(The European Union’s General Data Protection Regulation (GDPR) will become effective on May 25, 2018, imposing stricter personal data protection and privacy requirements. In preparation for GDPR, (i) we are rolling out a new Data Processing Agreement (DPA) which will become part of our subscription documents (as linked to the Terms of Service), (ii) updating our Terms of Service (section 19.a). The updated section (19.a) of Terms of Service will become effective on May 25, 2018.)
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between you (the Customer) and us (Wyzebulb). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship.
Wyzebulb provides the Service(s) (as defined below) to you subject to and conditioned upon your acceptance of this Agreement. Without your acceptance, Wyzebulb cannot provide services to you.
BY ACCESSING AND USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. DO NOT USE THE SERVICES IF YOU DO NOT AGREE WITH ANY OF THE TERMS.
We periodically update these terms and we will let you know when we do through notification within Wyzebulb application used to access your Wyzebulb subscription (if you have one), or by posting a revised copy on our website. You agree to review the Terms of Service on a regular basis and always remain in compliance.
DESCRIPTION OF THE SERVICES
During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We might provide some or all elements of the Subscription Service through third party service providers.
You may subscribe to additional features of the Subscription Service by upgrading your services. This Agreement will apply to all additional service(s) and all additional features that are made available to you.
We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned downtime for maintenance except in case of planned downtime and Force Majeure (defined later in the agreement).
Wyzebulb may update the platform periodically that may change the functionality and behavior of the Services. Nothing in this agreement prevents Wyzebulb from updating the platform unless such change materially impacts the Services committed to Customer for the term under Order Form.
Wyzebulb may add additional features in the platform that may be offered to existing and new Customers at an additional price. Purchasing Services once does not entitle Customers to get access to new features and services in Wyzebulb platform without additional payment. By entering into this Agreement, you confirm that your purchase decision is not dependent on any oral or written public comments made by Wyzebulb regarding future functionality or features.
USING OUR SERVICES
You must provide your full legal name, a valid email address, company related details and any other required information to complete the sign-up process.
The Services, together with the www.wyzebulb.com website and domain name and any other linked pages, features, content, or application services offered from time to time by Wyzebulb (collectively, the “Website”), are owned and operated by Wyzebulb.
Wyzebulb may communicate with you via email regarding your account, system updates, or other issues related to your account.
You are responsible for all Content posted and activity that occurs in your account (even when Content is posted by others to your account).
Wyzebulb may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Wyzebulb Content (as defined below). Wyzebulb may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
Wyzebulb reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
You represent and warrant to Wyzebulb that: (i) you are of legal age to form a binding contract, and you are at least 18 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions
OBLIGATION OF THE CONSULTANT
The Consultant shall:
Render Services as mutually agreed upon with due skill and proper care, maintaining the highest professional standard at all times.
Render Services at the location described in this Agreement or at such other locations as agreed to between the two parties.
Maintain complete confidentiality and secrecy, and undertakes not to disclose to any outside persons/ parties, any of the information privy to the Company.
Not copy or transfer any data or information without permission from the Company.
Produce all supporting bills/vouchers/documents for expenses incurred on behalf of the Company to claim refund from the Company.
NON‐DISCLOSURE AND TRADE SECRETS
a. From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party and/or Receiving Party may obtain access to Confidential Information of the Disclosing Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
b. The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.
c. Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Wyzebulb Content,”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Wyzebulb Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Wyzebulb Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. You may download or copy the Wyzebulb Content (and other items displayed on the Website or Services for download) for personal non-commercial use only (unless provided for otherwise in supplemental terms), provided that you maintain all copyright and other notices contained in such Wyzebulb Content. You shall not store any significant portion of any Wyzebulb Content in any form. Copying or storing of any Wyzebulb Content other than personal, non-commercial use is expressly prohibited without prior written permission from Wyzebulb or from the copyright holder identified in such Wyzebulb Content’s copyright notice. If you link to the Website, Wyzebulb may revoke your right to so link at any time, at Wyzebulb’s sole discretion.
If you provide any personally identifiable information, including personally identifiable information relating to your end user customers, to Wyzebulb, you represent and warrant that
I. You will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information.
You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of Wyzebulb, or (v) contains a virus, Trojan horse, worm, or other harmful computer code, file, or program. Wyzebulb reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Wyzebulb is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
You acknowledge that Wyzebulb has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Wyzebulb from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Wyzebulb makes no representations concerning any content contained in or accessed through the Services, and Wyzebulb will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Wyzebulb makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR‐FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WYZEBULB OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
FEES AND PAYMENTS
Wyzebulb reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees in connection with such Services selected by you. Wyzebulb reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non‐refundable.
All fee are payable in net 15 days. Wyzebulb will apply interest of lower of a) 1.5% per month b) maximum permissible under law in case of delay in Fee payment by Customer.
COMPLAINCE WITH GST LAW
The Customer shall comply with all the compliance requirements under GST Law. Further, the Customer agrees to do all things that may be necessary to enable us to claim input tax credit in relation to any GST payable under this Agreement/P.O./W.O. or in respect of any supply of Goods or Services under this Agreement/P.O./W.O.
You will indemnify and hold Wyzebulb, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Mail list, Listserv, any form of auto‐responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services. You acknowledge that all Wyzebulb Content and Your Content (together, “Content”) accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Wyzebulb be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not Wyzebulb, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You acknowledge and agree that your indemnity obligation in Section 1012 also applies to any third party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your end user customers) on your website.
All quotations, indication of costs and financial commitments given or made by the Wyzebulb are based on the assumption of the validity of the information provided being fully accurate and correct in all circumstances. The company maintains the right at any stage to re‐negotiate any contract, cost agreement or any other relevant commitment should any information provided by the Client fail to be fully valid accurate and correct.
THIRD PARTY WEBSITES
The Services may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by Wyzebulb. When you access Third Party Websites, you do so at your own risk.
This Agreement shall commence from ______________ and shall continue in full force till ________________________ unless otherwise terminated as described in this Section. Either Company or Wyzebulb may terminate this Agreement upon 30 (thirty) days prior written notice to the other, however, in the case of a notice given by Wyzebulb, this Agreement shall terminate when all assignments have been fully completed. The Company reserves the right to terminate this Agreement at any time without notice should the Wyzebulb be found guilty of misdemeanor, misconduct, negligence or any breach of the terms and conditions of this agreement. Upon the effective date of termination, Wyzebulb shall cease work immediately, return all Information, deliver all Work Product and related documentation to Company, irretrievably delete the Information of Company or any of its affiliates stored on any magnetic or optical disc or memory and all matters delivered therefrom which is in his possession, custody, care or control and shall produce such evidence of compliance with this clause as Company may require and provide Company with an invoice for any work for which compensation has not already been paid. If compensation has been advanced to Wyzebulb, Wyzebulb shall reimburse any amounts for which work has not been performed prior to the date of the notice of termination. Termination shall be without prejudice to any rights or remedies either Party may have against the other in respect of any antecedent breach of the terms of this Agreement.
Customer Data Protection
a) Protection of Subscriber Personal Data
(Note: This section is inserted is applicable and effective from 25th May 2018 when the European Union’s General Data Protection Regulation (GDPR) comes into effect.)
To the extent Wyzebulb processes any Customer Personal Data (as defined in the DPA) contained in Customer Data on behalf of Customer, the terms of the Data Processing Addendum (the “DPA”), which are incorporated herein by reference, will apply and the parties agree to comply with such terms provided, however, that if Customer and Wyzebulb have previously entered into a separate General Data Protection Regulation (EU) 2016/679 compliant data processing agreement or addendum, the terms of such existing data processing agreement or addendum will continue to apply unless the parties expressly agree to replace with this DPA by signing this DPA. For purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, Customer and its applicable Affiliates are each the “data exporter” and Customer’s acceptance of these Terms and as applicable Affiliate’s signing of a Service Order, will be treated as signing of the Standard Contractual Clauses and their appendices.
b) Limits on Wyzebulb
However, we may be compelled to disclose the data in accordance with law described in section “Compelled Disclosure”.
c) Aggregate Data.
We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
Wyzebulb shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Customer agrees that Wyzebulb has right to process the Customer Data in any location of Wyzebulb, its affiliates, partners and service providers.
e) Using Customer’s name and logo
Wyzebulb may use Customer’s Name, website address and Logo in its marketing material including website, email campaigns, brochures etc. during and after active engagement. If you do not want Wyzebulb to include your name in marketing, then you can make an email request to your sales contact at Wyzebulb.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by you except with Wyzebulb’s prior written consent. Wyzebulb may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Wyzebulb in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
ARBITRATION; GOVERNING LAW
The courts at Bangalore shall have exclusive jurisdiction to try any dispute arising out of or in relation to the terms of this agreement. This letter is being addressed to you in duplicate. Kindly sign the duplicate copy of this letter in token acceptance of the above. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND INTERCOM ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
If you have any questions, complaints, or claims with respect to the Services, you may contact us at firstname.lastname@example.org.