These Terms form a binding agreement that has been entered into by WIZ CONNECTED LIGHTING COMPANY LIMITED (“WiZ”, “We”, “Us”) and the organization that is indicated in the Account (“Customer”) for the Subscription to WiZ Pro from WiZ.
Customer has confirmed its acceptance of these Terms in one or more of the following ways: (i) by checking the “I Accept” box in the web application; or (ii) the access or use of WiZ Pro by Company or any of its Authorized Users.
1.
General
1.1.
Scope. These Terms set forth the general terms and conditions that apply to the Subscription to WiZ Pro. Additional technical, commercial and operational details of WiZ Pro shall be set forth in the Documentation.
1.2.
Definitions. The following terms when capitalized in these Terms will have the meaning assigned to them hereunder:
Account means the account that WiZ will create for the Customer to access and use WiZ Pro by Authorized Users of Customer.
Affiliate means an entity owned by, Controlling, Controlled by, or under common Control with, directly or indirectly, a party, where Control (or Controlling) means that more than fifty (50%) of an entity’s shares or ownership interest representing the right to make decision for such entity are owned or controlled, directly or indirectly, by another entity.
Authorized User means an individual for whom at the direction of Customer access and use WiZ Pro has been granted under an Account.
Confidential Information means information of a confidential and/or proprietary nature which relates to either of the party’s and/or its Affiliates’ products (hardware and software), services, technology, business plans, product plans, customers, specifications, designs, costs, prices, business opportunities, know-how, trade secrets, inventions, techniques, processes, algorithms, software programs, schematics and any other business or technical information, and that is marked as “confidential” (or words with similar import) on any tangible manifestation or if disclosed otherwise, the disclosing Party advises the receiving Party before or at the time of disclosure that it will be disclosing Confidential Information, or of which the confidential nature is reasonably apparent under the circumstances. All software and all accompanying operating Documentation and manuals provided by WiZ are Confidential Information.
Customer Information means all information, content, materials and data that Customer provides WiZ in using WiZ Pro.
Data means digitally stored information collected, processed, generated and/or stored by or via WiZ Pro.
Documentation means the documentation provided by WiZ (or posted on its website) in connection with WiZ Pro, including any user manuals and user instructions or other WiZ Confidential Information, all as WiZ may update from time to time.
Force Majeure means any circumstances or occurrences beyond the reasonable control of WiZ, whether or not foreseeable at the time of entering into an agreement under these Terms, as a result of which WiZ or suppliers of WiZ or other third parties on which WiZ Pro rely (including connectivity and communication services) cannot reasonably perform its obligations, including acts of God, natural catastrophes including earthquake, lightning, hurricane, flooding or volcanic activities or extreme weather conditions, strikes, lock-outs, war, terrorism, political or civil unrest, riots, vandalism, industry-wide shortages, breakdown of plant or machinery, fault or loss of electricity supply, cyberattacks and hacking.
Hardware means any products, systems and other equipment and materials used in connection with WiZ Pro.
High Risk Applications means applications or activities where the use or failure of WiZ Pro could lead to death, personal injury, or environmental damage.
IPR means patents, utility models, registered and unregistered designs, copyrights, database rights, trademarks, domain names, trade secrets, know-how, semiconductor IC topography rights and all registrations, applications, renewals, extensions, combinations, divisions, continuations or reissues of any of the foregoing.
Network means the IT, internet and telecommunication network, connected to or used to enable the use of WiZ Pro.
Non-WiZ Application means any web-based, mobile, offline or other software application, functionality, product or service or consulting service that interoperates with WiZ Pro but that is not part of WiZ Pro.
Open Source Software means any software that is licensed under open source license terms that require as a condition of use, modification or distribution of a work: (i) the making available of source code or other materials preferred for modification, (ii) the granting of permission for creating derivative works, (iii) the reproduction of certain notices or license terms in derivative works or accompanying documentation, or (iv) the granting of a royalty-free license to any party under IPR regarding the work or any work that contains, is combined with, requires or otherwise is based on the work.
Personal Data means any information relating to any identified or identifiable natural person(s).
Prices means the fees (if any) set forth in the Documentation, or otherwise communicated by WiZ to Customer, for Subscription or otherwise concerning WiZ Pro (as amended from time to time by WiZ).
Subscription means the non-exclusive, non-transferable, limited right to access and use WiZ Pro during the applicable Subscription Period in accordance with these Terms.
Subscription Period means the period(s) for which Customer has access to a Subscription to WiZ Pro.
Third Party Material has the meaning set forth in Section 2.4.
WiZ Pro means the certain access and use rights with respect to WiZ Pro web application, including the Documentation, that WiZ (or any of its Affiliates) will provide to Customer (and/or its Authorized Users) as part of the Subscription that Customer has access to.
2.
Subscription to WiZ Pro
2.1.
General. WiZ will grant Customer a Subscription to WiZ Pro. Customer is not allowed to use WiZ Pro in any other way than explicitly permitted under the Subscription, and shall in no event be allowed to transfer, sublicense resell, distribute, lease, rent, loan, time-share, operate as a service bureau or otherwise distribute or provide access to WiZ Pro other than to Authorized Users, or otherwise generate income from WiZ Pro.
2.2.
Availability and Performance. WiZ Pro is provided on an “as is” and “as available” basis. To the full extent permissible by applicable law, WiZ and its Affiliates, licensors and suppliers expressly disclaim any and all representations, warranties and endorsements of any kind, express or implied, including without limitation warranties of title, merchantability, fitness for any particular purpose, non-infringement of any third party IPR or as to the operation, performance, accuracy, completeness, usefulness, availability, reliability and security of WiZ Pro. Neither WiZ nor its Affiliates, licensors or its suppliers warrant that (i) WiZ Pro will be uninterrupted, timely, secure, complete, or error free; and/or (ii) the results that may be obtained from the use of WiZ Pro will be complete, correct, accurate, secure, reliable, or otherwise meet Customer’s requirements. WiZ does not warrant any Third-Party Materials.
2.3.
Exclusions. Unless agreed otherwise by WiZ, WiZ Pro exclude: (a) the supply, delivery, installation, commissioning, maintenance, repair or other servicing of any Hardware; (b) any training; (c) variations to WiZ Pro to meet any specific or custom requirements; (d) any asset or data configuration, importation, or exportation, including uploading data into or extracting data from WiZ databases; (e) any licenses and associated fees for use of the Network or any browser; (f) any review, analysis, validation or warranty of compliance that a system, as designed or installed, complies with any applicable codes, laws, regulations or standard pertaining to required lighting levels.
2.4.
Third-Party Materials. Customer acknowledges that WiZ Pro may include and/or rely on the availability and correct functioning of products, software, data, components or services from third party suppliers and service providers (“Third-Party Materials”), including cloud hosting services and the connectivity and communication services from mobile operators. If applicable, the terms and conditions of such third party will govern Customer’s use of such Third-Party Materials. Upon Customer’s request, WiZ will identify such Third-Party Materials. WiZ has no responsibility or liability with respect to Third-Party Materials, including discontinuation, downtime, unavailability, or degradation of WiZ Pro due to any failure, update, discontinuation or modification of Third Party Materials or any part thereof, e.g., operator’s sunset/shutdown of a connectivity or communication technology/network. WiZ will have no support, maintenance or other obligations or liability with respect to Third-Party Materials.
2.5.
Non-WiZ Applications used in connection with WiZ Pro. In the event that Customer uses any Non-WiZ Applications in connection with WiZ Pro, any acquisition by Customer of such Non-WiZ Application and the use and performance thereof (including any exchange of data) is solely between Customer and the applicable third party provider. Unless as specifically agreed otherwise, WiZ does not support such Non-WiZ Applications and MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, even if WiZ designates Non-WiZ Applications as “compatible”, “certified” or otherwise. If Customer elects to use a Non-WiZ Application in connection with WiZ Pro, Customer grants WiZ permission to allow the Non-WiZ Application and its provider to access Data and/or Customer Information as required by that Non-WiZ Application, including for the interoperation of that application with WiZ Pro. WiZ Pro may contain features designed to interoperate with such Non-WiZ Applications. WiZ does not guarantee the continued availability of such features and may stop providing these without liability or compensation. WiZ is not responsible for any disclosure, modification or deletion of Data and/or Customer Information resulting from access by the provider of such Non-WiZ Application or its provider. Customer shall ensure that Customer has obtained all rights to develop and use Non-WiZ Applications and to integrate these with WiZ Pro, as applicable, and shall comply with any related terms of service of Non-WiZ Applications. The terms of this Section also apply where Customer uses Philips (or any brand owned by Signify group of companies) branded products, services or applications in connection with WiZ Pro that are not part of WiZ Pro as per the Documentation.
2.6.
Changes. Customer acknowledges that WiZ may discontinue, change, suspend and/or remove functionality and features of WiZ Pro, including changes to working methods, communication systems, software or any other elements of WiZ Pro.
3.
Customer Obligations
3.1
Compliance. Customer is solely responsible for Customer Information and configuring and using WiZ Pro, including maintaining appropriate security, integrity and backup of its content. Customer is responsible at all times and will be liable for any use of its Account and any failure of Authorized Users to comply with the provisions of these Terms as if such failure was the act or omission of Customer.
3.2
Conditions of Use/ Restrictions.
3.2.1.
Customer shall use WiZ Pro only for its intended purposes and use cases and in accordance with all instructions contained in the Documentation. Customer shall not and shall not allow others to rely on WiZ Pro or Data for High Risk Applications.
3.2.2.
In the event of an error while using WiZ Pro, Customer shall provide WiZ with alerts or error messages and support WiZ in updating WiZ Pro.
3.2.3.
Customer shall not perform (or permit) any activity other than normal use in accordance with the Documentation or with the prior approval by WiZ. In the event of any unauthorized actions, WiZ may suspend Customer’s access to WiZ Pro until the unauthorized actions have been restored to its original compliant state.
3.2.4.
With respect to WiZ Pro, Customer shall not (or permit): (i) transfer, copy, reproduce, distribute, modify, adapt, alter, translate, or create derivative works of software or Documentation; (ii) assign, sublicense, lease, rent, loan, transfer, disclose, or otherwise make these available; (iii) merge or incorporate these with or into any other software or application; (iv) reverse assemble, decompile, disassemble, or otherwise attempt to derive the source code or the algorithmic nature thereof, or decode, de-crypt, remove, circumvent or neutralize any security measures or other protection thereof; or (v) perform any action in a manner that would require WiZ Pro, or any derivative work thereof, to be licensed under Open Source Terms, including but not limited to combining these or a derivative work thereof with Open Source Software, by means of incorporation, linking or otherwise; or using Open Source Software to create a derivative work thereof. Customer acknowledges that third parties may own IPR related to WiZ Pro (and/or Hardware that WiZ uses in the performance of WiZ Pro). Customer shall reproduce, without any amendments or changes, any proprietary rights legends of WiZ or its third-party suppliers in any software or Documentation provided by WiZ.
3.2.5.
All Authorized Users of Customer must be older than 18 years.
3.2.6.
If WiZ is required to conduct troubleshooting, (remote) monitoring, maintenance or any other diagnostic review as part of WiZ Pro, Customer hereby authorizes WiZ (and its designees) to make use of and access Customer’s Network, free of charge to the extent required for such purposes. Customer will be solely responsible for providing a Network suitable for properly utilizing WiZ Pro. Customer agrees that Network instability or unavailability (whether due to maintenance, internet outages, or other unanticipated circumstances or events), may affect the performance of WiZ Pro.
3.2.7.
WiZ may set certain usage, data usage and/or data exchange limits in the Documentation and perform related monitoring activities.
3.3
Customer Warranty. Customer represents and warrants it has the full right, power, and authority to grant the rights under these Terms without violating any law, ordinance, rule or other governmental restriction applicable to the Customer. Customer will own (or will have appropriate rights to) all Customer Information, warrants to the accuracy, quality and legality thereof, including the means by which these are acquired and used with WiZ Pro. WiZ will be entitled to rely on the quality and accuracy thereof. Customer is solely responsible and liable for instructions, data or content transmitted, run, used, processed, interfaced, uploaded, transferred or saved via WiZ Pro. WiZ has the right to remove such data or content immediately and/or suspend the use of WiZ Pro, without incurring any liability or obligation.
3.4
Non-Compliance; Indemnification. Customer shall indemnify, defend and hold harmless WiZ and its Affiliates, and their officers, directors, agents, employees, successors, and assigns from and against all losses, liabilities, costs and expenses arising out of or in connection with any claim by third parties for any loss, damage or injury or death caused or alleged to be caused by a breach by Customer and/or any of its Authorized Users of any of the provisions of these Terms, including the negligent use or application of WiZ Pro, or any modification or integration of WiZ Pro into products or services not authorized by WiZ.
4.
Customer Account(s)
4.1.
Account. To use WiZ Pro, WiZ may provide Customer with an Account. Customer will be solely responsible for:
4.1.1.
the accuracy, quality and legality of Customer Information submitted to WiZ to setup an Account;
4.1.2.
maintaining the confidentiality and security of an Account (including passwords) and to prevent unauthorized use of an Account and Software Service(s). Section 5.4 will apply; and
4.1.3.
where applicable, setting and allocating different user profiles to its Authorized Users with associated access rights and capabilities for WiZ Pro, and to keeping these access rights up to date at all times during the Subscription Period. Customer shall notify WiZ timely of any changes in access rights and capabilities, including any changes in the role or employment of any Authorized User.
5.
Data
5.1.
Personal Data. Capitalized terms used in Section 5 that have not been defined in these Terms of Service will have the meanings as set forth in the GDPR.
5.2.
Data Controller. If, as part of Wiz Pro, Signify or Customer Processes any Personal Data in the capacity of a Data Controller, each Party shall comply with Applicable Data Protection Laws. Where Wiz Processes Personal Data as part of its own legitimate business purposes, it will do so in accordance with the Wiz Privacy Notice which is available on https://www.wizconnected.com/en-US/privacy-notice/.
5.3.
Data Processor. If, as part of Wiz Pro, Wiz Processes any Personal Customer Data as a Data Processor:
5.3.1
International transfers. Wiz may transfer or allow access to Personal Customer Data from any country in which Wiz and/or its Affiliates (or their respective subcontractors) are located. To the extent Wiz and/or its Affiliates (or their respective subcontractors) will Process Personal Customer Data originating from EEA countries in a non-EEA country, such will be recorded in the applicable Data Processing Schedule and Parties will enter into the relevant EU standard contractual clauses, unless: (a) the European Commission has issued an adequacy decision for the non-EEA country or countries to which Wiz transfers or makes available, Personal Customer Data; or (b) another transfer mechanism that is in compliance with Applicable Data Protection Laws would apply to the transfer of Personal Customer Data to these countries. Customer must ensure that transfer of Personal Customer Data outside of the jurisdiction from which it has been made available to Wiz or from which it has originated, is compliant with Applicable Data Protection Laws.
5.3.2
Customer shall obtain all necessary consents, permissions and licenses from and give necessary notices to all third parties, including its Authorized Users, that may be required: (i) for Customer to have the legal right to transfer (including remote access) Personal Data to Wiz; (ii) to enable Signify to transfer and/or Process Personal Data for the purpose of providing the Wiz Pro to the Customer. Customer hereby warrants that under the Applicable Data Protection Laws it is authorized to give access to Personal Data and consents for the Processing thereof by Wiz and/or its Affiliates (or their respective subcontractors) for the purpose as described in the Documentation.
5.4.
Wiz shall:
5.4.1
implement and maintain appropriate administrative, physical, and technical safeguards for the protection of Personal Customer Data against unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure, in accordance with industry standards and taking into account the nature, scope, context and purposes of the Processing of Personal Customer Data as well as risks related thereto for Data Subject.
5.4.2
only Process Personal Customer Data as is necessary for the fulfilment of its obligations under the Documentation or as required by Applicable Data Protection Laws or any authority requirement.
5.4.3
ensure that subcontractors it may engage for the Processing of Personal Customer Data agree in writing to substantially the same obligations as are imposed on Wiz with respect to such Processing.
5.4.4
Process Personal Customer Data in accordance with Customer’s reasonable instructions as set forth in the applicable Data Processing Schedule. If Wiz is prevented from Processing the Personal Customer Data according to the instructions of the Customer or to the provisions of the Documentation due to the Applicable Data Protection Laws, Wiz will inform the Customer.
5.4.5
bind Personnel engaged in the Processing of Personal Customer Data by customary written confidentiality obligations. Wiz shall limit access to Personal Customer Data to those of its Personnel engaged in performing the services related to Wiz Pro in accordance with the Documentation.
5.4.6
comply with Customer’s reasonable instructions with respect to transfer, retention and deletion of Personal Customer Data.
5.4.7
notify Customer without undue delay and no later than 48 hours after becoming aware of any actual Personal Data Breaches with respect to the Personal Customer Data. and cooperate and assist Customer in relation to any Personal Data Breach.
5.4.8
reasonably assist Customer to fulfill Customers’ obligation to respond to requests of Data Subjects. In the event that Wiz receives any privacy-related inquiries, requests and/or complaint from Data Subjects, Wiz will without undue delay and no later than 3 business days inform Customer thereof.
5.4.9
notify Customer, without undue delay, of any request for disclosure of Personal Customer Data by a law enforcement authority unless prohibited by any law, regulation or order.
5.4.10
Upon Customer’s request, make available to Customer all information necessary to demonstrate compliance with Applicable Data Protection Law.
5.4.11
reasonably cooperate to Personal Customer Data Processing activities audits conducted by (of for) the Customer, subject to acceptance by Customer or any of its delegates of reasonable confidentiality undertakings that Wiz may set.
5.5.
In the event of changes to the Applicable Data Protection Laws impacting the Processing performed within the Documentation, the Parties shall amend this Section 5 and/or the Data Processing Schedule(s) accordingly, as appropriate.
5.6.
Data. Customer acknowledges and agrees that WiZ and/or its Affiliates (or their respective subcontractors) may collect information and Data from WiZ Pro (including from any (third party) products, systems or other services provided in conjunction with WiZ Pro and/or the use thereof. Customer hereby grants WiZ and/or its Affiliates, subcontractors, licensors and suppliers a perpetual, irrevocable, royalty-free, worldwide license to the Data, at any time during the Subscription Period and afterwards, in its sole discretion for any purposes whatsoever, including but not limited to, to aggregate or compile Data with other data, create IPR or derivative works and analyses, to modify or adapt Data to provide, maintain, and improve products and services, and to develop new products or features or services. WiZ shall ensure that the use of Data will exclude any Personal Data.
5.7.
Geolocation Data. WiZ and/or its Affiliates (or their respective subcontractors) may provide certain features or services as part of WiZ Pro that rely upon device-based location information, which use GPS (where available) and/or cell tower locations and or recorded information. To be able to provide such features or services (where available) WiZ and/or its Affiliates (or their respective subcontractors) must collect, use, transmit, process and maintain location data of certain equipment, including but not limited to the geographic location of certain Hardware and information related to WiZ Pro. This includes device or equipment types. Subject to Section 7 (Confidentiality), Customer agrees (and will cause its Authorized Users to agree) that WiZ and its partners may collect, use, transmit, process and maintain such location and Account and subscriber data to provide and improve such features or services.
5.8.
Security. Customer shall apply adequate technical and security measures, which provide protection against unlawful access to WiZ Pro and prevent unauthorized access to or use of WiZ Pro. Customer shall immediately (an in any event within 12 hours) notify WiZ of any security breach, lost passwords or unauthorized access or use of its Account and cooperate with WiZ to mitigate and resolve such incident. Customer will at all times comply with the security guidelines provided by WiZ.
6.
Subscription Period; Suspension & Termination
6.1.
Subscription Period. Unless a Subscription is terminated earlier in accordance with these Terms, WiZ shall provide to Customer access and use of WiZ Pro for the Subscription Period.
6.2.
Consequences of Termination. In case of termination of a Subscription, (i) all applicable rights and licenses granted to Customer will immediately cease and Customer's access to use WiZ Pro and data collected in the Customer's Account will cease immediately; (ii) Customer shall return, delete (including from all hard disks and memory) or destroy (and a duly appointed officer shall certify to such destruction) all information disclosed to Customer, including software, and all copies thereof; (iii) all Prices and any reasonable costs and expenses incurred by WiZ for any activities related to work performed by WiZ prior to such termination will become immediately due and payable.
6.3.
Survival. In the event of termination of a Subscription, the terms and conditions destined to survive such termination will so survive. Termination will not affect the rights of the Parties accrued up to the date of termination.
7.
Confidentiality; Communications
7.1.
Confidentiality. Each Party shall keep any Confidential Information received from the other Party confidential by employing adequate procedures for safeguarding Confidential Information at least as rigorous as a Party uses for its own confidential information but no less than a reasonable degree of care, and Parties shall use Confidential Information only for the purpose of and consistent with these Terms. Without prior written consent of the disclosing Party, the receiving Party agrees not to disclose any of Confidential Information, not to make use thereof other than for the performance of the provisions of these Terms, to release it only to employees who have a reasonable need to know the same, and not to release or disclose it to any third parties.
7.2.
Publicity. WiZ and their Affiliates are entitled to refer to Company for promotional, sales and/or training purposes in all media of expression.
8.
Price and Payment
8.1.
Price. Customer shall pay to WiZ the Prices
8.2.
Taxes. All Prices are in the currency as specified and net of any costs, any taxes (excluding taxes on WiZ's net income) duties or other fees, now or hereafter imposed by any governmental authority, including but not limited to value added tax (VAT), sales tax, goods and services tax (GST), consumption tax and similar taxes, withholding taxes, import and export duties ("Taxes"). Customer shall bear all Taxes on amounts to be paid pursuant to these Terms, or which otherwise arise out of or are imposed on any transactions pursuant to these Terms and WiZ may add these to the Prices or invoice separately and Customer will reimburse WiZ promptly on first request. Customer shall not withhold any Taxes from payments to be made to WiZ pursuant to these Terms, except if any governmental authority, now or hereafter, requires Customer to do so. In that event Customer may deduct such Taxes from its payments, provided however that the amounts payable to WiZ shall be grossed up with such additional amounts that after such withholding WiZ will receive the same net amount as if no such withholding would have been required.
8.3.
Invoices. WiZ may invoice Customer the Prices and may require an advance payment of (part of) the Prices. Customer shall make the net payment within thirty (30) days of date of invoice to the designated bank account of WiZ. Customer shall pay all amounts due to WiZ in full without any set-off, counterclaim, deduction or (tax) withholding.
8.4.
Collection Fees. In the event Customer fails to make any payment due under these Terms on the date due, then, whether or not WiZ has made a formal demand for payment and in addition to any other rights and remedies available to WiZ, to the extent permitted by applicable law: (i) all amounts due from Customer will be considered payable and non-disputed, admitted debt; (ii) Customer shall pay WiZ interest on all due amounts, at the rate of eighteen percent (18%) per annum or the applicable statutory rate, whichever is lower, and shall pay WiZ all costs of payment collection, including attorneys' fees; and (iii) WiZ may cancel any credit issued to Customer and require, to its satisfaction, that Customer provides (additional) security, pre-payments or deposits, and may implement additional conditional payment terms or accelerate payments schedules for any outstanding performance.
9.
Intellectual Property
9.1
IPR Ownership. All IPR in and/or in relation to WiZ Pro (including any Documentation, manuals and operating documentation relating thereto) or in any materials (including software) provided or made available for access and use under WiZ Pro will vest in WiZ or a WiZ nominee, or its suppliers as the case may be. Customer will have no title to or interest in any such IPR.
9.2
Feedback. WiZ is entitled to use in any way or form any ideas, suggestions, feedback or recommendations by Customer to WiZ regarding WiZ Pro("Feedback"), without payment of royalties or other consideration to Customer. WiZ will own all IPR in Feedback and Feedback is WiZ's Confidential Information. WiZ is entitled to use output, deliverables and creations resulting from WiZ Pro and Feedback for its own publicity or promotional purposes.
9.3
Third Party IP Claims. Customer shall promptly notify WiZ of any third party claim alleging that (any part of) WiZ Pro infringes any third party IPR ("IP Claim"). In the event of an IP Claim, WiZ may, in order to limit or avoid liability, terminate or suspend access to (part of) WiZ Pro covered by the IP Claim, without liability to Customer.
9.4
Legal IP Proceedings. In the event that an IP Claim results in any legal proceedings against Customer, (i) Customer hereby gives WiZ full and exclusive authority, at the option and cost of WiZ, to settle or conduct the defense of the IP Claim; (ii) Customer shall provide WiZ with all assistance as WiZ may reasonably require in connection therewith; and (iii) Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of WiZ without the prior consent of WiZ.
9.5
Unauthorized Use. Customer shall notify WiZ immediately if Customer becomes aware of any unauthorized use of (any part of) WiZ Pro or IPR therein (including in respect of Hardware) and will provide reasonable assistance to WiZ and/or its suppliers in taking steps necessary to defend the rights of owners.
10.
Limitations of Liability
10.1.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WIZ, ITS AFFILIATES AND ITS SUPPLIERS WILL NOT BE LIABLE TO CUSTOMER, CUSTOMER'S AFFILIATES, AND AUTHORIZED USERS OR REPRESENTATIVES UNDER OR IN CONNECTION WITH THESE TERMS FOR (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMUNITION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OF WiZ PRO; (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) HARDWARE, INCLUDING ANY LABOR COSTS ASSOCIATED WITH UNINSTALLING OR REINSTALLING HARDWARE; (F) CLAIMS BY THIRD PARTIES OR THE PUBLIC, OR (G) FOR ANY OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, ATTORNEYS FEES, COURT COSTS, OR ENHANCED, EXEMPLARY OR PUNITIVE DAMAGES. REGARDLESS OF WHETHER BASED UPON A CLAIM OR ACTION OF TORT, CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
10.2.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WIZ AND ITS AFFILIATES' AGGREGATE LIABILITY TO CUSTOMER AND/OR ITS AFFILIATES OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR ACTIONS ARISING FROM OR RELATED TO THESE TERMS WILL IN NO EVENT EXCEED €50.
10.3.
These Terms will not establish, in and of themselves, any duty or liability on the part of WiZ or its Affiliates to third parties or the general public.
10.4.
In order to be entitled to make a valid claim, Customer shall notify WiZ of any such claim within thirty (30) days of the date of the event giving rise to the claim, and any lawsuit relating to a claim must be filed within one (1) year of the date of such notification. Claims that are not brought or filed in accordance with the preceding sentence will be null and void.
11.
Miscellaneous Terms
11.1
Export. Customer acknowledges and agrees that certain products, technologies and related transactions of WiZ may be subject to export control laws and regulations that prohibit export or diversion of certain products and technology to certain countries, including UN, EU and US export control laws and regulations. Customer shall comply in all respects with all applicable export controls regulations and, if applicable, all export, re-export and transfer restrictions set forth in export licenses (if any) for WiZ Pro and/or any technology, documentation or web or mobile application provided to Customer.
11.2
Compliance with Laws. Each Party shall at all times comply with all applicable local and international laws and regulations.
11.3
Audit. WiZ (by itself or through its third-party designees) reserves the right to monitor and periodically audit Customer's compliance with its obligations under these Terms. Customer shall provide WiZ (or its third-party designees) all reasonable assistance and access to enable the performance of such audit.
11.4
Force Majeure. WiZ will not be liable for any breach or failure to perform resulting from a Force Majeure event. If a Force Majeure event occurs, WiZ's performance will be suspended for the period of such Force Majeure event. In the event that Force Majeure event extends (or is reasonably expected by WiZ to extend) for a period of three (3) consecutive months, WiZ will be entitled to cancel all or any part of these Terms without any liability towards Customer.
11.5
Assignment. Customer shall not assign any Subscription, or any of its rights or obligations under these Terms, without the prior consent of WiZ. WiZ may delegate, assign, sell, novate or subcontract in part or in whole its obligations and rights (including receivables) under these Terms to any of Affiliates or any third party without the prior consent of Customer - and if such consent would be required under applicable law, such consent is herewith provided -, in which event Customer shall cooperate with WiZ's efforts, including providing relevant information, executing documents and making payments to accounts or third parties as notified by WiZ. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Subject to the foregoing, these Terms will bind and inure to the benefit of each Party's permitted successors and assigns.
11.6
Modifications/Amendments. WiZ reserves the right to modify these Terms at any time. Customer's continued use of WiZ Pro will constitute Customer's consent to such modifications.
11.7
Governing Law & Forum. The laws of Hong Kong Special Administrative Region (“HKSAR”) will govern these Terms, without regard to conflict of law principles. The Parties agree that any legal action or proceeding with respect to the Terms will be brought only in courts of HKSAR, provided that WiZ will always be permitted to bring any action or proceedings against Customer in any other court of competent jurisdiction. Each party hereby consents to the jurisdiction of the aforesaid courts solely for the purpose of adjudicating its rights with respect to these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply. ANY ACTION, DEMAND, CLAIM OR COUNTERCLAIM ARISING UNDER OR RELATING TO THESE TERMS WILL BE RESOLVED BY A JUDGE ALONE AND EACH OF WiZ AND CUSTOMER WAIVE ANY RIGHT TO A JURY TRIAL THEREOF.
11.8
Additional Customer Terms. WiZ is not bound by and hereby expressly rejects Customer's general conditions of purchase and any additional or different terms or provisions appearing or referenced in any documents used by Customer.
11.9
Entire Agreement; Severability. These Terms constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior, written or oral agreements, proposals or understandings. Customer agrees that its Subscription is not (and will not be) contingent on the delivery of any future functionality or features of WiZ Pro. If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, the validity and enforceability of the remaining provisions of these Terms will not be affected.