Scope of Agreement. Customers are granted rights under this Agreement to test and provide input and other Feedback to Wizard Analytics regarding one or more of Wizard Analytics’ proprietary, non-commercially available hosted software applications and application platform interface services features or functionalities in connection with the SOV Wizard. This Agreement covers all Beta Products made available to the Customer by Wizard Analytics, including, without limitation, any Beta Products identified explicitly by Wizard Analytics as being in “Beta” or any similar stage of development. Wizard Analytics retains sole and absolute discretion as to what Beta Products will be made available to Customers during the Term. While the Customer is not required to utilize or enable any Beta Products, if the Customer elects to do so, then your use of and access to any such Beta Products shall be subject to the terms of this Agreement.
Payment; Fees. For the term of the Agreement, Wizard Analytics grants the Customer a limited, non-transferable, non-exclusive, revocable right to access and use the SOV Wizard in connection with an Existing Account to test its functionality and provide Feedback to Wizard Analytics. Wizard Analytics hosts and retains physical control over the SOV Wizard and only makes the SOV Wizard available for access and use by Customers over the Internet through a Web-browser or mobile device. Nothing in this Agreement obligates Wizard Analytics to deliver or make available any copies of computer programs or code from the SOV Wizard to Customer, whether in object code or source code form. At its sole discretion, Wizard Analytics reserves the right to revoke access and use of the Beta Products at any time. Further, Wizard Analytics reserves the right to enter (“assume into”) the Existing Account as needed to (i) monitor or measure the use of the SOV Wizard; (ii) validate certain features or functionality of the SOV Wizard; and (iii) to provide services or support necessary to maintain the SOV Wizard.
Limited Use Rights. Wizard Analytics reserves the right to charge fees for use and access to the Beta Products or may provide the Beta Products for no charge. Wizard Analytics reserves the right to start charging or revise fee amounts at any time, at its sole discretion, under this Agreement or after the Beta Products are made widely available and incorporated into a Wizard Analytics service.
Use Restrictions. Customer may not rent, lease, distribute, or resell the SOV Wizard, use the SOV Wizard as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademarks, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the SOV Wizard.
Feedback. Upon reasonable request by Wizard Analytics, the Customer agrees to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the SOV Wizard. Feedback shall include informing Wizard Analytics about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the SOV Wizard. Wizard Analytics may contact the Customer, and the Customer agrees to make available a reasonable amount of time to discuss the SOV Wizard with Wizard Analytics. Without restriction or fee use, Wizard Analytics may modify and incorporate this Feedback into the SOV Wizard and other Wizard Analytics products and services without any restriction and any payment.
Intellectual Property. The parties acknowledge that this Agreement does not transfer any right, title, or interest in any intellectual property right to the other. Wizard Analytics maintains all rights, title, and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”). The limited rights granted to Customer to access and use the SOV Wizard under this Agreement do not convey any additional rights in the SOV Wizard or any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the SOV Wizard as expressly provided herein, all rights, title, and interest in and to the SOV Wizard and all hardware, software, and other components of or used to provide the SOV Wizard, including all related Intellectual Property Rights, will remain with and belong exclusively to Wizard Analytics.
Term of Agreement and Renewal. his Agreement shall commence on May 12, 2022 and expire on June 12, 2022. Upon expiration, this Agreement shall automatically renew for subsequent one (1) month periods until terminated by either party (each a “Renewal Term” and, collectively with the Initial Term, the “Term”).
Termination and Expiration. Either party may terminate this Agreement at any time, for any or no reason, and at either party’s convenience by providing written notice to the Page 2 other. Upon termination of this Agreement, Customer will notify its Users that their access to the SOV Wizard has terminated, and Wizard Analytics may withhold, remove or discard any content, data, or other information that Customer’s Users post or upload into Wizard Analytics’ system while using the SOV Wizard. Following termination or expiration of this Agreement, Wizard Analytics is not obligated to store, maintain or provide a copy of any content, data, or other information that Customer or its Users made available or provided when using the SOV Wizard. If not earlier terminated, Customer’s obligations under this Agreement shall terminate upon termination of this Agreement, provided that the foregoing shall not limit Wizard Analytics’ rights under Section 5 as related to any Feedback supplied before or after such termination. Sections 2, 5, 6, 11, and 13 to 17, and all obligations thereunder, shall survive any termination of this Agreement.
Suspension of Services. Wizard Analytics may immediately suspend Customer or one of its User’s access to and use of the SOV Wizard if Customer or one of its Users is in breach of Section 9, provided that the suspension will continue only for as long as reasonably necessary for Customer to remedy the breach.
Confidential Information. Customer acknowledges and agrees that participation in the Beta testing under this Agreement will result in Wizard Analytics disclosing specific confidential, proprietary, and trade secret information related to the SOV Wizard and Wizard Analytics (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality, and existence of the SOV Wizard and any know-how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to Customer. Customer agrees that it will not, without the express prior written consent of Wizard Analytics, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by Customer; (b) is rightfully received by Customer from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use, or (c) is independently developed by Customer without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of Wizard Analytics, Customer will return all Confidential Information in its possession to Wizard Analytics and further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the SOV Wizard or any Confidential Information.
Third-Party Tool Integrations. If applicable, one or more Beta Products may integrate with third-party services. The Customer hereby consents to the sharing of the information in the Beta Products with these third party services and certifies that it has any and all required consents for doing so.
Disclaimer of Warranties. THE SOV WIZARD IS PROVIDED “AS IS. “ WIZARD ANALYTICS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOV WIZARD, INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WIZARD ANALYTICS DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE SOV WIZARD. FOR THE AVOIDANCE OF DOUBT, ALL SOV WIZARD UPDATES ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS THAT MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. SOV WIZARD MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED BEFORE PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE SOV WIZARD IS ENTIRELY AT CUSTOMER’S OWN RISK. IN NO EVENT SHALL WIZARD ANALYTICS BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOV WIZARD, EVEN IF WIZARD ANALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION, AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY BETA PRODUCT.
Indemnity. Customer agrees to indemnify and hold Wizard Analytics, its officers, directors, and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to Customer’s (or its Users) access, use, or misuse of the SOV Wizard, or any act or omission by Customer or its Users in violation of this Agreement.
Dispute Resolution, Governing Law and Venue. he parties will attempt to resolve any dispute related to this Agreement through good faith and informal negotiation. If the initial negotiation does not resolve the dispute, the parties will select a mutually agreed mediator in a mutually agreed location to attempt to resolve the dispute. If mediation fails to resolve the dispute, either party may file an action in a federal court in Georgia only. Each party irrevocably submits to the jurisdiction and venue of the applicable courts. The laws of the State of Georgia govern this Agreement. The prevailing party in any litigation may seek to recover its legal fees and costs. Any breach of confidentiality obligations in this Agreement, or any unauthorized use of the services or a party’s intellectual property by the other, may cause irreparable harm. In no event may this agreement be governed by the United Nations Convention on contracts for the international sale of goods.
Compliance with Laws and Legal Advice. Each party must comply with all laws, rules, or regulations applicable to such party’s activities in relation to this Agreement, including export control laws of the United States that apply to the Application and may prohibit the use of the Application in certain sanctioned or embargoed countries. Wizard Analytics will not provide Customer with legal advice regarding compliance with data privacy or other relevant laws, rules, or regulations in the jurisdictions in which Customer uses the SOV Wizard (“Laws”). The parties acknowledge and agree that not all features, functions, and capabilities of the SOV Wizard may be used in all jurisdictions. Customers recognize that certain features, functions, and capabilities may need to be configured differently or not used in certain jurisdictions to comply with applicable local Laws. In certain jurisdictions, consents may need to be obtained from individuals submitting data via the SOV Wizard as to the intended purpose, storage, distribution, access, and use of the data submitted (“Local Use Decisions”). Customer is responsible for Local Use Decisions, and Wizard Analytics disclaims all liability for Local Use Decisions.
Miscellaneous. This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Any assignment of this Agreement by Customer in whole or in part without Wizard Analytics’ prior written consent will be null and void, except an appointment to a successor that is not a competitor of Wizard Analytics’ made in connection with a merger or sale of all or substantially all of Customer’s assets or stock or to an Affiliate. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. Suppose any provision of this Agreement is unenforceable. In that case, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention, and the remaining provisions will not be affected. Failure of Wizard Analytics to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement includes any schedules and exhibits attached hereto. Such documents encompass the entire agreement between Customer and Wizard Analytics concerning the subject matter hereof and supersede all prior representations, agreements, and understandings, written or oral. This Agreement may only be altered, amended, or modified by duly executed written instrument. All notices to be provided by Wizard Analytics to Customer under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by Customer on any form, or (b) electronic mail to the electronic mail address provided for Customer’s Existing Account owner. Customers must notify Wizard Analytics in writing by Courier or US Mail to the following address: Wizard Analytics, Attn: Vivek Sablani, 310 May Apple Court, Alpharetta, GA 30005 USA. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. You may not assign this Agreement without the prior written consent of Wizard Analytics. Subject to the preceding, the Agreement shall be binding upon the parties and their respective administrators, successors, and assigns.