BY CLICKING THE CONFIRM/LOGIN/AGREE BUTTON OR BY USING OR ACCESSING OUR SERVICES (DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THESE TERMS OF SOFTWARE SERVICE LICENSE AGREEMENT (“AGREEMENT”), IRRESPECTIVE OF WHETHER YOU HAVE PURCHASED THE SUBSCRIPTION OR ARE USING IT WITHOUT A PAYMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS OUR SERVICES. “YOU” MEANS THE NATURAL PERSON OR THE ENTITY YOU REPRESENT THAT IS AGREEING TO BE BOUND BY THIS AGREEMENT (“YOU”, “YOUR”, OR THE “LICENSEE”), YOUR EMPLOYEES AND THIRD-PARTY CONTRACTORS THAT PROVIDE SERVICES TO YOU (EACH, AN “AUTHORISED USER”). YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS AGREEMENT.

1.      Grant and Use Rights

Predoole Analytics Pvt. Ltd., Predoole B.V. or its sister concern or parent (hereinafter, “Wowizer”, the “Licensor” or “we” or “us” or “our” as the context may require) hereby grants you a limited, non-exclusive, non-transferable license, without rights to sublicense, to use its Services (defined below) for your internal operations only for the time period (the “Subscription Term”) that you been assigned without payment/ have paid/or agree to pay the applicable fees. This Agreement is not a sale and does not convey to the Licensee any rights of ownership in or related to the Service or Software (as defined below), or any intellectual property rights therein. The Services are intended for you or your organization’s use only, and provided to you “as is”, and are subject to modification from time to time and at Wowizer’s sole discretion. All rights not expressly granted to you are reserved by Wowizer. Except as expressly set forth herein, Wowizer alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service and/or the Software, are hereby assigned to Wowizer.

The term “Services” used herein, includes internet accessible service offered by the Licensor or installed by Licensee in a subscription form under which the Software hosted by the Licensor on cloud or on premises and is made available to the Licensee along with the support and maintenance services for the Software and allied services thereto. For sake of clarity, the Services relate to Time stamped data analytics, Cyber Security, Observability, Search, Alerting, Dashboarding, advanced analytics and other related functions.

The term “Software” shall mean and include Wowizer’s proprietary automated solution, consisting of one or more than one module(s) including enhancements (if any) and as may be selected by the Licensee from the Licensor’s website or otherwise, or is provided as a service, which software has the ability to store machine data, metrics, analyse such data, get alerts, reports, troubleshoot networks, assist in application development, and cyber security amongst other tasks.

2.      Restrictions

Access to the Services may require you to install certain software applications as may be provided in the applicable documentation provided by the Licensor;. You will not permit any third party to: (a) reverse engineer (except to the extent statutory law expressly prohibits or limits restrictions on reverse engineering, but only to the extent required by such statute), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Software, or any documentation or data related to the Services; (b) copy, modify, adapt, translate, or create derivative works based on the Services or Software; (c) use the Software or Services in excess than as permitted in the Subscription plan; (d) use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal business purposes; (e) use the Software with any unsupported software or hardware (as described in the applicable documentation provided by the Licensor); or (f) use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations applicable (including but not limited to any European privacy laws)

3.      Support Service

We provide the necessary support to you through a web-based support system. We will take commercially reasonable efforts to provide you with support to resolve your queries. (“Support”).

4.      Passwords; Primary Contact

You are responsible for establishing and maintaining a username and password (or any other means required by Wowizer) for verifying that only designated employees of your organization (if any) have access to any administrative functions of the Services. You will be responsible for maintaining the security of your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account with or without your knowledge or consent.

You will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). You may change the individual designated as Primary Contact at any time by providing written notice to Wowizer via our support portal.  Wowizer is not liable for any losses, damages, claims, demands, actions, costs and expenses (including reasonable attorneys’ fees and court costs) arising from or created by any of your acts or omissions related to the access or use of the Service.

5.      Licensee’s Obligations

a.         Compliance with Laws: The Licensee shall comply with all applicable local, state, national and foreign laws in connection with its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. The Licensee acknowledges that the Licensor exercises no control over the content of the information transmitted by the Licensee or its Authorised Users through the Software. The Licensee shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

b.         Unauthorized Use; False Information. The Licensee shall: (i) notify the Licensor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to the Licensor immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by the Licensee or any of its Authorised Users, and (iii) not provide false identity information to gain access to or use the Services.

d.         Access. The Licensee shall be solely responsible for the acts and omissions of its Authorised Users. The Licensor shall not be liable for any loss of data or functionality caused directly or indirectly by the Authorised Users.

e.         Licensee Content. The Licensee is solely responsible for collecting, inputting and updating all the Licensee’s content uploaded on the Software, and for ensuring that the Licensee content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right, or privacy rights of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.

6.      Confidentiality

Licensee (the “Receiving Party”) understands that Wowizer (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Wowizer may collect data with respect to and report on aggregate measures of the Software or Services’ performance and other measures to enhance the performance of the same.

Except for such Proprietary Information, Licensee acknowledges that Wowizer does not wish to receive any Proprietary Information from you that is not necessary for Wowizer to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Wowizer may reasonably presume that any unrelated information received from Customer is not confidential or proprietary information.

Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

7.      Payment

The Licensee agrees that, the Services are provided on free of cost or monthly or annual subscription basis as stated in your subscription plan and includes Service support and maintenance (“Support”) during the contracted term as stated, and thereafter, shall automatically renew for additional similar subscription term, unless you provide Wowizer written notification of cancellation thirty (30) days prior to the end of the current Subscription term. Support and Maintenance is not sold separately.

The Licensee agrees and acknowledges that the Terms of this Agreement, except for the payment obligations herein, shall apply during the free trial period, regardless of whether the Licensee avails the Services on a paid basis during the Subscription Term or not.

Wowizer reserves the right to modify the fees at any time, upon 30 days prior written notice to you, which may be provided by e-mail and displayed on the website; such new prices shall not apply for subscription for Service which has already been paid, but shall apply to any subscription after the effective date of change of the fees.

The Licensee agrees and acknowledges that in case you delay any payment of the Fees when they are due and payable, the Fees so outstanding shall accrue an interest at the rate of 12 % per annum until the date of payment thereof. Levy of such interest by Wowizer shall be in addition to any other right available to it under this Agreement and under the applicable law.

8.      Data Collection

You acknowledge and agree that Wowizer may collect certain data and information as a result of your access or use of the Software and/ or Services.

We may use your data to operate, provide, improve, understand, customize, support, and market our Services. Aggregated data or generalized insights and signatures based on data of all customers may be generated or published.

9.      Cancellation or Termination of Service

If you cancel during your subscription’s yearly cycle, all outstanding amounts, including any arrears payable for any exceeded usage in the preceding month, due and payable through the Subscription Term shall immediately become due and payable. You will have access to our Services and Support until the last day of your subscription, unless you breach the terms of this Agreement or fail to pay the Fees when due. There is no pro-rata credit or refund for that Subscription Term.

Wowizer may, without prior notice, immediately terminate, limit your access to or suspend your account and use of the Services if you fail to comply with any terms of this Agreement. Wowizer expressly reserves the right to suspend your account and use of the Services in the event you fail to pay the fees in full and on time. Wowizer also reserves the right to terminate this Agreement in case you become insolvent, bankrupt, or become subject to winding-up proceedings, whether voluntary or otherwise in a court of competent jurisdiction, or otherwise you undergo reorganisation, restructuring or a change of control or management.  Such terminating right of Wowizer shall be in addition to and not in lieu of any other rights it has under the terms of this Agreement and applicable law.

10.  Intellectual Property Rights

Any and all rights to the Services, Software, documentation, enhancements, and branding thereof including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein is the sole and exclusive property of Wowizer or its licensors. This Agreement does not grant the Licensee any rights, title and interest in and to Software, documentation, its contents, and branding thereof including the Licensor’s intellectual property rights except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted to the Licensee are reserved.

From time to time, the Licensee may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Software or the Services. The Licensee hereby assigns to the Licensor all right, title and interest to such Feedback and an exclusive right to create any developments based on such Feedback.

The Licensee shall grant to the Licensor a worldwide, non-exclusive and non-transferable limited-term license to host, copy, transmit, analyse, process, display, store, configure, and perform the content provided by the Licensee solely as necessary to provide the Services to the Licensee.

11.  Limitation of Liability and Indemnity

IN NO EVENT SHALL WOWIZER OR ITS AFFILIATES, SUPPLIERS HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION AND DATA), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF WOWIZER AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE TOTAL LIABILITY OF WOWIZER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID BY YOU IN THE PRECEDING THREE (3) MONTHS IN RELATION TO WHICH THE CLAIM AROSE. THIS LIMITATION OF WOWIZER’S LIABILITY SHALL APPLY IRRESPECTIVE OF THE FORM AND NUMBER OF CLAIMS.

You agree to indemnify and hold Wowizer and its affiliates and suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Software or Services or breach of any provision of this Agreement, or for any unauthorised use of the Software or Services, or for any fraudulent claims made by you or your Authorised User (collectively referred to as “Claims”). Wowizer reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Wowizer in the defense of any Claims.

12.  Warranty Disclaimer

Wowizer will undertake commercially reasonable efforts to make the Services available and provide commercially reasonable Support, if required in accordance with the terms herein. Wowizer does not warrant, expressly or impliedly, that the Services shall be uninterrupted, secure, accurate and error- free. Your use of the Software and/ or Services is at your sole risk and you assume the risk that the Service or Software may provide incorrect information to you or your Authorised Users, as well as the risk that any material downloaded by you using the Service may cause loss of data or damage to your computer or other system. Wowizer makes no warranty of any kind with respect to user-generated data.

THE SERVICES, SOFTWARE, ANY DOCUMENTATION, AND ANY UPDATES, IMPROVEMENTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WOWIZER, ITS AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER WOWIZER, ITS AFFILIATES OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.  Audit

The Licensor shall have the right to audit the Licensee’s use of the Services during business hours and upon 5 days prior notice in order to verify that the Services are being used in compliance with this Agreement. As part of this and otherwise, we may collect telemetry about your usage of the products/services.

14.  Other Provisions

(a) Governing Law and Jurisdiction. This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the State of India without reference to conflict of laws principles. Any dispute arising, between you and Wowizer, arising from the terms of this Agreement shall be submitted to the arbitration to be conducted at Mumbai, India in English language, in accordance with the applicable laws of arbitration and rules thereunder by a sole arbitrator, who shall be appointed by Wowizer and you mutually; and the award made in pursuance thereof shall be binding on the parties. The dispute resolution and arbitration process mentioned in this Section will not prohibit parties from approaching the courts of competent jurisdiction for appropriate interim reliefs. Parties further agree that the courts in Mumbai, India shall have an exclusive jurisdiction over such disputes.

(b) Assignment. You shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of Wowizer. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

(c) Force Majeure. Wowizer will not be liable for inadequate performance to the extent caused by a circumstance beyond its reasonable control, including, without limitation, failure of the internet, labour strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labour conditions, earthquakes, material shortages and other acts not caused by Wowizer.

(d) Modification, Waiver, Severability. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. Wowizer reserves the right to modify the terms of this Agreement at any time on mutually agreeable terms. A prior written notice to that effect will be sent to you before effecting such a modification to the Agreement The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.

(e) Marketing and Publicity: The Licensee provides the Licensor with permission to use the Licensee’s name or logo for promotional purposes or otherwise publicly announce or comment on this Agreement without prior consent from the Licensee. The Licensee also provides the Licensor permission to contact for the marketing of other features of the product/service or other products.

(f) General: If You have any questions with respect to the Services or Software, you should contact us at email: info@wowizer.ai