which is an upgrade of a free website. The Refund is not applicable to any additional purchases, upgrades, modifications or renewals of Wix Services. If you reside in a jurisdiction that requires a longer Refund Period, we will accommodate such requirements in accordance with all applicable laws. If Wix receives such notice within the Refund Period, Wix will refund to you the amount Wix charged you for such Wix Services, in the currency you were originally charged in, and cancel the services accordingly. Please note that the Refund amount may be different than the amount you were charged due to currency changes and third-party fees. Wix will not be responsible for any differences caused by a change of currency exchange rates or fees you were charged by third parties. After the Refund Period, the Fees paid by you will be non-refundable and non-cancellable. In addition, if we find that a notice of cancellation has been given by a User in bad faith or in an illegitimate attempt to avoid payment for services actually received, we reserve our right to still charge the User for any Wix Services actually received, as permitted by the applicable law.

2. Please note: Certain services purchased on or through the Wix Services may be non-refundable altogether. These include Third Party Services such as domains, business tools and applications. The terms of each purchased service or application are indicated on the Wix Website and/or as part of or during the process of purchasing such services or applications. It is your responsibility to verify the ability to cancel a service prior to its purchase. Wix will not refund any amounts paid for non-refundable Paid Services, applications or Third Party Services.

 

Please carefully check the terms of each service before buying, since some services are non-refundable.

6.5. Chargebacks

If at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees due directly to Wix, on your Wix account (“Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the Wix Services may be automatically disabled or terminated.

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In the event a Chargeback is performed, your User Account may be blocked without the option to re-purchase or re-use it, and any data contained in such User Account, including any domains, applications and Third Party Services may be subject to cancellation and Capacity Loss (as defined in Section 7.3 below).

 

Your use of the Wix Services will not resume until you re-subscribe for any such Wix Services, and pay any applicable Fees in full, including any fees and expenses incurred by Wix and/or any Third Party Services for each Chargeback received (including Fees for Wix Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).

 

If you have any questions or concerns regarding a payment made by you to Wix, we encourage you to first contact our Customer Support team before filing a Chargeback or reversal of payment, in order to prevent the Wix Services from being canceled and your User Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Wix Services purchased (and charged-back) by you.

 

We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and received or made use of the services rendered thereafter.

 

7. Cancellation

7.1. Cancellation by User

You may discontinue to use and request to cancel your User Account and/or any Wix Services at any time, in accordance with the instructions available on the Wix Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Wix Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period. Notwithstanding the aforesaid, any Paid Service (including Renewing Paid Services) purchased from a Reseller are subject to such cancellation terms as agreed between you and your Reseller.

 

Notwithstanding anything to the contrary in the foregoing, with respect to subscriptions to Renewing Paid Services, such subscriptions will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge, the cancellation request should be made - if purchased directly from Wix,  at least fourteen (14) days prior to the expiration of the then-current service period, and if purchased and paid for to, a Reseller  - pursuant to the provisions of your agreement with the Reseller.

 

For more information about canceling the Paid Services you purchased from Wix, please visit Wix Help Center.

 

For information about canceling Paid Services you purchased from a Reseller, please contact your Reseller.

 

7.2. Cancellation by Wix

Failure to comply with any of the Wix Terms and/or to pay any due Fee shall entitle Wix, among other things, to suspend (until full payment is made) or cancel your User Account and User Platform (or certain features thereof), as well as the provision of any related Wix Services (e.g., Paid Services) or Third Party Services to you.

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If you open a User Account via a Reseller or purchase Paid Services from a Reseller, then Wix is entitled to suspend, terminate or block access to your User Account and User Platform (or certain features thereof) as well as to the provisioning of any related Wix Services or Third Party Services to you, also if: (a) Wix is requested to do so by your Reseller; or if (b) Reseller fails to pay Wix any amounts due to Wix pursuant to the Reseller Agreement. You consent to these suspension and termination rights and acknowledge and agree that Wix shall have no liability to you of any kind with respect to any such suspension or termination. Your sole recourse with respect to any such suspension or termination shall be against the Reseller.

 

7.3. Loss of Data, Content and Capacity

If your User Account or any Wix Services or Third Party Services related to your User Account are canceled (whether at your request or at Wix’s discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content, End User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). Wix shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, User Content or End User data. Please also note that additional Fees may apply to re-activation of a User Account and/or any Wix Services following their cancellation, as determined by Wix in its sole discretion.

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​Following the termination of your User Account or User Platform, Wix reserves the right to delete all data in the normal course of operation. Data cannot be recovered once your User Account or User Platform is terminated.

 

8. E-Commerce

8.1. General

The Wix Services also include certain features which enable you to sell goods, content, media, event tickets and services through your User Platform (“User Products”, and collectively with Wix Services – “E-Commerce”).

 

You are solely responsible for your User Products and E-Commerce related activities, and any promotions and related Content contained or referred to in your User Platform, and compliance with any laws applicable thereto. We are merely providing the platform for you to manage your online E-Commerce activities. We are not involved in your relationship and/or any transaction with any actual or potential buyer of your User Products.

 

When someone purchases your User Products, the payments for such transactions will be processed through Wix Payments or through a third-party payment service provider (“Payment Provider(s)”).

 

Wix may automatically connect you to Wix Payments to allow you to accept payments from your customers.
You are responsible for all your sales activities, including your relationships with customers and any payment service providers.

8.2. Payment Providers

You acknowledge and agree that Wix Payments (if available in your country) will be your default payment provider.

 

The Wix Payments account shall be governed by the Wix Payments Terms of Service, which are hereby incorporated by reference. Please read these terms of use service prior to publishing your site and accepting payments.

 

In addition, subject to territorial restrictions, you may accept payments with Apple Pay. By using Apple Pay, you accept and agree to the Apple Pay Platform Web Merchant Terms and Conditions.

 

The processing of payments by other Payment Providers shall be governed by such Payment Provider’s terms of service. We are not a party to your relationship with the Payment Provider and you are responsible for all interactions with any such Payment Providers, or for the actions of any of these Payment Providers.

 

Wix may suspend, disable access to or remove from your User Account, User Platform(s) and/or the Wix Services, any Payment Provider, whether or not incorporated with or made part of your User Account and/or User Platform(s) at such time, without any liability to you or to any End Users.

8.3. Events

Depending on your plan, Wix may charge you service fees for event tickets sold through your site. You hereby agree to pay such fees, as required by Wix, and authorize Wix to instruct its payment processing partners or your Payment Provider, as applicable, to deduct such fees from your relevant transactions, or to otherwise collect such fees.

 

8.4. E-Commerce Acknowledgments and Warranties

By using any of our E-Commerce features, you acknowledge, warrant and agree that:

1. you are solely and fully responsible for all Taxes and fees of any nature associated with your E-Commerce activities, including any Taxes related to the purchase or sale of the User Products, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your End Users of such and provide them with a duly issued invoice as required by law;

2. any Taxes indicated by the E-Commerce features provided to you by Wix are solely provided for illustration purposes only, and may not be relied on in any way;

3. you are responsible for and bear all costs of procuring and delivering your User Products, and for providing them in a safe and professional manner, consistent with industry standards;

4. you are solely responsible for any and all statements and promises you make and for all assistance, warranty and support regarding the User Products, and shall provide true contact information on your User Platform for any questions, complaints or claims; and

5. you may not offer or sell any User Products, or provide any information, Content or material regarding User Products, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export; and –

6. Wix may, at any time and at its sole discretion, suspend, disable access to or remove your User Platform and/or any User Products - whether or not incorporated, published with or made a part of your User Platform at such time, without any liability to you or to any End Users, including for any Capacity Loss resulted therefrom.

9. Video Services

As part of the Wix Services, Wix may provide video services (such as Wix Video or Wix Pro Gallery) for managing videos on User Platforms (the "Video Services").

 

The use of the video services for your User Platform, may require that you receive a license to use certain patents from MPEG–LA (the "License"). It is your own exclusive responsibility to decide whether your activity requires a License and to obtain it. Information about the License can be obtained from MPEG LA L.L.C.

 

In addition to the aforesaid and in Section 15 of these Terms of Use and without any limitation of liability, you shall fully indemnify, defend and hold Wix its officers, directors, shareholders, employees, affiliates and agents, harmless from any and all damages and costs, obligations, losses, liabilities debt and expenses (including attorneys’ fees), as accrued, that arise out of or are related to infringement and/or misuse of the patent pool under the MPEG-LA consortium.

 

If your needs require a more inclusive plan than those regularly offered by us, please contact our support team at: contactvideo@wix.com.

 

You may need to obtain a license for certain online video activities. It is your responsibility to verify such requirement and obtain, such license if required.

10. Third Party Services

The Wix Services enable you to engage, connect, further develop and procure certain third-party services, products and tools for enhancing your User Platform and your overall user experience, including, without limitation, domain registrars from which you may purchase a domain name for your User Website, third party applications and widgets offered via the Wix Website (including the Wix App Market), third party Licensed Content, media distribution services, sellers of tangible products, third party designers who may assist you with your User Platform, external databases, code packages, etc. (collectively, “Third-party Services”).

 

You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you (bundled or integrated within certain Wix Services, offered separately by Wix or persons certified or authorized by Wix, connected independently by you or otherwise offered anywhere on the Wix Services), Wix does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect thereto. Wix will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third-party Services.

 

You acknowledge that such services may require the payment of additional amounts to Wix and/or to the providers of such Third-Party Services.

 

Any and all use of such Third-party Services shall be done solely at your own risk and responsibility and may be subject to such legal and financial terms which govern such Third Party Services, which you are encouraged to review before engaging with them.

 

If you use third-party services, tools, code, algorithms, databases, products, software or goods while using our Services, you declare that you act in compliance with their terms of use. For example, if you use YouTube while using the Services, you must comply with the applicable YouTube terms and its privacy policy as in the effective version as of the date of use of such services.

 

While we hope to avoid such instances, Wix may, at any time and at its sole discretion, suspend, disable access to or remove from your User Account, User Platform(s) and/or the Wix Services, any Third Party Services – whether or not incorporated with or made part of your User Account and/or User Platform(s) at such time – without any liability to you or to any End Users.

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Since we only act as an intermediary platform between you and such parties, only you will be responsible for your engagements with them.

 

We can remove services at any time, which may affect your website, user account or overall experience.

11. Wix Logo Maker

As part of the Wix Services, we enable you to enhance your brand by creating your own customized business logo (the “Wix Logo”) using our Wix Logo Maker. The additional terms available here apply to your use of Wix Logo Maker, and are in addition to, and not in replacement of, the Wix Terms unless explicitly stated otherwise.

 

12. Wix Studio

As part of the Wix Services, you may register to Wix Studio and gain access to the Wix Studio workspace (“Wix Studio Workspace”). The Wix Studio Workspace is only available to Users who are agencies or freelancers that build sites or applications for others (including those building for enterprise clients). Wix reserves the right to disable or discontinue the use of Wix Studio Workspace for Users that do not meet the above criteria.

13. Misconduct and Copyrights

13.1. Misconduct and Abuse

When using Wix Services, you may be exposed to User Platforms, User Content or Third Party Services from a variety of sources, which may be inaccurate, offensive, objectionable or illegal. You hereby waive any legal or equitable rights or remedies you have or may have against Wix with respect thereto.

If you believe a User or any Third Party Services acted inappropriately or otherwise misused any of the Wix Services, please immediately report such User and/or Third Party Service to us via this form. You agree that your report shall not impose any responsibility or liability upon Wix, and that Wix may consider such report and act upon it, refrain from taking any such action or require additional information or documents before doing so, at its sole discretion.