Wise.blue Terms of Service
Welcome to Wise.blue. We are very grateful to have you on board. Thanks for choosing us!
Before accessing or using Wise.blue, please read these Terms of Service (the ”Terms”). These Terms govern access to and use of Wise.blue and/or Services by You.
By accessing Wise.blue and/or using the Services, You are accepting these Terms and entering into a legally binding Agreement with Httpool Latvia SIA, a Latvian company with its registered address at: Maldugunu iela 4, LV-2167, Marupe, Latvia, and/or, where applicable, one of its group companies or affiliates (“Httpool”), on behalf of your team, company, organization or any other entity that either represent or belong to (the “Customer”), and You represent and warrant that You have full authority to bind the Customer to these Terms.
“Account” means a unique digital identity created on the Website and designated for accessing the Workspace.
“Ad Spend” means the aggregate amounts payable by the Customer for advertising services on Twitter for the accounts measured through the Wise.blue, with respect to each calendar month.
“Authorized User” means an individual natural person who has been authorized by the Customer to access the Workspace via an Account and supplied with a single user identification and password to access the Account.
“Customer Content” means any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials that You submit or otherwise transfer through the Website and/or the Services.
“End Users” means any natural person accessing, using, or otherwise interacting with Customer Content or Customer’s sites, or associated with Your Customer Relationship Management data.
“Fees” means a monthly fee for the Services as set forth in the Insertion Order, if applicable.
“Insertion Order” means a document confirming special terms and conditions of using the Services that might be executed between the Customer and Httpool.
“IP Rights” means copyrights, patents, trademarks, know-how, data, trade secrets, and other legitimate rights, title and interest in and to intellectual property.
“Managed Services” means campaign management and optimization services as set forth in Exhibit A.
“Party” shall mean Httpool or the Customer or Authorized User individually, and “Parties” shall mean Httpool and the Customer and the Authorized User collectively.
“Customer Personal Data” shall mean all personal data, submitted by or on behalf of the Customer to Wise.blue which includes generated and/or processed Personal Data for the purprose of providing the Services. Personal Data has the meaning as defined under the General Data Protection Regulation (“GDPR”)
“Services” means either Wise.blue independently or Wise.blue and the Managed Services collectively.
“Twitter” means a third-party advertising platform - Twitter - provided by X Corp., 1355 Market Street, Suite 900, San Francisco, CA 94103 U.S.A., and its affiliates with respect to which the Services are rendered hereunder.
“Website” means Httpool’s website located at https://www.wise.blue, and all content, services including Wise.blue and products provided by Httpool through the Website. The Website also includes its subdomains or domains under other top domains owned by Httpool.
“Wise.blue” means the set of software and software-as-a-service online solutions which enables optimization and analyzing performance of advertising campaigns on Twitter that Httpool may provide from time to time via the Website.
“Wise.blue Content” means any information and data featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through Wise.blue.
“Workspace” means a designated virtual workspace that has been created to enable the Customer’s use of Wise.blue.
“You”, “Your” means the Customer or Authorized User.
2. General Conditions
2.1. By accessing Wise.blue and/or using the Services, You agree to be bound by the Agreement. Once accepted, the Agreement remains effective until terminated as provided for in Section 9 (Term and Termination).
2.2. The Agreement constitutes the entire agreement between You and Httpool for the access to Wise.blue and/or use of the Services, superseding any prior oral or written understandings or agreements between You and Httpool (including, but not limited to, any prior versions of these Terms) in relation to access to Wise.blue and/or use of the Services. Any new features or tools which are added to the current Services will also be subject to the Agreement.
2.3. If You do not agree or You are not authorized to be bound by the Agreement, You are not permitted to use the Services and You should not access Wise.blue.
2.4. You shall use Wise.blue, the Website, and the Services solely for the purpose permitted by the Agreement and in compliance with all applicable laws and regulations.
2.5. The failure of Httpool to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.
2.6. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Agreement will remain in full force and effect.
2.7. No person or entity who is not a party to the Agreement will have any right to enforce any provision of the Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of the Agreement.
2.8. Httpool will be permitted to assign the Agreement without notice to You or consent from You. You will have no right to assign or otherwise transfer the Agreement, or any of Your rights or obligations hereunder, to any third party without Httpool’ prior written consent, to be given or withheld in Httpool’ sole discretion.
3. Registration and Use of Services
3.1. During the term of the Agreement, Httpool will provide you with a right to access Wise.blue and/or use the Services solely as set forth in the Agreement.
3.2. To request access to Wise.blue and/or the Services, you must register with Wise.blue for a Workspace by applying via the form on the Website or contact Httpool at firstname.lastname@example.org. Registration may require You to submit certain contact information, including name, surname, company name, company email. Httpool reserves the right to deny any such request of registration at its own discretion.
3.3. You agree to maintain accurate, complete, and updated contact information in connection with Your Workspace and Account.
3.4. Workspace is created by Httpool. To access Wise.blue, an Account must be created for You by Httpool or an Authorized User with rights to create new Accounts. After an Account is created for You, You will receive an invitation to use Wise.blue in Your e-mail and must follow the instructions set forth in such e-mail to complete registration and access Wise.blue and the Workspace.
3.5. Httpool may provide the Customer with the Managed Services if the Parties have agreed upon them in the Insertion Order.
3.6. Httpool has the right to charge the Customer for the Services, in accordance with the Insertion Order.
3.7. You undertake (a) to perform all Your activities on Wise.blue with due diligence and in compliance with all applicable laws and regulations; (b) not to sublicense, assign, transfer, pledge, offer as security, or otherwise encumber the licensed rights granted in this Agreement in any way; (c) to access Wise.blue and use the Services only in accordance with the purposes and terms of this Agreement; and (d) check and comply with all applicable Twitter rules and policies found on the web page https://twitter.com and https://help.twitter.com as may be amended from time to time, at Twitter’s sole discretion.
3.8. Wise.blue and/or the Services have a range of features and functionalities. Not all of them will be available to all Customers at all times and Httpool is under no obligation to keep or make any features and functionalities of Wise.blue and/or the Services available in any jurisdiction. Except where prohibited in these Terms or by applicable laws, rules and regulations, Httpool reserves the right to modify Wise.blue and the Services (or a part of them) for any reason, without notice and at any time.
3.9. You shall be solely responsible for maintaining the confidentiality of Your Account identification and password. Any unauthorized use of the Account or the Workspace due to Your failure to maintain the confidentiality of Your Account access details shall be the sole responsibility of You.
3.10. You agree to take reasonable steps to protect Your Account and Workspace from unauthorized access, including but not limited to creating a strong password, logging out of the Account when finished using it, and not sharing Account details with any third party.
3.11. If You become aware of any unauthorized access to Your account, You shall immediately report the unauthorized access to Httpool.
3.12. Authorized Users are not allowed to create new Accounts and supply user identification and password to access such Accounts to any individuals who are not authorized by the Customer to access the Workspace.
3.13. The Customer is responsible for Authorized Users being compliant with the terms of the Agreement and any applicable law. Any breach of the Agreement caused by an Authorized User when accessing Wise.Blue and/or using the Services will be deemed as a breach by the Customer itself.
3.14. Httpool reserves the right to provide Services to Your competitors and therefore Httpool makes no promise of exclusivity.
4. Intellectual Property and the Customer’s Restrictions
4.1. Httpool d.o.o., a Slovenian company with its registered address at: Litostrojska cesta 52, 1000 Ljubljana, Slovenia, is the owner of and Httpool is the licensee of any and all IP Rights to Wise.blue, the Website, and the Services, including all copies, modifications, extensions and derivative works thereof. All rights, title, and interest in and to Wise.blue, the Website, and the Services not expressly granted herein are reserved and retained by Httpool d.o.o. Httpool reserves and retains the sole right to sublicense the IP Rights to Wise.blue, Website and the Services.
4.2. Subject to Your complete and ongoing compliance with all these Terms, Httpool grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable, worldwide sublicense, solely as necessary, to access and use Wise.blue, the Website, and/or the Services for Your own individual use. This sublicense does not confer onto You any ownership interest and/or title in Wise.blue, the Website, and/or the Services and/or any of Httpool’s or its affiliate content, material, and information, including Wise.blue Content. Your right to use Wise.blue, the Website, and/or the Services is limited to the rights expressly granted by the sublicense set forth in these Terms.
4.3. Httpool represents and warrants that it has the right to grant the sublicense thereunder without the consent or approval of any third party.
4.4. Httpool does not have any IP Rights to Customer Content. By using the Services You grant Httpool a limited, non-exclusive, transferable, sublicensable, irrevocable, royalty-free, and worldwide license to access, use, process, store, display, reproduce, save, modify, create derivative works, perform and distribute the Customer Content solely for the purpose of providing, operating, developing, and promoting the Website and/or the Services.
4.5. You may provide Httpool with comments concerning Wise.blue, the Website, and/or the Services or Your evaluation and use thereof (collectively, the “Feedback”). Httpool has an exclusive, unlimited, perpetual, irrevocable, royalty-free, fully paid-up, worldwide right and license to copy, modify, create derivative works from, publicly display, perform, disclose, distribute, license and sublicense, incorporate and otherwise use the Feedback (including all intellectual property rights therein), for any and all commercial and non-commercial purposes with no obligation of any kind to You.
4.6. You grant Httpool a limited non-transferable right, which is freely revocable at any time by giving written notice to: email@example.com to use Your logo and other corporate identifiers on a royalty-free basis worldwide in any marketing, sales, public relations materials and other communications solely to identify You as our customer. Httpool hereby grants to You a limited non-transferable right to use Httpool’s and/or Wise.blue’s logo on a royalty-free basis worldwide solely to identify Httpool and Wise.blue as the Services provider to You. Any of the Parties using the other’s logo shall include a trademark attribution notice giving notice of the other Party’s ownership of its trademarks in the marketing materials in which the other Party’s name and logo appeared.
4.7. You shall not attempt to and will not allow others to reverse engineer, decompile, disassemble or translate the source code, trade secrets or know-how, interfere with, modify, disrupt or disable features or functionality, copy, resell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, Wise.blue, the Website, and the Services to any third party. You shall not use and/or access Wise.blue, the Website and/or the Services in order to build a similar or competitive product, platform, website and/or service.
4.8. You shall keep the Wise.blue Content and, where applicable, Personal Data confidential and secure from unauthorized access by using industry-standard organizational and technical safeguards for such data, and with no less care than the You use in connection with securing similar data stored by You. You shall immediately notify Httpool, consult and cooperate with investigations, assist with any required notices, and provide any information reasonably requested by Httpool, if You know of or suspect any breach of security or potential vulnerability of Wise.blue and/or the Website and will promptly remedy such breach or potential vulnerability.
4.9. Unless explicitly approved by Httpool in writing, You may not use, or knowingly display, distribute, or otherwise make Wise.blue Content, or information derived from it, available to any entity for the purpose of: (a) conducting or providing surveillance or gathering intelligence, including but not limited to investigating or tracking Wise.blue Content; (b) conducting or providing analysis or research for any unlawful or discriminatory purpose, or in a manner that would be inconsistent with Twitter user’s reasonable expectations of privacy; (c) monitoring sensitive events (including but not limited to protests, rallies, or community organizing meetings); or (d) targeting, segmenting, or profiling individuals based on sensitive personal information, including their health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, Wise.blue Content relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
4.10. You acknowledge and agree that You shall not at any time during the term of the Agreement or thereafter (i) challenge the title or any other rights of the Httpool to Wise.blue and/or the Services or any parts or derivatives or any variations, (ii) contest the validity of the copyrights or other proprietary interests in and to Wise.blue and/or the Services, or (iii) claim any right, title or interest in or to Wise.blue and/or the Services or any parts or derivatives or variations.
5. Sanctions and Anti-Bribery Obligations of the Parties
5.1. Each Party, its affiliates, beneficial owners, contractors, their Authorized associate and any other entity working for or on behalf of any of them shall comply with all local applicable laws and regulations, including Anti-Money Laundering regulations, and fully respect all applicable trade, economic, and financial regulations, including but not limited to those imposed by entities with jurisdiction over Httpool’s and/or Customer’s activities, implemented at the local, regional, and international level (the “Sanctions”), particularly those administered and enforced by the United States, European Union, the United Kingdom, and the United Nations Security Council. Each Party shall immediately notify the other Party of any breach of local legislation or Sanctions, or any reason that prevents them to comply with the above stated regulations.
5.2. Each Party represents and warrants that, in the performance of its obligations hereunder, it has complied and will continue to comply, and make its affiliates, beneficial owners, employees, contractors and any other person or entity working for or on behalf of any of them to comply, with the provisions of all applicable anti-corruption laws, including without limitation the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act and the European Whistleblower Protection Directive (the “Anti-Corruption Laws”). Each Party shall immediately notify the other Party of any breach or threat of a breach of Anti-Corruption Laws, or any other reason that prevents them to comply with the above stated regulations.
5.3. Failure to comply with the Sanction, Anti-Corruption Laws or Anti-money laundering regulations by either Party shall entitle the other Party to terminate this Agreement with cause, without prior notice and with no obligation to pay any penalty to the breaching party. Termination shall be without prejudice to the rights to claim compensation for the damages caused by the breach. The Customer acknowledges and agrees that Httpool may conduct background checks to determine its compliance with Sanctions, Anti-Corruption Laws, and Anti-money laundering regulations.
5.4. The Parties agree to have zero tolerance for any form of bribery, corruption, or money laundering. They will use only legitimate and ethical business practices, and will not engage in offering or accepting any kind of unlawful favor with the intention to receive favorable treatment or obtain/retain business.
6.1. “Confidential Information” will include any and all information associated with Httpool or You, and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Httpool’s Confidential Information includes all information that You acquire or receive relating to Httpool or to the Services that is not known to the general public including information related to Httpool’s internal policies and practices.
6.2. Httpool and You agree to use the other Party’s Confidential Information solely as necessary for performing its obligations under the Agreement and in accordance with any other obligations in the Agreement including this Section (Confidentiality). Httpool and You agree to take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who must treat such Confidential Information as provided herein, and who are subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over Httpool or You and the subject matter contained in the Agreement, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.
6.3. Confidential Information will not include any information that the receiving party can prove: (a) was already in the public domain or was already legally known by or in the possession of the receiving party, at the time of disclosure of such information; (b) is independently developed by the receiving party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of the Agreement; or (c) is hereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of the Agreement.
7. Limitation of liability and indemnification
7.1. You expressly understand and agree that, to the extent permitted by applicable laws, rules and regulations, Httpool will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service (however arising, including negligence). If the limitation of liability set forth in the previous paragraph is not considered to be valid, You understand and agree that to the extent permitted by applicable laws, rules and regulations, Httpool’s entire liability is limited to the amount of Fees invoiced and collected by Httpool from You in the past 12 months.
7.2. You agree to indemnify and hold Httpool and (as applicable) its parent companies, subsidiaries, affiliates, Httpool partners, officers, directors, agents, employees, and suppliers harmless from any damage Httpool or any of the referred parties may suffer due to or arising out of (a) Your breach of the Agreement; or (b) Your violation of any law, rules or regulation or the rights of Httpool or any third party.
7.3. You agree to indemnify and hold Httpool and (as applicable) its parent companies, subsidiaries, affiliates, Httpool partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand of any sort, including attorneys’ fees, made by Twitter and/or third party platforms, any local authority and any other third party, due to or arising out of (a) Your breach of the Agreement; (b) Your violation of any law, rules or regulation or the rights of a third party; (c) any aspect of Your advertising activities. 8.4. You will be responsible for any breach of the Agreement by Your affiliates, agents, subcontractors or employees and will be liable as if it were Your own breach.
7.5. Your access to Wise.blue and use of the Services is at Your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. Httpool does not warrant that the Services will be uninterrupted, timely, secure, or error-free. Httpool does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. Httpool does not warrant that the quality of any products, services, information, or other materials purchased or obtained by You through the Services will meet Your expectations, or that any errors in the Services will be corrected.
7.6. Httpool is not responsible for any of Your tax obligations or liabilities related to the use of the Services. You are solely and fully responsible for such obligations or liabilities.
7.7. You acknowledge that Httpool does not and cannot control the flow of the Website within any portion of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt Your connections to the Internet (or portions thereof). Although Httpool will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events with respect to Your access to the Website and/or Wise.blue, Httpool does not guarantee or represent that such events will not occur. Accordingly, Httpool disclaims any and all liability resulting from, or related to, such events.
7.8. Httpool shall not be liable for any failure or delay in its performance under this Agreement due to any action or decision taken by any third party, such as Twitter, or a governmental body beyond reasonable control of Httpool.
8.1. All notices and other communications required or permitted to be given pursuant to this Agreement shall be sent by registered mail, postage prepaid, by a commercial courier service or by e-mail to the address of such Party set in the Insertion Order or - if no Insertion Order has been concluded - for Httpool to e-mail address firstname.lastname@example.org and for You to e-mail address indicated on Your Account. Notices given by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified in such notice. Notices given by e-mail shall be deemed effectively given on the date of successful transmission as evidenced by an automatically generated confirmation of such transmission.
8.2. Any Party may at any time change its address for notices by a notice delivered to the otherparty in accordance with the terms hereof.
9. Term and termination
10.1. These Terms will continue to apply to You until the occurrence of one the following: (a) the Agreement is terminated by Httpool or the Customer in accordance with the terms of this Agreement; (b) the term of the Agreement set forth in an Insertion Order, if such has been concluded, expires.
9.2. Termination by Customer
9.2.1. A Customer who has concluded an Insertion Order with Httpool has the right toterminate this Agreement by giving a 30 day written notice to Httpool to the contact address provided for in the Insertion Order.
9.2.2. A Customer who has not concluded an Insertion Order with Httpool has the right to terminate this Agreement by giving a 7 day written notice to Httpool to the email address: email@example.com.
9.2.3. The terms of this Agreement that by their nature should survive expiration or termination of this Agreement shall remain in full force and effect after the termination of this Agreement.
9.3. Termination by Httpool
9.3.1. Httpool may terminate this Agreement without cause by giving a 30 day written notice to the Customer.
.3.2. Httpool may terminate this Agreement and/or suspend Your access to Wise.Blue and/or use of the Services with immediate effect, if Httpool reasonably believes that: (a) Wise.Blue and/or Services are being used by You in violation of any applicable law; (b) there is actual or suspected unauthorized use of the Wise.Blue and/or the Services from Your side; (c) there is a material breach of this Agreement or any other related contracts by You; (d) Your access to Wise.Blue and/or Services poses a risk to Httpool’s commercial activities or reputation.
9.3.3. If Httpool terminates this Agreement or suspends Your access to Wise.Blue and/ or use of the Services for any of the reasons set forth in this Agreement and/or Insertion Order, You agree that Httpool shall have no liability or responsibility to You with regards to the consequences of such termination or suspension.
9.3.4. Httpool will not refund any Fees that You have already paid, to the fullest extent permitted under applicable law.
9.4. Effect of Termination
9.4.1. Upon termination of this Agreement Httpool shall disable all Authorized Users’ access to the Accounts and deactivate all Accounts and the Workspace within 6 months of the effective date of termination. If You request an earlier deactivation or deletion of the Account and/or Workspace, Httpool shall fulfill said request within 1 month of its receipt of said request.
9.4.2. Upon termination of this Agreement You shall: (a) stop using and prevent the further access to the Accounts and Workspace and/or usage of the Services; (b) pay any Fees owed to Httpool under the Insertion Order or other related contracts.
10. Governing Law and Jurisdiction
10.1. The Agreement will be governed by and interpreted in accordance with the laws of the Republic of Latvia, without regard to principles and/or provisions on conflicts of laws.
10.2. You hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) the jurisdiction of the courts of the Republic of Latvia. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement and is nonetheless hereby expressly excluded.
11. Force Majeure
Except for the Customer’s obligation to make payments to Httpool, neither party will be liable by reason of any failure or delay in the performance of any obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, malware attacks, a failure by a third party hosting provider or utility provider, shortages, riots, fires, acts of God, war, strikes, terrorism, and governmental action.
12.1. Httpool reserves the right, in its sole and absolute discretion, to update or change any portion of the Agreement at any time. Httpool will provide You with reasonable advance notice of changes to the Agreement that materially adversely affect Your access to Wise.blue and/or use of the Services or Your rights under the Agreement by a “pop-up” box notice, appearing when You first access Wise.blue and/or the Services, immediately after the change of the terms of the Agreement. However, Httpool may make changes that materially adversely affect Your use of the Services or Your rights under the Agreement at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that Httpool deems unsafe, inappropriate, or offensive. Unless Httpool indicates otherwise in its notice (if applicable), any changes to the Agreement will be effective immediately upon posting of such updated terms here. Your continued access to Wise.blue and/or use of the Services after Httpool provides such notice, if applicable, or after Httpool posts such updated terms, constitutes Your acceptance of the changes and consent to be bound by the Agreement as amended. If You do not agree to the amended Agreement, You must stop accessing Wise.blue and/or using the Services.
12.2. Notwithstanding other above mentioned provisions, Httpool reserves the right to change, suspend or terminate any of the Services (or any features thereof, or prices applicable thereto) for any reason. You agree that Httpool will not be liable to You or to any third party for any change, suspension or termination of those Services.
Scope of the Managed Services if agreed between the Customer and Httpool
- Advertising campaign optimisation
- Expert in-depth analytics and insights
- KPI based recommendations
- Training on Wise.blue and Twitter Ads
- Updates on Twitter Roadmap and new products & features
- Updates on Wise.blue Roadmap
- Provide priority access to testing of new features
- Provide access to WB Product team for direct input on roadmap
- Localized and vertical based expertise