These Terms of Service (these “Terms”) govern your access to and use of the Connect product and services (“Connect”) and any related training, information or materials provided in connection with your use of Connect (collectively, the “Content”) provided by Wunderkind Corporation (“Wunderkind”)or its affiliates. By using Connect or the Content, you acknowledge and represent that you have read, understand, accept and agree to these Terms, our Privacy Policy and all other policies or notices posted by Wunderkind on our website at www.wunderkind.co (collectively, the “Policies”). If you do not accept or agree to these Terms or such Policies, you may not access or use Connect or any Content.
The terms of the Platform Agreement (together with any Order Forms, exhibits, schedules or addenda thereto, the “Platform Agreement”), by and between Wunderkind and your employer or the entity for which you are acting as an agent or representative of (the “Company”), remain in effect. Connect is a Platform, as defined in the Platform Agreement, and the Content constitutes Services, as defined in the Platform Agreement. In the event of any conflict or inconsistencies between the Platform Agreement and these Terms, the Platform Agreement shall control unless expressly stated otherwise in these Terms. All capitalized terms used herein but not otherwise defined will have the meanings ascribed to them in the Platform Agreement.
Wunderkind reserves the right, in its sole discretion, to change, modify, add or remove portions of these Terms and/or the Policies. It is your responsibility to check these Terms and the Policies periodically for changes. Wunderkind will post a current copy of these Terms at www.wunderkind.co/terms/connect-terms. Your continued use of Connect following the posting of any changes will mean that you accept and agree to such changes. As long as you comply with these Terms, Wunderkind grants you a personal, non-exclusive, non-transferable, limited license to access and use Connect and the Content, subject to the terms and conditions below and in the Platform Agreement.
- Restrictions; Suspension.
- Restrictions. In addition to the restrictions set forth in the Platform Agreement, you will not, directly or indirectly, make Connect or the Content available to anyone other than the Company’s authorized users (“Authorized Users”), disclose or share any passwords or other security or authentication device with respect to Connect to any unrelated third party or use Connect or the Content for the benefit of any unrelated third party. The Company shall implement and maintain all such administrative, physical and technical safeguards as may be necessary to prevent unauthorized users from gaining entry to or accessing Connect or the Content. Pursuant to this Section 1.1, the Company must immediately rescind any Authorized User’s access to Connect and the Content upon the Company’s suspension or termination of such Authorized User’s authorization.
- Suspension. Wunderkind may, without prejudice to any other rights Wunderkind may have, immediately suspend the Company’s accounts and access to, including the accounts and access of Authorized Users, Connect if the Company is in material breach of its obligations under these Terms or the Platform Agreement. Any suspension by Wunderkind under this Section 1.2 will not relieve the Company of its payment obligations under the Platform Agreement.
- Proprietary Rights.
- Company Content. As between Wunderkind and the Company, the Company owns all rights, title and interest in and to all data, information or material that the Company submits, uploads or provides to Connect or Wunderkind in the course of using Connect or the Content (“Company Content”); provided, however, that Company Content shall constitute Service Data, as defined in the Platform Agreement.
- Performance Data. The Company hereby acknowledges and agrees that Wunderkind may monitor the Company’s and the Authorized Users’ access to and use of Connect and the Content. The Company further acknowledges and agrees that Wunderkind has the right to compile Company Content with other data in an aggregate and anonymous manner to derive statistical and performance information related to the use, operation and provision of Connect and the Content. The Company further acknowledges and agrees that Wunderkind may make such information publicly available so long as such information is in a form that does not individually identify the Company or personally identify end users of the Company’s website(s). Wunderkind retains all rights, title and interest in and to such statistical and performance information.
- Company and User Responsibilities. The Company is responsible for all actions taken on Connect by the Company, you or other Authorized Users. You and the Company shall: (i) have sole responsibility for the accuracy and legality of all Company Content; (ii) use commercially reasonable attempts to comply with requests made by Wunderkind to update various features or functionalities within Connect to optimize performance of Connect to Wunderkind’s customers generally; (iii) maintain your, the Company’s and the other Authorized Users’ user IDs and passwords for accessing Connect in strict confidence, and immediately notify Wunderkind of (x) any unauthorized use of such user IDs and passwords or any other security breach and (y) the Company’s suspension or termination of an Authorized User’s authorization to access or use Connect or the Content; and (iv) use Connect and the Content in compliance with the Platform Agreement, these Terms, the Acceptable Use Policy, located at www.wunderkind.co/terms/connect-aup (the “AUP”), and all applicable local, state, federal and foreign laws. Wunderkind may, in its sole discretion, refuse to distribute any communication with end users of the Site(s) on behalf of the Company directly or indirectly through Connect (“Messages”) where the content of the Message or the delivery of such Message is, in Wunderkind’s reasonable opinion, unlawful or violates the AUP.
- Wunderkind WARRANTIES DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES OF Wunderkind HEREIN AND IN THE PLATFORM AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, Wunderkind AND ITS THIRD-PARTY PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Wunderkind DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY OR ACCURACY OF Connect OR THE CONTENT, OR THE RESULTS COMPANY OR YOU MAY OBTAIN BY USING Connect. NEITHER Wunderkind NOR ITS THIRD-PARTY PROVIDERS REPRESENTS OR WARRANTS THAT (I) THE OPERATION OR USE OF Connect SHALL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; (II) THE QUALITY OF Connect OR THE SERVICES IN CONNECTION THEREWITH SHALL MEET THE COMPANY’S REQUIREMENTS; (III) ANY PARTS OF Connect WILL BE ACCURATE IN REAL-TIME DISPLAY; OR (IV) Wunderkind WILL CORRECT ALL DEFECTS OR PREVENT THIRD-PARTY DISRUPTIONS OR UNAUTHORIZED THIRD-PARTY ACCESS.
- Termination of Access and Use. In addition to Wunderkind’s suspension rights pursuant to Section 1.2 of these Terms, the Company’s access to and use of, including the Authorized Users’ access to and use of, Connect and the Content may be terminated, with or without cause, by Wunderkind at any time without notice. Furthermore, the Company and you each hereby acknowledge that Wunderkind may immediately terminate access to and use of Connect and the Content upon the termination or expiration of the Platform Agreement.
- Authority. By accessing or using Connect, the Company and you each represent, jointly and severally, that you have the authority to bind the Company to these Terms. These Terms shall be binding upon and for the benefit of Wunderkind, the Company and you, and each of their respective permitted successors and assigns.
