PLEASE READ THIS END USER AGREEMENT (THIS "USER AGREEMENT") CAREFULLY BEFORE USING THE PROPRIETARY SOFTWARE APPLICATION AND OTHER TECHNOLOGY AVAILABLE FROM WISE.IO (THE "SOFTWARE") AND ALL LINKED PAGES, CONTENT, AND COMPONENTS (COLLECTIVELY, THE “SERVICES”). BY SIGNING THE “WISE SUPPORT LICENSING PROPOSAL", CONTINUING TO USE THE SOFTWARE, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND, IN SUCH EVENT, "YOU", "YOUR" OR "SUBSCRIBER" AS USED IN THIS USER AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS USER AGREEMENT, YOU MAY NOT USE THE SERVICES.
This User Agreement is between you and wise.io. The terms of this User Agreement shall apply to use of the Wise Support Services. This User Agreement shall be referred to herein as the "Agreement". The terms of the Agreement shall control over any different or additional terms of any purchase order or other non-wise.io ordering document, and no terms included in any such purchase order or other non-wise.io ordering document shall apply to the Services.
1. Right to Use the Services.
Wise.io grants to you, during the subscription Term the nontransferable, nonexclusive, worldwide right to permit those individuals authorized by you or on your behalf, and who are your employees, agents or contractors ("Users"), to use the Services, all solely for your own internal business operations and subject to the terms of the Agreement. The Services are provided by wise.io from a data center facility to which your Users have remote access. You acknowledge and agree that wise.io shall own all right, title and interest in and to all intellectual property rights in the Services (including all derivatives or improvements thereof), and any suggestions, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. You hereby do and shall make all assignments and take all acts necessary to accomplish the foregoing ownership. The rights granted to you in the Agreement are subject to all of the Usage Restrictions described in Section 2.
The Services and any related documentation are protected by United States copyright law and international treaty provisions. Subscriber may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Services without the prior written consent of Licensor. Subscriber may not sublicense, rent, lease, or lend the Services to any person or entity. Subscriber shall not use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with wise.io’s provision of the Services. Subscriber may not access the Services if Subscriber is a direct competitor of wise.io (as determined in wise.io’s discretion), unless Subscriber obtains wise.io’s prior written consent.
3. Technical Support.
Subscriber shall be entitled to receive, and wise.io shall provide to Subscriber, such email technical support, if any. Subscriber may request that Licensor provide additional technical support or services, which may be subject to additional Fees, and the terms and conditions thereof shall be separately agreed by Subscriber and Licensor in writing.
In consideration of the license granted hereunder, during the Evaluation Period ((Evaluation Period"), there will be no Fees assessed for the Services. Subscriber shall be notified at least 30 days before the Evaluation Period ends.
As used in these Standard Terms, the term “Feedback” means any comments, criticisms, reports, or other feedback, whether in oral or written form, Subscriber provides to Licensor regarding the function, features, and other characteristics of the Services including, without limitation, any errors, problems, or defects in, or suggestions for changes or improvements to, the Services. Licensor will have the right to use such Feedback in any manner it deems appropriate.
Subscriber has no ownership rights in the Software or any related documentation. Licensor retains all right, title, and interest in and to the Software (including any changes, modifications, or corrections thereto) and any related documentation. Subscriber understands and agrees that it will gain no right, title, or interest in or to the Software by virtue of Subscriber’s Feedback and that Subscriber does not now have, will not have, and will never claim to have, any proprietary rights (including intellectual property rights and trade secret rights) in or to the Software (or any changes, modifications, or corrections thereto). If Subscriber is ever held or deemed to hold any right in or to the Software (or any changes, modifications, or corrections thereto) by virtue of Subscriber’s Feedback, then Subscriber hereby irrevocably assigns to Licensor all such rights. In the event that any such right cannot be so assigned, Subscriber hereby agrees to waive enforcement worldwide of such rights against Licensor and grant to Licensor an exclusive license, with right to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and display, in any medium or format, whether now known or later developed, any and all property that is subject to such rights.
7. Protection of Confidential Information.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required by law. Notwithstanding the foregoing, wise.io may use Your Data in an aggregate and anonymous manner, and wise.io may also collect other data with respect to your use of the Services and report on such usage in an aggregate and anonymous manner, including, without limitation, response rates and other measures of usage performance for the Services. Subscriber acknowledges that the Software contains proprietary trade secrets of Licensor. Subscriber agrees not to decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.
8. Your Data.
Wise.io does not own any data, information or material that you submit to the Service in the course of using the Services ("Your Data"). You, not wise.io, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of Your Data. Wise.io will protect any data provided by you that resides in your Services environment as confidential in accordance with Section 7. In addition, you acknowledge and agree that it is your obligation to inform third parties of the use, processing, or transfer of Your Data and to ensure that such third parties have given their consent to such use, processing, and transfer as required by all applicable data protection legislation.
9. Representations, Warranties, Indemnities & Exclusive Remedies.
Each party represents and warrants to the other party that it has the power and authority to enter into the Agreement. Wise.io warrants to you that it will use commercially reasonable efforts to (a) perform the Services substantially in accordance with its online documentation under normal use, and (b) provide you the Services in a manner consistent with generally accepted industry standards. You must notify wise.io of any warranty deficiencies within 30 days from performance of the relevant Services in order to receive warranty remedies. For any breach of the express warranty as set forth above, your exclusive remedy shall be the re-performance of the deficient Services, as applicable, and if wise.io determines that it is unable to re-perform such deficient Services as warranted, you shall be entitled to recover a pro-rata portion of the fees paid to wise.io for such deficient Services (depreciated on a straight line basis over the applicable term), and such refund shall be wise.io’s entire liability. Subject to this Agreement, wise.io shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights of a third party; provided, that Customer (a) promptly gives written notice of the Claim to wise.io; (b) gives wise.io sole control of the defense and settlement of the Claim (provided that wise.io may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to wise.io, at wise.io’s cost, all reasonable assistance. Subject to this Agreement, Customer shall defend, indemnify and hold wise.io harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against wise.io by a third party alleging that the Customer Data, or Customer's use of the Service in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; provided, that wise.io (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Wise.io of all liability); and (c) provides to Customer, at Customer's cost, all reasonable assistance.
10. Disclaimer of Warranty.
THE SOFTWARE IS PROVIDED TO SUBSCRIBER “AS IS” AND “WITH ALL DEFECTS,” AND SUBSCRIBER’S USE OF THE SOFTWARE IS ENTIRELY AT SUBSCRIBER’S OWN RISK. LICENSOR HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET SUBSCRIBER’S REQUIREMENTS IN ANY RESPECT, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE OR NONCONFORMITY TO ITS DOCUMENTATION CAN OR WILL BE CORRECTED. SUBSCRIBER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO LICENSOR TO GRANT THE LICENSE CONTAINED IN THIS AGREEMENT.
11. Limitation of Liability.
NEITHER LICENSOR NOR ITS SUPPLIERS WILL BE LIABLE TO SUBSCRIBER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA, LOSS OF OTHER PROGRAMS, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID BY SUBSCRIBER FOR THE SOFTWARE.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to Subscriber. To the extent that Licensor may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Licensor’s liability shall be the minimum permitted under such applicable law.
13. Term; Termination.
The Term of this Agreement is for 30 days commencing on the Effective Date. The Agreement automatically renews until the end of the Evaluation Period. This Agreement will automatically terminate if Subscriber violates any of the terms of the Agreement. Upon termination of the Agreement all license rights granted to Subscriber shall immediately terminate. All other provisions of the Agreement shall survive such termination.
At wise.io’s written request, but not more frequently than annually, you shall furnish wise.io with a document signed by your authorized representative verifying that the Services are being used pursuant to the provisions of this User Agreement. You agree to provide such information and documents reasonably requested by wise.io with respect to your use of the Services.
The Software may contain links to, and permit Subscriber to choose to link to, third-party web sites or resources (“Linked Sites”). Such Linked Sites are not under Licensor’s control, and Licensor is not responsible for and does not endorse the content of such Linked Sites or any products or services available on or through such Linked Sites. Subscriber will need to make its own independent judgment regarding its interaction with Linked Sites and do so at its own risk.
16. Compliance with Laws; Export Control.
Subscriber must comply with all applicable laws and regulations relating to the use of the Software. Subscriber acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Software, without all required United States and foreign government licenses. Subscriber agrees that it will not export or re-export the Software in any form in violation of the laws of the United States or any foreign jurisdiction. Subscriber will defend, indemnify, and hold harmless Licensor from and against any violation of such laws or regulations by Subscriber or any of its agents or employees. By installing or using the Software, Subscriber represents and warrants that it is not (a) a national or resident of any country to which the United States has embargoed goods, or (b) on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial and Prohibition Orders.
17. U.S. Government End Users.
The Software and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Software and related documentation are being licensed to U.S. Government end users (a) only as “Commercial Items,” and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Subscriber may not assign or otherwise transfer this Agreement or any of its rights or interests under it, in whole or in part, without Licensor’s prior written consent. All assignments or transfers by Subscriber are prohibited under this Section, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. For purposes of this Section, (i) a change of control (i.e., a change in ownership of more than fifty percent (50%) of Subscriber’s voting stock or other ownership interests) or a transfer or sale of any substantial part (twenty-five percent (25%) or more in value) of Subscriber’s total assets is deemed an assignment and (ii) “merger” refers to any merger in which Subscriber participates, regardless of whether Subscriber is the surviving entity. Any attempted sublicense, transfer, or assignment in violation of this Agreement will be null and void and in the event of any such attempt this Agreement will automatically terminate. Subject to the foregoing assignment prohibitions, this Agreement binds and is for the benefit of the successors and permitted assigns of each party.
19. Entire Agreement.
This Agreement, comprised of these Standard Terms, is the entire agreement between Subscriber and Licensor with respect to, and supersedes any previous oral or written communications or documents concerning, the subject matter of the Agreement. No terms or conditions in any Subscriber purchase order or in any other Subscriber order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
This Agreement is governed by the laws of the State of California, USA, as such laws apply to contracts between California residents entered into and performed entirely in California (notwithstanding Subscriber’s place of residency). Subscriber agrees that any dispute arising from or relating to this Agreement shall be brought exclusively in a court of competent jurisdiction, federal or state, located within the State of California, County of San Francisco, and in no other jurisdiction, and Subscriber hereby consents to personal jurisdiction and venue in, and agree to service of process issued or authorized by, such court. Subscriber acknowledges this Agreement is drawn up in the English language, and English shall be the official language of this Agreement. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. If any provision of this Agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. Failure by Licensor to prosecute any right with respect to a default hereunder will not constitute a waiver by Licensor of the right to enforce rights with respect to the same or any other breach. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. This Agreement may be executed by facsimile, PDF copies, and in counterparts, which taken together shall form one legal instrument.
Questions. If you have any questions about the Terms and Conditions, please feel free to contact us by email at email@example.com.