Partner Agreement

We recommend that you read through our Partner Agreement before you get started, so that you understand the terms and conditions of launching your app in the Wix App Market.

Important:
We’ll need your signature when you first send us your mockups.

When you’re ready, please sign our Partner Agreement.

[Version effective as of July 18, 2018]

The following Partner Agreement sets forth the terms and conditions that apply to all third parties joining or applying to the Wix App Market (the “App Market”). Please read this Agreement thoroughly before deciding whether or not to join the App Market or to submit an App.

This Partner Agreement (“Agreement”) is made by and between Wix.com Ltd. (together with its worldwide affiliated companies – “Wix”) the operator www.wix.com (the “Wix Website”) and a third party developer (whether entity or person) applying or joining to the App Market or otherwise submitting an app to Wix for use in connection with the App Market (“Partner”).

BY SUBMITTING AN APP, TENDERING THE APPLICATION FORM, OR BY REGISTERING AS A PARTNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, INCLUDING ANY FUTURE MODIFICATIONS THERETO. IF, AT ANY TIME, YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT AS IN FORCE AT SUCH TIME YOU SHOULD NOTIFY WIX, AND SUCH NOTIFICATION SHALL BECOME EFFECTIVE NINETY (90) DAYS FOLLOWING SUCH NOTICE. NOTWITHSTANDING THE FORGOING, WIX SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT AS A PARTNER AT ANY TIME FOLLOWING SUCH NOTICE.

1. Introduction

The Wix App Market enables Partners to offer Wix users (i.e. registered users of Wix that have created web-based content using the Wix services; hereinafter: “Users” or “Wix Users”) different applications and/or software services (hereinafter: each an “App” and in plural “Apps”). The Apps shall be offered to the Users as part of the offering of Wix, as provided in the Wix Application Market located at: http://www.wix.com/app-market (the “Apps Market”), and as part of the various services offered by Wix on the Wix website.

2. Incorporation of Wix Terms of Use and Privacy Policy

In addition to the terms of this Agreement, the general Terms of Use of Wix, which can be reviewed at http://www.wix.com/About/Terms-Of-Use (the “Terms of Use”), and the terms and conditions of Wix’s Privacy Policy, which can be reviewed at http://www.wix.com/about/privacy, (both as may be amended or updated from time-to-time) are incorporated herein by reference, and shall govern the relationship between Wix and each Partner. As a part of registering or submitting information or an App to Wix, you also knowledge that you have read, understand and agree to be bound by all the provisions of the Terms of Use and that you acknowledge that you read our Privacy Policy.

3. Partner Account

To submit Apps to the Apps Market you must open a Partner account through the Registration Page located at https://dev.wix.com. Wix may verify information you submit when you set up your Partner account. Your Partner account is only for your use, and you are responsible for all activity that takes place with your Partner account. If you fail to keep your account in good standing (for example, by giving Wix incorrect or outdated information or by violating this Agreement) Wix may revoke your Partner account, remove your Apps from the Apps Market, delete any App ratings and reviews, retain associated account fees payable to you, and pursue any other remedies available to Wix under law.

4. Offering of Applications

Wix shall have the right and ability to offer any application or service to its users, including applications and/or services that are similar to those already offered on the App Market and that were provided by any Partner, and including applications developed by Wix itself.

5. The App Market

5.1 General. The App Market is a web-based platform which is part of the Wix Website, through which Apps are offered to Wix Users as add-ons to their Wix content (http://www.wix.com/app-market). The Apps are offered to the Users by Wix, and unless provided otherwise by Wix, it shall process the related purchases, returns and chargeback transactions related to the offered Apps (“Billing Actions”) on behalf of the Partners providing such Apps. Each Partner appoints Wix to act on its behalf for these purposes. In relation to certain Apps, Wix may determine in writing, that all Billing Actions shall be conducted by the Partner directly (such Apps shall be referred to herein as “Partner Billed Apps”). Wix shall have the right to change a Partner Billed App to an App billed by Wix at any time, subject to a 30 days prior written notice to the Partner. The foregoing is notwithstanding Wix rights to receive its portion from the Revenue Share, as more fully detailed below.

5.2 Right to Use. By submitting an App to Wix, the Partner grants Wix a worldwide right, for no consideration, for as long as the App is offered to or used by Users on the App Market, to host, install, use, reproduce, copy, save, format and make the App available to Users all for purposes of exercising Wix’s rights and responsibilities under this Agreement.

5.3 Right to Use Partner’s Marks. In order for Wix to be able to offer and promote the use of the App submitted by the Partner, Wix shall have the right to use, reproduce and display the Partner’s and/or the App’s name and trademarks (“Partner Marks”). The use of such Partner Marks shall be limited to use on the Wix website (including in the App Market) and in promotional and marketing activities conducted by Wix from time to time.

5.4 Right to Use Wix Marks. The Partner shall have the right to use Wix trademarks, logos and tradenames (“Wix Marks”) in reference to the fact that the Partner’s App is offered on the App Market and under and according to Wix’s marketing guidelines. Partner shall not use or display Wix Marks other than in compliance with the Wix marketing guidelines without prior written consent of Wix. When displaying Wix Marks, the Partner is required to create a link or other reference to the Wix App Market.

6. Submission, Approval and Offering of Apps

6.1 Submission. You must submit to Wix, for its prior approval, each and every App that you wish to offer to Users through the Apps Market, including any updates to such Apps. Any updates to Apps shall be subject to all of the provisions of this agreement.

6.2 App Requirements. In addition to other requirements or parameters for submission of any App as to be provided on the Wix Website, an App submitted to Wix must comply with the following requirements:

(i) it shall be configured and adjusted to work with the Wix platform;

(ii) it must be fully functional and tested for bugs and defects;

(iii) it shall comply with all terms and condition of this Agreement, as may be amended form time to time, and the Wix Terms of Use and Privacy Policy;

(iv) it must comply with any other requirements provided to you by Wix, as may be revised from time to time, including any that relate to permissible data collection or sharing;

(v) it must comply with all applicable laws including: (a) data protection, privacy and other laws and regulations relating to collection and use of user information by such App as provided in Section 6.4; and (b) telecommunications laws.

(vi) it must not infringe or misappropriate any intellectual property or personal right of any third party.

6.3 Privacy Policy. If an App submitted by a Partner enables access to and/or the use of any Internet-based services, or otherwise collects or transmits any personally identifiable information of Users or any personal identifiable information from a Wix User’s website visitors, the Partner must maintain and comply with a privacy policy. The Partner shall be responsible for drafting and informing all Users of such privacy policy (including by submitting that policy to Wix for display to Users and providing notice of or otherwise ensuring that Wix is able to display notice of such privacy policy in accordance with this Agreement and all applicable laws or regulations. Any such privacy policy must: (i) comply with applicable laws and regulations; (ii) inform Users of the information collected by the App and how that information is used, stored, secured and disclosed, including the categories of third parties to which information may be disclosed such as Wix and other Partners participating in WixHive; (iii) describe the process by which the Partner notifies its Users of material changes to the privacy policy; (iv) describe the controls that Users have over the use and sharing of their information, and how they may access their information; and (v) identify the effective date of the privacy policy. Users shall be provided access to the privacy policy in the App Market and through a link provided when the App is used.

6.4 Compliance with Privacy Laws and Regulations. Without derogating from or otherwise limiting Partners’ other representations, covenants, obligations, and warranties under this Agreement, the Partner represents and warrants to Wix as follows:

(i) Partner is in full compliance, and will continue to be in full compliance during the Term (as defined below), with its privacy policy provided to Users and with the applicable data privacy, data protection and data security laws and regulations (“Data Privacy Laws”), including without limitation with Directive 95/46/EC of the European Parliament of 24 October 1995 (including its amendments and supplements), Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (including its amendments and supplements) and all local laws implementing the Directives the US Privacy Act of 1974, the US Privacy Protection Act of 1980, the US Children’s Online Privacy Protection Act, the Telecommunications Act of 1996 and the US Computer Security Act of 1987;

(ii) Partner will take all required actions and measurements to protect: (a) the information saved by Partner when Wix User has been using the App; and (b) any information collected (if collected) from Wix Users, or from Wix Users’ website visitors, by Partner or anyone acting on its behalf.

(iii) In case Partner places cookies in Wix Users’ or any of their site visitors, Partner will immediately place a clear and comprehensive notice, explaining to Wix Users or any of their site visitors which cookies were placed and the type of information such Partner may obtain from Wix users’ or any of their site visitors and obtain appropriate consents. Without derogating from the foregoing, Partner will refer, or will make available, Wix users’ and any of their site visitors to Partner privacy and cookies policies.

(iv) Any information provided by Partner is true and accurate and complies with Partner’s terms of use and the applicable Data Privacy Laws.

(v) any generally recognized industry standard guidelines for the collection and sharing of any personally identifiable information.

6.5 Approval of App. Prior to uploading any App to the App Market, Wix will review, test and evaluate each App (including any updates) submitted. Wix shall decide, at is sole discretion and with no obligation to provide any explanation, whether or not to approve the submitted App to be included in the Apps Market. Wix will not make any App available in the Apps Market until the App is officially approved by Wix. Wix may evaluate the Apps periodically after they become available in the Apps Market, to verify that they continue to comply with this Agreement and any other instruction of Wix as provided to Partners from time-to-time. Wix further reserves the right to conduct technical audits, without notice to Partner, of Partner’s compliance with the provisions of this agreement pertaining to the collection, use, or sharing of personal identifiable information of Users or their website visitors.

6.6 Offering of Apps. After an App is approved by Wix, it shall be uploaded to the Apps Market. The location, the form in which the App is displayed and the manner of its promotion shall be determined by Wix at its sole discretion. It is made clear that Wix shall not have any obligation to upload and/or include any App in the Apps Market, even if such App has been approved by Wix.

6.7 Removal of Apps. Wix may remove or suspend the availability of any App from the Apps Market for any reason or for no reason, at its sole discretion and with no obligation to provide any explanation. Wix may also discontinue the use of the App by the Wix Users if Wix believes that the use of the App infringes rights of any third party or may cause Wix damage. Unless the App is removed or disabled due to breach of this Agreement or as a result of an infringement allegation, Wix will pay the Partner the amounts owed, if any, in connection with the use of the App by Users prior to the removal or disablement of the App. Partners shall have no claims and/or demands to Wix in the event of a removal or disablement of an App.

6.8 Withdrawing of an App. The Partner may request, by providing a notice to Wix, the removal of an App from the Apps Market (a “Removal Notice”). Such Removal Notice shall become effective after the elapse of at least ninety (90) days from the date in which Wix received such Removal Notice. Until the removal notice becomes effective, the Partner shall be obligated to continue to maintain the App and provide all support services to the Users. Wix may, at its sole and exclusive discretion, cease distribution of the App which is the subject of such Removal Notice, prior to the elapse of 90 days, and remove it from the App Market.

6.9 Collection and Sharing of Information with Wix. The Partner shall be obligated, subject to Data Privacy Laws, to share with Wix at any time, within no later than thirty (30) days from the request of Wix, any and all Visitor Data. For the purpose hereof, “Visitor Data” shall be defined as: information regarding the activities of visitors to Wix Users’ sites that is saved or collected by the Partner through or in connection with the App provided by the Partner. To remove any doubt, it is hereby clarified that the Visitor Data shall not include any information or data of the Partner or the Wix User. Such sharing of Visitor Data shall be done via an API tool to be provided to the Partners by Wix. Without derogating from the foregoing, Partner agrees that Wix, upon its sole discretion, may retrieve, save, and make use of the Visitor Data. Wix may also share the Visitor Data, via the WixHive (or otherwise), with third parties, in order to allow Wix users to share, extract, import and export and use information and data between different apps used by them.

6.10 Collaboration between Apps on User Website. In order to improve the website visitors’ experience, Partners offering Apps through Wix shall collaborate by sharing Visitor Data collected by the Partners in connection with a single, specific Wix Users’ website (“App Data”) with other applications which are installed on the same Wix User website. Such collaboration will be done by sharing App Data with other Partners using Wix Hive or other tools that Wix may provide. For the avoidance of doubt, Partner shall not share App Data with any third party other than (a) another App which is installed on the same Wix User website through which such information was collected and only in order to operate or provide services to that same Wix User website, or (b) a third party that has been specifically engaged by Partner to provide support for the provision or implementation of Partner’s own App. Partner shall comply with all Data Privacy Laws in relation to collection, saving and sharing of any App Data.

6.11 Adjustment of Apps to Maintain Compliance. Wix may request the Partner, in event of changes in Wix’s infrastructure, policies or procedures, to make the required adjustments and/or modifications to the Apps in order to ensure their computability and proper operation according to Wix requirements. In such event, the Partner shall make such required adjustments within no later than ninety (90) days from the request of Wix. Such adjustments may be required for example, for proper operation of the App with (i) the billing and/or processing systems used for the App; (ii) data collection tools; (iii) data aggregation systems; (iv) any tools/systems used for the storage of Wix Users information, and information of the visitors to the Wix Users’ websites; and (v) login tools. To remove any doubt, such modifications or changes shall not affect or change the commercial terms of this Agreement in any manner including in relation to the payment and revenue sharing as set forth in Section 9 below.

6.12 Restrictions on App Usage. Partner is obligated to block or otherwise fully restrict any and all usage relating to its respective App from certain Users and/or countries (including but not limited to, individuals and entities identified on the US Treasury Department’s List of Specially Designated Nationals and Blocked Parties (the “SDN List”), Iran, Sudan, Syria, Cuba, and North Korea, and any other country listed in connection with Section 12.1 “Export Controls and Economic Sanctions”, below). Wix shall have the right to remove a Partner from the App Market in event in which such Partner does not fully comply with the obligations under this Section 6.12.

7. Responsibility for App

7.1 Content and Services. The Partner submitting the App shall have the sole responsibility for any and all content of such App (including use of any commercial marks, logos and icons), and for the proper operation of the App and the provision of the Services to the Users. Wix shall not be responsible, in any manner, for any content, functionality or services of the App.

Partner acknowledges and agrees that he has the sole responsibility for, and that Wix has no responsibility or liability of any kind for, the development, operation and maintenance of the App and for all materials that appear on or within Partner’s App.

7.2 Responding to Claims. If Wix receives a claim from a third party requesting that an App be changed or removed, Wix may refer such claim to the Partner. Partner must respond to the claim within 24 hours, and take any and all actions required under law. If Partner discovers or is notified that an App violates the terms of this Agreement, the Wix Terms of Use, or the Wix Privacy Policy, Partner shall be obligated to immediately take the required actions to correct such violation.

7.3 Additional Terms of Use. Notwithstanding the forgoing, Wix shall have the right to instruct the Partner to incorporate certain terms and conditions for the use of an App that shall be approved and accepted by the Users of the App and which shall be amended or changed according to the instructions of Wix, in accordance with the applicable laws. Furthermore, Wix shall have the right, at its sole and absolute discretion, to add notifications and/or terms and conditions for use of an App directly (by inserting them to the purchase page of such App).

8. Specific Commercial Terms

Wix may agree to provide specific commercial terms to a Partner and/or in relation to an App. In such event, upon the Partner joining the App Market or upon the submission of the relevant App to Wix, Wix and the Partner shall execute an addendum to this Agreement in which the parties shall stipulate any specific commercial terms agreed between them. Any addendum executed between Wix and a Partner shall be deemed as an integral part of this Agreement for any and all purposes. In the event of any contradiction or discrepancy between the terms of this Agreement and the addendum, the provisions of the addendum shall prevail.

9. Pricing, Collection and Revenue Sharing

9.1 Pricing. Upon submission of each App to Wix, the Partner shall state to Wix its price offering of such App. Any change to the offering/pricing of any App shall require a 30 days prior written notice to Wix, in such time Wix will have the option (on its sole discretion) to remove the App from the App Market.

9.2 Collection of Revenues; Refunds. Other than in relation to Partner Billed Apps (as defined above), Wix shall be responsible for all Billing Actions including processing the billing of its Users for the use of any App, for the collection of the payments and for processing cancelations and refunds. Wix shall have the right, at its sole and exclusive discretion, according to procedures and policies as may be determined by Wix form time-to-time, to approve cancelations of App purchases by Users and to refund such Users for the amounts paid by them to Wix (or any part thereof). In event of a refund paid by Wix to an User on account of an App for which the Partner received Revenue Share (as defined below), the Partner shall be obligated to return such amount to Wix within no later than thirty (30) days following a request by Wix and without derogating form the forgoing, Wix shall have the right to deduct any such amount owed by the Partner to Wix, form any and all amounts payable to the Partner by Wix hereunder.

9.3 Revenue Sharing. The Net App Revenues (as defined below) will be shared between Partner and Wix in such way that Partner will be entitled to seventy percent (70%) of the Net App Revenues and Wix will be entitled to thirty percent (30%) of the Net App Revenues (the “Revenue Share”). In the event of a Partner Billed App, Wix shall be entitled to receive thirty percent (30%) of (i) any Net App Revenues collected by the Partner, and (ii) any other income generated by the Partner from any App, including but not limited to income from advertising. For the purpose of this section, the term “Net App Revenues” shall mean the aggregate revenues actually paid by Users to Wix or to the Partner (as the case may be) in consideration for the use, installation or upgrade of an App submitted by such Partner, after the deduction or payment of the applicable commissions and fees payable for billing and payment processing services. In relation to a Partner Billed App, the Net App Revenues shall include any revenues collected by Partner from any third party (such as revenues generated from ads included in an App). Notwithstanding the foregoing, Wix, at its sole discretion, may bundle several Apps together (“Bundle Package”) and offer such Bundle Packages to Wix Users. In such event, the Partner will be entitled, in consideration for the inclusion of the App in such Bundle Package, to a fixed monthly amount as to be offered by Wix, for as long as such App is offered by Wix as part of such Bundle Package.

9.4 Payment of Revenue Share. The Revenue Share will be payable to the other party within forty five (45) days following the end of each calendar quarter, by the party that collected the relevant Net App Revenues. Notwithstanding the forgoing, in the event the monthly Revenue Share is higher than USD10,000 payment will be made on a monthly basis. In the event the monthly Revenue Share will be lower than USD10,000 payment will returned to be on a quarterly basis.

In no event will Wix pay to a Partner hereunder an amount lower than two hundred US Dollars (US$200; the “Minimal Payment Amount”). Accordingly, in the event a Partner’s balance at the end of a calendar month is lower than the Minimal Payment Amount, such balance shall be carried over and added to the next month’s Revenue Share amount until the total amount payable to such Partner reaches the Minimal Payment Amount.

9.5 Form of Payment. All payments of the Revenue Share will be due and payable in United States Dollars only. Payment will be made through wire transfer or any other method chosen by Wix, in its sole discretion. All payments hereunder shall be made against a lawful tax invoice to be issued by the party receiving the respective payment.

9.6 Taxes; Exchange Rate. The Partner shall be responsible for the payment of all taxes applicable to the conduct of Partner’s business. The payments made by Wix to the Partner shall be subject to any applicable withholding tax obligations (if any). For the avoidance of doubt, Wix does not take and will not bear any risk in any change of exchange rate if the App is presented in other currency other than U.S Dollar. Wix will have the sole discretion to determine the exchange rate applicable to the App (in case the App priced in other currency other than U.S Dollar) and to set off any exchange rate costs occurred to Wix as result of payment in other currency other than U.S. Dollar.

9.7 Reporting, Records and Inspection. The Partner will be obligated to provide Wix a monthly report, within no later than 15 days from the end of each calendar month (the “Operational Report”). Each Operational Report will include full and comprehensive information regarding purchased by Users, billing and collection (if made by the Partner), full details regarding income from any advertising through the App and any other information which the Partner deems, on a reasonable basis, as relevant to the relationship with Wix under this Agreement.

Each Partner shall be obligated to keep accurate books of account and records covering all transactions with Users.

Within no later than thirty (30) days following the end of each calendar year in which a Partner was obligated to pay any amounts to Wix hereunder, the Partner shall provide Wix with a confirmations signed by a publicly certified accountant approving the calculation of the amounts paid to Wix during such year.

Wix shall have the right, once every calendar year, to examine said books of account and records and all other documents and materials in the possession or under the control of the Partner, and to verify the accuracy of the calculation of the amounts paid by such Partner to Wix. Any such inspection shall be at Wix expense unless such inspection reveals a discrepancy of five percent (5%) or more, in which event Partner shall bear Wix examination expenses, including, without limitation, all accounting, auditing and legal fees and costs, in addition to paying Wix all additional amounts owed.

9.8 Right to Change. Wix reserves the right to cancel or modify the Partner compensation program and/or the revenue sharing method as set forth above upon a ninety (90) day prior notice to the Partners and Partner may choose to terminate this Agreement after such term has elapsed without effecting Wix’s rights under this Agreement during such term.

10. Partner Warranties

By submitting an application to be approved as a Partner, Partner (severally or jointly with its employees) represents, warrants and undertakes to Wix that:

10.1 He has the power and authority to enter into this Agreement and to fully perform all obligations under this agreement;

10.2 The App submitted to Wix, together with all advertising or other materials accessible from or that provide access to such App, complies with and will continue to comply with all the requirements of this Agreement and the law;

10.3 He is at least 18 years of age (or the age of full legal capacity Partner’s location) on the date the App is submitted by Partner to Wix;

10.4 Inclusion and offering of the App in the Apps Market does not and will not violate any agreements to which he is a party or of which he is otherwise aware, and does not and will not misappropriate or infringe the intellectual property or proprietary rights of any third party;

10.5 Wix’s exercise of the rights Partner grants Wix under this Agreement will not obligate Wix or any of its affiliates or subsidiaries to pay any third party any amounts; and

10.6 The information he provided to Wix under or in connection with this Agreement and as part of the registration to the App Market is true, accurate, current, and complete.

10.7 Partner is not included in the SDN List and is not a national of or located in, or ordinarily residing in a country that is subject to comprehensive economic sanctions by the US government (and that are defined in Section 14.1 below as a “Sanction Country”).

11. Confidentiality

11.1 Wix (or anybody acting on its behalf) may disclose to the Partner certain information as a result of Partner’s participation in the App Market, which information is considered to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, all information in any and all mediums disclosed by Wix to the Company (as those terms are defined below) including, without limitation, data, technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, interfaces, documents, specifications, information concerning research and development work, and/or trade and business secrets. Confidential Information will also include information disclosed by Wix which relates to current, planned or proposed products, marketing and business plans, forecasts, projections and analyses, financial information, and customer information.

11.2 Partner shall at all times, both during and after the Term, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement.

11.3 In any case in which Partner and Wix engaged in Non-Disclosure Agreement prior to this Agreement (“NDA”) and the terms of such NDA conflict this Section 11 – The terms of the NDA shall govern.

12. Disclaimer, Limitation of Liability, and Defense of Claims

12.1 DISCLAIMER OF WARRANTY. WIX PROVIDE THE APPS MARKET “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” PARTNER BEARS THE RISK OF USING THE APPS MARKET. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WIX EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE APPS MARKET AND PARTNER PORTAL.

12.2 LIMITATION OF LIABILITY. PARTNER CAN RECOVER FROM WIX AND ITS AFFILIATES ONLY DIRECT DAMAGES, EXCEPT FOR DAMAGES CAUSED BY NEGLIGENCE OF PARTNER OR NON-COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. PARTNER AGREES NOT TO SEEK AND WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF WIX KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.

12.3 Defense of Claims. Partner will defend, indemnify and hold harmless Wix and its subsidiaries from and against (including by paying associated any costs, losses, damages or expenses and attorneys’ fees) any and all third party claims, including any initiated by a government agency or official: (i) that any App infringes, violates, or misappropriates any proprietary or personal right of a third party, including without limitation infringement of third parties privacy rights; (ii) alleging Partner’s breach of any term of this Agreement; or (iii) relating to the use of or inability to use the App, including any product liability claims. Wix will notify the Partner promptly in writing of the claim and, at Partner’s reasonable request, provide reasonable assistance in defending the claim. Partner will reimburse Wix for any reasonable out-of-pocket expenses incurred in providing that assistance. Partner will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on Wix part with respect to any claim covered by this section without Wix’s express, prior written consent.

13. Term and Termination

13.1 Term and Termination. The term of Partner’s participation in the App Market shall commence upon Wix’s acceptance of the Partner Application and shall end upon providence of a termination notice by either party in accordance with the provisions of this Section 13 (the ”Term”). Wix may terminate the Term at any time, with or without cause, by giving the Partner a thirty (30) days prior written notice of termination. A Partner may terminate the Term at any time, with or without cause, by giving Wix a ninety (90) days prior written notice of termination.

13.2 Effect of Termination. Termination of this Agreement by a party will result in the deactivation or deletion of the Partner’s account with Wix, the removal of all Apps submitted by such Partner from the Apps Market. Upon Termination, Wix shall pay the Partner any and all Partner Revenue Share that are payable to Partner on the date of such termination of agreement.

13.3 Termination for Breach. In the event of a breach of any of the terms of this Agreement or of the Terms of Use or Privacy Policy by a Partner, Wix may, at its sole and absolute discretion, terminate this Agreement immediately, without prior notification (discontinuing the availability of all Apps uploaded by such Partner), and Wix shall be entitled, as part of its remedies for such breach, to forfeit any unpaid Partner Revenue Share amounts, which accrued prior to such termination.

14. Miscellaneous

14.1 Export Controls and Economic Sanctions. Partner acknowledges that any use of its App and any related products and services (“App Usage”) is subject to U.S. and Israeli export, re-export, and economic sanctions laws, regulations and rules, and may also be subject to export or re-export laws in other countries applicable to Partner (the “Export Controls”). Such App Usage may be subject to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and thus may not be provided to or used by any person in any countries that are subject to comprehensive economic sanctions under the EAR, OFAC, or Israeli regulations, which currently include Iran, North Korea, Cuba, Syria and Sudan, as well as Iraq and Lebanon (the “Sanction Countries”). Moreover, any and all App Usage by any person or entity that is subject to U.S. or international sanctions regardless of location is prohibited. Information regarding such prohibited persons and entities can be viewed at the website of the US Bureau of Industry and Security located at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm.

It is agreed that the Export Controls regulations shall govern the App Usage and that no data, information, software program, technology, source code, encryption functionality, and/or materials resulting from the App or its related products or services, shall be made available to any person, directly or indirectly, in violation of thereof. The Partner shall (i) be solely responsible to check the Export Controls regulations and any updates or modifications thereof; (ii) to strictly comply with them at all times during which this Agreement is in force; and (iii) shall be liable for any infractions or imposed sanctions thereunder.

14.2 Notices. All notices provided by a Partner to Wix under this Agreement must be sent to Wix to the following email address: apps@wix.com.

14.3 Assignment. Wix may assign this Agreement (or any rights or duties under it) at any time. Partner may not assign this Agreement or any rights or duties under it without the prior written consent of Wix. Notwithstanding the forgoing, the Partner may assign this Agreement and its respective rights and obligations hereunder, in connection with any merger, consolidation, reorganization or restructuring, or the sale of substantially all of its assets and shares so long as the ultimate parent entity and the successor entity in such transaction assumes all of the Partner’s obligations under this Agreement and provided that a written notice of such assignment is given to Wix. Notwithstanding anything to the contrary herein, in such event Wix shall have the right to terminate this agreement with immediate effect.

14.4 Modifications. Wix may modify any of the terms and conditions contained in this Agreement and/or the DPA (as defined below) and/or the terms of engagement with a specific Partner at any time, and in its sole discretion. Notice of any change by e-mail, to Partner’s address as provided to Wix, or the posting a change notice, or a new agreement on the Wix Website, is considered sufficient notice to Partner of a modification to the terms and conditions of this Agreement.

14.5 Choice of Law and Venue. This agreement is governed by the laws of Israel. Partner irrevocably consent to the exclusive jurisdiction and venue of the courts in Tel Aviv, Israel.

14.6 Limitation on Claims. To the maximum extent permitted by local law, any claim related to this Agreement or to the Apps Market must be filed within one (1) year of the claimant first becoming aware of the claim. If it is not filed within that time, then the claim is permanently barred.

14.7 No Waiver. A party’s failure to enforce any rights under this agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this agreement. Wix’s decision to make an App available on the Apps Market will not be deemed a waiver of any rights Wix may have under this Agreement.

14.8 Data Processing. Due to the fact that the Partner will be processing, in connection with the provisions of the services provided by the App, personal data of Wix Users and of their respective customers, the Partner is obligated to accept and approve acknowledgment of the Data Processing Addendum attached hereto as Schedule I and which is an integral part of this Agreement (the “DPA”). Partner approves that it is aware of the fact that in order for its App to be offered on the Wix App Market, it shall be obligated to fully and strictly comply with all the provisions of the DPA as set forth therein.

14.9 PARTNER HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON PARTNER WITHOUT RESERVATION. PARTNER HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO PARTNER TO INDUCE HIM/IT TO ACCEPT THIS AGREEMENT. PARTNER AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.

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SCHEDULE I PARTNER AGREEMENT – DATA PROCESSING ADDENDUM

This Data Processing Addendum (the “DPA” or “Addendum”) is a supplemental agreement to the Wix App Market Partner Agreement (the “Partner Agreement”) and upon its approval by the Partner identified in the signature box below (the “Partner”), it shall be deemed as an integral part of the Partner Agreement for all purposes.

Capitalized terms that are not defined herein, shall have the meanings ascribed to them in the Partner Agreement. The terms of this DPA will prevail over any conflicting terms in the Partner Agreement or any other agreement or addendum executed between Wix and the Partner.

This DPA includes provisions intended to ensure adequate security and protection of Wix User’s privacy and Personal Data and to ensure Partner’s compliance with the applicable Data Privacy Laws, including without limitation the EU General Data Protection Regulation (“GDPR”).

In order to be able to include the Partner’s App in the Wix App Market or continue the offering of the App by Wix, the Partner is obligated to fully comply with all the provisions set forth herein below.

  1. Definitions. The terms “Data Subject”, “Personal Data”, “Processing” or “Process”, and “Consent”, as used in this DPA terms, shall have the meanings given in the GDPR.
  1. Compliance. To the extent the Partner access, collects, discloses, performs or otherwise performs any form of Processing activity with respect to, or in connection with, Personal Data of a Wix User (hereinafter “User Data”) or other Data Subject(s), then the Partner and Partner’s App(s) offered in the Wix App Market, must comply with all applicable Data Privacy Laws and regulations, including, without limitation, any and all consent or notice requirements.
  1. Partner Obligations. Without derogating from the generality of the foregoing, in order to be able to offer its App on the Wix App Market, the Partner shall be obligated to act as follows:
    1. Partner shall implement and maintain appropriate technical and organizational measures to protect User Data against accidental, unauthorized or unlawful destruction, loss, disclosure or access.
    2. Partner shall not disclose any User Data to any third party, except where:
      1. Partner uses a sub-processor, and provided that: (i) disclosure of the User Data to such sub-processor is permitted under the applicable Data Privacy Laws and the relevant Partner’s terms of use and/or privacy policy; and (ii) the Partner takes required actions to insure compliance by such sub-processors with all applicable laws and regulations; and (iii) the Partner shall remain, at all times, responsible for the acts or omissions of its sub-processors; and/or;
      2. Partner is required to do so pursuant to the applicable laws and/or a court order and/or lawful requests from law enforcement or government agencies.
    3. Partner shall not transfer any User Data outside the European Economic Area (“EEA”), except: (i) pursuant to prior explicit consent from the relevant Data Subject; or (ii) without the consent of the relevant Users or Data Subjects, if such transfer is otherwise permissible under Data Privacy Laws.
  1. Notice and Consent. Partner shall provide notices and obtain valid consents from all Users and other Data Subjects of which the Partner Processes Personal Data in connection with the Partner’s App(s), as obligated under the applicable laws and regulations. In event the Partner’s App collects User Data, Partner must secure a User consent for such data collection, or have other lawful basis for processing User Data. In order to receive such consent, the Partner must detail, among other, the following information: (i) the purposes of the Processing; (ii) the categories of Data Subjects and the categories of Personal Data; (iii) the categories of recipients to whom the Personal Data have been or will be disclosed; (iv) where possible, the foreseen time limits for erasure of the different categories of data; and (v) where possible, a general description of the technical and organizational security measures implemented by the Partner.

    If a User’s consent is denied or withdrawn, then Partner shall not collect, transmit, maintain, Process or otherwise use the User Data or other Personal Data of such User, nor further perform any actions for which the User’s consent has been denied or withdrawn.

  1. Data Minimization. Partner shall limit its User Data Processing activities only to the extent required to operate the Partner’s App and to provide the Services to the Users.
  1. Data Deletion. Subject to obligations of retention of data under any applicable regulations, Partner shall permanently and securely delete all User Data and other Data Subjects’ Personal Data that Partner has stored or otherwise Processed upon (i) a User’s requests to do so, or (ii) when the Partner has or is deemed to have knowledge that the User uninstalled or deleted the Partner’s App, and after having provided such User with a reasonable amount of time to request a copy of the User Data and/or other Data Subjects’ Personal Data collected by Partner. In addition, upon termination of the Partner Agreement and if required to do so by Wix, other than in event of obligations for retention of data under any applicable regulations, Partner shall delete all User Data and other Personal Data collected by it from Wix Users and/or form other Data Subjects in connection with the use of the Partner’s App(s).
  1. User and Data Subject Rights. For as long as the Partner Agreement is in effect, the Partner shall enable Users to access, rectify and restrict Processing of User Data or Personal Data (including of other Data Subjects if such data was collected through or in connection with the use of the Partner App by the User), including by requesting the deletion of the User Data or other Data Subjects’ Personal Data as described in section 6 above.
  1. Data Security Breach. The Partner shall promptly notify Wix (and in no event, within no later than 24 hours or shorter period of time if defined in the applicable Data Privacy Laws) and the User of any actual or suspected data security compromise involving User Data and/or Personal Data of other Data Subjects, and promptly take steps to contain and control any unauthorized access to or misuse of User Data or other Personal Data and continue to promptly provide information relating to the investigation and resolution of the data security compromise until Wix determines that the data security compromise has been resolved.
  1. Security. Partner shall implement appropriate technical and organizational measures to ensure a level of security of the processing of User Data and Personal Data as appropriate to the relevant potential risk.
  1. Noncompliance. In event of any non-compliance by the Partner with any of the terms of this DPA or any applicable Data Privacy Laws, Wix shall have the right to immediately discontinue the offering of the Partner’s App on the App Market and terminate the Partner Agreement.

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