Last revised on July 17th, 2023
1. Acceptance of Terms
1.1. Wing Cloud, Inc., a Delaware corporation and/or its affiliates (dba “Wing Cloud”) (“Company”) may operate release and operate certain projects under an open-source licensing regime (the “Project(s)”). If you wish to contribute to or otherwise participate in any such Project, please read carefully the following Contributors Terms of Service (“CTS”). NOTE: This document does not apply to or govern the use of (and/or contributions to) any Company’s licensed products or services which are subject to separate license agreements. For example, the Company Console Software Application, is governed by the Company Console Software License Agreement (the current versions of which could be found here).
1.2. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS CTS, BY CONTRIBUTING ANY CONTENT TO THE PROJECTS OR BY OTHERWISE PARTICIPATING IN A PROJECT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE FOLLOWING TERMS AND YOU AGREE TO BE BOUND BY THEM AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING YOUR PARTICIPATION IN OR ENGAGEMENT WITH THE PROJECT, AND YOU ACKNOWLEDGE THAT THESE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN COMPANY AND YOU. IF YOU ACCEPT THESE CTS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION BY THESE CTS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS CTS, DO NOT CLICK ON THE ACCEPT BOX AND DO NOT CONTRIBUTE ANY MATERIALS TO OR ENGAGE WITH THE PROJECTS.
2. Registration Obligations
2.1. In order to contribute to the Projects, you may be required to register to the Project and create your personal account. By doing so, you represent that you are of legal age to do so. The registration is free of charge.
2.2. You should provide only true and accurate information during the registration and you agree to keep your Account information up to date and accurate.
2.3. You should provide only information which you are entitled to provide. Company may publish your name and corporate affiliation, as well as other information you provide, in connection with your Contribution, for the purpose of the Project or as part of Company’s business operation, including but not limited to as part of its marketing materials or in any media.
2.4. You should not reveal your password or assign the rights to use your account to anyone else, and agree to immediately notify Company of any unauthorized use of your account or password. You are responsible for all activity on your account.
2.5. If you wish to either change your user name or close your account you can contact us at: [email protected] Your account will terminate within a reasonable timeframe following your request.
2.6. Company shall retain your personal information, in accordance with its privacy policy (available on its website).
3. Code of Conduct
3.1. There are certain conducts which are strictly prohibited in connection with any Project. Please read the following restrictions carefully. Your failure to comply with the provisions set forth may result (without derogating from any other remedy provided to Company or any third party under applicable law), at Company’s sole discretion- without obligation, in the termination of your access to the Project and may also expose you to civil and/or criminal liability. You may not, whether by yourself or through anyone on your behalf:
3.1.1. to engage in any activity which is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or harm minors;
3.1.2. impersonate to any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
3.1.3. make available any material or content that you do not have a right to make available under any law or under contractual or other relationships;
3.1.4. make available any material or content that’s infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
3.1.5. distribute any material or content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or communications equipment;
3.1.6. negatively affect the other contributor’s engagement with the Projects;
3.1.7. interfere with or disrupt Company’s services, servers or networks connection.
3.2 As a members or contributors, you shall adhere to Company’s instructions, including such instructions designed to make participation in the Project’s community a harassment-free experience for everyone, regardless of age, body size, visible or invisible disability, ethnicity, sex characteristics, gender identity and expression, level of experience, education, socio-economic status, nationality, personal appearance, race, religion, or sexual identity and orientation.
3.3. Company may access your account in order to prevent the mentioned above conducts, and may also suspend or terminate your account, delete any contribution or other content or take any other legal actions, following such conducts or if it believes you will be performing such conducts at the future.
4. No Consideration
No consideration, commission, fee, bonus, reimbursement or any other form of payment shall be paid to you for any contribution you made or in connection with your participation in the Projects, and you explicitly wave any demand you had, have or may have in the future regarding such consideration. Company may (but is not obligated to) elect, in its sole discretion, award certain contributors with certain prizes ("Swag"). Swags will be provided "as is" and their distribution or lack of distribution will not inflict any liability on Company regarding the nature and quality of the Swag and will not be considered a part of any contest, partnership, purchase of the rights or compensations of any kind. Company may execute a separate agreement with a contributor in connection with any other terms agreed by Company.
5. You Contributions, and Publication of Your Information
5.1. Your Contribution shall remain at all times, and to the extent permitted by law, your sole and exclusive property. You hereby further acknowledge and agree that the Contribution is non-confidential. You may release your Contribution to the public, license it under any license or use it as an owner in any manner provided however that the licenses and waivers granted below shall remain in full force.
5.2. By submitting any code, software, other proprietary materials or other contribution or user generated content (the “Contribution”) to the Project, you hereby grant Company, a perpetual, worldwide, transferable, unconditional, non-exclusive, no-charge, royalty-free, irrevocable and sublicensable (including under an open source license) license to use, reproduce, prepare derivative work of, publicly display, publicly perform, sublicense and distribute, any Contribution and any derivative work of such Contribution under any copyrights, patent rights or other intellectual property rights (as exists anywhere in the world, including any rights in databases) you may own. The aforementioned license includes the rights to distribute any Contribution and license it under an open-source license as the licensee sees fit at its sole discretion.
5.3. If the aforementioned license is ineffective for any reason, you hereby, irrevocably and unconditionally waive and covenant not to assert any claim you may have against Company, our successor in interest, and any of our direct or indirect licenses and customers (including users of its open source projects), arising out of use, reproduction, preparation or derivative work, publicly display, public performant, sublicense or distribute of a Contribution or its derivative work.
5.4. Company may license any code under the Project, including its code or any Contribution under an open-source license such as the Apache 2.0 or MIT license. You hereby agree and understand that You will not be entitled to prevent any transfer of any Contribution to any third party (including purchasers of Company’s assets). For the avoidance of any doubt, Company is entitled at all times to cease any license or release. You are free to use your contribution as you see fit.
5.5. You represent and warrant that a Contribution is an original work and you are the rightful owner of the Contribution you submit, and that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such Contribution, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights. You further represent that you can legally grant the rights under these CTS and you are not aware of any claims, suits or actions pertaining to the Contribution. You will notify Company immediately if you become aware or have reason to believe that any of your representations and warranties is or becomes inaccurate.
5.6. You explicitly agree that the rights in any intellectual property made by Company (in connection with or independently from the Project), shall vest at all times with Company, and nothing in these CTS confer any rights in such intellectual property, to you unless such intellectual property is licensed to you (for instance as per Section 5.3 above), and in such case, the terms of the license shall govern your use rights in Company’s contributions. No intellectual property is assigned or transferred from Company under these CTS.
5.7. You agree that nothing contained herein grants or shall be construed to grant you any rights to any of Company’s Trademarks, software, code, platform or solutions and you will not use Company's Trademarks, software, code, platform or solution in any manner that might tarnish, disparage, or reflect adversely on Company. For the purposes of the CTS, the term, "Trademarks" means all trademarks, logos, service marks, trade names, internet domain names, or other indications of origin now or in the future used by Company.
5.8. You hereby explicitly waive any moral right you may have in and to the Contribution and forever waive and agree not to claim or assert any entitlement to any and all moral rights in any of the Contributions. Without derogating from the above, you agree that Company, at its sole discretion, may publish your name and organizational affiliation (and any Contribution or information you provide) in connection with any contributions you make regarding the Project.
6. Feedback and Suggestions
If you provide us with any suggestions, comments or other feedbacks relating to Company’s solutions, software or platform, whether existing, suggested or contemplated (“Feedback”), such Feedback shall be exclusively owned by Company, and you irrevocably assign to Company any right, title and interest you may have in such Feedback. In addition, you represent and warrant that such Feedback does not infringe on any third-party rights, and explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.
7. Warranty and Disclaimer
THE PROJECT AND ANY MATERIALS PROVIDED BY COMPANY ARE PROVIEDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH COMPANY’S OPERATION OR SOFTWARE, SOLUTION OR MATERIALS MADE OR PROVIDED BY STRTCH, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ANY OR OTHER CONTRIBUTORS, ACCURACY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT IN CONNECTION WITH A PROJECT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING WITH THE PROJECT OR ANY OTHER INTERACTION THAT YOU MAY HAVE WITH OTHER CONTRIBUTORS. ANY MATERIAL CONTRIBUTED BY YOU OR OTHERWISE OBTAINED THROUGH THE PROJECTT ARE DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIALS. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE PROJECT IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. The Project and or website availability and functionality depend on various factors, such as communication networks. Company does not warrant or guarantee that the Project and/or website will operate and/or be available at all times without disruption or interruption, or that it will be error-free.
8. Indemnification
You agree to defend, indemnify, and hold harmless Company and its employees, directors, agents, subsidiaries and affiliates (“Indemnified Party”), from and against any third-party claim, demand, liability, loss, damage, cost or expense (including without limitation reasonable legal and accounting fees) arising out of or related to any of your contributions to the Projects, your failure to comply with this CTS or your violation of any applicable laws or regulations. Any Indemnified Party shall be considered as a third party beneficiary to these CTS.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE TO YOU WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS CTS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF WARRANTY, OR OTHER THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUES, LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PRIORLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANYS AGGREGATE LIABILITY TO YOU UNDER THIS CTS EXCEED THE AMOUNT OF U.S. $50.
10. Copyright Agent
10.1. If you believe that your work or rights has been copied or was otherwise used in a way that constitutes copyright infringement or was abused in any manner, you may notify Company of such infringement at: [email protected] by providing the following information in writing to our designated Copyright Agent:
10.1.1. the contact details of the person authorized to act on behalf of the owner of the copyright;
10.1.2. a description of the copyrighted work that you claim has been infringed;
10.1.3. a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit Company to locate the material (including URL address);
10.1.4. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
10.1.5. a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
10.2. Company’s Copyright Agent can also be reached at the following address 99 Ben-Yehuda St. at BFP&Co Law firm, Tel-Aviv, Israel – Bruchard House- Second floor.
10.3. In the event that Company receives notice regarding a copyright infringement related to your contribution to the Projects, it may suspend or cancel your user account, or remove any material you contributed in its sole discretion, with or without prior notice to you. In such case, you may file a proper counter-notice, in which you must include:
1. your full name, address, phone number and physical or electronic signature;
2. identification of the material and its location before removal;
3. a statement under penalty of perjury that the material was removed by mistake or misidentification;
4. your consent to an appropriate judicial body; and
5. any other information required under the relevant provisions of the Digital Millennium Copyright Act (“**DMCA**”).
10.4. Any notices filed pursuant to this Section 10 may be deemed accepted, applicable and compliant with the DMCA, or not, at Company’s sole reasonable discretion. Company reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein.
11. Amendments of Terms or Project, Termination of Account or Terms
11.1. Company may change the Terms from time to time, at its sole discretion and without any notice. We will notify regarding substantial changes of these Terms on the homepage of the Project or Company’s website and/or we will send you an e-mail regarding such changes to the e-mail address that you provided in the registration form. Such substantial changes will take effect seven (7) days after such notice was provided on our website or sent by email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Project’s website after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
11.2. At any time, Company may block your access to the Project or any part thereof temporarily or permanently limit, suspend or terminate your account, for any reason, at its sole discretion, in addition to any other remedies that may be available to Company under any applicable law. Such actions by Company may be taken if Company deems that you have breached any of these Terms in any manner.
11.3. Additionally, Company may at any time, at its sole discretion, cease the operation of the Project or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Company does not assume any responsibility with respect to, or in connection with the termination of the Project and/or and loss of any data. The provisions which by their nature intend to survive termination, will survive the termination, or expiration of the Terms.
11.4. Company reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Project (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the content provided under any Project may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of Project or the content included in a Project (Project shall include also its website).
12. Miscellaneous These CTS constitutes the entire agreement between you and Company regarding your contribution to the Projects, and supersede any prior agreements between you and Company with respect to the subject matter. The failure of Company to exercise or enforce any right or provision of these CTS shall not constitute a waiver of such right or provision. If any provision of these CTS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the CTS remain in full force and effect. These CTS and the relationship between you and Company shall be governed by the laws of the State of Israel without regard to its conflict of law provisions. You and Company agree to submit to the exclusive jurisdiction of the courts located within the district of Tel-Aviv.
You can contact Company here: [email protected] for any questions.