End-User License Agreement

This End-User License Agreement (“Agreement”) is entered by and between:

Licensor:

Wisy Platforms Inc. (WISY)

End-User:

By installing, copying, or otherwise using the Solution (as defined below), you, the End-User, agree to be bound by the terms of this Agreement.

The Licensor reserves the right to change or modify any of the terms and conditions contained in the Agreement without notice and all such revisions are effective immediately upon posting and apply to all access to and continued use of the solution.

BY DOWNLOADING/INSTALLING/USING THE SOLUTION, YOU:

• ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THIS AGREEMENT;
• YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH US; AND,
• YOU AGREE IF YOU ACCESS THE SOLUTION FROM A JURISDICTION WHERE IT IS NOT PERMITTED, YOU DO SO AT YOUR OWN RISK. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/INSTALL/USE THE SOLUTION.

Definitions

1. Solution refers to the computer program, application, or other digital product provided by the Licensor, including any updates, upgrades, or accompanying documentation.

2. Device refers to the hardware on which the Solution is installed or used.

License

Subject to the terms and conditions of this Agreement, the Licensor grants the End-User a non-exclusive, non-transferable, revocable license to install and use the Solution on a single Device for non-commercial purposes.

You shall not:

• copy the Solution, except as expressly permitted by this Agreement;
• modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Solution;
• reverse engineer, disassemble, integrate, modify, remove, decompile, decode, create derivative works or updates of, adapt, or otherwise attempt to derive or gain access to the source code of the Solution or any part thereof;
• remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Solution, including any copy thereof;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Solution or any features or functionality of the Solution, to any third party for any reason, including by making the Solution available on a network where it is capable of being accessed by more than one device at any time; or
• remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Solution.

User Content

The Solution may provide you with the opportunity to create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or in the Solution, including but not limited to text, writings, video, audio, photographs, graphics, comments, feedback, or personal information or other material (collectively, “Content”). You are responsible for your use of the Solution and for any Content you provide, including compliance with applicable laws, rules, and regulations.

We do not assert any ownership over your Content. You retain full ownership of all of your Content and any intellectual property rights or other proprietary rights associated with your Content. We are not liable for any statements or representations in your Content provided by you in any area in the Solution. You are solely responsible for your Content related to the Solution and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Content.

Collection and Use of Your Information

You acknowledge that when you download, install or use the Solution, WISY may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Solution. All information we collect through or in connection with this Solution is subject to our Privacy Policy https://wisy.ai/privacy-policy/. By downloading, installing, using and providing information to or through this Solution, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Updates

WISY may from time to time in its sole discretion develop and provide Solution updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that WISY has no obligation to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:

• the Solution will automatically download and install all available Updates; or
• modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Solution;
• you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Solution or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Solution and be subject to all terms and conditions of this Agreement.

Term and Termination

The term of Agreement commences when you download/install the Solution and will continue in effect until terminated as provided herein (the “Term”). You may terminate this Agreement by deleting/uninstalling the Solution and all copies thereof from your Device. WISY may terminate this Agreement at any time without notice if it ceases to support the Solution, which WISY may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all use of the Solution and delete all copies of the Solution from your Device and account. Termination will not limit any of WISY’s rights or remedies at law or in equity.

Warranties

The Licensor warrants that:

1. The Solution shall substantially conform to its published specifications.

THE SOLUTION IS PROVIDED “AS IS,” AND THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOLUTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The licensor does not warrant that the use of the solution will be uninterrupted or error-free. The end-user accepts that solutions in general are prone to bugs and flaws within an acceptable level as determined in the industry.

Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

Governing Law

This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

Entire Agreement

This Agreement constitutes the entire and only agreement between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledge that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of this Agreement, save those expressly set out in this Agreement, and that they shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of WISY.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

Acceptance

By installing, copying, or otherwise using the Solution, the End-User acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.