WIP APP Limited (“Wipster”), welcomes you as a user of the Wipster services. The Wipster service provides a platform for you to share and review your work-in-progress videos, subject to the following terms of service, (“Terms of Service”) which may be updated at any time. Any amendments to Wipster’s Terms of Service will be posted on our website (www.wipster.io) (“Website”) and will be effective immediately upon such posting. You are responsible for ensuring you are familiar with our latest Terms of Service.
1. Description of Services
Wipster provides a platform for video makers to share and review their work-in-progress videos, as set out in more detail in this clause (“the Services”). You may sign up to use the Services by completing the application form on the Website or via Facebook or Google and providing Wipster with certain details. Once you sign up to use the services, Wipster will create an account for you and you will become a member.
Once you are a member you will be provided with a login and password to enable you to access the Services. You agree not to share any of the information or resources provided as part of the Services with any other party except as specified in the Terms of Service , and you will not allow any person not employed by or affiliated with your business to use your log-in information and password to access the Services. You are responsible for maintaining the confidentiality of log-in information and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
As a member you will be entitled to use the Services provided by Wipster as follows:
You can upload a video to the Wipster secure website. Any video uploaded will be encoded by Wipster into multiple formats to support various internet capable devices including desktop browsers, smartphones and tablets.
You will be able to invite a number of people to view the video (each called a “Reviewer”). Wipster will send each Reviewer an individual link to the video which you wish to invite them to review which will enable the Reviewer to view the video and comment on that video. The email sent to each Reviewer will identify you as the person who invited them to review the relevant video, brief details of the video and will enable you and Wipster to identify each Reviewer’s comments.
Each Reviewer may comment and/or provide feedback on the particular video sent to them at any particular point in that video. You will be advised when a comment has been made on your video and you will be able to view each comment and respond to it.
All Reviewers are able to see comments made on the video.
All Reviewer comments are collated into a “to do” list which will only be visible and available to the member who posted the original video
The Services may be modified, improved and/or varied by Wipster at any time and at Wipster’s sole discretion. Any such modifications, improvements or variations will be advised to you from time to time.
Wipster will send invitations to review a particular video to each Reviewer you identify. Wipster is not responsible for checking or verifying in any way the identity of contact details of any Reviewer. You, as a member, have sole responsibility for the email addresses or other contact details for each Reviewer that you invite to view and comment on any of your videos.
Because one of the major attractions of the Services is the ease of use, Wipster does not require any Reviewer to login, use a password, or otherwise identify themselves before accessing the link to any video sent to them. You expressly acknowledge this and agree to all invited Reviewers being able to access any of your videos they are invited to review in this manner.
Wipster will include a disclaimer and warning in all emails, or other communications, sent to a Reviewer inviting them to review a particular video stating that if they do not know the member who sent the invite to them they are not permitted to review the video or comment on it, that they may not forward the link or video to any other person, and that they are responsible for the content of any comments that they make. However, Wipster and its subsidiaries, affiliates, officers, employees and agents expressly exclude any liability including but not limited to liability for breach of confidentiality, defamation, for:
an invitation being sent to someone not intended to be a Reviewer as a result of an incorrect email address and/or other method of contact for the Reviewer;
any comments made by any Reviewer whatsoever, including without limitation any comments that are or may be defamatory; or
any Reviewer forwarding the link and/or video to any other person.
You as a member expressly acknowledge the above limitations and agree that you will take all necessary steps to ensure that you are satisfied that the people that you invite to review your videos are advised accordingly and will comply with your directions. The exclusion of liability in this clause does not limit anything in clause 12 and 13 of these Terms of Service.
3. Use of Website and Services
Wipster grants you a limited license to access and make use of the Website and the Services. This license does not include any resale of the Website, its contents or the Services or any derivative use of the website, its contents or the Services. The Website, the Services or any portion of the Website or Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, form or any of the Services) of Wipster and our affiliates without our express written consent. Any unauthorized use terminates the permission or license granted by Wipster.
You shall not: (i) unless you are on a specific plan for such use of our Services (as determined by us in our sole discretion), load long form videos including but not limited to film, movie or television content, or other large video files; or (ii) take any action that causes or may cause (as determined by us in our sole discretion) an unreasonable or large load on our (or our third party providers’) infrastructure or Services.
4. Intellectual Property
Wipster does not claim any right to any of the trademarks, service marks, collective marks, design rights, personality rights, copyrighted material, or similar rights (“Rights”) that are mentioned, used or cited on our site or in any of the materials or information generated using the Services; other than any Rights actually owned by Wipster, all other Rights are the property of their respective owners. Your use of the Services does not provide you with any license or other entitlement to the use of the Rights of Wipster, other than for the purpose of using the Services.
We believe that Wipster’s use of the Rights in connection with the Services is legitimate and in accordance with applicable law governing the use of intellectual property; however, if it is determined that Wipster’s use or your use of any Rights infringes upon the intellectual property rights of any other party, we reserve the right to discontinue the availability of any Services which incorporate the use of such infringing Rights.
Your content: Wipster acknowledges that the content and any intellectual property of any video you upload and any comments made by Reviewers (“Reviewer Comments”) remain your or, to the extent applicable, the Reviewers, property. However, you and each Reviewer grants to Wipster a non-exclusive, non-transferable licence to use the contents of any videos (or any part of any video) or any Reviewer Comments for the following purposes:
In accordance with these Terms of Service;
To develop the Services or any other product developed by Wipster;
To conduct market research;
To produce reports and summarise data which may be shared with Wipster members or a third party.
Wipster’s website or the Services may provide links to other World Wide Web sites or resources. Because Wipster has no control over such sites and resources, you acknowledge and agree that Wipster is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Wipster shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
6. Modifications to Services
Wipster reserves the right at any time and from time to time to modify (including, without limitation, any modification or redesign of the organization, look, feel, navigation or other elements of the Services or the Website used to provide the Services, including the addition or deletion of content or screens for delivery of the Services) or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Wipster shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services provided that if you have prepaid accounts fees for a period that you have not obtained the benefit of, we may (and will if legally be obliged to) refund any prepaid fees.
7. User Comments; Content of User-Posted Information; Other Use of Site
You are prohibited from posting or transmitting any advertising “spam,” unlawful material, or other material we deem inappropriate for our website. Wipster disclaims all responsibility or liability arising from the content of any user postings.
Membership is only available to people or parties with contractual capacity. When becoming a member, you warrant that you have contractual capacity and that you can legally form a binding contract that is enforceable against you. In New Zealand, this requires you to be at least 18 years old.
You agree to give complete and accurate information to Wipster and to update any information that may have changed.
Wipster may contact you to verify your details if required.
Wipster reserves the sole discretion as to who may be a member and retain the right to terminate any membership without notice or further explanation.
You agree that if your membership is terminated for any reason, you may forfeit any fees paid in advance.
Wipster collects personal information from you in the following ways:
When you complete an application form or otherwise provide details to become a member.
When you select which of your Reviewers to send an invite to;
When you make use of any of Wipster’s Services; and
When you access the Services, Wipster collects information such as your device unique identification details, your location and your use and activity relating to the application.
Wipster may use the information collected by Wipster subject to the following:
Wipster collects information such as your age, gender, location, device unique identification and information relating to your use of the Services so that it can optimise and improve the Services;
Application use and personal information may be used to improve Wipster’s business processes, such as our security, speed and information systems;
Wipster will not disclose your personal information to its members or any third party. The information provided to members or any third party will be in an aggregated form that does not identify anyone personally.
Wipster will not disclose any contact details to any person.
At any time, Wipster may use the information collected from the application to produce reports and summarise research data which may be shared with Wipster’s members or a third party. This data will not identify any individual personally.
Wipster will not use or disclose your personal information in any way, other than in accordance with this Policy or the Privacy Act 1993.
Wipster may employ procedural and technological measures, consistent with industry practice, to protect your personally identifiable information. Such measures are reasonably designed to help protect your personally identifiable information from loss, unauthorised access, disclosure, alteration or destruction. Wipster may use password protection and other security measures to help prevent unauthorised access to your personally identifiable information.
Access: Under the Privacy Act 1993, you have the right to seek access to information which Wipster holds about you and to correct that information if it is incorrect. You may access or change information that Wipster has collected about you by placing your request in writing and sending your request to Wipster at:
WIP App Limited (Wipster)
2-12 Allen Street
Or you can email Wipster at firstname.lastname@example.org
You agree to pay Wipster all subscription fees, where applicable. Subscription fees are payable by members and are set out on the website or otherwise advised to you. Wipster may offer you a time limited trial and/or limited functionality where no payment is necessary. In all other cases where payment is required, payment will be made via a third party billing system. You agree to abide by the terms and conditions of the third party billing system. When payments are made, you represent and warrant that you are the authorised user of the credit card or other payment method. Wipster will not provide refunds for cancelled subscriptions nor credits in the case of partially used months of service other than as agreed on a case by case basis.
Unless otherwise stated, fees listed and collected by Wipster are exclusive of any taxes and duties imposed by government or state bodies. To the extent permitted by applicable laws, you are responsible for the payment of any and all taxes or duties in addition to the fees collected by Wipster.
Except for enterprise plans, pricing for all other Wipster plans is subject to change upon 30 days notice from Wipster. Such notice may be provided by email, and/or posting the changes to the Website or within the Service itself. Wipster is not liable to you or to any third party for any modification to Wipster’s pricing.
You agree that Wipster may, under certain circumstances and without prior notice, immediately terminate your account. Cause for such termination shall include, but not be limited to:
breaches or violations of these Terms of Service or other agreements or guidelines related to your use of the Services;
requests by law enforcement or other government agencies;
a request by you;
discontinuance or material modification to the Services (or any part thereof);
unexpected technical or security issues or problems;
engagement by you in fraudulent or illegal activities; and/or
non-payment of any fees owed by you in connection with the Services.
Further, you agree that all terminations for cause shall be made in Wipster’s sole discretion and that Wipster shall not be liable to you or any third party for any termination of your account.
In addition, you may terminate these Terms of Service by:
giving Wipster not less than 30 days written notice at any time; or
giving Wipster not less than 10 days written notice after any modification to the Services that materially affects the Services provided to you.
12. Disclaimer of Warranties
You expressly understand and agree that:
our use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. Wipster and its subsidiaries, affiliates, officers, employees and agents expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to any warranties under the Consumer Guarantees Act 1993 (and you acknowledge for the purpose of that Act that you are using the Services as a Business), implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Wipster and its subsidiaries, affiliates, officers, employees and agents make no warranty that:
the Services will meet your requirements;
the Services will be uninterrupted, timely, secure or error-free;
the results that may be obtained from the use of the Services will be accurate or reliable;
the quality of any products, services, information or other material purchased or obtained by you through the Services will meet your expectations;
any errors in the Services will be corrected; or
that any or all of the functionality of the Services will be compatible with any software or hardware used by you to access the Services.
Any material downloaded or otherwise obtained through the use of the Services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
Furthermore, Wipster disclaims any warranty as to the potential profitability of the use of the Services, or the potential for success of any advertising or marketing campaign incorporating any of the materials generated through the use of the Services, and you have relied upon and will rely upon your own evaluation of the market with respect to such matters and the use of the materials generated through the use of the Services.
No advice or information, whether oral or written, obtained by you from Wipster or through or from the Services shall create any warranty not expressly stated in these Terms of Service.
13. Limitation of Liability
Under no circumstances shall Wipster or its subsidiaries, affiliates, officers, employees and agents be liable to any user on account of that user's use or misuse of or reliance on the Services arising from any claim relating to the use of the Services pursuant to these Terms of Service or any other agreement between Wipster and you. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages, whether such claim is based on warranty, contract, tort (including negligence), or otherwise (even if Wipster or its subsidiaries, affiliates, officers, employees and agents have been advised of the possibility of such damages).
Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Services, from inability to use the Services, or from the interruption, suspension, or termination of the Services (including any such damages incurred by third parties). This limitation shall also apply with respect to damages incurred by reason of other services or goods received through or advertised as part of or in connection with the Services or website or received through any links provided in the Services or website, as well as by reason of any information received through or advertised on the Services or website or received through any links provided in the Services or website.
These limitations of liability shall also apply, without limitation, to the costs of procurement of substitute goods or services, lost profits, or lost data. Such limitations shall further apply with respect to the performance or non-performance of the Services or any information or merchandise that appears on, or is linked or related in any way to, the Services or website. Such limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.
Some countries, states or other jurisdictions place limits on the exclusion or limitation of liability, so the above limitations and exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Force Majeure: Without limiting the foregoing, under no circumstances shall Wipster or its subsidiaries, affiliates, officers, employees or agents be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
To the extent that Wipster or any of its subsidiaries, affiliates, officers, employees or agents is found liable for a claim of any kind arising as a result of, or related to, the Services provided hereunder (or the failure to provide such Services), whether in contract, in tort (including negligence or strict liability), pursuant to any warranty not specifically disclaimed hereby (or the disclaimer of which is not permitted), or otherwise, damages shall be limited to monetary damages, and the aggregate amount thereof for all claims shall in no event exceed an amount equal to the payments received from you by Wipster for the most recent six (6) month period prior to such determination.
14. Refunds and returns
We will charge your credit card the pro-rata amount for any upgrade in plan level immediately.
We will credit your account the pro-rata amount for any downgrade in plan level immediately. This credit will be applied in your next billing cycle.
If you choose to downgrade your account, we are not liable for the resulting loss of content, features, or capacity.
You agree to defend, indemnify and hold Wipster (including any of its subsidiaries, affiliates, officers, employees, agents, partners and licensors) harmless from and against any and all claims, damages, costs, and expenses, including attorney’s fees, arising from or related to your failure to comply with these Terms of Service, including, without limitation, as a result of:
any unauthorised use by you of any Rights of Wipster or of any other party; and
any of your Reviewers’ Comments.
16. Jurisdiction; Entire Agreement
These Terms of Service will be governed by and construed in accordance with the laws of the country of New Zealand, without giving effect to its conflict of laws provisions or your actual state or country of residence. By your use of the Services, you (a) agree that any suit, action or legal proceeding arising out of or relating to this Agreement will be brought in the courts of the country of New Zealand; (b) consent to the jurisdiction of such court in any such suit, action or proceeding; and (c) waive any objection which you may have to the laying of venue of any such suit, action or proceeding in any of such courts.
These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by Wipster. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms of Service to be unenforceable, the remainder of these Terms of Service will continue in full force and effect.
This Terms of Service is dated: February 7, 2017.