SUBSCRIPTION SERVICES AGREEMENT

IMPORTANT: Wizergos Software Solutions Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at NO 1864, 6TH CROSS, J P NAGAR 2ND PHASE, BANGALORE - 560078, Karnataka, INDIA (hereinafter referred to as “Wizergos”, which expression shall unless repugnant to the subject or context thereof mean and include its successors and assigns), is the sole owner of the websites www.wizergos.net and www.wizergos.com (“Website”, which expression shall include any subdomains, any versions, including applications, of the Website designed for use on mobile phones and other devices) and associated platforms, domain names and trademarks.

This “Subscription Services Agreement” (“Agreement”) constitutes a binding contract between Wizergos and you (“Client”) as a user on the Website. By clicking the “Accept” or equivalent button at the end of this Agreement, the Client accepts the terms of this Agreement. If Client does not agree to any one or more of the terms of this Agreement, the Client must not use the Website.

Without prejudice to any other specific requirement which may be laid out in this Agreement, Client’s use of the Services and specifically, Client’s acceptance of this Agreement as aforesaid shall be deemed to be a representation from the Client that the Client is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

Headings of clauses are only for convenience and are not intended to be used to interpret the contents thereunder. Please read this Agreement fully

Whereas:

  1. Without prejudice to words and expressions defined in other provisions of this Agreement, capitalized words and expressions shall have the meanings ascribed to them in the Definitions below.
  2. Wizergos is an independent work management services provider. Wizergos has developed and is the sole owner of the copyright and all other Intellectual Property Rights in Wizergos’ hosted and cloud­based solutions, including any related support or maintenance services provided by Wizergos in accordance with its Maintenance and Support Services Policy listed in Annexure A. (“Services”). Wizergos renders Services to subscribers through the Platform on a pay-per-use basis.
  3. Client wishes to avail of and pay for the Services and Wizergos is willing to provide the Services to the Client subject to the terms and conditions of this Agreement.

  1. Definitions.
  1. Access Protocol: means the steps, rules and processes prescribed by Wizergos from time to time for permitting Client access to the Platform.

  1. Authorized User: means an individual employee, agent, consultant and/or independent contractor of the Client who validly accesses the Platform pursuant to authorization granted by the Client to use the Services in accordance with this Agreement.
  2. Client: shall include, as regards any action that is required to be taken or refrained from under this Agreement, Admin and Authorized Users.
  3. Initial Subscription Term: the initial term of this Agreement as set out in Annexure A.
  4. Platform: means the Wizergos Productivity software platform using which Wizergos renders Services to its clients.
  5. Renewal Period: the period described in Clause 17.1.
  6. Software: the online software applications provided to the Client by Wizergos as part of the Services.
  7. Subscription Fees: the subscription fees payable by the Client to Wizergos in accordance with the chosen Subscription Package together with any additional fee due and payable under this Agreement, as described more fully in Annexure B.
  8. Maintenance and Support Services Policy: refers to Wizergos’ policy, described in Annexure A, for providing support in relation to the Services, as amended from time to time.
  1. Subscription Packages.
  1. Wizergos offers to its clients Services through subscription packages which entitle Authorised Users to access and use the Services in accordance with this Agreement (“Subscription Packages”).
  2. The Client shall have a non-exclusive right to permit an Authorized User to access and use Subscription Packages on the Platform for the sole purpose of the Client’s internal business (“Purpose”). The details of Subscription Packages subscribed to by the Client have been detailed in Annexure A.
  3. Client acknowledges that Wizergos' Subscription Packages consist of online, subscription-based Services and that Wizergos may make changes to the Services from time to time.
  1. Account Registration.
  1. Client may need to register on the Platform in order to place orders for Subscription Packages or access or use any Services.
  2. Any information that the Client provides to Wizergos during registration shall be accurate, current and complete. The Client shall also update Client’s information so that Wizergos may send notices, statements and other information to the Client. Client shall be responsible for all actions taken through the Client’s account.
  1. Access Protocol.
  1. In order to access the Platform, the Client shall follow the steps, rules and processes as described more fully in Annexure A.
  2. Types of Access: Access to the Platform is given to Client solely for the purpose of availing the Services. The Client shall be permitted the following types of access to the Platform:
  1. Enterprise Access: Pursuant to Enterprise Access, Client may be permitted, subject to the remaining terms of this Agreement, to access all the Services available for the chosen Subscription Package. Any disabling of Enterprise Access shall disable Admin Access and Authorized User Access.
  2. Admin Access: Pursuant to Admin Access, the Admin shall be permitted to regulate, subject to the terms of this Agreement, the Authorized User Access. Client shall be solely responsible for the acts and omissions of the Admin in relation to the Admin’s access and use of the Platform.
  3. Authorized User Access: Pursuant to Authorized User Access, the Admin shall permit such number of Authorized Users access to such of the Services as the Subscription Package allows. Some Services may allow Client to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be the Client’s employees, representatives, consultants, contractors, agents, or other third parties who are acting for Client’s benefit or on behalf of Client. Client may increase the number of Authorized Users permitted to access the Services by placing a new Order. In all cases, the Client must pay the applicable fee for the increased number of Authorized Users.
  1. Use of Services: All use of Services by Client and Authorized Users must be within the Scope of Use and solely for the Purpose.
  2. Client’s Responsibility: Client shall be solely responsible for the acts and omissions of the Admin and the Authorized User in relation to the Admin’s or Authorized User’s access and use of the Platform.
  3. No license: Notwithstanding anything to the contrary, no license or other right to the Platform is granted to the Client, the Admin or any Authorized User. Access to the Platform is given to Client for the sole purpose of availing the Services.
  4. Use of Software: If Wizergos offers to the Client any Software along with the Services, Client may use such Software solely with the Service, subject to the terms and conditions of this Agreement.
  1. Scope of Use.
  1. The Client hereby agrees that:
  1. The Client shall allow no more than the maximum number of Authorized Users allowed to access and/or use a particular Subscription Package. In case the Client wishes to allow additional Authorized Users to access and/or use the Subscription Package, the Client may purchase a separate suitable Subscription Package.
  2. Client shall, at all times, maintain an up-to-date list of Authorized Users and shall share such list with Wizergos within 24 (twenty-four) hours of receipt of Wizergos’ written request, whether by electronic mail or any other means.
  3. The Client shall make all reasonable endeavours ensure that all Authorized Users keep their user IDs and passwords strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and shall not be shared. The Client shall at all times be responsible for any and all actions taken using Client’s accounts and passwords. Client further agrees to immediately notify Wizergos of any unauthorized use of which Client becomes aware.
  4. Client shall also allow and cooperate with Wizergos to conduct audits with a written notice of 2 (two) days in order to establish that the use of the Subscription Package is as per the terms of this Agreement. If the results of such audits reveal that:
  1. the total number of Authorized Users exceeds the maximum number of Authorized Users allowed to access and/or use a particular Subscription Package purchased by the Client, the Client shall, within 5 (five) days of the relevant audit, pay to Wizergos an amount equivalent to the Subscription Fees for such excess number of Authorized Users.
  2. if a person accessing and/or using the Subscription Package is not an Authorized User corresponding to such Subscription Package, Wizergos shall have the right to immediately disable the password for the relevant Subscription Package.  
  1. Except as otherwise expressly permitted in this Agreement, Client will not:
  1. rent, lease, reproduce, copy, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Services to a third party; or
  2. use the Services for the benefit of any third party; or
  3. incorporate any Services into a product or service the Client provides to a third party; or
  4. upload, distribute or transmit any material which is unlawful, obscene, offensive, damaging or threatening.
  5. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except as permitted by law; or
  6. access all or any part of the Services in order to build a product or service which competes with the Services
  7. remove or obscure any proprietary or other notices contained in any Service, or
  8. publicly disseminate information regarding the performance of the Services.
  1. Wizergos reserves the right, without any liability to the Client, to disable the Client’s and/or Authorized User’s access to any Subscription Package in case of a violation of any of the terms of this Agreement by the Client and/or Authorized User.
  1. Additional Subscription Packages
  1. The Client may, from time to time depending on the Client’s requirements, submit requests in writing to Wizergos and purchase additional Subscription Packages. Provided however that Wizergos shall have the right to approve or disapprove such requests.
  2. If Wizergos approves the Client’s request to purchase additional Subscription Packages, the Client shall, within 30 (thirty) days of the date of Wizergos’ invoice, pay to Wizergos the relevant fees for such additional Subscription Packages as set out in Annexure B and, if such additional Subscription Packages are purchased by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
  1. Client’s Obligations
  1. The Client shall:
  1. Cooperate with Wizergos in relation to this Agreement and provide all necessary access to such information as may be required by Wizergos in order to render the Services, including but not limited to Client Data, access information and configuration support;
  2. comply with all applicable laws and regulations with respect to its activities under this Agreement;
  3. carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Wizergos may adjust any agreed timetable or delivery schedule as reasonably necessary;
  4. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
  5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Client, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
  6. ensure that its network and systems comply with the relevant specifications provided by Wizergos from time to time; and
  7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Wizergos’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links.
  1. Acceptance of Other Terms
  1. End User Terms: Every Authorized User may be required to accept end-user terms presented to such User prior to accessing the Platform and which are at Annexure C to this Agreement. Failure to accept may result in the inability of the Authorized User to access the Platform. An Authorized User shall accept the terms contained in this Agreement not as an individual but on behalf of the Client, and shall bind the Client to this Agreement. Client shall be solely responsible to ensure that all Authorized Users accept the end-user terms and abide strictly by them.
  2. Privacy Policy: By executing this Agreement, Client is deemed to have accepted the Privacy Policy as adopted by Wizergos. Wizergos’ current Privacy Policy is at Annexure D to this Agreement. 
  1. Subscription Term and Renewals
  1. Subscription Packages are provided on a subscription basis for a set term specified in Client’s Order (“Subscription Term”). If the Client cancels any Subscription Package, Client’s subscription will terminate at the end of the current billing cycle, but Client will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
  1. Data.
  1. Client’s Data. “Client’s Data” means any data, content, code, video, images or other materials of any type that Client uploads, submits or otherwise transmits to or through Services. Client will retain all right, title and interest in and to Client’s Data in the form provided to Wizergos. Subject to the terms of this Agreement, Client hereby grants to Wizergos a nonexclusive, worldwide, royalty free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Client’s Data, in each case solely to the extent necessary to provide the applicable Service to Client and (b) for Services that enable Client to share Client’s Data or interact with other people, to distribute and publicly perform and display Client’s Data as Client (or Client’s Authorized Users) may direct or enable through the Service. However, Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
  2. Security. Wizergos implements security procedures to help protect Client’s Data from security attacks. However, Client understands that use of the Services necessarily involves transmission of Client’s Data over networks that are not owned, operated or controlled by Wizergos, and Wizergos is not responsible for any of Client’s Data lost, altered, intercepted or stored across such networks. Wizergos cannot guarantee that our security procedures will be error-free, that transmissions of Client’s Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
  3. Storage Limits. There may be storage limits associated with a particular Service. These limits shall be according to the descriptions of the relevant Service Packages on our website and in Annexure A. Wizergos reserves the right to charge for additional storage or overage fees at the rates specified on our website. Wizergos may impose new, or may modify existing, storage limits for the Services at any time in our discretion, with or without notice to Client.
  4. Responsibility for Client’s Data.
  1. General. Client must ensure that Client’s use of Services and all Client’s Data is at all times compliant and all applicable local, state, federal and international laws and regulations. Client represents and warrants that: (i) Client has obtained all necessary rights, releases and permissions to provide all Client’s Data to Wizergos and to grant the rights granted to Wizergos in this Agreement and (ii) Client’s Data and its transfer to and use by Wizergos as authorized by Client under this Agreement do not violate any laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under clause 10.2 (Security) above, Wizergos assumes no responsibility or liability for Client’s Data, and Client shall be solely responsible for Client’s Data and the consequences of using, disclosing, storing, or transmitting it.
  2. Sensitive Data. Client will not submit to the Services (or use the Services to collect) any personally identifiable information, except as necessary for the establishment of Client’s Wizergos account. Notwithstanding any other provision to the contrary, Wizergos has no liability under this Agreement for Sensitive Data.
  3. Indemnity for Client’s Data. Client will defend, indemnify and hold harmless Wizergos from and against any loss, cost, liability or damage, including attorneys’ fees, for which Wizergos becomes liable arising from or relating to any claim relating to Client’s Data, including but not limited to any claim brought by a third party alleging that Client’s Data, or Client’s use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to Client’s receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Client to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Wizergos at Client’s expense.
  1. Removals and Suspension. Wizergos has no obligation to monitor any content uploaded to the Platform. Nonetheless, if Wizergos deems such action necessary based on Client’s violation of this Agreement or in response to takedown requests that Wizergos receives, Wizergos may (1) remove Client’s Data from the Platform or (2) suspend Client’s access to the Platform. Wizergos will generally alert Client when Wizergos takes such action and give Client a reasonable opportunity to cure Client’s breach, but if Wizergos determines that Client’s actions endanger the operation of the Service or other users, Wizergos may suspend Client’s access immediately without notice. Client will continue to be charged for the Service during any suspension period. Wizergos has no liability to Client for removing or deleting Client’s Data from or suspending Client’s access to any Services as described in this clause.
  2. Deletion at End of Subscription Term. Wizergos may remove or delete Client’s Data within a reasonable period of time after the termination of Client’s Subscription Term.
  1. Consideration.
  1. In consideration of the Services, Client shall pay Wizergos the Subscription Fee at such time and in such manner as stated in Annexure B. Wizergos may initially provide free of cost access to a beta version of the Platform to the Client. However, the details of Subscription Package Fees shall be determined by Wizergos in its sole discretion at the time of sale. Client shall bear service tax and any other indirect taxes applicable on payments to Wizergos. Client may deduct taxes at source as per applicable law and promptly provide Wizergos tax deduction certificates.
  2. If any Subscription Fee remains unpaid beyond its due date, Wizergos may suspend the Services in its sole discretion. If such non-payment extends to sixty (60) days, Wizergos may terminate this Agreement and stop providing the Services without prejudice to other rights and remedies of Wizergos.
  3. Wizergos shall be entitled to raise the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 6 and/or the excess storage fees payable pursuant to clause 10.3 and modify the payment terms at the start of each Renewal Period upon 90 (ninety) days' prior notice to the Client and Annexure B shall be deemed to have been amended accordingly.
  1. Intellectual Property.
  1. Wizergos shall always be the absolute owner of all Intellectual Property Rights and other right, title and interest in and to the Platform, including the user interface and other ‘front-end’ elements as well as the software code, algorithms and other ‘back-end’ elements.
  2. Wizergos shall be the sole and absolute owner of the copyright and all other intellectual property rights in the manner of arrangement, format, layout, presentation, and ‘look and feel’ of the Platform, the idea behind the Services, all trademarks, designs, logos and other insignia of trade used in the course of the Services except to the extent such insignia are owned by third parties - all of which are subject to protection under patent, copyright, trade mark and trade secret and other intellectual property laws of India and other countries. Any use of the Services in contravention of the restrictions under this Agreement and the provisions of this clause shall entail immediate termination of this Agreement without prejudice to the other rights and remedies of Wizergos, including for civil wrongs and criminal offences.
  3. Services are made available on an access basis, and no ownership right is conveyed to the Client, irrespective of the use of terms such as “purchase” or “sale”. Wizergos and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Services, their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Wizergos. From time to time, Client may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Wizergos, including sharing Client’s modifications or in the course of receiving support and maintenance. Wizergos may in connection with any of its Services freely use, copy, disclose, license, distribute and exploit any feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No feedback will be considered Client’s Confidential Information, and nothing in this Agreement limits Wizergos' right to independently use, develop, evaluate, or market products, whether incorporating feedback or otherwise.
  1. Confidentiality.
  1. For the purposes of this Agreement “Confidential Information” shall mean confidential or any and all proprietary information of Wizergos and includes information received by the Client whether directly from Wizergos or otherwise in the course of the subscription. Confidential Information includes without limitation innovations, content, works or Intellectual Property and any idea, trade secrets and other information about Wizergos’ business including know-how and/or data of any nature concerning the development, use, formulation or performance of Services or prospective services, and any processes or techniques.  Any or all of the foregoing may belong to Wizergos or to its existing or prospective partners or vendors, and shall constitute Confidential Information. Confidential Information further includes any and all information relating to the business and financial information of Wizergos including any and all information pertaining to the current and prospective vendors, carriers, partners, software providers, including their market reports, and employee data. Information shall be deemed to be confidential whether the same comes to the knowledge of the Client orally or is contained in tangible form and whether contained in a floppy disc, removable storage media, computer system, brochure, booklet or otherwise. Unless otherwise specified by Wizergos, all information received by the Client during the subscription from the Company, its group, holding or subsidiary companies, its vendors, partners or customers shall be deemed to be Confidential Information.
  2. Wizergos is always striving to improve its Services. In order to do so, Wizergos needs to measure, analyze, and aggregate how users interact with our Services, such as usage patterns and characteristics of Wizergos’ user base. Wizergos collects and uses analytics data regarding the use of its Services as described in its Privacy Policy.
  3. Provided that Confidential Information shall not include information that, the Client can demonstrate by sustainable evidence:
  1. Is or hereafter becomes, through no act or failure to act on the part of the Client, generally known or available. The Client shall immediately on coming to know that such information has become generally known or available inform Wizergos of the same.
  2. Is known to the Client at the time of receipt of such information. The Client shall immediately on receipt of such information disclose to Wizergos that such information was already in possession and furnish satisfactory proof in this regard to Wizergos.
  3. Is hereafter furnished to the Client by a third party, as a matter of right and without restriction on disclosure, there being no obligations of confidentiality attached to the source of such information. The Client shall immediately on receipt of such information inform Wizergos of the same.
  1. The Client agrees to observe all of the following:
  1. The Client shall not try to gain access to any Confidential Information except such Confidential Information entrusted in furtherance of duties.
  2. The Client shall keep confidential the Confidential Information and not disclose the same to any third party or use the same for the Client’s own benefit or for the benefit (financial or otherwise) of any third party, except as expressly permitted by this Agreement or except with the prior written consent of Wizergos.
  3. The Client shall protect the Confidential Information received with all reasonable care so as to ensure that the same does not fall into the hands of third parties or is not put to unauthorized use.
  4. The Client shall not reproduce in any form the Confidential Information except with the prior written consent of Wizergos.
  5. The Client’s confidentiality obligations under this Agreement shall not prevent the Client from disclosing the same if required by law or under the orders of any court of competent jurisdiction or other competent legal authority. Provided that the Client gives Wizergos notice of such intended disclosure and an opportunity to oppose the same.
  6. The Client confirms that all Confidential Information shall remain the sole and absolute property of Wizergos or Wizergos' customers, vendors or partners as may be applicable. The Client shall, at the time of termination of this Agreement, return all materials/documents of confidential nature and other property belonging to Wizergos, which the Client is in possession of, and if required, execute a declaration to this effect. The Client undertakes to indemnify and keep indemnified Wizergos against any and all claims, damages, losses and liabilities which Wizergos might suffer, on account of unauthorized use of Wizergos’ property and confidential information by the Client, as also on account of breach by the Client of any of the other terms and conditions contained herein, which survives the termination of this Agreement. Non-execution of such declaration as referred to above shall not affect the Client’s obligations in this regard.
  7. The Client shall not attempt, for any reason whatsoever, except with prior express written permission from Wizergos, to access any databases, including but not limited to client database and other confidential data of Wizergos, which Wizergos has expressly prohibited the Client from accessing. The Client also understands that, for any reason, should the Client gain access to such Confidential Information, the Client shall immediately inform Wizergos of the same and the reasons for gaining such access/intrusion. The Client undertakes, under such circumstance, to maintain utmost confidentiality of such Confidential Information.
  8. The Client understands that, the confidentiality clause and other clauses contained herein, which require the Client to maintain confidentiality of Wizergos’ information, shall survive the termination of this Agreement. Should the Client fail to honour the confidentiality obligations, whether during the subsistence of this Agreement or thereafter, the Client understands that, in addition to the foregoing indemnity, Wizergos also reserves the right to initiate any action that it may deem fit, against the Client, including but not limited to an action for injunctive relief, suit for damages, and other legal remedies.  
  9. The Client also acknowledges that use of the Confidential Information contrary to the provisions of this Agreement constitutes, among other things, criminal breach of trust in terms of Indian criminal law.
  10. The provisions of this Agreement for the protection of Confidential Information shall apply notwithstanding that the Client has unauthorizedly or inadvertently obtained access to or otherwise come into possession of such Confidential Information.
  1. Warranty Disclaimer.
  1. AS REGARDS THE SERVICES, THEY ARE MADE AVAILABLE “AS IS”, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. WIZERGOS DISCLAIMS ALL WARRANTIES, STATUTORY OR CONTRACTUAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND UNINTERRUPTED USE. CLIENT CONFIRMS THAT IT IS ON THE BASIS OF CLIENT’S INSTRUCTIONS AND REQUEST THAT THE SERVICES ARE PROVIDED AND THEREFORE THEY SHALL BE USED AT CLIENT’S SOLE RISK AND CONSEQUENCE. 
  2. WIZERGOS HEREBY DISCLAIMS ALL RESPONSIBILITY WITH REGARD TO ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND THE CLIENT ACKNOWLEDGES THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
  1. Indemnity.
  1. Client hereby agrees to defend, indemnify and hold harmless Wizergos, its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Client’s use of the Services; (ii) Client’s violation of any term of this Agreement; (iii) Client’s violation of any third party right, including without limitation any copyright, property, or privacy right. This indemnification obligation shall survive this Agreement and use of the Services.
  1. Limitation of Liability.
  1. IN NO EVENT SHALL WIZERGOS, ITS OFFICERS, DIRECTORS AND EMPLOYEES, BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS OPPORTUNITIES, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND CLIENT’S USE OF THE PLATFORM AND THE SERVICES. THE MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER SHALL BE LIMITED TO THE SUBSCRIPTION FEE PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF LIABILITY. PROVIDED THAT THE FOREGOING LIMITATION (a) SHALL NOT APPLY FOR ANY LOSS CAUSED TO WIZERGOS BY ANY WILLFULL ACT, INCLUDING FRAUD, OR GROSS NEGLIGENCE BY CLIENT PERSONNEL; AND (b) SHALL NOT BE INTERPRETED AS A WAIVER BY WIZERGOS OF ANY AGREED FEES DUE AND PAYABLE BY CLIENT TO WIZERGOS UNDER THIS AGREEMENT.
  2. CLIENT ACKNOWLEDGES AND AGREES THAT WIZERGOS HAS ENTERED INTO THIS AGREEMENT RELYING UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THESE DISCLAIMERS AND LIMITATIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN CLIENT AND WIZERGOS, AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CLIENT AND WIZERGOS. WIZERGOS WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO CLIENT ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
  3. THE CLIENT SPECIFICALLY ACKNOWLEDGES THAT WIZERGOS SHALL NOT BE LIABLE FOR ANY CONTENT OR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING LIES ENTIRELY WITH THE CLIENT.
  4. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT:
  1. THE CLIENT ASSUMES SOLE RESPONSIBILITY FOR THE USE OF THE SERVICES, AND FOR CONCLUSIONS DRAWN OR DECISIONS MADE AS A RESULT OF SUCH USE. WIZERGOS SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO CLIENT BY WIZERGOS IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY CLIENT AT THE CLIENT'S DIRECTION;
  2. ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT; AND
  3. THE SERVICES ARE PROVIDED TO THE CLIENT ON AN "AS IS" BASIS.
  1. Term and Termination.
  1. Term. This Agreement shall commence on the Effective Date and shall continue to be valid for the Initial Subscription Term and, thereafter, be automatically renewed for successive periods of 12 (twelve) months (each a Renewal Period), unless terminated by either Party in accordance with this clause 17.
  2. Termination for Breach. Either Party may terminate this Agreement by prior written notice of thirty (30) days for a material breach of its terms by the other Party, provided that the termination shall not take effect unless the breach complained of remains uncured at the end of the notice period.
  3. Termination for Insolvency. Either Party may at its discretion terminate this Agreement if the non-terminating Party is subject to any action or proceedings, whether administrative or judicial in respect of insolvency, winding up, dissolution or bankruptcy.
  4. Termination for Convenience. Notwithstanding anything contained herein, either Party may terminate this Agreement for convenience by giving the other Party prior written notice of sixty (60) days prior to the expiry of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.  
  5. Consequences of Termination. Upon termination of this Agreement for any reason whatsoever (a) all Subscription Packages shall expire and any access given to the Platform shall be disabled forthwith; and (b) Client shall pay Wizergos all amounts due and payable till the effective date of termination. In the event the termination is for material breach on part of Wizergos or for no fault of the Client or according to mutual agreement between the Parties, Wizergos shall refund pro rata any Subscription Fee paid in advance of such termination. The Client shall not be entitled to any refund in case the termination is for material breach on part of the Client.
  1. Governing Law and Arbitration.
  1. This Agreement is governed by and shall be construed solely in accordance with the laws of India, without reference to its conflict of laws’ principles.
  2. The Services are controlled and offered by Wizergos from its facilities in India. If Client is a user outside India, Client is hereby made aware that Wizergos is subject only to Indian law and only to the jurisdiction of Indian courts. Wizergos makes no representations that the Platform and the Services are appropriate for use in other locations. Therefore, if Client is a user outside India, Client may use the Platform and the Services solely on Client’s own volition and at Client’s own risk, and Wizergos does not represent that the terms of the Agreement conform to the laws of the Client's country. Client shall be solely responsible for compliance with Client’s local law.
  3. Disputes, if any, shall be attempted to be resolved amicably for thirty (30) days. Unresolved disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 by an independent, sole arbitrator in Bangalore appointed by Wizergos. Subject to the foregoing, Client hereby consents to the exclusive jurisdiction of the Courts in Bangalore Urban District.
  1. Miscellaneous.
  1. Notices: Any notice required to be given to a Party under this Agreement shall be sent by registered mail or recognized courier to the address first set out above.
  2. Publicity: Wizergos may name Client as a customer of Wizergos on Wizergos’ website and in all marketing and promotional collaterals. Wizergos may use Client’s logo only in accordance with Client’s logo usage guidelines which shall be provided to Wizergos on request. Client may request that Wizergos stop doing so by submitting an email to sales@wizergos.com at any time. Please note that it may take Wizergos up to 30 days to process such a request.
  3. Force Majeure: If the whole or any part of the performance of the respective obligations of the parties hereunder is prevented or delayed by reasons of natural calamities, war, arson, civil disturbance, and such other reasons beyond the reasonable control of a person (each a “Force Majeure Event”), then to the extent either party shall be prevented or delayed from performing all or any part of their respective obligations under this Agreement despite due diligence and reasonable efforts to do so, then such party shall be excused from performance hereunder for so long as reasons of Force Majeure Event.
  4. Severability: Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect.
  5. No Waiver or Election: No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Every right or remedy herein conferred upon or reserved to either party shall be cumulative and shall be in addition to every right and remedy existing at law or equity or by statute and the pursuit of any one right or remedy shall not be construed as an election.
  6. Assignment: The right to use the Services is personal to Client and is not transferable by assignment, sublicense, or any other method to any other person or entity.


ANNEXURE A

Subscription Package: Wizergos Work Management Basic Package

  1. Services
  1. Hosted and Cloud-Based Services
  1. Wizergos Productivity Software Platform is a cloud based productivity Software. It includes functionality to add team members, office details, meeting rooms, and create and manage meetings, agenda, minutes, decisions, preparations, action items.
  1. Maintenance and Support Services Policy
  1. Wizergos will upgrade the software running on the hosted services from time to time. These upgrades will include bug fixes, enhancements, and new feature releases.
  2. Wizergos will provide a first response within 24 hours for any issues raised by Clients.
  3. Wizergos may amend the Support Services Policy in its sole and absolute discretion from time to time.  The Client may purchase enhanced support services separately at the Supplier’s then current rates.
  1. Access Protocol
  1. The services are accessed over the internet using a browser (latest version of Chrome, IE, Firefox, or Safari) software on Client’s desktop or laptop or tablet machines. For accessing the services from a mobile phone, Clients will be provided free access to a Android or IOS APP.
  1. Initial Subscription Term
  1. The initial subscription term will be free access for 3 months. Thereafter Client can either purchase a monthly subscription plan or a yearly subscription plan.
  1. Storage Limits
  1. There will be a storage limit of 1GB per user.

ANNEXURE B

SUBSCRIPTION PACKAGES FEES

  1. Wizergos may initially provide free of cost access to a beta version of the Platform to the Client. However, the details of Subscription Package Fees shall be determined by Wizergos in its sole discretion at the time of sale.

ANNEXURE C

END USER TERMS

  1. You are seeing these Terms because you have been authorized by the organization that has employed or engaged you to access the portal at Wizergos Productivity Software Platform and avail of the services offered by Wizergos Software Solutions Private Limited.
  2. Your employer has entered into a contract with Wizergos pursuant to which your employer has agreed to use the portal and the services as an end user. As an authorized user of your employer, you shall also be duty bound to use the portal and the services only as an end user. You shall not sell, license, give on hire, rent, or otherwise transfer your authorization or any information you obtain as a result of the services.
  3. Your login and password have been allotted by your employer. You shall treat them as confidential information and not reveal them or transfer them to any other person.
  4. In the course of the services you shall be given the option to view and/or download information. Except as expressly permitted, any copying, archiving, transferring or otherwise dealing with such information shall be not merely unauthorized but also illegal. Any such action may incur civil and criminal legal consequences, including but not limited to criminal breach of trust, cheating and hacking.
  5. Your employer may deny your access to the portal at any time. In that event, including without limitation, in the event of your separation from your employer, you shall not attempt to access the portal using the login and password given to you while you were an employee.
  6. Wizergos reserves the right to track your usage of the portal and may share the results wholly or in part with your employer.

ANNEXURE D

PRIVACY POLICY

This is the Privacy Policy (“Policy”) of Wizergos Software Solutions Private Limited, a company incorporated under the laws of India and having its registered office at NO 1864, 6TH CROSS, J P NAGAR 2ND PHASE, BANGALORE - 560078, Karnataka, INDIA (“Company”).

  1. The Services and Clients.
  1. Company provides Clients certain work management services (“Services”), including through its proprietary portal Wizergos Productivity Software Platform. Using the Services shall be deemed to constitute sufficient proof that Clients have read, understood and accepted this Policy.
  1. Personal Information 
  1. Personal Information” for the purposes of this Policy means only the following information:

(a) Mobile phone numbers of Clients’ personnel who use the Services pursuant to Clients’ contract with Company (“Authorized Users”)

(b) Email addresses of Authorized Users

  1. Purpose of Collection and Use of Personal Information.
  1. Company may collect, store, access and use Personal Information solely to the extent required for Company to enable Clients and Authorized Users to utilize the Services and monitor such use, including to verify if the use is in compliance with the Client’s contract with Company. The Company may also use the Personal Information to keep Clients and Authorized Users informed about the Company’s products and services, including any promotional offers.
  1. Applicability of Policy.
  1. While this Policy applies to all Personal Information collected, stored and used by Company, it is intended to comply only with the applicable laws of India and not any other jurisdiction.
  1. Sharing of Personal Information with Third Parties.
  1. Company shall not publish, sell, give on rent, trade or otherwise transfer Personal Information to third parties, except as may be required by law, or pursuant to the order of a court or regulatory authority, or in order for Company to enforce its rights. In the event Company needs to share Personal Information with third parties, Company shall enter into non-disclosure agreements that are, at the least, as protective as the provisions of this Policy.
  1. Choice. 
  1. Company reasonably presumes that Clients or Authorized Users who transmit Personal Information to Company are doing so out of their own volition. Company does not compel Clients or Authorized Users to disclose Personal Information. Clients or Authorized Users may opt not to provide Personal Information. However, doing so may render all or some of the Services unusable and Company shall not be responsible for the same.
  1. Correctness and Integrity of Personal Information.
  1. Company accesses Personal Information as aforesaid on an ‘as is’ basis. Therefore, Company shall not be responsible in any way for the correctness, completeness and integrity of any Personal Information collected hereunder.
  1. Security.
  1. Company shall take all reasonable precautions by way of using current industry standard encryption technologies to protect Personal Information from loss, misuse and unauthorized access, disclosure, alteration and destruction.
  1. Enforcement.
  1. For any inquiries and complaints, the following email address may be used: support@wizergos.com. All inquiries and complaints shall be looked into promptly and without charging any fee to the inquirer / complainant.
  1. Compliance.
  1. Company shall always cooperate with regulatory authorities and investigating agencies in India in the matter of treatment of Personal Information.
  1. Amendments.
  1. Company may modify this Policy in its sole discretion at any time. The amendments shall apply to existing Clients from the date they are informed of the same on the Company’s website. It shall be the sole responsibility of Clients to intimate their Authorized Users of such amendments.

End of Privacy Policy.

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