Draft. Not yet reviewed by counsel. These terms were written from the standard shape of a B2B SaaS agreement and Wisy's existing Privacy Policy. They must be reviewed and approved by a lawyer before this page goes live.
Effective Date: To be confirmed
These Terms of Service ("Terms") govern your access to and use of the Wisy platform, including https://wisy.ai, any site that links to these Terms, and our mobile applications (collectively, the "Services"). The terms "Wisy," "we," and "us" mean Wisy Platforms, Inc., together with our affiliates and subsidiaries.
By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.
If you do not agree to these Terms, do not use the Services.
1. The Services
Wisy provides software for retail execution, including image recognition of retail shelves, prioritized field actions, and reporting to your organization. We may change, add to, or discontinue features of the Services over time. Where a change materially reduces functionality you rely on, we will give you reasonable notice.
Access to the Services is governed by the written agreement between Wisy and your organization (an "Order Form" or "Master Services Agreement"). Where that agreement conflicts with these Terms, that agreement controls.
2. Accounts and access
You are responsible for keeping account credentials confidential and for all activity under your account. Notify us promptly at legal@wisy.ai if you believe an account has been used without authorization.
You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Services.
3. Your data
You retain all rights in the data, images and content you or your users submit to the Services ("Customer Data"). You grant Wisy a worldwide, non-exclusive licence to host, process, transmit and display Customer Data solely to provide and support the Services, and to improve them in accordance with the agreement between us and our Privacy Policy.
You are responsible for having the rights necessary to submit Customer Data, including any permissions required to photograph premises or to process personal data contained in what you submit.
4. Acceptable use
You agree not to:
- use the Services in violation of any applicable law or regulation;
- attempt to gain unauthorized access to the Services, or to any account, system or network connected to them;
- reverse engineer, decompile or disassemble any part of the Services, except where that restriction is prohibited by law;
- resell, sublicense or provide the Services to a third party except as permitted in your agreement with us;
- interfere with or disrupt the integrity or performance of the Services; or
- use the Services to store or transmit malicious code, or material that is unlawful, defamatory or infringing.
5. Intellectual property
The Services, and all software, models, documentation, designs and trademarks associated with them, are and remain the property of Wisy and its licensors. These Terms grant you a limited, non-exclusive, non-transferable right to use the Services during your subscription term, and no other rights.
Feedback you choose to give us about the Services may be used without restriction or obligation to you.
6. Third-party services
The Services integrate with third-party systems, including ERP, business intelligence and point-of-sale platforms. Your use of those systems is governed by their own terms, and we are not responsible for them. We do not control, and are not liable for, the availability or accuracy of third-party services.
7. Fees
Fees, billing frequency and payment terms are set out in your Order Form. Unless stated otherwise there, fees are non-refundable, and amounts are exclusive of taxes, which you are responsible for.
8. Term and termination
These Terms apply for as long as you use the Services. Either party may terminate in accordance with the agreement between us. On termination, your right to access the Services ends, and we will make Customer Data available for export for the period described in that agreement, after which we may delete it.
Sections that by their nature should survive termination, including intellectual property, disclaimers, limitation of liability and governing law, will survive.
9. Disclaimers
The Services are provided "as is" and "as available." To the maximum extent permitted by law, Wisy disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.
Wisy uses machine learning models to interpret images and generate recommended actions. Those outputs are probabilistic and may be incomplete or incorrect. You are responsible for decisions you make based on them.
10. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, arising out of these Terms, even if advised of the possibility.
Wisy's total liability arising out of or relating to these Terms will not exceed the amounts paid by you to Wisy in the twelve months preceding the event giving rise to the claim.
11. Indemnification
You will defend and indemnify Wisy against third-party claims arising from your Customer Data or your use of the Services in breach of these Terms. Wisy will defend and indemnify you against third-party claims that the Services, as provided by us, infringe that third party's intellectual property rights.
12. Changes to these Terms
We may update these Terms from time to time. Where a change is material, we will give notice through the Services or by email before it takes effect. Continuing to use the Services after a change takes effect means you accept the updated Terms.
13. Governing law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.
14. Contact
Questions about these Terms can be sent to legal@wisy.ai.