Widdit Distributor Terms of Service,
Last Updated March 25, 2013.
These Distributor Terms of Service govern your use of the Widdit platform as a distributor and/or integrator of Widdit Software, and are a binding agreement between Simplygen, Ltd., a duly incorporated limited liability corporation under the laws of the state of Israel, whose principal place of business is 2 Ben-Gurion St., Ramat Gan (hereinafter: Widdit) and yourself, a natural person or a legal entity who you act on its behalf.
These terms are considered a binding an enforceable agreement between yourself and Widdit, and was written in legal language. While we require that you read the full text prior to providing your consent to these terms, we hereby summarized your rights and duties:
* You will receive access to the Widdit Platform which enables you to either distribute Widdit Software or bundle it with your own software;
* You may use the administration panel to edit, send push notifications to end users, track your revenue or combine the Widdit Software with other applications;
* Widdit shall provide you with payments according to your distribution of the Widdit Software;
* If you spam, bundle the Widdit Software with malware, viruses, trojans or use it in any other mean that may harm Widdit, then Widdit may close your account and refuse to pay.
* Lastly, no matter what, Widdit will not be liable for any damage, even if zombies eat your bride-to-be.
- License Grant: For these terms, the term “Software” shall mean all and any of Widdit's software distributed throughout the Widdit Administration Panel, or made available through it, including the HomeBar, HomeBase, HomeTab and all and any other software distributed or made available through the Widdit Administration Panel, provided that such software is owned by Widdit.
Widdit hereby grants you a limited, sublicensable, non-assignable, commercial, royalty-free, non-exclusive, license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
- Limited: You may use Software for the purpose of developing and integrating software inside Your applications, distributing it as a “white label” software, branded under your brands, or distribute it unbranded, and to redistribute it solely in object code in such applications.
- Sublicensable: You may redistribute the Software throughout various channels and sub-license it to 3rd parties for distribution, provided that you may not: (a) alter or amend the Software in any form; (b) circumvent or otherwise modify the Software from contacting Widdit's servers; (c) offer 3rd parties that you sublicense the software to revenues based on their distribution or use of the Software; or (d) bundle Software with any 3rd party software without using Widdit's tools and Software for such bundling. Any software you bundle with the Software must be your own, and you cannot create packages containing 3rd party software.
- Non Assignable & Non-Transferable: You may not assign or transfer your rights and duties under this license.
- Including the Right to Create Derivative Works: If you use the HomeBase SDK, You may create derivative works based on HomeBase SDK as long as you do not (i) amend or otherwise modify the HomeBase SDK source code or object code; and (ii) you integrate the HomeBase SDK it into a larger work (such as your own application).
- Non-Exclusive: Your license is granted on a non-exclusive basis. Nothing in this license shall limit Widdit from licensing, conveying, assigning, transferring or otherwise contracting any party in regards to Software.
- Software’s Trademarks: Widdit shall retain full title in Trademarks, and any trademarks and tradenames contained, including Software's names, logos, and all other intellectual property. Unless specifically stated in this license, no license shall be made to use, associate or affiliate Software with you in any manner.
- Including in Software’s Patents: If Software is covered by Patents, Widdit grants you a non-exclusive, worldwide, royalty-free patent license under Widdit's essential patent claims, to make, use, sell, offer for sale, import and otherwise run, modify and propagate the contents of Software.
- No Use of Open Source: The use of Software as a part of a larger work is limited in cases where the larger work contains any reciprocal license as defined by the Open Source Initiative or any license containing stipulations which may require Widdit, or yourself, to disclose or distribute the source code of Software to any 3rd party or to yourself.
- No Malicious Use: You may not use Software in any application which includes viruses, trojans, malicious software or which otherwise uses end-users' information or computers without their consent. Moreover, you may not use Software with any content which may be deemed as offensive, illegal or infringes any 3rd party rights.
- Temporary: License is granted for a limited amount of time, and as long as You adhere to Widdit's terms of service.
- Eligibility Terms: By signing up to the Services, you hereby acknowledge and accept these terms and agree to be bound by them. In order to use the Services you shall be required to maintain your account details secure and adhere to Widdit's terms of eligibility, as stated herein.
- Accurate Information: By entering into these Terms, you hereby warrant that the contact information presented to Widdit, including your payment accounts when registering to the Distribution Services are true, accurate and up-to-date.
- Solvency: You are solvent and have not filed for bankruptcy, liquidation, debt arrangement or otherwise lost your ability to enter into agreements such as these Terms.
- Natural Person: You are either a natural person or a designated agent of a corporation and are legally acting on its behalf.
- Age: If you are a natural person, then you are over 18 years of age.
- Not a sex offender: Neither you, nor any of your employees, have been convicted of any sex crime, possession of child pornography or otherwise been under electronic monitoring in relation to sexual offenses.
- Residence: You do not reside in any proscribed state, such as Syria, Iran or North Korea.
- Authentication: When registering to the Services, Widdit shall authenticate your identity using certain services, and may, at its own discretion, request additional authentication, including:
- Email: Widdit shall authenticate your email address and send a notification email to the address you provided it. In the said email, Widdit may include information or a link to authenticate your email account as the proprietor of the said address.
- OpenID: Widdit may allow you to authenticate against an OpenID service, such as Google, and may request, at its sole discretion, additional authentication.
- Facebook Connect: Widdit may allow you to authenticate against your Facebook account and may use certain information from said account with your consent.
- Securing your accounts: Due to the sensitivity of information stored on your behalf on the Services and the potential risk of loss of money and/or intellectual property, you shall be required to enter a password for your Account. Please keep in mind that Widdit strongly encourages the use of strong passwords (such as, for example, 36h%#QYHE~1 or wherearemykeys) and that using the same account for more than one user or in more than one website is considered an unsafe practice. For more information about strong passwords and how to find strong passwords that are easy to remember, please read the following article:
- Sharing your login data: You are specifically prohibited from sharing your username and password with any 3rd party.
- Retaining your login data: Widdit highly discourages the use of password managers in order to retain your login information on your browser or refraining from using lock codes on your mobile device
- Notification: You are required to inform Widdit, immediately, upon any case where you believe that your account was breached and in any case you are in knowledge of any unauthorized use of any Widdit account.
- Widdit’s Liability: Widdit shall not be liable for any damage you suffered in any case where you did not adhere to these security guidelines and shall not be able to assist you in any manner should you refrain from using Widdit’s best practices as published from time to time.
- The Services: Widdit's Services shall include the following services, where Widdit may add or depreciate any services from time to time, according to its sole discretion:
- Widdit's HomeBase: Widdit's HomeBase is an interactive lockscreen for Android Devices, which you may configure, design it's look and feel, add HTML and Native Android Code to, add applications and application shortcuts to, add an offer wall or application wall to, and send end-users Push notifications.
- Widdit Base: Widdit Base is a smart device connector which enables application developers to create action based activities and notifications. It allows Widdit and yourself to tailor your end-users applications to their preferences and activity, and to create better engagement.
- Edit Your Account: Widdit may avail you to a web based interface to review and monitor your usage statistics, revenues, installations and other activities.
- No Malicious Activity: Widdit places high value on their end-user's privacy and wishes to prevent unauthorized installations of the Software or by any other way bundling of the Software with malicious code or promotion of the Software by illegal or unethical means, where, amongst other things, the following shall automatically be considered as Malicious Activity and incur termination of your account and withholding of any funds in it:
- Spam: you may not use the Software to spam, nor you may use spam to promote and distribute the Software. Where spam, for the purpose of this agreement, shall mean all and any uninvited or unsolicited postings or communications, including repetitive web-posting, splogs, unsolicited emails, short messages or social network messages, sending of invitations through social networks or end-users' contacts and engaging in any harassing activity.
- Viruses and Malware: you may not use Software to distribute viruses and malware, nor you may use Viruses and Malware to distribute software. Where Viruses and Malware, for the purpose of this agreement, shall mean all and any software or code which acts without the end-users' specific consent and/or performs any activity which was not intended to be performed by the end user, including any secret key-loggers, trojans, back-doors, and including any automated installers and updaters.
- Adult Content: you may not use Software to distribute Adult content to end-users, nor may you use Adult Content to distribute software, where Adult Content shall mean any pornography, obscenity, nudity, or other content which may be harmful to minors.
- Tricking Children: Children are considered a sensitive group and are not eligible to enter into agreements without their parents' consent. Therefore, they cannot agree to Widdit's terms and privacy. Therefore, you may not use Software to distribute content for children nor you may target children to download and install the Software. Where, for demonstration only, you may not set up a website that allows children to download games where the Software is bundled to.
- Fraudulent Activity: you may not use Software for fraudulent activity nor you may use fraudulent activity to distribute Software. Where Fraudulent Activity shall mean any activity where (i) the end-user is tricked or incentivized into clicking on any advertisements; (ii) the end-user's device automatically generates clicks on advertisements or other links; (iii) the end-users are manipulated into clicking on links which do not represent their actual content; (iv) software is installed on the end-users' devices without their specific opt-in consent; (v) automated searches are generated by software.
- Illegal Activity: you may not use Software in any illegal activity nor may you use illegal activity to distribute Software. Where Illegal Activity shall mean any activity which is prohibited in the jurisdiction where the Software is distributed in.
- Infringing on 3rd Party Rights: you may not use Software in any manner which infringes 3rd party rights, nor may you infringe any 3rd party rights to distribute Software. 3Rd Party rights shall include, but not limited to, right for privacy, copyright, patents, trademarks, goodwilll, good name and other rights. By means of example only, you may not use any trademarked logos in Software or bundle it with Software you are not licensed to bundle.
- Payments: in consideration of your use of the Services, Widdit may compensate you, according to its sole discretion, in either of the following manners:
- Pay Per Install: Widdit may provide you with a fixed fee for each installation and activation of the Software, according to rates it publishes from time to time; or
- Revenue Share: Widdit may provide you with a portion of Widdit's actual net revenues incurred from advertisements displayed in your Software. Your portion shall be according to the actual gross proceeds incurred by Widdit, after a deduction of clearing costs, media purchase commissions and content delivery costs.
- Books and Records: Widdit's books and records shall be deemed as accurate and shall be final. You shall never be entitled to review Widdit's full books, solely the records relating to your Software's use, revenue and popularity.
- Payment Terms: From time to time, Widdit shall notify you about your accumulated revenue. You shall receive payment should your accumulated revenue be more than 50US$.
- Taxes: All payment shall be exclusive of all and any taxes and you should solely bear all taxes, duties, levies, customs and any other fees relating to your payment.
- Withholding Tax: Unless you will provide Widdit with the appropriate permits regarding your exemption from Withholding Tax in Israel, Widdit may deduct Israeli Income Tax from any payment and transfer it directly to the Israeli Tax Authority.
- Daily Active User model Developers that distribute HomeBase with their app are titled for payment under a DAU (Daily Active User) model. This model analyze HomeBase's daily use by end users, and is fully subject to Widdit's discretion.
- AppScore The DAU model is also affected by the AppScore ladder, which determine how payouts are made depending on the apps quality. To avoid any doubt, Widdit is the sole determiner of any payout calculation.
- During your use of the Services, Widdit may share some information with its 3rd party service providers, who are required to receive such information to provide you with Widdit's services.
- Suspension: Widdit may, but is not obligated to, monitor your use of the services from time to time, and may suspend or remove your account if it believes that, or receives any complaint, that your use of the Services violates any of your statements and warranties under these terms. In such case, Widdit may also withhold any of the revenues and sums in your account as a penalty. For example, if your software is removed from any 3rd party application store, such as Google Play, the Chrome Web Store, or any other distribution platform, then Widdit may suspend your account at any time.
- Availability and Maintenance: Widdit might disable the Services from time to time for scheduled backups, maintenance or upgrades. In such case, Widdit shall notify you, through electronic communication, up to 48 hours prior to each scheduled downtime. However, in some extreme cases, where urgent maintenance is required, Widdit may disable the service immediately and without notice.
- Support: Currently, and due to the early stage of the Widdit service, support is only provided by Electronic mail and during regular business hours at Support@widdit.com .
- Termination of Service: Widdit may terminate your use of the Services at any time and with no prior written notice in any case where you breached these terms and such breach may cause Widdit irreparable harm. Moreover, Widdit may terminate your service if you (i) became insolvent or otherwise entered into any liquidation process; or (ii) exported any of Widdit's intellectual property to any jurisdiction where Widdit may not enforce its rights under this agreements in; or (iii) were in breach of any of these terms and conditions and such breach was not cured, immediately upon notification; or (iv) otherwise entered into any arrangement which caused Widdit to be unable to enforce its rights under these Terms. Moreover, Widdit terminate this agreement at any cause by providing you with a 30 days written notice.
- Amending these Terms: Widdit may amend these terms from time to time, provided that you shall be informed through electronic communication on such amendment and shall be granted the option to terminate your agreements with Widdit by providing a 30 days prior written notice and removing your accounts.
- Liability: To the extent permitted under Israeli Law, the Software and Services are provided under an AS-IS basis. Widdit shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by yourself as a result of its actions, failure, bugs, and/or any other interaction between Software and your end-equipment, computers, your software, other software or any 3rd party services. Moreover, Widdit shall never be liable for any defect in source code written by you when relying on the HomeBase SDK.
- Warranty: Software is provided without any warranty; Widdit hereby disclaims any warranty that Software shall be error free, without defects or code which may cause damage to your computers or to you, and that Software shall be functional. You shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running Software on your computers.
- Indemnification: You hereby warrants to hold Widdit, it’s executives, officers and employees harmless and indemnify Widdit for any lawsuit brought against it in regards to you use of Software in means that violate, breach or otherwise circumvent these terms, Widdit's intellectual property rights or Widdit's title in Software. Widdit shall promptly notify you in case of such legal action.
- Governing Law, Jurisdiction: This Agreement shall be solely governed by the Laws of the State of Israel, and any dispute arising from it shall be brought only to the competent courts of the Tel-Aviv district. You hereby agree not to initiate class-action lawsuits against Widdit in relation to this Agreement and to compensate Widdit for any legal fees, cots or attorney fees should any claim brought by you against Widdit denied, in part or in full.
- Reputation and Amicability: At all times shall you refrain from harming Widdit's reputation. You hereby acknowledge that you shall not defame, slander, or otherwise publish any false, negative, derogatory or humiliating information relating to Widdit, nor shall you solicit others to do so.