NON-LEGALESE, SIMPLE ENGLISH SUMMARY
- You subscribe to our services for a specific term (annual, half-yearly, quarterly or monthly), and your subscription gets renewed automatically at the end of each term
- You can upgrade or downgrade level of our services at any time of your usage, however Wingify does not refund any fees in that case
- If you stop using our services in between the term, we will not refund you the fees paid by you for the remaining term
- If you wish to cancel your account, notify us at least 15 days before end of your term (via an email to firstname.lastname@example.org or through product dashboard) . Upon cancellation, your data is deleted from our servers
- You can request to suspend your account and payments for future for a period of maximum one year. In such a case, at our discretion, we can suspend your account and retain your data for a maximum period of one year
- If you use our services, we can use your business logo on our websites for promotional purposes
- We may modify the terms at any point of time, but will let you know in advance
TERMS OF SERVICE
Please understand that by accepting these terms and conditions, Customer represents and warrants that the Customer is major and thus legally capable to enter in to contract and in case Customer is acting on behalf of some business entity, Customer is duly authorized to enter in to agreement on behalf of the entity Customer is representing. Customer also represents and warrants that the Customer is not a competitor of Wingify.
Now 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)
This agreement is entered between Wingify a company registered under Companies Act 1956 in India, having it’s registered office at E-170, Antriksh Apartments, Sector-14, Rohini, Delhi-110085, India and the payer or/and the recipient of services hereunder as identified as part of the subscription process for Wingify Services herein after called as “Customer”,
Now Whereas Customer and Wingify both hereby agree to the terms & conditions hereinafter mentioned:
1. SCOPE OF SERVICE:
Wingify offers Visual Website Optimizer / VWO services (The Service) which includes the following:
- Product’s application interface (the “Dashboard”). The service is hosted at the domain managed by the company.
- Product’s data collection and content delivery network.
- Support offered by the company primarily at address email@example.com.
2. FREE TRIAL:
If you register for a free trial of the Service, we will make the Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period or (b) the start date of your subscription. If we include additional terms and conditions on the trial registration web page, those will apply as well. During the free trial period, (i) the Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Service. Unless you subscribe to the Service before the end of the free trial, all of your data on the Service may be permanently deleted at the end of the trial, and we may not be able to recover it.
3. LAWFUL USE OF THE SERVICES:
Customer hereby agrees to use the services of Wingify only in authorized manner as per terms of services/ package selected. In case it is found that use of services violates the terms of this agreement or any other law, rule or regulation enacted by the concerned authorities from time to time, Wingify reserves it’s right to terminate the agreement with immediate effect.
4. WINGIFY’S RESPONSIBILITIES, REPRESENATIONS AND WARRANTIES:
In the performance of Services, Wingify agrees to:
- perform the Services to the best of its ability and with the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
- liase with Customer through Customer’s coordinator on matters related to the Services;
- notify Customer, whenever practicable, if expenses beyond the agreed charges may be incurred;
- invoice Customer according to the terms of this Agreement and the applicable Service Schedule for the Services performed; and
- Proceed according to Customer’s reasonable instructions for the disposition of Customer’s Data and supplies on the termination of any Service Schedule.
4.2 Reasonable Attempts to Correct Errors on Notice:
Wingify warrants that it will at its expense make commercially reasonable attempts to correct any errors for which Wingify is directly and solely responsible by rerunning the Service, provided that the Data necessary to correct such errors is available to Wingify; or at Wingify’s option provide a credit to Customer equivalent to the charge that would have been applicable for correcting that portion of the Service that is in error, such credit will be only for errors due solely to malfunction of a system or Software provided by Wingify or any error made by Wingify’s personnel in the performance of the Service. To obtain the rerun Service or the credit, Customer must notify Wingify in writing of such errors within thirty days of receipt of the Services believed to contain the errors.
5. CUSTOMER’S RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES:
Customer agrees to:
- provide all necessary Data and any special forms or other required materials or information to Wingify on schedule or in a timely fashion to enable Wingify to provide the Services;
- ensure the 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;
- liase with Wingify through a coordinator Customer will identify, on matters related to the Services and authorize that coordinator to make decisions on behalf of Customer in relation to the implementation of this Agreement and the Services and any changes thereto;
- comply with Wingify’s security and operating procedures (as may be revised or amended by Wingify from time to time) when Customer’s employees or agents are interfacing with Wingify installed systems;
- control, and be responsible for the use of, account information, user ids and passwords related to the Services and, where required, when interfacing with Wingify installed systems;
5.2 Customer Representations:
Customer represents and warrants to Wingify that: (a) the information Customer has provided for the purpose of establishing an account with Wingify is accurate, and (b) Customer has complied with and will continue to comply with all applicable privacy laws and has obtained and will continue to obtain the requisite privacy consents in the collection and use of all information that may be collected on any website or maintained on any server hosted by Wingify.
6. TERM, TERMINATION AND SUSPENSION OF SERVICE:
6.1 Initial Term:
The initial subscription term shall begin on the effective date of your Subscription and expire at the end of the period selected during the subscription process.
6.2 Termination by Customer:
Customer may terminate this Agreement before the end of the Term without liability (except for amounts due for Services provided up to the effective date of the termination) if “Wingify” (a) 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 10 days of receipt of notice in writing from Customer describing the failure in reasonable detail; or (b) materially violates any other provision of this Agreement and fails to cure the violation within 30 days of receipt of notice in writing from the Customer describing the violation in reasonable detail.
6.3 Termination by “Wingify”:
“Wingify” may terminate this Agreement before the end of the Term without liability (a) on 7 business days’ notice to Customer if Customer is overdue on the payment of any amount due under this Agreement; (b) if Customer materially violates any other provision of this Agreement and fails to cure the violation within 10 days’ notice in writing from “Wingify” describing the violation in reasonable detail; or (c) immediately on written notice upon Customer becoming insolvent or bankrupt within the meaning of the Bankruptcy and Insolvency Laws.
6.4 Following termination:
It is agreed that in case of termination, the fees owed to Wingify as per this agreement will not be cancelled or waived. Customer’s data and account settings shall be irrevocably deleted within 30 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.
6.5 Suspension of Service.
Wingify will be entitled to suspend the Service without liability if (a) Wingify, acting reasonably, believes that the Service is being used in violation of this Agreement or any applicable law; (b) Customer is in breach of any material term of this Agreement including, without limitation, failing to pay invoiced amounts in full within 30 days of the Due Date. The Customer will not be able to access any files on Wingify’s servers during a suspension of Service. Wingify will use commercially reasonable efforts to give the Customer advance notice in writing of a suspension of Service unless a law enforcement or governmental agency directs otherwise or suspension without notice is necessary to protect Wingify or its other customers. A suspension of Service under this subsection will not be considered a breach by Wingify of the terms of this Agreement.
6.6 Term of suspension and retention of data:
Wingify shall keep the account of customer suspended for the reasons stated in para (v) above for a maximum period of 1 Year, thereafter the account stands deleted and customers data/information shall be deleted from the database of Wingify. But on special request and on being assured by the customer about resumption of services, Wingify may extend the period of suspension and retain the data/information for further specified period of time as agreed.
6.7 Renewal of Term:
Unless one of us gives the other written notice that it does not intend to renew the subscription, the paid subscription and this Agreement will automatically renew for the period selected by the customer in its latest term ("Renewal Subscription Term"). Written notice of non-renewal must be sent at least 15 days in advance of the end of the Subscription Term. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available at https://visualwebsiteoptimizer.com/signup.php. Should you decide not to renew, you may send the notice of non-renewal by email to firstname.lastname@example.org or use the cancellation option within the product interface.
7. FEES, BILLING, TAXES, CHARGES:
The fees set forth in the order form created at the outset of “Customer’s” account shall be effective for the Initial Term and each renewal Term of this Agreement, provided that Wingify shall have the right to revise these fees at any time upon thirty (30) days written notice to Customer. In the event that Customer does not agree with such fee revision, Customer shall have the right to terminate this Agreement upon thirty (30) days written notice, provided that such notice of termination must be received within thirty (30) days of date of notice of the fee increase.
7.2 Billing and Payment Arrangements
Wingify will bill Customer on a annual/monthly/quarterly/half yearly or any other mutually agreed period basis for all recurring fees (refer the link for payment/subscription plans). One‐time fees, including late payment fees, invoice processing fees, and returned check fees may occur at any time. No refunds or adjustment shall be issued for one‐time fees. For recurring fees, no refund or adjustment for plan downgrades, upgrades or elimination of plan features within the current billing term shall be issued. Invoices/payments are irrevocably deemed final and accepted by Customer unless disputed or sought clarification within thirty (30) days from the date of issue. Customer shall at all times provide and keep current and up‐to‐date Customer’s contact, credit card, if applicable, and billing information on the administrative control panel.
7.3 Payment by Credit Card/ Wire Transfer/Cheque:
For payment Wingify shall only provide an electronic invoice to Customer. Customer may view and print an invoice for Customer’s account (available in product’s interface). If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Subscription Term and all subsequent Billing Periods, including upgrades. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Wingify can allow any other mode of payment on special requests and circumstances of the Customer.
Customer acknowledges that the 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.
8. MODIFICATION OF TERMS AND CONDITIONS:
Wingify may update, amend, modify or supplement the terms and conditions of this Agreement from time to time and will use reasonable efforts to notify Customer regarding the same. Customer is responsible for regularly reviewing the most current version of this Agreement at any time at http://visualwebsiteoptimizer.com/terms-conditions.php. If at any time Customer do not agree with any amendment, modification or supplement to the terms and conditions of this Agreement, Customer may terminate this Agreement for convenience as per Clause 4 mentioned aforesaid. Customer’s continued use of Customer’s account and/or the services after the notice period will be conclusively deemed to be acceptance by Customer of any such modifications or amendment.
9. LIMITED WARRANTY; LIMITATION OF DAMAGES:
- 9.1 Wingify provides services “as is”. Customer expressly agrees that use of Wingify services is at 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 warranties 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.
- 9.2 Wingify and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors shall not be liable for any direct, indirect, incidental, special, punitive or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the services 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.
- 9.3 Customer agrees that Customer’s sole remedy for any claims regarding the Services is limited to the credits set forth and agreed as per tariff plan opted by the Customer
- 9.4 Customer is fully responsible for the content of the information and data passing through Wingify's network or using the Services and for all activities that Customer conduct with the assistance of the Services.
10. SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS:
10.1 Ownership of Intellectual Property Rights:
All Intellectual Property Rights, including any Software, owned by a party, its licensors or subcontractors as at 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 right, title and interest 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 and Customer shall own all right, title and interest in and to any Intellectual Property Rights resulting or based on any work product created or developed exclusively for Customer under this Agreement if fully paid for by Customer.
10.2 Right to use logo:
The customer agrees to let Wingify use their organization's logo in Wingify’s customer list and at other places on its website (including but not limited to VisualWebsiteOptimizer.com and VWO.com).
10.3 License of Customer Software and Intellectual Property:
Customer agree to grant to Wingify, solely for Wingify’s provision of the Services, a license during the Term to use any Intellectual Property Rights, including any Software, owned by or licensed to Customer by third parties and that is necessary for providing the Services to Customer and otherwise performing its obligations under this Agreement. With respect to any Intellectual Property Rights and Software used by Wingify to provide the Services, 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 Term to use such Intellectual Property Rights and Software for the purpose of providing the Services to Customer as contemplated by this Agreement.
10.4 No Assurance of Compatibility:
Customer acknowledges that Wingify makes no representation, warranty or assurance that the Customer’s equipment and Software will be compatible with Wingify’s equipment, Software and systems or the Services.
- 11.1 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 but shall not be liable for damages caused to Customer by inadvertent breaches of confidentiality.
- 11.2 Wingify shall 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 in 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.
- 11.3 Notwithstanding the foregoing, Wingify shall be permitted to: (i) monitor Customer’s use of the Services; (ii) report to the appropriate authorities any conduct by Customer (or Customer’s customers or end users) that Wingify reasonably believes violates any applicable law, (iii) provide any information, including Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from a law enforcement or government agency; and (iv) disclose that Wingify is providing the Services to Customer and may include Customer’s name in promotional materials including press releases and on Wingify’s website.
Customer shall indemnify, defend and hold harmless Wingify (and its 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 Customer, or in relation to any activities conducted by Customer through the Services, or otherwise in relation to “Customer’s” products or services.
13. GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws of India. Customer agree, 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, (ii) in connection with a merger, amalgamation or sale of all or a substantial part of the business of Wingify, or (iii) for financing, securitization or other similar purposes, 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 shall be governed by the requirements of this provision.
The terms and conditions along with privacy policies with all references, constitutes the sole and entire agreement of the parties to this agreement with respect to the subject matter contained herein, and supersedes all prior terms and conditions which were agreed by the Customer.
Last updated: March 20, 2014