Effective: July 26, 2019
Welcome to WENSYDATA (“WENSYDATA”, “we”, “our” or “us”). These Terms of Service (the “Terms of Service” and/or “Terms”) contain the legal terms and conditions that govern your use of and access to www.wensydata.com and any related sites, systems (the “Site”) and our Agents, Software, Documentation, Forums and User Content (all as defined below and collectively, the “Services”) (the Site and the Services are referred to collectively as the “WENSYDATA Properties”). Please review these Terms of Service carefully before using the Services. In addition to the Terms of Service, the Acceptable Use Policy https://docs.wensydata.com/docs/licenses/license-information/acceptable-use-policy/acceptable-use-policy (the “AUP”) also governs the use of WENSYDATA Properties.
If you have entered into a separate paid agreement with us for specific services, then the terms of that agreement controls if it conflicts with these Terms.
If you have not entered into a separate paid agreement with us for specific services, then by using the WENSYDATA Properties, clicking on the “I Agree” Button, completing the registration process, and/or browsing the Site or downloading any of our Agents, you represent that (1) you have read, understand, and agree to be bound by the Terms of Service, (2) you are of legal age to form a binding contract with WENSYDATA, and (3) you have the authority to enter into the Terms of Service personally or on behalf of the company or other organization you have named as the user, and to bind that entity to these Terms of Service. In the event you are agreeing to these Terms of Service on behalf of a company or organization, “you” and “your” will refer to the entity you are representing.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Terms”.
1.1 WENSYDATA May Discontinue the Services. WENSYDATA may choose to modify or discontinue the Services, including any portions of the Services as we update our offerings and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you.
1.2 WENSYDATA May Modify These Terms. WENSYDATA may update these Terms from time to time. The most current version of these Terms will be posted on the Site. When changes are made, WENSYDATA will make a new copy of the Terms available at the Site and any new Supplemental Terms will be made available from within, or through, the affected Service on the Site or within the Agent. We will also update the “Effective” date at the top of the Terms of Service. Any changes to the Terms will be effective immediately for new users of the WENSYDATA Properties and, for all other users, any changes to the Terms will be effective thirty (30) days after posting notice of such changes on the Site, or within or through the affected Service on the Site, as applicable. If we determine in our sole discretion that an update is material, we will notify you through the Service and/or by email to the email address associated with the Administrator (defined below) for your account. We may also inform you of updates to the Terms in our blogs. We may require you to provide consent to the updated Terms in a specified manner before further use of the WENSYDATA Properties is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the WENSYDATA Properties. Otherwise, your continued use of the WENSYDATA Properties constitutes your acceptance of such change(s). Please check the Site regularly to view our then-current Terms.
1.3 Privacy. The WENSYDATA Privacy Notice https://wensydata.com/privacy governs any of the personal information that you provide to us.
1.4 Your Account. In registering for the Services, WENSYDATA will provide you an online account to manage your use of the Services (“Account”) and you agree to (1) provide true, accurate, current and complete information about yourself as prompted by our registration form (“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using the WENSYDATA Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree not to create an Account using a false identity or information. You agree not to create an Account or use the WENSYDATA Properties if you have been previously removed by WENSYDATA, or if you have been previously banned from any of the WENSYDATA Properties. It is your responsibility to safeguard the login and password that you use to access the Services and the Forums and you agree not to share your login and password with any third party, including not sharing your login amongst two or more users. You are responsible for any activity originating from your Account, regardless of whether such activity is authorized by you. You should notify WENSYDATA immediately of any unauthorized use of your Account.
1.5 Use of the WENSYDATA Properties. Subject to compliance with these Terms of Service, the AUP, and the Documentation, WENSYDATA grants to you a limited, non-exclusive, non-transferrable, non-sublicensable right to: (i) access and use the WENSYDATA Properties for your internal business purposes; (ii) use the Documentation in support of such access and use of the WENSYDATA Properties; and (iii) reproduce portions of the WENSYDATA Properties for the sole purpose of using the WENSYDATA Properties for your internal business purposes. Unless otherwise specified by WENSYDATA in a separate license, your right to use any WENSYDATA Properties is subject to the Terms.
1.5.1 Agent License. Use of any of our distributed software and associated documentation that is made available via the Site or the Services (each an “Agent”) is governed by the terms of the license agreement that accompanies or is included with the Agent, or by the license agreement expressly stated on the Site page(s) accompanying the Agent. These license terms may be posted with the Agent downloads or at the Site page where the Agent can be accessed. You will not use, download or install any Agent that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will WENSYDATA provide you with any tangible copy of an Agent. WENSYDATA shall provide access to the Agents via electronic transfer or download and shall not use or deliver any tangible media in connection with the (i) delivery, installation, updating or problem resolution of any Agents (including any new releases); or (b) delivery, correction or updating of documentation. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Agents is prohibited, including any copying or redistribution of the Agents to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Agent (except as provided in the following sentence). If the Agent is a pre-release or beta version, then, except for anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Agent for any commercial purposes. If no license agreement accompanies use of the Agent, use of the Agent will be governed by the Terms. Subject to your compliance with the Terms and Documentation, WENSYDATA grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Agents for the sole purpose of enabling you to use the Services in the manner permitted by the Terms.
1.5.2 Updates. You understand that the WENSYDATA Properties are evolving. As a result, WENSYDATA may require you to accept updates to the WENSYDATA Properties that you have installed on your computer or mobile device. You acknowledge and agree that WENSYDATA may update the WENSYDATA Properties with or without notifying you. You may need to update third-party software from time to time in order to use the WENSYDATA Properties.
1.5.3 Free Trials and Other Promotions. Any free trial or other promotion that provides you with free access to Commercial Services (defined below) must be used within the specified time of the trial. At the end of the trial period, your use of such Commercial Service will expire and any further use of such Commercial Service is prohibited unless you pay the applicable fees.
1.6 Certain Restrictions. The rights granted to you in the Terms are also subject to the following restrictions: You may not (i) copy, modify, host, sublicense or resell the Services; (ii) frame or utilize framing techniques to enclose any trademark, logo, or other WENSYDATA Properties (including images, text, page layout or form) of WENSYDATA; (iii) use metatags or other “hidden text” using WENSYDATA’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the WENSYDATA Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; (vi) access the WENSYDATA Properties in order to build a similar or competitive website, application or services; (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the WENSYDATA Properties; (viii) access or attempt the access the Services by any means other than what WENSYDATA provides or expressly allows; (ix) modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services, WENSYDATA, or any other WENSYDATA service; (x) reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services, without the express written permission by WENSYDATA; (xi) transmit any worms or viruses or any code of a destructive nature; or circumvent any use restrictions put into place to prevent certain uses of the Services; (xii) violate any intellectual property right of any third party or behave in a manner that is unlawful, or otherwise in violation of our Community Guidelines; (xiii) misrepresent your affiliation with a person or entity; (xiv) attempt to disable, impair, or destroy the Services or disrupt or inhibit any other user from using the Services; (xv) market or advertise through the Services; (xvi) use any data mining or similar data gathering and extraction methods in connection with the Services; or (xvii) use the WENSYDATA Properties to violate any applicable law.
1.7 Availability of the Services. Information describing the Services is accessible worldwide but this does not mean the Services or certain portions of the Services are available in your country. We may restrict access to portions of the Services in certain countries. It is your responsibility to make sure your use of the Services is legal in the country where you reside. The Services may not be available in all languages. If at WENSYDATA’s reasonable determination, you are using the WENSYDATA Properties in a manner that violates laws, creates an excessive burden or potential adverse impact on WENSYDATA’s systems, in addition to any of its other rights or remedies, WENSYDATA may, without liability to WENSYDATA, immediately suspend your access to the WENSYDATA Properties.
1.8 Your Customer Data. Use of the Services may depend on your transmission of certain data. You retain all rights and ownership in electronic data and information uploaded or transmitted to the Services by or on your behalf, including by the Agent, and made available in your Account (“Customer Data”). We do not claim any ownership rights in your Customer Data. You grant to us, and our affiliates, a limited, non-exclusive, worldwide, royalty-free right to access, collect, host, use, process, copy, store, transmit, display and create derivative works of the Customer Data, in each case solely to the extent necessary to provide the applicable Services to you and to manage and improve our products and services. You represent and warrant that you have the necessary rights and licenses required to provide your Customer Data to WENSYDATA in connection with your use of the Services and that by providing your Customer Data in this manner, you will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations or laws. Without limiting the generality of the foregoing, you shall provide all notices to, and obtain any consents from, any data subject as required by any applicable law, rule or regulation in connection with the processing of any personally identifiable information of such data subjects via the Services by WENSYDATA and/or you. You shall be solely responsible for ensuring that any processing of Customer Data by WENSYDATA and/or you via the Services does not violate any applicable laws. You shall not process or submit to the Services any Customer Data that could be legally considered sensitive in any applicable jurisdiction, including any: (i) “protected health information,” as defined under the Health Insurance Portability and Accountability Act, unless it enters into a separate agreement with WENSYDATA relating to the processing of such data; (ii) personal data about individuals under the age of 16; (iii) government issued identification numbers, including Social Security numbers, driver’s license numbers and other state-issued identification numbers; (iv) financial account information, including bank account numbers; (v) the combination of a username or email address along with a password or security question that would permit access to an online account; (vi) payment card data, including credit card or debit card numbers; or (vii) special categories of personal data, as defined under Regulation (EU) 2016/679 of the European Parliament (“GDPR”) or any national laws adopted pursuant to GDPR, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual orientation, genetic data, biometric data, or the commission or alleged commission any crime or offense. WENSYDATA shall not be liable to the extent that you process or submit Customer Data to the Services in breach of this Section 1.8.
User Option to Encrypt. WENSYDATA provides you with the option to encrypt the transmission of your Customer Data. You acknowledge that it is your responsibility to encrypt the transmission of your Customer Data should you wish to protect it. In the event you decide not to utilize encryption and transmit your Customer Data unencrypted over a network, you assume all related risks for doing so. WENSYDATA will not be liable for any liabilities arising from your use of the Services (including your transmission of Data) over the internet or other network.
1.9 WENSYDATA Storage and Processing of Your Customer Data. By using and accessing the Service, you understand and agree to the storage and processing of your Customer Data in accordance with the Documentation and Privacy Notice. WENSYDATA reserves the right to store and process your Customer Data and any other information you choose to provide outside of the jurisdiction that you select in accordance with the Documentation and will endeavor to give you 30 days’ notice in the event of a change to the primary storage location you select.
1.10 WENSYDATA Proprietary Rights. Except with respect to your Customer Data and your User Content (defined below), and as between you and WENSYDATA, you agree that WENSYDATA and our suppliers own all rights, title and interest in the WENSYDATA Properties and User Content. WENSYDATA’s Software and other technology that may be used to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. The Agents may contain or be provided with components subject to the terms and conditions of “open source” software licenses identified in the Documentation (“Components”), which will apply in lieu of these Terms with respect to such Components.. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the WENSYDATA Properties. These terms do not grant you any right, title, or interest in any of the WENSYDATA Properties or any Content other than your Customer Data and your User Content. These Terms do not grant you any rights to use the WENSYDATA trademarks, logos, domain names, or other brand features.
1.11 Your Feedback. We appreciate your ideas, comments, suggestions, documents and/or proposals (“Feedback”). You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant WENSYDATA a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback.
2.1 WENSYDATA Forums. Your WENSYDATA account provides you access to the WENSYDATA Community Forums and other public areas on the WENSYDATA Properties (collectively, the “Forums”). By accessing the Forums, you acknowledge that you are solely liable and responsible for how you use the Forums, as well as any damages that may result from the disclosure of your User Content. You also acknowledge that it is possible that you will be exposed to User Content from others that you may consider offensive, indecent, or otherwise objectionable. Views expressed on the Forums do not necessarily reflect WENSYDATA’s views. WENSYDATA does not endorse User Content posted by you or others. Certain User Content from others may be incorrectly labeled, rated, or categorized. Your use of the Forums is subject to these Terms and our Community Guidelines https://discuss.wensydata.com/t/community-guidelines/22.
License to Your User Content in Forums. You grant WENSYDATA and participants in the Forums a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, prepare derivative works of, reproduce, modify, adapt, publicly perform, and publicly display, User Content (in whole or in part) for the purposes of operating and providing the Services to you. Please remember that other users may search for, see, use, modify and reproduce any of your User Content that you submit to any Forum or other “public” areas of the WENSYDATA Properties, and we are not responsible for keeping it confidential. You warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not WENSYDATA, are responsible for all of your User Content.
No Obligation to Pre-Screen User Content. You acknowledge that WENSYDATA has no obligation to pre-screen any information, data, text, software, music, sound, photographs, video, messages, tags or other materials submitted by you or other users (“User Content”) posted or otherwise made available by users and accessible through the WENSYDATA Properties (“WENSYDATA Content”), although we reserve the right in our sole discretion to pre-screen, refuse or remove any User Content. By entering into the Terms, you provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of you User Content and that we reserve the right to remove any User Content that violates the Terms or is otherwise objectionable. In the event that we pre-screen, refuse or remove any User Content, you acknowledge that we will do so for our benefit, not yours.
Storage. Unless expressly agreed by WENSYDATA in writing elsewhere, we have no obligation to store any of your User Content that you upload, post, email, transmit or otherwise make available on or through the WENSYDATA Properties. We have no responsibility or liability for the deletion or accuracy of any User Content, including the failure to store, transmit or receive transmission of your User Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the WENSYDATA Properties.
2.2 Commercial Services. WENSYDATA offers several types of paid Services subject to Supplemental Payment Terms (“Commercial Services”). Commercial Services are listed on WENSYDATA’s product information page available at www.wensydata.com/products. Any information provided by WENSYDATA regarding potential future products, features, or functionality is intended to outline our general product direction and should not be relied upon by you in making a purchasing decision. Any information shared with you regarding potential future products is not a commitment, promise, or legal obligation to deliver any material, code, or functionality. The development, release, and timing of any future features or functionality described for our products remains at WENSYDATA's sole discretion and may be altered or withdrawn at any time without notice.
2.3 Support. Technical support is only provided to users of Commercial Services based on your specific purchased Commercial Service. If you are using the Service via a Lite account, WENSYDATA provides support via the Forums and access to WENSYDATA installation guides and other documentation related to the Service at: https://docs.wensydata.com/ (“Documentation”). For clarity, the AUP shall be considered a part of the Documentation.
2.4 Account Administrators. You may specify end users as "Administrators" through the administrative console of the Services. Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts for their end users. WENSYDATA responsibilities do not extend to your internal management or administration of the Services. You are responsible for: (i) maintaining the confidentiality of passwords of your account and any Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators' use of the Services complies with this Agreement.
2.5 Unauthorized Use & Access. You will prevent unauthorized use of the Services by your Administrators and your end users and terminate any unauthorized use of or access to the Services. You will promptly notify WENSYDATA of any unauthorized use of or access to the Services.
2.6 Third Party Services. You may choose to use with the WENSYDATA Properties a product, system, software or service not licensed by WENSYDATA, such as an integration, application or plug-in (for instance to share Customer Data with or to import data from a third party service such as AWS or Kubernetes into Customer’s Account) (“Third Party Service”). Your acquisition and use of Third Party Services is governed solely by the terms of your relationship with the provider of the Third Party Services. WENSYDATA does not support, control, and has no responsibility or liability for, any Third Party Services, including for their availability or interoperability (including with the WENSYDATA Properties), security, privacy practices, data therein, or acts of omissions of the Third Party Services. If you enable a Third Party Service for use with the WENSYDATA Properties, you grant to WENSYDATA permission to interoperate with the Third Party Service, and any data received by WENSYDATA on your behalf from a Third Party Service will be treated as Customer Data, including for purposes of fees. Any changes to Third Party Services do not affect or excuse your obligations to WENSYDATA or under these Terms. ANY THIRD PARTY SERVICES DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH YOUR USE OF THE WENSYDATA PROPERTIES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE USE OF ANY SUCH THIRD PARTY SERVICES.
3. Indemnification. You agree to indemnify and hold WENSYDATA, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners and licensors harmless from any claim, demand, loss, fine, sanction or damages, including reasonable attorneys’ fees, arising out of or related to your Customer Data, or the use thereof, including but not limited to allegations that any processing of your Customer Data by WENSYDATA and/or you under these Terms violates any applicable law or regulation, or infringes the privacy or intellectual property rights of a third party, your User Content, your use of the WENSYDATA Properties, your violation of these terms, or your violation of any law.
4. The Service is Available “AS-IS” AND WITHOUT WARRANTY. WENSYDATA PROVIDES THE WENSYDATA PROPERTIES “AS IS” AND ON AN “AS AVAILABLE” BASIS. YOUR USE OF THE WENSYDATA PROPERTIES IS AT YOUR OWN RISK. WENSYDATA PROVIDES THE WENSYDATA PROPERTIES WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. WENSYDATA makes no warranty or condition that the WENSYDATA Properties will meet your requirements or be uninterrupted, timely, secure or error-free. WENSYDATA makes no warranty or condition that results obtained from your use of the WENSYDATA Properties will be accurate or reliable or that any errors in the WENSYDATA Properties will be corrected. WENSYDATA will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the WENSYDATA Properties. No advice or information, whether oral or written, obtained by you in connection with your use of the WENSYDATA Properties shall create any warranty not expressly stated in these Terms. FROM TIME TO TIME, WENSYDATA MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OR CONDITION OF ANY IND, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME AT OUR SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES AND TOOLS. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
5. WENSYDATA’s Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WENSYDATA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT WENSYDATA HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. WENSYDATA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WENSYDATA PROPERTIES REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FIFTY U.S. DOLLARS (U.S. $50) OR THE AMOUNTS YOU PAID TO WENSYDATA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WENSYDATA AND YOU. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
6. Termination. We reserve the right to suspend or cease providing the WENSYDATA Properties or any portion of the WENSYDATA Properties, at any time, with or without cause, and with or without notice. We may suspend or terminate your use of the WENSYDATA Properties if you are not complying with these Terms, the Documentation, or if you use the Services in any way that could cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance. If you want to terminate the Services at any time, you may do so by (a) notifying WENSYDATA and (b) closing your Account for the Services that you use. Your written notice should be sent to WENSYDATA’s address set forth in the Notice section below or to: email@example.com.
7. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and data associated with or inside your Account, including your Customer Data. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of your Customer Data associated from our live databases. WENSYDATA will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Customer Data. All provisions of these Terms, which by their nature should survive, shall survive termination of Services, including without limitation ownership provisions, warranty disclaimers and limitations of liability.
8. Electronic Communications. The communications between you and WENSYDATA use electronic means, whether you visit the WENSYDATA Properties or send us e-mails, or whether we post notices on the WENSYDATA Properties or communicate with you via e-mail. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. Your consent in this section does not affect your statutory rights.
9. Notice. Where WENSYDATA requires that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us at the following address: WENSYDATA, Inc. 188 Spear Street, Suite 1200, San Francisco, California 94105. Such notice shall be deemed given when received by WENSYDATA by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
10. Export Control. You may not use, export, import or transfer the WENSYDATA Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the WENSYDATA Properties and any other applicable laws. In particular, but without limitation, the WENSYDATA Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone of the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the WENSYDATA Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the WENSYDATA Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by WENSYDATA are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the WENSYDATA Properties, or any portion thereof, either directly or indirectly, to any country in violation of such laws and regulations.
11. Government Use. If you are a U.S. government entity, you acknowledge that any Services provided are "Commercial Items" and a “commercially available off-the-shelf (“COTS”) items” as defined at 48 C.F.R. 2.101 developed at the private expense of WENSYDATA, and are being provided as commercial computer software or as a COTS item subject to the restricted rights described in 48 C.F.R. 2.101 and 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this COTS item, commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.
12. Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the law of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction.
13. General Terms. These Terms constitute the entire and exclusive agreement between WENSYDATA and you with respect to the WENSYDATA Properties and Services and supersede and replace any other agreements, terms and conditions applicable to the Services. If there is any conflict between the Terms and the AUP, the terms of the AUP control.. Purchase orders placed by you shall be for the sole purpose of specifying the Commercial Services that you wish to purchase. Any other terms stated in any purchase order delivered to WENSYDATA by you, other than pursuant to an Order Form supplied by WENSYDATA, shall have no effect. These Terms create no third party beneficiary rights. WENSYDATA’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but WENSYDATA may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. You and WENSYDATA are not legal partners or agents; but rather we have an independent contractor relationship. WENSYDATA will not be responsible for any failure to perform or delay in performing any of its obligations under these Terms where and to the extent that such failure or delay results directly or indirectly from an event beyond WENSYDATA’s reasonable control.
14. Copyright Infringement. WENSYDATA respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). If you believe that your work has been infringed in connection with the Services or access to your content was disabled or removed by WENSYDATA as a result of an improper copyright infringement notice, please see our DMCA notification procedures found at: https://wensydata.com/dmca/ and filling out the form.
Our designated agent for notice of alleged copyright infringement is:
Attn: DMCA Copyright Agent
188 Spear Street, Suite 1200
San Francisco, CA 94105
* This May 15, 2019 update improves the terms of the Terms of Service to clarify how customers may use the WENSYDATA Properties. These changes include providing clarification on the permitted data types for processing in, the effect of a customer’s election to Third Party Services with, and the proprietary rights related to the WENSYDATA Properties.