Terms and Conditions

ANNEXURE A: GENERAL TERMS AND CONDITIONS

1. INTERPRETATION

These terms and conditions (“General Terms and Conditions”) constitute the entire agreement between Wingify and the Customer in respect of the subject matter hereof. Unless defined otherwise, all terms and phrases used herein shall have such meaning as provided below:

1.1 “Account” means the self-service account created by or on behalf of the Customer or its Agents on VWO’s portal for using the Services.

1.2. “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with Wingify or the Customer as the case may be. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Each party is responsible for the acts and omissions of its Affiliates hereunder.

1.3. “Agent” means an individual/entity or organization (including those of a Customer Affiliate) authorized to use the Service(s) on behalf of the Customer through Customer’s Account as identified through a unique login.

1.4. “Agreement” means the Terms and Conditions, as may be duly amended from time to time.

1.5. “Confidential Information” means all information disclosed by either Party to the other which is in (i) tangible form and labelled “confidential”; or is (ii) information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the Party receiving it at the time of disclosure by the Party disclosing it; (b) was, or is, obtained by the Party receiving it from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving party without the use of the disclosing Party’s Confidential Information.

1.6. “Customer” shall mean you, along with your Affiliates or Agents authorized to use the Services on your behalf.

1.7. “Customer Data” means electronic data and information submitted by or for the Customer to use the Services.

1.8. “Dashboard” means the interface which can be used by the Customer to manage and review its usage of the Services.

1.10. “Embed Code” shall mean the code to be installed on the Properties for enabling the Services as defined in Section 2.

1.11. “Malicious Code” shall include code, files, scripts, agents or programs by whatever name which are intended, or otherwise likely to disrupt, damage, prejudice or gain unauthorized access to a computer system or otherwise adversely affect their recipient or computer systems or infrastructure they are accessed or installed on, including, without limitation, viruses, worms, time bombs, ransomware, spyware, adware, and trojan horses.

1.12. “Property” shall mean a webpage, portal, mobile application, or platform owned or managed by the Customer on which the Services will be deployed.

1.13. “Service” means the products and services that are selected by Customer and are agreed to be made available by Wingify hereby.

1.14. “Term” means the initial Duration as well as subsequent renewal duration/s for the subscription of the applicable Services.

1.15. “User” means an end-user of Customer’s Properties or platform.

1.16. “Wingify Proprietary Material” means and includes software, algorithms, documentation, tools, techniques, methodologies or other material arising out of, or related to this Agreement. All such material is proprietary to Wingify.

2. SERVICES

2.1. Right to use the Services. Wingify grants Customer a limited, non-exclusive and non-transferable right to access and use the Services:

(i) as mentioned herein;

(ii) during the Term;

(iii) solely for Customer’s internal business purposes;

(iv) only as expressly permitted herein; and

(v) subject to, and in consideration of, the terms herein (including without limitation, the usage restrictions provided in Section 2.3, the customer dependencies in Section 3, and the payment obligations in Section 4).
The Services shall include the Dashboard which Customer will be able to access after signing up for the Service. The Dashboard will enable the Customer to provision, customize and manage the Services.

2.2. Right to Integrate Embed Code. All Services are hosted on infrastructure managed by Wingify. To use and integrate the Services, Customers will be required to install on their Properties the Embed Code which can be retrieved by the Customer from time to time through their Dashboard. Wingify may update the Embed Code from time to time and Customers are required to integrate and use the latest available versions of the Embed Code. Subject to the terms hereof, Wingify hereby grants a limited, revocable, non-exclusive, non- transferrable, non-sub licensable right to integrate the then-current version of the Embed Code with the Customer Properties solely as necessary to use the Services.

2.3. Usage Restrictions. Customer shall not, through act or omission:

(i) make the Services or the Embed Code available to anyone other than Customer or Agents or use any Service for the benefit of anyone other than Customer or its Affiliates, or otherwise sell, resell, license, sublicense, distribute, make available, rent or lease the right to use the Service or the Embed Code;

(ii) copy, modify, adapt, translate or otherwise create derivative works based on, or remove any proprietary notices or labels from, the Services or the Embed Code;

(iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Embed Code or attempt to gain unauthorized access to any Service or its related systems or networks;

(iv) permit direct or indirect access to or use of any Services in a way that circumvents their intended usage, or a contractual usage limit, or use any Services to access or use any of Wingify intellectual property except as permitted herein;

(v) use, post, transmit or introduce any software which interferes or attempts to interfere with the operation of the Embed Code or use the Services to store or transmit any Malicious Code;

(vi) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; and/or

(vii) build a product or service using similar ideas, features, functions or graphics of the Service or otherwise build a competitive product or service,

Customer acknowledges that Wingify may monitor the Customer’s use of the Services and report to the appropriate authorities any conduct by Customer or its Users that Wingify reasonably believes violates any applicable law.

2.4. Technical Support. Wingify offers technical support during the Term and the Customer may avail of the same through Dashboard. In providing technical support to the Customer for Services, Wingify agrees to:

(i) liaise with Customer on matters related to the use of, and the identification and resolution of errors in the Service, provided, however, that this shall not extend to the provision of training services;

(ii) utilize commercially reasonable efforts to provide the Services and rectify any reproducible errors for which Wingify is directly and solely responsible, and which have the data necessary to correct such errors is available to Wingify;

The above-mentioned Technical Support will be provided only for errors resulting solely from the malfunctioning of a Service provided by Wingify or Wingify’s failure to provide Services as agreed. For Wingify to correct the errors, the Customer must notify Wingify in writing of such errors within 30 days of receipt of the Services believed to contain the errors.

3. CUSTOMER DEPENDENCIES AND RESPONSIBILITIES

3.1. Customer Inputs. The Customer shall provide all necessary data or other required materials or information to Wingify on schedule or in a timely manner to enable Wingify to provide it with access to the Services. Customer hereby confirms the accuracy, legibility, and completeness of all data supplied to Wingify and acknowledges that it shall be solely responsible for the results obtained from Customer’s use of any of the Services, including the content, accuracy, completeness, competence, or consistency of all programs, files, documentation, test data, sample output, or other information, resources, personnel used by Customer and for all activities that Customer conducts with the assistance of the Services

3.2. Control of Account Information. Customer shall control, and be responsible for the use of, Account information, user ids, and passwords related to the Services, and where required.

3.3. Compatibility. Customer shall be responsible for verifying that the Services and the Embed Code are compatible with the Customer’s Properties, operations, equipment, or software.

3.4. Data Protection. The Customer, its Properties and their operations has complied with, and will continue to comply with all applicable laws relating to the collection, storage, processing and transfer of information pertaining to natural persons, and rules made thereunder along with the relevant terms of any privacy policies or consents made available by the Customer, to its Users or any other persons using the Properties, or their products and services. This shall include, without limitation, providing Users with sufficient notice of the nature of the Services, data being collected through them, and obtaining adequate consents and permissions for the collection and use of information that may be collected on any Properties, or maintained on any server or Service hosted or provided by Wingify. The Customer shall not collect, store or process any personally identifiable information (as such term is defined under applicable law) using the Service other than as agreed in the Data Protection Addendum located at data-protection-addendum.pdf. Customer shall ensure that any personal information stored by it shall be adequately encrypted or hashed at Customer’s end.

3.5. Supplemental Terms of Service for Third-Party Services Providers Integration. In the event the Customer has obtained the Services through Third-Party Services Providers, Customer and Wingify hereby agree and acknowledge that the Services provided thereof shall be pursuant to the “Exhibit A: Supplemental Terms of Service for Third-Party Services Providers” as attached herewith to this General Terms and Conditions. Customer and Wingify further mutually agree that contingent to the aforementioned condition, the “Exhibit A: Supplemental Terms of Service for Third-Party Services Providers” shall be integral for the Customer’s use of the Wingify Proprietary Material license and provision of Services contemplated hereunder.

4. TERM AND TERMINATION

4.1. Term. This Agreement shall be effective for the Duration. This Agreement shall not be terminated by either party for reasons other than as specified in this Section 5.

4.2. Renewal of Term. This Agreement shall automatically renew for additional, successive renewal Term(s) if so agreed upon mutually by both the parties. Unless otherwise agreed in writing, such renewal shall be on the same terms agreed herein. Either party may provide written notice of its intent to not renew at least thirty (30) days prior to the end of the then-current Term. Amazon may send the notice of non-renewal by email to support@vwo.com or use the cancellation option within the Dashboard.

4.3. Termination. Either party may terminate the Agreement, (i) if the other party commits a material breach of the Agreement and fails to cure such material breach within 30 days of written notice from the other party.
(ii) immediately if the other party becomes insolvent, has filed for bankruptcy, or if a notice or demand for winding up has been issued in respect of such party.

4.4. Termination or Suspension by Wingify. Wingify may, immediately through written notice, terminate or suspend this Agreement upon Wingify being of the reasonable opinion that the Customer’s use of the Services violates any applicable law, rule, or regulation. During any such suspension, the Customer will not be able to access the Services. Wingify will use commercially reasonable efforts to give Customer advance written notice of the suspension of Service unless law enforcement or governmental agency directs otherwise or suspension without notice is necessary to protect Wingify or its other customers.

4.5. Consequences of Termination. It is agreed that in case of termination of these Services, all the rights and licenses granted to the Customer under this Agreement shall cease to exist and Customer must immediately stop using the Services and remove the Embed Code from its Properties and infrastructure. The fees owed to Wingify as per this Agreement will not be cancelled or waived unless the termination arises solely due to a material breach of the Agreement by Wingify. Customer’s data and Account settings shall be irrevocably deleted between 45 to 90 days from the date of termination. It shall be Customer’s exclusive responsibility to secure all necessary data from Customer’s Account during such period.

5. INTELLECTUAL PROPERTY

5.1. Ownership. All intellectual property rights, including any software, owned by a party, its licensors, or subcontractors as on the effective date of this Agreement (and all improvements or developments thereto) shall continue to be owned by such party, its licensors or subcontractors and, except as expressly provided in this Agreement, the other party shall not acquire any right, title, or interest in or to such intellectual property rights. Wingify shall own all rights, titles, and interests in and to any materials created or developed by Wingify or its subcontractors for its internal use or for assisting Customer in the provision of the Services including the Wingify Proprietary Material and Customer does not acquire any interest, right or title thereto.

5.2. License of Customer Software and Intellectual Property. For the purposes of enabling the provision of Services or for debugging or troubleshooting of Services by Wingify’s support team, Customer agrees to grant to Wingify, access to any tool or application used by Customer to help in the resolution of the issue. Customer represents and warrants that: (a) Customer is either the owner of such tools or applications, or is authorized by the applicable owner to include it under this Agreement; and (b) Wingify has the right during the Term to access and/or use such tools and applications solely for the purpose of providing the Services to Customer as contemplated herein.

6. LIABILITY

6.1. No Warranties. Wingify provides the Service “AS IS”. Customer expressly agrees that use of the Service is at the Customer’s sole risk. Wingify hereby disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranty of merchantability or fitness for a particular purpose, and non-infringement. The Customer hereby agrees that the terms of this Agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement. The technical support mentioned in Section 2.4 shall be Customer’s sole and exclusive remedy in relation to the provision of Services under this Agreement.

6.2. No Third-Party Liability. Wingify does not make any representation or warranty regarding any third-party software, tools or services and shall not be liable for the actions or omissions of any third-party including, but not limited to, website hosting providers, server providers due to which the Services may be interrupted or user’s access to Dashboard may be affected. Where the Customer requests any integration to any third-party software, tools or services, Customer hereby consents to the transmission of Customer Data to such third-parties as may be required for the purposes of such integration at the Customer’s own risk.

6.3. No Liability for Customer Data. Except as otherwise provided in the Data Protection Addendum, Customer is solely responsible for its data including, but not limited to: (i) any claims relating to Customer Data; and
(ii) any claims that Customer Data infringes, misappropriates or otherwise violates the rights of any third
party and shall indemnify Wingify to the extent of such claim or violation.

6.4. Wingify Indemnity. Wingify shall indemnify Customer in relation to all claims (including third-party claims) that any Wingify Proprietary Material infringes any registered third-party intellectual property rights.

6.5. Customer Indemnity. Customer shall indemnify Wingify in relation to all claims (including third-party claims) arising from the breach of this Agreement by the Customer or for claims arising in relation to the Properties, Users or information collected from Users by Customers.

6.6. Exclusion of Indirect Damages. Wingify and its subsidiaries, affiliates, officers, employees, agents, partners, vendors, and licensors shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, loss of data, violation of data protection law and the like, that result from the use or inability to use the Service or from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission, regardless of whether Wingify has been advised of such damages or their possibility.

6.7. Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, Wingify’s aggregate liability under or in connection with the Agreement, whether arising from contract, negligence, tort, data protection law or otherwise, shall in any event not exceed (i) USD 17,500 for any claims related to the indemnification obligations of Wingify and for any breach of data protection obligations, and (ii) USD 3,500 for all other claims. Nothing herein shall limit, or is intended to limit, any liability that cannot be limited under applicable law.

7. GENERAL TERMS

7.1. Confidentiality. Each party undertakes in respect of Confidential Information for which it is the recipient:
(i) to treat such information as confidential; (ii) to disclose such Confidential Information only to those employees on a need to know basis who are directly involved in the performance of this Agreement, (ii) not to communicate or disclose any part of such Confidential Information to any third party without the disclosing party’s prior written consent, (iv) upon termination, expiry or at the request of the disclosing party, to return all such Confidential Information to the disclosing Party. The obligations in this Section 8.1 will not apply to any Confidential Information: (i) in the recipient’s possession (with full right to disclose) before receiving it; (ii) which is or becomes public knowledge other than by breach of this Clause; (iii) independently developed by the recipient without access to or use of the Confidential Information; or (iv) required to be disclosed in accordance with applicable laws and regulations, provided that to the extent permitted by applicable law, the recipient shall notify the disclosing party of such requirement prior to disclosure.

7.2. Privacy Policy. The terms and conditions of the privacy policy located at https://vwo.com/privacy-policy/ will govern all information or data collected through the website, vwo.com.

7.3. Intentionally Omitted.

7.4. Independent Contractors. The relationship of the parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employee, agent, partner, franchisor, franchisee nor legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.

7.5. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of India. Any claim or suit is brought in connection with this Agreement, shall be brought to the exclusive jurisdiction and venue of the courts of Delhi, India. In any action by Wingify for the recovery of fees due hereunder, Customer shall pay reasonable attorneys’ fees and costs in connection with such action.

7.6. Assignment. This Agreement and all rights and obligations may not be assigned in whole or in part by either party without the prior written consent of the other, except the rights and obligations of Wingify may be assigned to another entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of the voting securities and/or assets of such party. Any attempted assignment in contravention of this Section shall be void and of no effect.

7.7. Amendment. Wingify may update these terms from time to time, provided that if any amendment prejudicially affects the Customer in a material manner, Wingify shall notify the Customer of such amendment. Except for the foregoing, no waiver, amendment, or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of both parties.

7.8. No Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, will operate as a waiver of any such right, power, or remedy.

7.9. Non-solicitation. The Customer shall not, during the term of this Agreement, and for a period of one year after termination of this Agreement, solicit or recruit for employment any employee or personnel of Wingify.

7.10. Force Majeure. Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; acts of God or of the public enemy; governmental actions; acts of terrorism, strikes; communications, network/Internet connection, or utility interruption or failure; fire; flood; epidemic; and freight embargoes.

7.11. Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.

7.12. Prevailing Language. This Agreement has been prepared and executed in English. In the event of any conflict between the English version of this Agreement and any translation to any other language, the English version shall prevail for the purposes of interpretation.

7.13. Notice. All notices, statements, instructions, or consents required or allowed hereunder shall be sent to the other party in writing.

EXHIBIT A: SUPPLEMENTAL TERMS OF SERVICE FOR THIRD-PARTY SERVICES PROVIDERS

THE INDIVIDUAL WHO CLICKS THE BOX INDICATING ACCEPTANCE OR CLICKING,’ I AGREE TO THE TERMS’; (I) AGREES ON BEHALF OF THE ASSOCIATION, ENTITY, OR CORPORATION THAT SUCH INDIVIDUAL HAS READ, UNDERSTOOD AND ACCEPTS THESE SUPPLEMENTAL TERMS OF SERVICE; AND (II) REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND THE ASSOCIATION, ENTITY, OR CORPORATION AND ITS AFFILIATES TO THIS SUPPLEMENTAL TERMS OF SERVICE. IF SUCH AN INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE SUPPLEMENTAL TERMS OF SERVICE, SUCH AN INDIVIDUAL MUST NOT ACCEPT THESE SUPPLEMENTAL TERMS OF SERVICE AND IS NOT AUTHORIZED TO PROCEED TO USE VWO. THESE SUPPLEMENTAL TERMS OF SERVICE ARE EFFECTIVE BETWEEN THE CUSTOMER AND WINGIFY BY CLICKING ON THE ACCEPTANCE. THIS SUPPLEMENTAL TERMS OF SERVICE FOR THIRD-PARTY SERVICES PROVIDERS ARE TO BE READ IN CONJUNCTION WITH ANY UNDERLYING AGREEMENT BETWEEN THE CUSTOMER AND THE THIRD- PARTY SERVICE PROVIDER AS THEY ARE ADDITIONAL. WINGIFY RESERVES THE RIGHT TO CHANGE THESE SUPPLEMENTAL TERMS OF SERVICE FROM TIME TO TIME.

1. THIRD-PARTY INTEGRATIONS

In the event that the Customer integrates the Services with certain third-party websites and applications (“Third-Party Services”), such Third-Party Services shall be governed solely by the terms and conditions applicable to such Third-Party Services as agreed to between the Customer and the Third-Party Services providers. Wingify shall not be responsible or liable to the Customer or any third party regarding the functionality, changes to the features or specifications or availability of any such Third-Party Services. Customer agrees that it is solely responsible for complying with any agreement Customer may have with the provider of, or any terms of service for a Third-Party Service with which Customer uses Third-Party Services.

Further, Wingify makes no representation or warranty with respect to any Third-Party Service or any data obtained through the Third-Party Service or with the integration of the Third-Party Service. Customer to indemnify Wingify in case of any claims against Wingify resulting from Marchant’s integration with Third-Party Services

2. THIRD-PARTY SERVICE PROVIDER ACCOUNT ACCESS

Customer grants express permission to the Third-Party Services provider to access or connect to the “VWO Account” through the Third-Party Services integration on Customer’s “Website” and/or with the “VWO Account”. Customer will hold Wingify harmless and indemnity Wingify from any and all liability costs, claims or damages arising out of or related to any act or omission of any Third-Party Services provider with access to the Customer’s “VWO Account”. Customer shall change or remove permissions provided by the Customer pursuant to the access to “VWO Account” by contacting Wingify (info@wingify.com or support@vwo.com) or by contacting the respective Third-Party Services provider with whom the Customer has integrated or engaged with through the “Underlying Agreement”.

Further, if the Customer shares details of the login credentials, key, ID’s or the like to access the “VWO Account” to the Third-Party Services provider, Wingify shall not be liable for any acts and/or omissions pursuant to the activities undertaken by the Third-Party Services provider on the “VWO Platform”.

The Customer consents to and permits Wingify to share the Customer Data with the Third-Party Services provider integrated with VWO using following methods:

a. Automatic S3 integration with Customer Data export to bucket name: “ab-testing-report-bucket-prod”;
b. Third-Party Service provider via bwp-vwo-user@amazon.com shall have access to the specific Customer account and via through our teams;
c. Customer Data may be shared to the Third-Party Service provider via support, CSM teams of Wingify if requested by any @amazon.com email ID;
d. Webhook integration to inform Third-Party Service provider (through an Amazon provided domain) about the state of Services in VWO.

3. NO LIABILITY FOR CUSTOMER DATA SHARED WITH THIRD-PARTY SERVICE PROVIDERS

Customer may enable integrations between the Services and Third-Party Services, and by doing so, Customer shall automatically consent and instruct Wingify to share Customer Data (including, to the extent, any Personal Data) pursuant to the use of the Services with providers of such Third-Party Services in order to facilitate the integration; as appropriate for the interoperation of the Third-Party Services with the Services, Customer is responsible for providing all instructions to the Third-Party Service providers about the use and protection of Customer Data. The Customer Data shall automatically be shared with such Third-Party Service providers via the integrations of Third-Party Service providers with the Services.

The manner in which the Third-Party Service provider uses, stores, and discloses such Customer Data shall be governed solely by the policies of the Third-Party Service provider, and Wingify shall not have any liability or responsibility for the privacy practices, data protection standards or other actions by the Third-Party Service provider.

Further, any data obtained by the Customer through Third-Party Services shall be deemed to be “Customer Data” which shall include “Customer Data” and “User Data”.

4. LIABILITY DISCLAIMER

WINGIFY SHALL NO BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE OF THE THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO ANY SYSTEM FAILURES, NETWORK ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER INTERRUPTIONS.

PURSUANT TO THE THIRD-PARTY SERVICE INTEGRATIONS BY THE CUSTOMER, WINGIFY SHALL NOT BE LIABLE FOR (I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS, (II) ANY CHANGES WHICH THE THIRD-PARTY SERVICE PROVIDER MAY MAKE TO THE THIRD-PARTY INTEGRATION OR ANY THIRD-PARTY SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE THIRD-PARTY INTEGRATION OR ANY THIRD-PARTY SERVICES (OR ANY FEATURES WITHIN THE THIRD-PARTY SERVICES) PROVIDED THEREWITH, OR (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO PROVIDE ANY DATA TRANSMITTED BY OR THROUGH YOUR USE OF THE THIRD-PARTY INTEGRATION OR THIRD-PARTY SERVICES.

5. PREVAILING LANGUAGE

In the event there exists a conflict with the terms and conditions contained herein and the “Underlying Agreement” between the Third-Party Services provider and the Customer or between the Customer and Wingify with specific and explicit regard to the rights, duties and obligations of the Customer enlisted hereinabove, this Supplemental Terms of Service For Third-Party Service providers integration shall govern, control and prevail.