Effective Date: August 20, 2019
Current Version : 2.0
For prior version, please click here.
Non-legalese, Simple English Summary
- You subscribe to our services for a specific term as mentioned in the Order Form, and your subscription gets renewed automatically at the end of each term.
- You can upgrade or downgrade the level of our services at any time of your usage; however, Wingify does not refund any fees in that case.
- If you wish to cancel your account, notify us at least 30 days before the end of your term (via an email to firstname.lastname@example.org or through the Dashboard). Upon cancellation, your data is deleted from the servers hosted by Wingify.
- If you use our services, we can use your business logo on our websites for promotional purposes.
Terms of Service
This agreement is entered between Wingify Software Private Limited, a company registered under Companies Act 1956 in India, having its registered office at 1104, 11th Floor, KLJ Tower North B-5, Netaji Subhash Place, Pitampura, Delhi – 110034, India, (hereinafter “Wingify”; or “VWO” which expression, unless repugnant to the context hereof, shall mean and include its successors, subsidiaries and assigns) and the payer or/and the recipient of services hereunder identified as part of the subscription process for Wingify Services, hereinafter referred to as “Customer or You”.
Please understand that by accepting these terms and conditions, Customer represents and warrants that Customer is major and thus legally capable to enter into a contract and in case Customer is acting on behalf of some business entity, Customer is duly authorized to enter into an agreement on behalf of the entity Customer is representing. Customer also represents and warrants that Customer is not a competitor of Wingify.
Therefore, by clicking “I agree”, ordering, and/or using Wingify’s services, Customer agrees to be bound by all of the terms and conditions of this agreement (hereinafter referred to as the “Agreement”).
Now, Whereas Customer and Wingify (each a “Party” and collectively “Parties”) both hereby agree to the terms and conditions hereof, the Order Form, the Data Protection Addendum (collectively the “Other Agreements”) hereinafter mentioned, each such Other Agreements being an integral part hereof. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified:
- “Account” means the self-service account created by or on behalf of the Customer or its Agents on VWO’s portal for using VWO Services.
- “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.
- “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.
- “Agreement” means this Master Service Agreement.
- “Confidential Information” means all information disclosed by either Party to the other which is in (i) tangible form and labeled “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, including. 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.
- “Customer” shall have the meaning ascribed to it in the Preamble hereto, along with its Affiliates or Agents authorized to use the Services on its behalf.
- “Customer Data” means electronic data and information submitted by or for the Customer to use the Services.
- “Dashboard” means the interface which can be used by the Customer to manage and review its usage of the VWO Services.
- “Duration” means the period commencing on the start date mentioned in Order Form and ending on the end date mentioned in Order Form. Duration will include one or more Terms as per the Order Form.
- “Embed Code” shall mean the code to be installed on the Properties for enabling the Services as defined in Clause 2;
- “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.
- “Order Form” means an ordering document or online order specifying the Services along with its features to be provided hereunder that is entered into between Customer and Wingify or any of their Affiliates, including any addendum thereto. By entering into the Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
- “Property” shall mean a webpage, portal, mobile application, or platform owned or managed by the Customer on which the Services will be deployed.
- “Service” means the products and services more fully described herein that are selected by Customer under the Order Form or online purchasing portal and are agreed to be made available by Wingify hereby.
- “Term” means the initial term as well as subsequent renewal term/s as per the Order Form for the subscription of the applicable Services.
- “User” means the end-user of Customer’s Properties or platform.
- “Wingify Proprietary Material” means and includes software, algorithms, documentation, tools, techniques, methodologies or other material arising out of, or related to this Agreement, which is not Work Product. All such material is proprietary to Wingify.
- “Work Product” means such reports, documentation, files, media and other materials created and produced by Wingify exclusively for Customer in connection with the Services rendered hereunder and is marked or designated as such on such material.
2. Scope of Service
Wingify enables Customers to deploy the following services on their Properties:
- VWO Testing, which enables Customers to optimize User experience by offering variants of the web pages or websites to Users and their interactions to such variants including by means of web a/b testing, split URL testing, and multivariate testing;
- VWO FullStack, which enables Customers to optimize User experience using A/B testing and other conversion tools on the mobile apps or backend/server-side or any other service or platform.
- VWO Insights, which aims to analyze User behavior with session replays, heat maps, form analytics, one-page surveys, funnel analysis, etc.
- VWO Engage, which aims to interact with Users through push notifications and Facebook messenger
- VWO Services, for the purposes of installation and implementation of the aforementioned services and
- VWO Plan, which enables customers to maintain a centralized repository of insights and testing ideas through hypotheses and observations.
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, manage and the above is an indicative list of Services currently available from Wingify and may be modified to add/remove/edit or rebrand Services.
All Services are hosted on infrastructure managed by Wingify. In order 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 will make available, from time to time, to the Customer the services (“Services”) mentioned in the Order Form mutually agreed between the Wingify and Customer. The Order Form will have details of the then-current subscription.
Wingify offers technical support for the Term and the Customer may avail of the same through Dashboard.
3. Right to Use Services
- Subject to the terms and conditions of this Agreement, [and during the currency of the Other Agreements], Wingify hereby grants a limited, revocable, non-exclusive, non-transferrable, non-sub licensable right to integrate the Embed Code with the Customer Properties solely as necessary to use the Services. This license is subject to the Customer not by act or omission, (i) copying, modifying, adapting, translating or otherwise creating derivative works of the Embed Code; (ii) reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the Embed Code, all except as expressly permitted by the law; (iii) renting, leasing, selling, assigning or otherwise transferring rights in or to the Embed Code; (iv) removing any proprietary notices or labels on the Embed Code; or (v) using, posting, transmitting or introducing any software which interferes or attempts to interfere with the operation of the Embed Code.
- Subject to the terms and conditions of this Agreement for the Term, Wingify grants Customer a worldwide, limited, non-exclusive and non-transferable right to access and use the Services as mentioned in Order Form, solely for Customer’s internal business purposes and only as expressly permitted in this Agreement.
4. Wingify’s Responsibilities, Representations, and Warranties
- In providing support to the Customer for Services, Wingify agrees to:
- 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;
- Utilize commercially reasonable efforts to 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; or at Wingify’s discretion, provide Service credit to Customer equivalent to the remaining fees on pro-rata basis. Wingify to the abovementioned Service credit will be only for errors resulting solely from the malfunctioning of a Service provided by Wingify.
- In order for Wingify to correct the errors or provide Service credits, the Customer must notify Wingify in writing of such errors within 30 days of receipt of the Services believed to contain the errors.
- The above mentioned support and credits will be Customer’s sole remedy in relation to the provision of Services under this Agreement.
- Wingify provides the Service “AS IS”. Customer expressly agrees that use of the Service is at the Customer’s sole risk. Wingify and its subsidiaries, affiliates, officers, employees, agents, partners, vendors, and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranty of merchantability, fitness for a particular purpose, and non-infringement. Customer hereby agree 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.
5. Customer’s Responsibilities, Representations, and Warranties
- Customer agrees to:
- 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;
- ensure accuracy, legibility, and completeness of all data supplied to Wingify and be solely responsible for the results obtained from Customer’s use of any of the Services;
- control, and be responsible for the use of, Account information, user ids, and passwords related to the Services and, where required.
- Customer will be responsible for, and assumes the risk of any issues or problems resulting from its consumption 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.
- Customer acknowledges that Wingify makes no representation, warranty, or assurance that Wingify’s software (including the Embed Code), and systems or the Services will be compatible with the Customer’s Properties, operations, equipment or software.
- Customer representations: Customer represents and warrants to Wingify that:
- The information Customer has provided for the purpose of establishing an Account with Wingify is accurate;
- 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) other than as agreed in the Data Protection Addendum located at https://vwo.com/downloads/legal/data-protection-addendum.pdf
Notwithstanding anything herein, where the Customer wants to store any personal information, it needs to be adequately encrypted or hashed at Customer’s end;
- Except for the personally identifiable information agreed between the parties in Data Protection Addendum, Wingify shall not be liable for the collection, storage or processing of any personally identifiable information by Customer further to this Agreement, whether through Wingify Services or otherwise; and
- Customer is solely responsible for its data including, but not limited to: (a) any claims relating to Customer data; (b) 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. Intellectual Property Rights and Ownership
- Ownership: All Intellectual Property Rights, including any Software, owned by a party, its licensors or subcontractors as on the effective date of this Agreement 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.
- Work Product: Upon the compliance with its obligations (including those pertaining to payment) under this Agreement, Customer shall own all rights, titles, and interests in any Work Product.
- Customer Rights: The Work Product shall constitute work-made-for-hire belonging exclusively to the Customer. To the extent that any Work Product does not constitute a work-made-for-hire owned by the Customer, Wingify agrees to assign and transfer all of its right, title and interest in such Work Product to the Customer. The Customer retains the right to modify the Work Product or to merge the Work Product into other documents or other materials owned or utilized by the Customer. Wingify shall not be liable for any third-party claims, liability or disputes pertaining to intellectual property-related aspects of the Work Product.
- The license of Customer Software and Intellectual Property: Customer agrees to grant to Wingify, solely for debugging and troubleshooting of Services by Wingify’s support team, 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 Intellectual Property Rights or Software or is authorized by its owner to include it under this Agreement; and (b) Wingify has the right during the Duration to use such Intellectual Property Rights and Software for the purpose of providing the Services to Customer as contemplated by this Agreement.
7. Service Usage Restrictions
Customer will not:
- Make any Service or content available to anyone other than Customer or Agents, or use any Service or content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in the Order Form;
- sell, resell, license, sublicense, distribute, make available, rent or lease any Service;
- use Service 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;
- use the Service to store or transmit Malicious Code;
- interfere with or disrupt the integrity or performance of Services;
- attempt to gain unauthorized access to any Service or its related systems or networks,
- 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 under this Agreement or the Order Form;
- modify, copy, or create derivative works based on the Service or any part, feature, function or user interface thereof,
- copy content except as permitted herein or in the Order Form; and
- except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to:
- build a competitive product or service;
- build a product or service using similar ideas, features, functions or graphics of the Service, and
- copy any ideas, features, functions or graphics of the Service.
8. Data Security & Privacy
Information Security Policy: Wingify will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, integrity, and privacy of Customer Data, as described in the Information Security Policy located at https://wingify.com/information-security-policy. These safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or its Agents).
9. Term, Termination, and Suspension of Service
- Term: This agreement is effective as per the Duration of the Order Form.
- Renewal of Term: This Agreement shall automatically renew for additional, successive renewal term(s) if mentioned in the Order Form. The renewal will be on the terms and conditions agreed herein unless either party gives the other written notice of non-renewal as per Clause 9(c) below.
- Notice for Non-Renewal: 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. Customer may send the notice of non-renewal by email to email@example.com or use the cancellation option within the Dashboard.
- Termination by Customer: Customer may terminate this Agreement or any applicable Order Form before the end of the Term without liability (except for amounts due for Services provided up to the effective date of termination) if Wingify:
- Fails to provide the Services in accordance with the terms of this Agreement, such failure causes material harm to Customer and Wingify does not cure the failure within 30 days of receipt of the notice in writing from Customer describing the failure, in reasonable details.
- Materially violates any other provision of this Agreement and fails to cure the violation within 30 days of receipt of the notice in writing from Customer describing the violation in reasonable details.
- In the event that this Agreement is terminated pursuant to this Clause, Wingify will refund the fees paid to it for the remainder of the Term after the effective date of termination.
- Termination / Suspension by Wingify: Wingify may terminate this Agreement and any applicable Order Form or suspend the Services before the end of the Term without liability:
- On 30 days’ notice to Customer, if Customer is overdue on the payment of any amount due under the agreed Order Form;
- if Customer materially violates any other provision of this Agreement and fails to cure the violation within 30 days’ notice in writing from Wingify describing the violation in reasonable detail;
- Immediately on written notice upon Customer becoming insolvent or bankrupt within the meaning of the Bankruptcy and Insolvency Laws; and
- Immediately on written notice upon Wingify being of the reasonable opinion that Customer’s use of the Services violates any applicable law, rule or regulation.
- During 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.
- Following termination: It is agreed that in case of termination of this Agreement or the Order Form, 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. Except as mentioned in Clause 9(d), the fees owed to Wingify as per this Agreement will not be canceled or waived. 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 prior to termination.
10. Fees, Billing, Taxes, and Charges
- Fees: The fees set forth in the Order Form shall be effective for the Term. In case of renewal of Term, change in Order Form or a new Order Form, the fee will be as per the then applicable pricing of Services. Customer agrees that:
- Fee is based on Services subscriptions purchased and not actual usage of the Service,
- payment obligations are binding, and fee paid is non-refundable, and
- no refund is allowed for downgrade of subscription mentioned in an active Order Form.
- Billing and Payment Arrangements: For payment, Wingify shall provide an electronic invoice to the Customer. Customer may view and print an invoice for Customer’s Account. Wingify will bill Customer upon execution of this Agreement at the fee set forth in Order Form on the date mentioned in the Order Form on a frequency mutually agreed in the Order Form for all recurring fees. If Customer fails to pay the fee within the time frame mentioned in the Order Form, 1.5% interest charge per month or the maximum rate permitted by law, whichever is lower, will be assessed on the unpaid amount after the due date as a late fee. The Customer acknowledges and agrees that the late fee represents a genuine pre-estimate of the possible damage that Wingify will suffer in the event of non-payment and/or delayed payment of the fees by the Customer. For recurring fees, no refund or adjustment for plan downgrades, upgrades, or elimination of plan features within the current billing period shall be issued. Invoices/payments are irrevocably deemed final and accepted by Customer unless disputed or sought clarification before subscribing to the Service.
- Payment by Credit Card/Wire Transfer/Cheque: If Customer is paying by credit card, the Customer shall at all times provide and keep current and updated Customer’s contact, credit card, if applicable, and billing information on the Dashboard. Customer authorizes Wingify to charge the Customer credit card or bank account for all fees payable at the beginning of the Term and all subsequent billing periods, including upgrades. Customer further authorizes Wingify to use a third party to process payments and invoicing and consents to the disclosure of Customer payment information to such third party. The collection, use and processing of the information would be in accordance with Clause 10.
- Taxes: Customer acknowledges that all applicable taxes, duties, or government levies whatsoever are not included in the fees and expenses charged under this Agreement. Customer will make timely payment of all such taxes, duties, or government levies related to this Agreement.
11. Limitation of Liability
- 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.
- 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 the amount paid by Customer under the Agreement in preceding 12 calendar months.
- Wingify will not use any of Customer’s Confidential Information except in connection with the performance of the Services or the exercise of its rights under this Agreement and will take all reasonable precautions to maintain the confidentiality of Customer’s Confidential Information and to prevent the unauthorized disclosure to others of the Confidential Information. Wingify shall implement industry-standard security procedures such as appropriate firewall, encryption, and access security measures to safeguard the Confidential Information.
- Wingify will only disclose the Confidential Information to those of its employees and permitted agents and subcontractors who have a need to know and require access to the Confidential Information as may be reasonably necessary for the exercise of Wingify’s rights and performance of the Services under this Agreement. Notwithstanding anything to the contrary in this Agreement, Wingify will not be required to keep confidential and may use or license without restriction, any ideas, concepts, know-how, or techniques related to information processing which are developed by Wingify in the performance of Services.
- Notwithstanding the foregoing, Wingify shall be permitted to:
- Monitor Customer’s use of the Services.
- Report to the appropriate authorities any conduct by Customer (or Customer’s customers or end-users) that Wingify reasonably believes violates any applicable law.
- Provide any information, including the Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from law enforcement or government agency or order of a court of competent jurisdiction
- Disclose Customer’s name with its other customers as a reference or as part of case studies and testimonials that Wingify is providing the Services to Customer at such places as Wingify may deem fit.
Parties shall indemnify, defend, and hold harmless each other (and their subsidiaries, affiliates, officers, employees, agents, partners, mandatories, vendors, and licensors) of any; and all claims (including third-party claims) arising as a result of or in relation to any breach of this Agreement or fault by the other party. Customer shall indemnify Wingify in relation to any activities conducted by Customer through the Services including any claims arising in relation to the Properties, Users or information collected from Users by Customers.
14. Modification of Agreement
Wingify may update, amend, modify, or supplement the terms and conditions of this Agreement from time to time and will notify Customer regarding the same. If at any time Customer does not agree with any amendment, modification or supplement to the terms and conditions of this Agreement, Customer may terminate this Agreement for convenience within 15 days of receipt of notice of the change and seek refund as per Clause 9 (d) (Term, Termination, and Suspension of Service). Customer’s continued use of Customer’s account and/or the services after the notice period will be conclusively deemed as acceptance by Customer of any such modifications or amendments.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India. Customer agrees, in the event, any claim or suit is brought in connection with this Agreement, it shall be brought to the exclusive jurisdiction and venue of the courts of Delhi, India. In any action to enforce this Agreement, including, without limitation, any action by Wingify for the recovery of fees due hereunder, Customer shall pay reasonable attorneys’ fees and costs in connection with such action.
In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement; and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
No waiver by Wingify of any breach by Customer of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.
Neither party may assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of the other party, which shall not be unreasonably be withheld; provided that Wingify may assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part: (i) to an affiliate of Wingify; or (ii) in connection with a merger, amalgamation or sale of all or a substantial part of the business of Wingify, which assignments and/or transfers shall operate novation and discharge Wingify hereunder. A change of control of Customer shall be deemed to be an assignment and transfer hereunder and will be governed by the requirements of this provision.
19. Free Trial
If a Customer registers for a free trial of the Services, Wingify will make the Services available on a trial basis and free of charge to the Customer until the earlier of:
- the end of the free trial period or the start date of Customer’s paid subscription.
- If Wingify includes additional terms and conditions on the trial registration web page, those will apply as well. During the free trial period,
- the Services are provided “as is” and without warranty of any kind,
- Wingify may suspend, limit, or terminate the Services for any reason at any time without notice, and
- Wingify will not be liable to Customer for damages of any kind related to Customer’s use of the Services. Unless Customer subscribes to the Services before the end of the free trial, all of Customer’s data on the Service may be permanently deleted at the end of the trial and Wingify may not be able to recover it.
20. Beta Services
- Wingify may from time to time make available to its Customers, several Services which are in the beta phase. Wingify will clearly highlight beta features in its Services to clearly differentiate them from the rest of the features. If Customer wishes to use such beta Services, this Clause will govern the use of such beta Services.
- Wingify grants Customer a non-exclusive, non-transferable right to use the beta Services for a period designated by Wingify for the purpose of testing and evaluation of such beta Service by providing Wingify with early feedback on the performance of beta Service, identification of any defects, reporting of any bugs, usability of beta Service, and ideas for improvement of beta Services.
- It is hereby clarified that the beta Services may contain bugs, errors, omissions, and other problems; and Wingify will not provide any support and maintenance for its beta Services. Customer hereby understands and accepts that any risk or damages arising out of the use or performance of the VWO beta Services will be Customer’s responsibility.
- The beta Services may not operate correctly and may be substantially modified prior to first commercial availability or may be withdrawn at any time. Although Wingify will make best possible efforts to intimate users of beta Services about any modification or termination of the beta Services ahead of time, Wingify reserves the right to modify or terminate the beta Services and Customers access to the beta Services for any reason, without notice, at any time, and without any liability to Customer. Once the beta Services are terminated, Wingify will not be obliged to provide continued access to data collected during the testing period. However, Wingify shall delete the data collected during the beta phase upon receipt of a written request for deletion of such data by Customer.
- Right to use the logo: Customer agrees to let Wingify use their organization’s logo in Wingify’s customer list and at other places including but not limited to its website, (including vwo.com) and promotional materials including the press release. This Clause will survive expiry or termination of this Agreement.
- 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.
- Force Majeure: The parties shall not be liable for any default or non-performance of obligations under the Agreement if such default or non-performance of obligations is caused by a Force Majeure Event. In the event of any intervening Force Majeure Event, the party so affected shall notify the other party, in writing, of such circumstances and the cause thereof, within 15 (fifteen) calendar days. Unless otherwise directed by the other party, the party pleading force majeure shall continue to render, perform or discharge other obligations as far as they can be reasonably fulfilled, and shall seek all alternative means for performance affected by the Force Majeure Event. In the event the delay continues for a period of more than 3 (three) months, the parties shall consult one-another in an endeavor to find a solution to the problem, failing which the Agreement (or the relevant part thereof) may be duly terminated in accordance with the procedure provided in this Agreement.
- Third-Party Liability: Wingify shall not be liable for the actions 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.