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End User License Agreement

WizyEMM - End User License Agreement

June 25th, 2019



Welcome to WizyEMM Enterprise Mobility Management service (WizyEMM). Please read this end user license agreement carefully.

This End User License Agreement (EULA) is a legal agreement between the company WizyEMM Solutions Sarl, 231 rue Saint Honoré, 75001 Paris, France (WizyEMM), established under French law, and you. If you are agreeing to this EULA not as an individual, but on behalf of your company, then ‘Customer’, ‘you’ or ‘your’ means your company. PLEASE READ THIS EULA CAREFULLY. BY CLICKING ON THE ‘I ACCEPT’ BUTTON OR BY USING THE PRODUCTS, YOU REPRESENT TO US THAT YOU HAVE REVIEWED THE TERMS OF THIS EULA, HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THE COMPANY (WHERE APPLICABLE), AND AGREE TO BE BOUND BY THIS EULA. THIS EULA DOES NOT NEED TO BE SIGNED IN ORDER TO BE BINDING.


1. EULA SCOPE
  • This EULA governs your use of Products (as defined below) as well as any future Products made available by WizyEMM to you. This EULA includes the terms of any purchase orders for the Products submitted directly to WizyEMM or through an authorised reseller or distributor of WizyEMM (Purchase Order) and incorporates any other referenced policies and attachments.
  • This EULA applies to Products purchased directly from WizyEMM or through authorised resellers or distributors of WizyEMM. This EULA applies to Products purchased online using an automated online process as well as offline using a document process.
2. WizyEMM PRODUCTS
  • This EULA governs your use of: (i) WizyEMM including any software updates (Products), and (ii) any support or maintenance services provided by WizyEMM or associated materials.
3. LICENSE RIGHTS AND TERM
  • 3.1. Licence and Term

  • WizyEMM grants to you for the Licence Term a personal, revocable, non-transferable, non-sublicensable and non-exclusive right to use the Products under the terms of this EULA. The term of your licence to use the Products (Licence Term) will be set out in your Purchase Order, as approved by WizyEMM or any authorised resellers or distributors of WizyEMM, and/or on your invoice notification that you will receive from WizyEMM or any authorised resellers or distributors of WizyEMM. This EULA is in effect for as long as you have a valid License Term. This EULA will expire at the end of your Licence Term, unless terminated earlier in accordance with its terms.
  • 3.2. Products in the Cloud

  • Products are provided as Software as a Service in the cloud: (i) you acknowledge that these Products are on-line, subscription-based services and that WizyEMM may make changes to such Products and associated services from time to time; (ii) the on-line, subscription-based services are subject to use specifications and licence limits, as set out at [link to Product description] and you must only use the Products in accordance with those specifications and limits..
  • 3.3 Term and Pricing for Online Sales at www.wizyemm.com

  • The Licence term for online sales is a monthly licence ending the last day of each calendar month, with automatic unlimited renewal. If you wish to end the subscription, click on the Cancel subscription button in WizyEMM subscription portal. The subscription will be immediately cancelled.
  • Billing is issued each month on the last day of each calendar month, based on the number of devices enrolled the last day of the month multiplied by the price per device excluding taxes as indicated on our Website pricing page.
  • The number of devices enrolled the last day of the month is supposed to be representative of the number of devices enrolled throughout the month. If this is not the case, WizyEMM reserves the right to use the highest number of devices enrolled during any day of the calendar month as the basis of the monthly invoicing.
  • In case of Subscription cancelation, the last invoice will be issued on the cancelation date, based on the highest number of devices enrolled during any day of the calendar month and the pricing per device will be based on a full month usage. We do not prorate our invoices based on the number of days used in any calendar month.
  • Online Payment is processed using the payment service of www.stripe.com. WizyEMM does not store, neither has access to the payment details registered in Stripe.
4. CUSTOMER DATA
  • 4.1. Rights to Customer Data

  • You will retain all right, title and interest in and to Customer Data (as defined below) in the form provided to WizyEMM. Subject to the terms of this EULA, you hereby grant WizyEMM a non-exclusive, worldwide, royalty-free, perpetual, sub-licensable and irrevocable licence to collect, use, copy, store, transmit and modify Customer Data to the extent necessary to: (i) provide the applicable Products to you; (ii) perform its obligations under this EULA; and (iii) allow WizyEMM to use aggregated and unidentifiable data regarding Product usage collectively derived from Customer Data for the purposes of: (A) providing comparative analysis of Product usage to WizyEMM’s other customers; (B) preparing articles, reports or research papers which may be made publicly available; and (C) developing and commercialising other products and services to WizyEMM’s customers.
    You warrant that you have obtained all consents and made all necessary disclosures pursuant to applicable laws for the purpose of WizyEMM exercising the benefit of the licence granted to it under clause 4.1.
    ‘Customer Data’ means any of your data, content, code or other materials of any type that interacts with, may be accessible to, or is managed by the Product or otherwise, including personal information
  • 4.2. Customer Data security and Privacy

  • WizyEMM uses and implements market standard security practices to protect Customer Data it collects from authorised access or use. However, WizyEMM cannot guarantee that security practices will be error-free, that transmissions of Customer Data will always be secure or that unauthorised third parties will never gain access to Customer Data. Details of WizyEMM’s security practices are available at WizyEMMmay access identifiable Customer Data when WizyEMM is providing account support and also during system maintenance work.
  • WizyEMM is compliant with the EU General Data Protection Regulation 2018 (GDPR)
  • 4.3 Customer indemnity for Customer Data

  • You indemnify WizyEMM from and against any loss, cost, liability or damage for which WizyEMM becomes liable arising from or relating to any claim relating to Customer Data, including but not limited to any claim brought by a third party alleging that Customer Data, or your use of the Products: (i) infringes or misappropriates the intellectual property rights of a third party; (ii) violates applicable law; or (iii) breaches the warranty in clause 4.1.
  • 4.4 Authorised Use of Promotional Material

  • You grant WizyEMM the right to use your company’s name and logo for promotional purposes; including, but not limited to, WizyEMM’s website, press releases, and in advertising and promotional material, unless indicated otherwise by written notice to WizyEMM.
5. PRODUCT SUPPORT AND ACCOUNT REGISTRATION
  • During the Licence Term, WizyEMM will provide support at this link: Support
    for the Products as set out at this link Products .
6. PRICING and TAXES
  • WizyEMM’s Products are priced in Euro (€) in Europe (EU, UK and Switzerland) and US Dollars (USD) outside Europe. Taxes are billed separately. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the Wizy Services by any authority.
7. PRODUCT DELIVERY
  • Where a Purchase Order for Products is created, WizyEMM will enable access for you to the Products as set out in the Product description at this link Products
8. WARRANTY DISCLAIMER
  • All Products are provided on an ‘as is’ basis. To the extent permitted by law, WizyEMM disclaims and make no express or implied warranties, conditions, representations or guarantees that: (i) the Products are of merchantable quality or are fit for a particular purpose; (ii) the use of the Products will be secure, timely, uninterrupted or error free; (iii) the Products will operate in combination with any other hardware, software, system or data; (iv) errors or defects will be corrected; or (v) the Products or any servers used to deliver the Products are free of viruses or other harmful components. WizyEMM is not obligated to provide any updates to the Products.
9. LIMITATION OF LIABILITY AND INDEMNITY
  • 9.1 Consequential loss

  • To the extent permitted by law, WizyEMM will not be liable to you for any loss of use, lost data, failure of security mechanisms, interruption of business, or any indirect, special, incidental, or consequential loss of any kind (including lost profits, loss of goodwill, anticipated savings, or anticipated revenue), whether in contract, tort (including negligence), statute or otherwise whether or not such loss may reasonably be supposed to have been in the contemplation of both parties at the commencement of this EULA.
  • 9.2 Liability cap

  • To the maximum extent permitted by law and subject to clause 9.1, WizyEMM’s aggregate liability arising under or in connection with this EULA to you (whether in contract, tort (including negligence), statute, equity or otherwise) is limited to the aggregate amount of fees paid by you to WizyEMM in the 6 month period immediately preceding the date of the first cause of action giving rise to a claim (Liability Cap ). The Liability Cap does not apply to WizyEMM’s liability under the indemnity referred to in clause 10.4.
  • 9.3 Indemnity

  • You are fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your use of the Products. You will indemnify, hold harmless and (at WizyEMM’s option) defend WizyEMM from and against any claim, loss, cost, liability or damage, including legal fees, for which WizyEMM becomes liable arising from or relating to: (i) any breach or alleged breach by you of any term of this EULA; or (ii) your use of the Products.
10. INTELLECTUAL PROPERTY AND RESTRICTIONS ON USE
  • 10.1. Intellectual Property

  • WizyEMM owns all right, title and interest (including all intellectual property rights) in or relating to the Products and, no rights to such intellectual property are granted to the Customer, except as expressly provided in this EULA. You will not and will not permit any third party to: (i) modify, duplicate, disassemble, or attempt to reverse engineer the Products; (ii) remove or erase the software from the Products, or otherwise try to disable or alter the Products functionality; or (iii) load any other software onto the Products. WizyEMM Products are made available to you on the express condition that this does not convey any licence, expressly or by implication, to manufacture, modify, duplicate, or otherwise copy or reproduce any Product or component thereof.
  • 10.2. Protection of Proprietary Rights

  • If you become aware that you or any third party is infringing or misappropriating any intellectual property rights in or relating to any Product (including the trade marks), then you must promptly notify WizyEMM in writing and cooperate with and assist WizyEMM, at WizyEMM’s expense, in the protection of such intellectual property rights.
  • 10.3. Sublicensing

  • You agree you may not sublicence or lease the Products.
  • 10.4. WizyEMM indemnity

  • Subject to clause 9.1, WizyEMM will defend you against any claim brought against you by a third party alleging that a Product, when used in accordance with this EULA, infringes a registered patent or any copyright (Claim), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to by WizyEMM as part of a settlement arising out of a Claim, provided that we have received from you: (i) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (ii) reasonable assistance in the defence and investigation of the Claim, including providing us with a copy of the Claim and all relevant evidence in your possession, custody or control; and (iii) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim.
11. TERMINATION
  • 11.1 Termination for Cause

  • Either party may terminate this EULA immediately if the other party breaches a term of this EULA, and the breaching party fails to cure the breach within 15 days of receipt of written notice from the non-defaulting party. In addition, either party may immediately terminate this EULA upon: (i) the insolvency of the other party; (ii) the institution of any proceeding in relation to the credit standing of the other party, such as bankruptcy, reorganisation, rehabilitation or composition, by or against the other party; or (iii) the appointment of any receiver or trustee for the other party.
  • 11.2. Effect of Termination

  • Termination of this EULA will not release either party from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination. Upon termination of this EULA, each party will return (or destroy) any Confidential Information (as defined below) of the other party in its possession. The following provisions of this EULA will survive any termination of the EULA: clause 4.3, clause 8, clause 9, clause 10, clause 11 and clause 12, together with any other provision which by its nature is intended to survive termination of this EULA.
12. MISCELLANEOUS
  • 12.1 Confidentiality

  • Any and all non-public information provided directly or indirectly by one party (the Disclosing Party) to the other party (the Receiving Party) related to the business or technology of the Disclosing Party (collectively, Confidential Information), will be kept confidential by the Receiving Party and may not be used, except as necessary in the performance of the Receiving Party’s obligations under this EULA. The Receiving Party agrees to limit access to the Confidential Information to those of its employees or contractors as are reasonably required for the purpose of performing the Receiving Party’s obligations under this EULA or otherwise in connection with the use of the Products and will ensure that each such employee or contractor is subject to an agreement with the Receiving Party with respect to third party confidential information substantially as protective of the Disclosing Party’s Confidential Information as the provisions of this clause 12.1. Notwithstanding the foregoing, Confidential Information does not include any information that the Receiving Party can verify based on its written records was: (a) already lawfully in the Receiving Party's possession without confidentiality obligations prior to receiving it from the Disclosing Party; (b) independently received from a third party without an accompanying duty of confidentiality and without breach of such third party’s obligations of confidentiality; (c) becomes available in the public domain through no action or inaction of the Receiving Party; or (d) developed independently by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information. If the Receiving Party becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, the Receiving Party will provide the Disclosing Party with prompt written notice, if legally permissible, and will use its best efforts to assist the Disclosing Party in seeking a protective order or another appropriate remedy.
  • 12.2 Notices

  • All notices required or permitted under this EULA must be in writing, including notices sent by email, and will be deemed received: (i) for email notices, upon the time the email enters the information processing system that the recipient has designated or uses for the purposes of receiving email (as provided below); or (ii) for mailed notices, one day after deposit with a commercial express courier specifying next day delivery, or two days for international courier packages specifying two-day delivery, with written verification of receipt by the courier. All notices to Customer will be sent to the email address or postal address provided at the time of application. All notices to WizyEMM will be sent to support@wizyemm.com.
  • 12.3 Governing Law

  • This EULA is governed by the laws of France. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of France and any courts which have jurisdiction to hear appeals from any of those courts in respect of any proceedings in connection with this EULA.
  • 12.4 Severability

  • Any provision of, or the application of any provision of this EULA, which is prohibited, void, illegal or unenforceable in any jurisdiction: (i) is, in that jurisdiction, ineffective only to the extent to which it is void, illegal, unenforceable or prohibited; (ii) does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions of this EULA in that or any other jurisdiction; and (iii) is severable from this EULA and will not affect the remaining provisions of this EULA.
  • The application of this clause 12.4 is not limited by any other provision of this EULA in relation to severability, prohibition or enforceability.
  • 12.5 Assignment and novation

  • WizyEMM may assign or novate, in whole or in part, any of its rights or obligations under this EULA upon written notice to the Customer. The Customer cannot assign or novate any of its rights or obligations under this EULA, in whole or in part, without the prior written consent of WizyEMM.
  • 12.6 Amendment to terms

  • From time to time, WizyEMM may modify this EULA. We will use reasonable efforts to notify you of these changes through communications through our website or other forms of communication.
  • You acknowledge and agree that WizyEMM may amend the terms and conditions of this Agreement at any time, with notice given to Customer by email or through the Product (in the case of significant amendments).
  • Customer must notify WizyEMM within thirty (30) days of notice of the amendments that Customer does not agree to such changes, and WizyEMM (at its option and as Customer’s exclusive remedy) may either: (a) permit Customer to continue under the prior version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will apply) or (b) allow Customer to terminate this Agreement.
  • 12.6 Subcontracting

  • WizyEMM may subcontract its obligations under this EULA to any third party at any time without notice to you.
  • 12.7 Dispute resolution process

  • If a dispute arises between the parties in respect of or in connection with this EULA (including the validity, breach or termination of it), then without prejudice to any other right or entitlement they may have pursuant to this EULA or otherwise, the parties will explore whether the dispute can be resolved by agreement between them using informal dispute resolution techniques such as negotiation, mediation, independent expert appraisal or any other alternative dispute resolution technique. The rules governing any such technique adopted may be as agreed between the parties or, if the parties are unable to agree on a technique, such technique as is recommended by the Law Society of France. If the dispute is not resolved by agreement within thirty (30) days’ written notice by one party to the other of the dispute (or such further period agreed in writing between the parties), either party may refer the dispute to the courts.