Effective Date: 12 July 2018
This page explains our terms of service, which contain important information about your legal rights. When you use Willow, you’re agreeing to these terms. To help make them easier to understand, we’ve also included annotations in these grey boxes. The annotations aren't part of the official terms and have no legal effect, but are intended to help you follow the text.
Hello and welcome to Willow’s Terms of Service!
These Terms of Service ("Terms") cover your use of and access to the sites, templates, products, applications, tools and features (collectively, the "Services") provided by Willow (as defined below), including without limitation during free trials, on the website and associated domains of withwillow.co and on Willow’s web applications.
You are agreeing to this Agreement with Kindred Digital Pty Ltd. (“Willow”), a registered Australian business (ABN: 32 142 578 550). References to “Willow”, “us”, “we” and “our” mean Kindred Digital Pty Ltd.
Please read this Agreement carefully! It includes important information about your legal rights, and covers areas such as automatic subscription renewals, warranty disclaimers, limitations of liability, the resolution of disputes by arbitration and a class action waiver. Please note if you are an EU Consumer (as defined below), some of these provisions may not apply to you and you may be entitled to specific rights under the mandatory laws of the country in which you live.
We’ve tried to make this Agreement fair and straightforward, but feel free to contact us if you have any questions or suggestions.
1. Creating An Account
Make sure your account information is accurate and that you keep your account safe. You’re responsible for your account and any activity on it. Also, you need to be at least 16 years old to use Willow.
- Signing Up. To use the Services, you must first create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. We need to use this information to set up and maintain your account.
- Staying Safe. Please safeguard your Account and make sure others don't have access to your Account or password. You're solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We’re not liable for any acts or omissions by you in connection with your Account. You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorised use of your Account.
- Sixteen And Older. The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you're at least 16. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.
2. Your Content
When you upload content to Willow, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve and protect our services. For example, when you upload a photo, you give us the right to save it and display it on your site at your direction.
- Your Content Stays Yours. Users of the Services (whether you or others) may provide us with content, including without limitation text, photos, images, audio, video, code and any other materials (“Content"). Your Content stays yours, except for the limited rights that enable us to provide, improve and protect the Services as described in this Agreement.
- Your License To Us. When you provide Content via the Services, you grant Willow (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that Content works better with the Services), communicate, publish, and distribute Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.
3. Your Responsibilities
You’re responsible for the content you publish on Willow, and you vouch to us that it’s all okay to use. We ask that you follow our rules and don’t do anything illegal with the services. Also keep in mind that what you upload may be publicly viewable.
- Only Use Content You’re Allowed To Use. You represent and warrant that you own all rights to your Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your Content via the Services and in the manner required by this Agreement. If we use your Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.
- Follow The Law. You represent and warrant that your use of the Services is not contrary to law, including without limitation applicable export or import controls and regulations and sanctions.
- Share Responsibly. The Services let you share Content including without limitation on social media and the open web, so please think carefully about your Content. We’re not responsible for what you share via the Services.
- Comply With Our Acceptable Use Policy. You must comply with our Acceptable Use Policy. You represent and warrant that all your Content complies with our Acceptable Use Policy.
- Your Sites And Your End Users Are Your Responsibility. Your Sites may have their own visitors and users (“End Users”). You understand and agree that Your Sites and your End Users are your responsibility, and you’re solely responsible for compliance with any laws or regulations related to Your Sites and/or your End Users. We’re not liable for, and won’t provide you with any legal advice regarding, Your Sites or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.
4. Third Party Services And Sites, Content And Willow Specialists
If you use or connect another service on or to Willow, or follow a link to another site, what happens is between you and them. We’re not responsible for it or what either of you do. There’s also a lot of content on Willow uploaded by our users (like you). We’re not responsible for that either.
- Third Party Services. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. Examples of Third Party Services include social media platforms and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).
- Third Party Sites. The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites and what those third parties do.
- Content. The Services or sites created using the Services may contain Content: (a) that contains errors; (b) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; or (c) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we don’t represent or imply that we endorse your or other users’ Content, or that we believe such Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself, and your computer or network, from Content accessed via the Services.
5. Our Intellectual Property
Willow is protected by various intellectual property laws. This section summarises what we own and how we share.
- Willow Owns Willow. The Services are protected by copyright, trademark and other Australian and foreign laws. This Agreement doesn't grant you any right, title or interest in the Services, others’ Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, translate or otherwise create derivative works of the Services or others’ Content.
- We Can Use Your Feedback For Free. We welcome your feedback, ideas or suggestions (“Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
- Willow Owns Our Demo Content. We may provide templates or other products featuring demo content, including without limitation text, photos, images, graphics, audio and video (“Demo Content”), to provide you with ideas or inspiration. Account holders can use our demo content unless we tell you otherwise.
- Our Betas Are Still In Beta. We may release products and features that we’re still testing and evaluating. Those Services will be marked as beta, preview or early access (or a similar phrasing), and may not be as reliable as our other Services.
6. Our Rights
To operate effectively and protect the security and integrity of Willow, we need to maintain control over what happens on our services.
- Important Things We Can Do. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Account or parts, some or all of Your Sites; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).
- HTTPS Encryption. We may offer HTTPS encryption for Your Sites. By pointing a custom domain to the Services, you authorise us to create and maintain a certificate for the limited purpose of providing HTTPS for Your Sites.
We comply with copyright law, and respond to complaints about copyright infringement in accordance with our Copyright Policy.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported via the process described in our Copyright Policy, which is incorporated by reference into this Agreement. We reserve the right to delete or disable content alleged to be infringing, and to terminate Accounts of repeat infringers without any refunds.
9. Paid Services And Fees
Willow is a paid service. This section explains how we handle payments for our services. For certain paid services, such as site usage, we’ll automatically bill you in regular intervals (such as monthly or annually) unless you cancel your subscription. You can do that with 90 days notice.
- Fees. You can access certain portions of the Services by submitting a fee payment (such additional services, “Paid Services”). Paid Services will remain in effect until cancelled or terminated in accordance with this Agreement. We’ll tell you about fees for Paid Services before charging you. You may cancel Paid Services at any time. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you. Our fees will appear on an invoice that we provide via the Services and/or email. Please note that different Paid Services have different fees and payment schedules, and canceling one Paid Service may not cancel all your Paid Services.
- Taxes. All fees are exclusive of applicable taxes (“Taxes”), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we’re satisfied its valid and applicable, only apply from and after the date we receive such documentation. If Willow has a legal obligation to pay or collect indirect Taxes (such as goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Willow does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).
- Automatic Usage Renewals. To ensure uninterrupted service, we'll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period afterwards until cancellation. Your renewal period will be equal in time to the renewal period of your current subscription. For example, if you're on a monthly subscription plan, each billable renewal period will be for one (1) month. We’ll automatically charge you the applicable amount using the payment method you have on file with us. We’ll let you know in advance if you’re purchasing a Paid Service that includes auto-renewal payments.
- Refunds. While you may cancel any Paid Services at any time, you won't be issued a refund except in our sole discretion, or if legally required.
- Fee Changes. We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don't agree with the fee changes, you have the right to reject the change by canceling the applicable Paid Service before your next payment date.
- Chargebacks. If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact our support team before filing a Chargeback. We reserve our right to dispute any Chargeback.
- Fees For Third Party Services. Third Party Services purchased via or integrated with the Services may be subject to different refund policies that those Third Party Services determine, and they may be non-refundable. The purchase terms and conditions for such Third Party Services may be displayed during the purchase process, such as through a link to the purchase terms and conditions. It's your responsibility to verify your ability to purchase, cancel or obtain a refund for a
- Third Party Service. Unless otherwise stated in this Agreement, we don’t offer refunds for purchases of Third Party Services.
10. Term And Termination
Either of us can end this agreement with 90 days notice.
This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time by emailing your intention to terminate to firstname.lastname@example.org. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you're violating these Terms or our Acceptable Use Policy. We will endeavour to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.
11. Warranty Disclaimers
We work hard to make Willow great, but the services are provided as is, without warranties.
- Disclaimers. To the fullest extent permitted by applicable law, Willow makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. Willow also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Willow, shall create any warranty. Willow makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components. However, Willow will provide the Services with reasonable care.
- Exceptions. Under certain circumstances, some jurisdictions don't permit the disclaimers in Section 11.1, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights and nothing in this Agreement affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.
12. Limitation Of Liability
If something bad happens as a result of your using Willow, our liability is capped.
You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Willow and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use parts, some or all of your Account, Your Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to unavailability, degradation, loss, corruption, theft, unauthorised access or, unauthorised alteration of, any content, information or data, including without limitation Content and Your eCommerce data; (e) any Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services.
If you do something that gets us sued, you’ll cover us.
To the fullest extent permitted by law, you agree to indemnify and hold harmless Willow and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your Content and Your Sites; (c) any claims by, on behalf of or against your End Users; and (d) your violation of any law or regulation or the rights or good name of any third party. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement.
14. Dispute Resolution
This Section 14 may not apply to you. If it does, before filing a claim against Willow, you agree to try to work it out informally with us first. Also, all formal disputes must be resolved through arbitration following the rules described below, unless you opt out of arbitration following the procedure described below. Finally, claims can only be brought individually, and not as part of a class action. Applicability. Consumers who bring any claim against Willow in Australia (to the extent not in conflict with Section 15.2).
- Informal Resolution. Before filing a claim against Willow, you agree to try to resolve the dispute by first emailing email@example.com with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or Willow may then bring a formal proceeding.
- Arbitration Agreement. Unless you opt-out during the Opt-Out Period in accordance with Section 14.4, you and Willow agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and Willow expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an independent third party that will act as the arbitrator, and court review of an arbitration award is limited.
- Arbitration Opt-Out. You can decline this agreement to arbitrate by emailing us at firstname.lastname@example.org within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, business address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 14.4, then Sections 14.3, 14.5, 14.6 and 14.7 of these
- Terms do not apply to you. This opt-out doesn’t affect any other sections of the Terms, including without limitation Sections 14.9 (Time for Filing) and 14.10 (No Class Actions). If you have any questions about this process, please contact email@example.com.
- Arbitration Time For Filing. Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- Location of Arbitration. You and Willow agree that any arbitration hearings will take place at a location to be agreed upon in Sydney, Australia, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
- Arbitration Fees. The JAMS Rules will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
- Exceptions To Arbitration Agreement. Either you or Willow may bring a lawsuit solely for injunctive relief to stop unauthorised use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
- Time For Filing. Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren't allowed.
15. Additional Terms
This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of Willow. This Agreement is governed by Australian law. If we ever change it in a way that meaningfully reduces your rights, we’ll give you notice and an opportunity to cancel. Also, if you’re reading this in a language other than English, note that the English language version controls.
- Entire Agreement. This Agreement constitutes the entire agreement between you and Willow regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights.
- Waiver, Severability And Assignment. Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.
- Modifications. We may modify this Agreement from time to time, and will always post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will never apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you should stop using the Services and cancel all Paid Services.
- Events Beyond Our Control. We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
- Translation. This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.