These Wizy Terms of Services (these “Terms”) explain the relationship between Wizy Inc. (“Wizy”, “we” or “us”) and you when you download, install, use and after the freemium or trial period purchase the “Wizy Services”. Wizy Inc is a private limited company established under US law, located 2415 3rd Street, Suite 231San Francisco, CA 94107, USA.
BY USING THE WIZY SERVICES, YOU REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT.
IF YOU ARE USING THE WIZY SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND WIZY INC AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.
1. License Grant.
The Wizy Services are owned by Wizy and are licensed, not sold, to you. Wizy grants to you a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access, download, install and use the Wizy Services subject to the limitations set forth in these Terms, any relevant purchase order or ordering document related to the Wizy Services (“Order Form”) and any and all other terms and policies set forth in the Wizy Services. You acknowledge that the source code for the Wizy Services and other trade secrets embodied in the Wizy Services have not been and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by Wizy.
2.2 Other services: Freemium, Subscription and Payment
Wizy offers either a 15 days free trial or a Freemium limited in usage of Wizy services. Following the 15 days free trial or an usage exceeding the freemium limitations, you have the possibility to subscribe and pay for Wizy services online with your Credit Card or by contacting Wizy by email and requesting an offline invoice (email email@example.com) or by contacting any of Wizy approved resellers listed on www.wizy.io reseller pages.
Wizy Services fees are listed on each product page of our Website. Please check the pricing category relevant to your company. Wizy reserves the right to change the Fee Schedule anytime.
Wizy does not store, process or transmit any of your credit card data but relies entirely on www.stripe.com to handle these functions for Online payments.
Your Wizy Service will not be activated until your first payment is received. Payments are due in accordance with the Fee Schedule every 1 (one) year in advance. Fees are automatically charged to the credit card that you provided when you registered for the Wizy Service. To cancel the Wizy Service, use Wizy support portal to request the cancellation . We begin to process cancellation requests immediately, but your credit card provider may require several days to process your cancellation request. We are not responsible for delays caused by your credit card company.
If payment in full of any amount owed to Wizy under these Terms is not received by Wizy within thirty (30) days after such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day or the maximum rate permitted by applicable law, whichever is less. If any payment due Wizy is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees.
Refunds, Upgrading and Downgrading Terms:
You can upgrade or downgrade anytime the plan or number of licences purchased. Proceed online or send your request using Wizy support portal.
Upgrades will be invoiced prorated the number of days remaining to the end date of the billing cycle.
Downgrade will not be reimbursed, but the next payment for the next billing cycle will be adjusted to the new amount.
You can terminate your contract anytime. Send your request using Wizy support portal.
Unused subscription due to early termination will not be reimbursed.
2.3 Your Responsibilities
You are responsible for providing the equipment and services that you need to access, download, install and use the Wizy Services. Wizy does not guarantee that the Wizy Services are accessible on any particular equipment or device or with any particular software or service plan.
You are responsible for all activities that occur through your Login Credentials, whether or not authorized by you. Please do not share your Login Credentials with any other person.
You will use the Wizy Services only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through or as a result of your use of the Wizy Services. You agree that you will not use the Wizy Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights. You agree that you will not use the Wizy Services if you are under the age of majority in your place of residence or otherwise not fully able and competent to agree to these Terms.
The Wizy Services allow you to upload, transmit and use information and other content to and through the Wizy Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality and means by which you acquired Your Content.
Except as specifically permitted in these Terms or expressly authorized in writing by Wizy, you agree that you will not directly or indirectly: (a) distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify or time-share the Wizy Services; (b) reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify any of the Wizy Services; or (c) permit any third party to engage in any of the acts described in clauses (a) and (b).
You are not permitted to: (w) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the Wizy Services; (x) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any of the Wizy Services; (y) use any means to discover the source code of the Wizy Services or to discover the trade secrets in the Wizy Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Wizy Services.
You are responsible for complying with all laws, rules and regulations (including those relating to internet, data and email privacy) that apply to your use of the Wizy Services.
2.4 Our Responsibilities
Wizy is responsible for providing the Wizy Services in accordance with these Terms and all applicable laws, rules and regulations.
We will maintain commercially reasonable administrative, physical and technical safeguards intended to protect the security, confidentiality and integrity of information that you provide to or through the Wizy Services.
Wizy reserves the right but is not obligated to improve, enhance or modify the Wizy Services. We will notify you in advance of changes to the Wizy Services that may significantly adversely affect the manner in which you use the Wizy Services or the manner in which the Wizy Services perform.
Wizy is not responsible for the content of Other Services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees (“Claims”) arising from your use of content, information, web sites, Software, services and other materials of third parties with which you may interact when you use the Wizy Services (collectively, “Other Services”). YOU ACCESS OTHER SERVICES ENTIRELY AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS AND USE OF OTHER SERVICES.
We use commercially reasonable efforts to make the Wizy Services available to you 24 hours per day, seven (7) days per week, excluding scheduled maintenance time, unavailability caused by you or any software, hardware or service not provided by us, unscheduled downtime and/or any cause beyond our reasonable control (including without limitation natural disasters, wars, terrorist act, civil disturbances, acts of any government or agency thereof, strikes or other labor problems, Internet service or other third party service providers’ failures or delays and systemic electrical, telecommunications or other utility outages or failures).
We warrant that we have validly entered into these Terms and have the legal power to do so. You warrant that (i) you have validly entered into these Terms and have the legal power to do so and (ii) you have all necessary rights, licenses, consents and permissions to use Your Content with the Wizy Services.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, YOU ACKNOWLEDGE THAT THE WIZY SERVICES ARE SUPPLIED TO YOU ON AN "AS IS" BASIS AND THAT USE OF THE WIZY SERVICES IS AT YOUR SOLE RISK. WIZY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE WIZY SERVICES AND THE USE, PERFORMANCE, OPERATION AND SUPPORT THEREOF, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT, ACCURACY, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. WIZY DOES NOT WARRANT THAT (A) THE WIZY SERVICES WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE WIZY SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE WIZY SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATIONS OR ANY PARTICULAR SYSTEMS OR DEVICES, (D) DEFECTS IN THE WIZY SERVICES WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY WIZY OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
4. Limitation of Liability.
WIZY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE DELIVERY, USE OR PERFORMANCE OF THE WIZY SERVICES OR THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT; PROVIDED THAT IN NO EVENT SHALL WIZY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING LIMITATION WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS.
IN NO EVENT WILL WIZY BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE WIZY SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF WIZY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DISCLAIMER OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms of these Terms and that Wizy would not be willing to grant you the rights set forth in these Terms but for your agreement to these limitations of liability.
The Wizy Services, including the "look and feel" (e.g., text, graphics, images, logos), content and other material, are protected under copyright, trademark and other laws. You acknowledge and agree that Wizy owns all right, title and interest in and to the Wizy Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Wizy’s copyrights, patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms. Any and all (a) suggestions for correction, change and modification to the Wizy Services, evaluation data, evaluations and other feedback (including but not limited to quotations of written or oral feedback, information and reports provided to Wizy by you (collectively, “Feedback”)), and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by Wizy or otherwise relating to the Wizy Services (collectively, “Revisions”), are and will remain the property of Wizy. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Wizy Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Wizy and Wizy may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Wizy any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. Upon request by Wizy, you will execute any document, registration or filing required to give effect to the foregoing assignment.
You agree to indemnify and defend Wizy and its affiliates, directors, officers, employees and agents from and against all Claims brought against Wizy by any third party arising from your use of the Wizy Services or any violation of these Terms, the rights of a third party or applicable law. Your indemnification obligations set forth in this Section 8 apply to any applicable actions taken under your Account. Wizy reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of Wizy may be made without Wizy prior written approval.
7. Modifications to Terms.
We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Wizy Services after the “Last Revised” date at the top of this page. Your continued access or use of the Wizy Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms.
These Terms will automatically terminate when you fail to comply with any term or condition of these Terms. Upon termination, you will cease all use of the Wizy Services and will destroy any copy (full or partial) of any and all parts of the Wizy Services in your possession or control. Termination will not limit any of Wizy’s other rights or remedies at law or in equity. This Section 11 along with Sections 3, 4, 5 will survive any termination or expiration of these Terms.
You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the Wizy Services by any authority.
You agree that a breach or a threatened breach of these Terms will cause injury to Wizy for which money damages will not provide an adequate remedy and Wizy will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
These Terms may not be modified except by a writing executed by the duly authorized representatives of Wizy. No other act, document, usage or custom will be deemed to modify or amend these Terms. These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by Wizy but you may not assign them without the prior express written consent of Wizy.
If either party fails to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.
Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such occurrence.
Please direct questions regarding these Terms to firstname.lastname@example.org with “Terms of Service” in the subject line.