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Last Modified: December 2023




Licensor and Customer shall herein be referred to each as a “Party” and collectively as the “Parties”. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


1.1 Affiliates means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity.

1.2 Authorized Reseller means any third party reseller, distributor or channel partner that has been authorized by Licensor to resell the Services to Customer.

1.3 Confidential Information has the meaning given to it in Section 4.1.

1.4 Customer means the person or entity that enters into a Order Form, or similar ordering document with Licensor that expressly references this Agreement.

1.5 Customer Data means all Data made available by the Customer or its Users to Licensor or otherwise provided by Customer or its Users in connection with the provision of the Services.

1.6 Data means text, information, images, documents, materials, photos, audio, video, and all other forms of data or communication.

1.7 Documentation means the documentation for the Subscription Service generally supplied by Licensor to assist its customers in the use of the Subscription Service, including user and system administrator guides and manuals and other written materials.

1.8 Licensor Data means all Data made available by Licensor to Customer in connection with the Customer’s use or performance of the Services.

1.9 Losses has the meaning given to it in Section 9.1.

1.10 Order Form means each quotation, order form or similar ordering document signed by Customer which references this Agreement, identifies the specific Subscription Service ordered by Customer, sets forth the prices for the Subscription Service.

1.11 Professional Services means consulting or training services (excluding technical support) and any deliverables, as applicable, provided to Customer by Licensor as described under Section 2.6. below.

1.12 Services means the Subscription Service provided by Licensor pursuant to Section 2.1 hereof and/or Professional Services as defined above.

1.13 Subscription Service means Licensor’s proprietary subscription-based software solutions known as Wiiisdom Ops and further described on the applicable Order Form including all related technical support.

1.14 Users mean individuals who are authorized by the Customer to use the Services subject to the terms of section 2.2 below, and, with respect to the Subscription Service, who have been supplied passwords by the Customer (or by Licensor at the Customer’s request). Users consist of any employee of the Customer or its Affiliates and any independent contractor of the Customer or its Affiliates.

1.15 Term means the period of time during which Customer shall be entitled to use the Subscription Service and Documentation as specified on the applicable Order Form.


2.1 Services. Licensor shall provide the Customer with the specific Services specified on an Order Form. In the event of a conflict between the terms set forth in an Order Form and this Agreement, the terms set forth in this Agreement will control, unless an Order Form makes specific reference to the section of this Agreement that is to be amended in the Order Form. The Customer agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Licensor regarding future functionality or features.

2.2 License Grant. Subject to the terms and conditions of this Agreement, and in consideration for the payment of fees set forth on the applicable Order Form, Licensor hereby grants to the Customer, solely during the term of the applicable Order Form, a non-exclusive, non-transferable (except as set forth in Section 10.2) license to access and use the Subscription Service solely for the Customer’s internal business purposes. This license is restricted to use by Customer and its Users and does not include the right to use the Subscription Service on behalf of any third party. The Customer is responsible for procuring and maintaining the network connections that connect the Customer to the Subscription Service. Subject to the terms of Section 8.3, the Customer agrees: (a) that only authorized Users are permitted to use the Subscription Service; (b) that it is responsible for authorized Users’ actions or failures to act in connection with activities contemplated under this Agreement and (c) to otherwise take all commercially reasonable steps to protect the Subscription Service and the Documentation from unauthorized use and/or access.

2.3 Licensed Volume. The Customer acknowledges that access and use of the Subscription Service is licensed to the Customer for use up to the number of Users and on the license type as set forth on the applicable Order Form (the “Volume Limitations”). In the event that the Subscription Service is used in excess of the Volume Limitations then the Customer shall be obligated to pay Licensor for such excess at Licensor’s then current rates. For the avoidance of doubt, licenses are granted on an authorized User basis and may be reassigned between uniquely identified individual Users over time, but may not be reassigned so frequently as to enable the sharing of a single license between multiple Users and the total number of Users who can use the Subscription Service must not exceed the number of licenses purchased, except where Customer has accepted a modified Order Form for additional licenses.

2.4 Affiliates. Subject to the terms of the Order Form, the Customer may make the Subscription Service available to its Affiliates provided that all licensing restrictions are complied with in each instance by each such Affiliate and that the Customer shall be liable for any breach of the terms and conditions of this Agreement by any of its Affiliates. Any license restrictions set forth on an Order Form shall be deemed to apply to both the Customer and its Affiliates. By way of example, if an Order Form limits use of the Subscription Service to twenty (20) Users, then the use by the Customer and its Affiliates, when aggregated together, shall not exceed a total of twenty (20) Users.

2.5 Technical Support. As part of the Subscription Service, Licensor shall provide technical support services to Customer in accordance with the additional terms on Appendix A attached hereto.

2.6 Professional Services. Customer may purchase Professional Services as described in applicable Order Form and/or Statement of Work in accordance with the Wiiisdom Professional Services Terms attached as Appendix B.

2.7 Open Source Software. A list of open-source software made available under the Subscription Service may be provided by Licensor upon written request. Open-source software is licensed to Customer under its own license terms and those terms apply to the use of the Open-Source Software. In the event of a conflict, the open-source software license terms supersede these SAAS Terms and Conditions solely with respect to that open-source software.

2.8 Beta Services. Certain functionalities of the Subscription Service may be provided under a beta form (“Beta Subscription”). Under such Beta Subscription, Customer may only operate the functionalities designated as “Beta” in the Documentation for internal testing and evaluation purposes only and not for business purposes. Customer understands that the Beta functionalities provided under a Beta Subscription have been limited in some way through restricted use. With respect to such Beta Subscription, the Beta functionalities are provided “AS IS” and “WITH ALL FAULTS”, without any support, maintenance or warranty from or liability for WIIISDOM. Customer’s use of the Beta or Preview functionalities is at Customer’s sole risk. It shall use caution and not rely in any way on the correct operation or performance of the Beta functionalities. Licensor may delete or modify a Beta or Preview functionality or terminate a Beta License at any time for convenience without notice to Customer. If Customer provides feedback to Licensor, Customer agrees that Licensor may use such feedback and incorporate the feedback into its products without restriction, compensation or other obligation to Customer.


3.1 Fees. The Customer agrees to pay Licensor for Services provided and expenses incurred on the basis and at the rates specified in the Order Form. Unless otherwise set forth on the Order Form fees are paid annually in advance and payment shall be due within thirty (30) days after receipt of Licensor’s invoice and shall be made in the currency specified in the Order Form. The Customer agrees to pay a late charge of one and half percent (1 1/2%) per month (or part of a month), or the maximum lawful rate permitted by applicable law, whichever is less, for all amounts, not subject to a good faith dispute, and not paid when due. In addition to paying the applicable fees, Customer shall also pay all pre-approved reasonable travel and out-of-pocket expenses incurred by Licensor in connection with any Services rendered. For purchases made by Customer from an Authorized Reseller, Customer agrees to pay the Authorized Reseller the fees as agreed to with the Authorized Reseller in accordance with any payment terms agreed to by Customer and such Authorized Reseller.

After the first year of the Term, Licensor may increase subscription fees no more than once per year in accordance with the annual percent change of the Customer Price Index (“CPI”) applicable in the Customer’s country compared to such CPI one year prior.
In the event any such price index is negative, the Licensor’s subscription fees will not be reduced.

3.2 Disputed Charges. If the Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the Parties, the Customer shall pay the amounts due under this Agreement less the disputed amount, and the Parties shall proceed in good faith to promptly resolve such disputed amount. An amount will be considered disputed in good faith if (i) the Customer delivers a written statement to Licensor on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by the Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from the Customer that are not in dispute have been paid as and when required under this Agreement.

3.3 Taxes. All payments, fees, and other charges payable by Customer to Licensor under this Agreement are exclusive of all sales, goods and services, value added, property, excise, or any other taxes, levies, and assessments of any jurisdiction. Customer shall bear all such taxes, levies, and assessments imposed on Customer or Licensor arising out of this Agreement, excluding any tax based on Licensor’s net income. If any deduction or withholding is required by law to be made by Customer, the amount of Fees shall be increased to the amount which, after making any deduction or withholding, leaves the amount equal to fees which would have been due if no deduction or withholding had been required. Prior to any deduction or withholding, Customer shall inform Licensor about the amount of such deduction or withholding and shall request from Company a tax residency certificate, or any other documents required by law, to claim an exemption from or reduction of any such deduction or withholding. Customer to whom the deduction or withholding applies, shall pay to the relevant taxation authority, or other authorities, as appropriate, the applicable amount of the deduction or withholding, and furnish to Licensor all documents confirming such deduction or withholding. These documents should include, to the extent existing, any evidence necessary to ensure utilization of tax credit by Licensor. Licensor will repay to Customer the portions of a gross-up amount which led to an effective tax saving because of tax credit available to Licensor.


4.1 Confidential Information.  During the term of this Agreement, each Party will regard any information provided to it by the other Party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing Party’s business and the industry in which it operates, is of a confidential or proprietary nature. The receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the receiving Party and who are bound by a duty of confidentiality no less protective of the disclosing Party’s Confidential Information than this Agreement. The receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing Party. Each Party accepts responsibility for the actions of its Representatives and shall protect the other Party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. A receiving Party shall promptly notify the disclosing Party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing Party in enforcing its rights.

4.2 Exclusions. Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing Party, without any obligation of confidentiality; (ii) becomes known to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information, as evidenced. The receiving Party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing Party reasonable prior written notice to permit the disclosing Party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

4.3 Injunctive Relief. Notwithstanding any other provision of this Agreement, both Parties acknowledge that any use of the disclosing Party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing Party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both Parties agree that, in addition to any other remedy to which the disclosing Party may be entitled hereunder, at law or equity, the disclosing Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.


5.1 Subscription Service Warranty. Licensor warrants that during the term of the Order Form for the Subscription Service, the Subscription Service will conform, in all material respects, with the Documentation. Licensor does not warrant that it will be able to correct all reported defects or that use of the Subscription Service will be uninterrupted or error free. Licensor makes no warranty regarding features or services provided by third parties. For any breach of the above warranty, Licensor will, at no additional cost to Customer, provide remedial services necessary to enable the Subscription Service to conform to the warranty. The Customer will provide Licensor with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Notwithstanding any provision of this Agreement to the contrary, Licensor shall not have any obligation under this section to the extent a nonconformity of the Services are the result of (a) the Services having been modified, repaired, or reworked by any party other than Licensor or a third party on behalf of Licensor, (b) any use of the Services in conjunction with another product or service not recommended in the applicable Documentation, (c) any damage to the Services by power failure, fire, explosion, or any act of God or other cause beyond Licensor’s reasonable control, or (d) any use of or access to the Services not in conformance with the Documentation. Warranty is fully excluded in cases of evaluation, beta or free-of-charge (trial) use of the Services.

5.2 Data Security. Licensor agrees to use appropriate safeguards and comply with all applicable data protection laws in particular in compliance with the provisions of Appendix C, to prevent use or disclosure of the Customer Data other than as provided for by this Agreement. Nonetheless, Customer acknowledges that the Subscription Service is not designed to integrate critical or personal data. Licensor agrees to implement industry standard physical safeguards, technical safeguards and policy, procedure and documentation requirements that reasonably and appropriately protect the confidentiality, integrity and availability of the Customer Data.



6.1 Consequential Damage Exclusion. Neither Party will be liable to the other or any third party for loss of profits or for any special, indirect, incidental, consequential or exemplary damages (including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data) in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages.

6.2 Limitation of Liability. The total cumulative liability of Licensor to Customer for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the Services fees paid by Customer to Licensor for the Services which form the subject of the claim during the twelve (12) month period immediately preceding the event giving rise to the claim. The provisions of this Agreement allocate risks between the Parties. The pricing set forth in each Order Form reflects this allocation of risk and the limitation of liability specified herein.

6.3 Exclusions. Nothing in this Agreement limits a Party’s liability for death or personal injury caused by its negligence, or gross negligence or willful misconduct, or Customer’s liability for breach of Services usage or Licensor’s intellectual property rights.


7.1 Term. This Agreement will continue in effect during the Term until otherwise terminated in accordance with Section 7.2 below. At the end of each Term, the Subscription Service will automatically renew for successive twelve (12) month periods (each a “Renewal Term”), unless either Party notifies the other Party in writing of its election not to renew the Subscription Service at least sixty (60) days prior to the end of the then-current Term. Licensor reserves the right to change the rates, applicable charges and usage policies and to introduce new charges, for such Order Form upon providing the Customer with written notice thereof (which notice may be provided by e-mail) at least 90 (ninety) days prior to the then current renewal date of the Order Form. Licensor reserves the right to modify this Agreement by posting a new Agreement online and notifying Customer of such new agreement provided that such new Agreement will only be applicable for any Order Form entered into after the date such new Agreement goes into effect.

7.2 Termination. Notwithstanding the foregoing, either Party may terminate this Agreement (i) immediately in the event of a material breach of this Agreement by the other Party that is not cured within thirty (30) days of written notice from the other Party, or (ii) immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. All rights and obligations of the Parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement.

7.3 Effect of Termination. Upon any termination or expiration of this Agreement, Licensor shall no longer provide the applicable Services to the Customer and the Customer shall promptly cease and cause its Users to promptly cease using the Services. Customer shall pay Licensor for all fees that had accrued prior to the termination date. Except as expressly provided herein, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Upon termination of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party in its possession. Within thirty (30) days following termination, the Customer may retrieve the Customer Data in accordance with established and reasonable system access procedures. After such period, Licensor will have no further obligation to store and/or make available the Customer Data and may delete the same.


8.1 Services. The Customer acknowledges and agrees that as between Licensor and the Customer, all right, title and interest in and to the Services (excluding any Customer Data) and including all modifications and configurations, all Licensor Data, all Professional Services deliverables and all of Licensor’s proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to the Customer by Licensor in providing the Subscription Service and all derivatives thereof are and shall remain Licensor’s or its licensors’. The Licensor name, all Licensor logos, and the product names associated with the Subscription Service are trademarks of Licensor or third parties, and no right or license is granted to use them. The Customer shall not remove any Licensor trademark or logo from the Services. During the term of this Agreement, Licensor grants to the Customer a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 10.2), royalty-free right to use the Licensor Data solely in connection with the Customer’s permitted use of the Services. Licensor shall have the right to collect, analyze, use and distribute aggregated information, analysis, statistics, related benchmarking algorithms and other data generated by the Services (or derived from the Customer’s use of the Services) provided, however, that Licensor shall not disclose any such data unless such data is in an aggregated, anonymized form that would not permit a third party to identify the data as associated with the Customer or any of its Users.

8.2 Customer Data. The Customer retains ownership of all right, title and interest in and to all Customer Data. During the term of this Agreement, the Customer hereby grants to Licensor a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 10.2), royalty-free right to use, display, transmit, and distribute the Customer Data solely as necessary to provide the Subscription Service to the Customer. Upon termination of the Subscription Service, Licensor shall make such Customer Data available to the Customer in a mutually agreed upon format. The Customer is solely responsible for all Customer Data, in particular the accuracy, integrity, quality or legality of collection or process of such Customer Data. Neither the Customer nor its Users shall use the Subscription Service to: (a) send, upload or otherwise transmit any Customer Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Customer Data that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Subscription Service or networks connected to the Subscription Service; or (e) violate any applicable law or regulation.

8.3 Customer Obligations. The Customer is responsible for all activities conducted under its User logins and for its Users’ compliance with this Agreement. Unauthorized use, resale or commercial exploitation of the Services in any way is expressly prohibited. Without Licensor’s express prior written consent in each instance, the Customer shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Services or access the Services in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Services. An exception is made to the prohibition to reverse engineering to the extent permitted by mandatory applicable law and where such action is required to obtain the information necessary to achieve the interoperability of the Services with any software for a use meeting the terms of its Documentation and its purpose. Such action may only be undertaken by Customer if such information is not readily available and if Licensor has received a written request to provide the information and has substantially failed to provide it within a reasonable period of time. Customer shall observe a strict obligation of confidentiality with respect to such information. Except as expressly permitted in this Agreement, the Customer shall not copy, license, sell, transfer, make available, audit, benchmark, lease, time-share, distribute, or assign this license, the Services to any third-party. The Customer shall be liable for any breach of this Agreement by any of its Users. In addition to Licensor’s other remedies hereunder, Licensor reserves the right upon notice to the Customer to terminate any User’s right to access the Services if such User has violated any of the restrictions contained in this Agreement.

8.4 Services Evaluation. Licensor may process data collected via the Services for the purposes of maintaining and improving the Services and providing support related to the Subscription Service. Processing may include measuring and analyzing Customer usage of the Services, and conducting surveys related to the Services.


9.1 Licensor Indemnification. Subject to Section 9.3 below, Licensor will indemnify, defend and hold the Customer and its Affiliates harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against the Customer or any of its Affiliates alleging that the use of the Services as permitted hereunder infringes any patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party. Excluded from the above indemnification obligations are claims to the extent arising from (a) use of the Services in violation of this Agreement or applicable law, (b) use of the Services after Licensor notifies the Customer to discontinue use because of an infringement claim, (c) any claim relating to any third party products or services or Customer Data, (d) modifications to the Services made other than by Licensor (where the claim would not have arisen but for such modification), (e) the combination, operation, or use of the Services with software or equipment which was not provided by Licensor, to the extent that the Customer’s liability for such claim would have been avoided in the absence of such combination, operation, or use; or (f) compliance by Licensor with the Customer’s custom requirements or specifications if and to the extent such compliance with the Customer’s custom requirements or specifications resulted in the infringement. If the Services are held to infringe, Licensor will, at its own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a license that will protect the Customer against such claim without cost to the Customer; (b) to replace the Services with non-infringing Services without loss of any material functionality or (c) if (a) and (b) are not commercially feasible, terminate the Agreement and refund to the Customer any prepaid unused fees paid to Licensor for the infringing Services. The rights and remedies granted the Customer under this Section 9.1 state Licensor’s entire liability, and the Customer’s exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise.

9.2 Customer Indemnification. Subject to Section 9.3 below, the Customer shall indemnify, defend, and hold Licensor and its Affiliates harmless from and against any and all Losses resulting from a claim, suit, action, or proceeding brought by any third party against Licensor or any of its Affiliates that arises out of or results from a claim alleging that the Customer Data, or any use thereof, infringes the intellectual property rights or proprietary rights of others, or has caused harm to a third party.

9.3 Indemnification Procedure. The indemnified Party shall (i) promptly notify the indemnifying Party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying Party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying Party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying Party shall not settle any claim without the indemnified Party’s prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified Party shall also provide the indemnifying Party with reasonable cooperation and assistance in defending such claim (at the indemnifying Party’s cost).


10.1 Entire Agreement. This Agreement, including all appendices, SOWs and Order Forms, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns. Except as set forth in Section 7.1, only a written instrument that refers to this Agreement and that are duly signed by the authorized representatives of both Parties may amend this Agreement. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by the Customer shall be of no force or effect, even if the order is accepted by Licensor. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

10.2 Assignment. This Agreement shall be binding upon and for the benefit of Licensor, the Customer and their permitted successors and assigns. Except as expressly stated in this Agreement, Customer may not otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Licensor, and any attempted assignment or delegation without such consent will be void. Notwithstanding the foregoing, Customer may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Licensor may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that Licensor shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation.

10.3 Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of Delaware without reference to conflict of laws principles. Any controversy, dispute or question between the parties or arising out of, in connection with, or in relation to this Agreement or its interpretation, performance or nonperformance, or any breach thereof shall be determined by arbitration conducted in Delaware, in accordance with the then existing Commercial Rules of the American Arbitration Association by a single arbitrator. The parties agree that state and federal courts sitting in Delaware shall have venue and jurisdiction over the parties to implement judgment upon any arbitral award. The award of the arbitrator shall be final and binding and enforceable in any court of competent jurisdiction in the same manner as any other judgment of said court. However, nothing contained herein shall in any way deprive either party of its right to obtain injunction or other equitable relief in such state or federal courts. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys’ fees and expenses of litigation.

10.4 Disputes. Any disputes between the Parties arising out of this Agreement shall be resolved as follows: Members of the senior management of both Parties shall meet to attempt to resolve such disputes. If a dispute cannot be resolved within fifteen (15) days, either Party may make a written demand for mediation. Within fifteen (15) days after such written notification, the Parties shall meet for one day with an impartial mediator. The costs and expenses of the mediator shall be shared equally by the Parties. If the dispute is not resolved by mediation or the Parties are unable to agree on a mediator, then such dispute will be subject to the exclusive jurisdiction competent for the Licensor’s head offices, and each party hereby consents to the personal jurisdiction thereof.

10.5 Headings. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

10.6 Relationship of the Parties. Licensor and the Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party’s name or on its behalf.

10.7 Publicity. Licensor may identify Customer as a Wiiisdom customer and use Customer name and logo in promotional and marketing materials, except as agreed otherwise in writing between the Parties.

10.8 Force Majeure. Neither Party shall be deemed to be in breach of any provision of this Agreement for any failure (except for a failure to pay fees) resulting from acts or events beyond that Party’s reasonable control, including but not limited to (i) severe weather, power failure, fires, explosions, earthquakes, drought, tidal waves and floods, (ii) war, hostilities, invasion, act of foreign enemies, mobilization, requisition, or embargo, (iii) rebellion, revolution, insurrection, or military or usurped power, or civil war, (iv) contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly, (v) diminishment of power of telecommunications or data networks or services, or refusal of a license by a government agency, (vi) riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of Licensor or its subcontractors. If any of such event has occurred, the non-performing Party shall (i) immediately notify the other Party in writing describing at a reasonable level of detail the circumstances causing such default or delay and (b) be excused from further performance or observance of is affected obligation(s) for as long as such circumstances prevail and such party continues to use reasonable commercial efforts to recommence performance or observance as soon as possible and to whatever extent possible without delay.

10.9 Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) by email upon conformation that the electronic mail was received by the recipient and (iv) five (5) business days after the mailing date whether or not actually received, if sent by certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the Party set forth on the applicable Order Form or SOW. Either Party may change its address by giving written notice of such change to the other Party.

10.10 Modifications to Subscription Service. Licensor may make modifications to the Subscription Service or particular components of the Subscription Service from time to time to improve its functionalities and reflect the evolution of market requirements provided that such modifications do not materially degrade any functionality or features of the Subscription Service.

10.11 No Third Party Beneficiaries. Nothing contained in this Agreement is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.

10.12 Waiver and Severability. Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either Party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.



This Appendix applies to technical support Services provided by Licensor, supplements the Wiiisdom Terms and Conditions which apply and this Appendix supersedes any conflicting terms in connection technical support Services. Capitalized terms used in this Appendix have the meaning defined in context or in the Wiiisdom Terms and Conditions.

(a) Description of technical support services:

  • HOTLINE. Licensor will provide a hotline associated with the Subscription Service, consisting of a website that permits Customer to open tickets online.
  • ERRORS vs BUGS. Licensor will assess Errors and Bugs in the Subscription Service. Upon discovery of any Error, Customer shall promptly use the hotline website to open a ticket and provide Licensor with a comprehensive written description of the Error, as well as such additional information as Licensor may reasonably request to assist with the verification and resolution of the Error.
      • An “Error” means a reported and verifiable failure of the Subscription Service that has a significant adverse effect on the Subscription Service’s functionality and on the Customer’s operations.
      • A “Bug” shall be anything that has an adverse effect on the Subscription Service’s functionality, but is not significantly adverse to be characterized as an Error.
    • ERROR FIX. After Customer has supplied the foregoing information, if Licensor then verifies the existence of an Error, then Licensor will use commercially reasonable efforts to provide an Error Fix in such time and in such manner as is reasonable in light of the type of nonconformity. For example, if a work-around is available, Licensor will ask Customer to use that work-around pending any Error Fix.
  • BUG FIX. If Licensor verifies the existence of a Bug, Licensor will add it to its list of Bugs that may be addressed with a Bug Fix by its next scheduled revision or new release to the Subscription Service.

(b) Limitations on support:

  • Customer must use its support account to submit in writing to the Licensor’s support website ( all requests for enhancements, bug fixes or error fixes.
  • Licensor reserves the right to decide whether or not to undertake development of “Enhancements”, meaning changes or additions to the Software requested by Licensee but outside the scope of this Agreement. If the Licensor agrees to undertake development of Enhancements, it shall submit a Professional Services offer providing for scope, fees, costs and other applicable elements. Enhancements will carry no warranty (other than title) unless expressly agreed in writing by Licensor.

The Subscription Service’s support will include:

* Responses to technical questions
* Troubleshooting of technical issues
* Bug fixes

A detailed Scope of Support presentation is available for download on the Licensor support website ( This presentation explains exactly what is included and what is not included.



This Appendix applies to Professional Services provided by Licensor, supplements the Wiiisdom Terms and Conditions which apply and this Appendix supersedes any conflicting terms in connection Professional Services. Capitalized terms used in this Appendix have the meaning defined in context or in the Wiiisdom Terms and Conditions.



1.1 Service Descriptions. The scope of Professional Services and related deliverables (“Deliverables”) are described (i) in the service descriptions for standard Wiiisdom professional services packages and referenced in the Order Form, or (ii) in the mutually agreed service description for custom consulting services as described under a statement of work (“SOW”) (together the “Professional Service Description”). Licensor shall have the right to make any changes to Professional Services which are necessary to comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Professional Services, and Licensor shall notify the Customer of such event.

1.2 Professional Services Delivery. At its sole discretion, Licensor may use its own employees or contractors or employees or contractors of its Affiliates or third-party subcontractors to deliver the Professional Services (each individually a “Consultant” or collectively “Consultants”). Licensor may replace Consultants in its sole discretion. Licensor remains responsible to Customer for delivery of the Professional Services and the activities of the Consultants.

1.3 Out-of-Scope Professional Services. Any services not specifically described in the applicable Professional Service Description are out of scope. Specifically, the following items are out of scope for all Professional Services: (1) any non-Wiiisdom product related work; (2) Product or Subscription Service customization or enhancements; (3) Documentation customization or enhancements; and (4) Customer system administration or compatibility related issues.



2.1 Service Fees. The fees for the Professional Services are set out in the Order Form or SOW (the “Service Fees”). The Service Fees exclude license or subscription fees, expenses and out-of-scope services. In addition, Licensor has identified the Service Fees based on the assumptions described in Section 3. Any changes to scope, timing, or any failure of the assumptions described in Section 3 may require an Order Form or SOW amendment and adjustment to Service Fees to complete the Professional Services. 

2.2 License Fees. License/Subscription Services fees are charged separately from the Professional Services. Customer must license the applicable Product or Subscription Services prior to, or concurrent with, the start of Professional Services. 

2.3 Expenses. Any expenses incurred by Consultant are charged on an actual basis unless otherwise stated in the Order Form or SOW. 

2.4 Professional Services Invoicing. Service Fees will be invoiced and due as described in the Order Form or SOW. If any additional Service Fees are required as a result of an Order Form or SOW amendment, the additional Service Fees will be invoiced and due as described in such amendment. 

2.5 Time & Materials Engagements. The Service Fees for time and material engagements are estimates only and billing will be based on actual hours performed at the rates specified in the Professional Service Description.



3.1 Customer Responsibilities and Required Infrastructure. The successful completion of the Professional Services requires Customer’s cooperation. Customer shall provide all information, data, documentation, equipment, and other resources as may be reasonably requested by Consultant to enable Consultant to meet its responsibilities (including, but without limitation, logins and passwords, access rights, server details, etc.). Customer will also fulfill the Customer prerequisites and responsibilities described in the applicable Professional Service Description. Customer is responsible for data backups, system, network, and security infrastructure provisioning, configuration, and troubleshooting, and providing sufficient and timely access for Consultant to the Customer systems and personnel during normal business hours.

3.2 Workshop Size. Any training workshop is limited to the specified number of users for the applicable Professional Service Description to sustain a manageable Consultant-to-participant ratio.

3.3 Engagement Management. Consultant will appoint a single point of contact for Customer for scoping, scheduling, progress, status, and consumption.

3.4 Customer Project Staffing. The Customer will provide a dedicated project manager to support the Licensor’s responsibilities and dependencies for the project and to identify, communicate and manage Customer’s processes, standards, and policies that impact the project and project timelines. Such Customer project manager shall have all the necessary technical skills, coordinate any third party involved in the project and be invested with the appropriate power to make the necessary decisions and to carry out any recommendations of Consultant.

3.5 Remote Access. The Customer will provide remote access to Customer systems or any necessary third party software for Consultant or alternative means of access acceptable to Consultant at Consultant’s sole discretion. Customer shall ensure that Licensor is authorized to access and use such third party software, and indemnify Licensor thereof.

3.6 Failure to Perform. Licensor and Consultant will be excused for a failure or delay in performance of obligations to the extent that non-performance or delay is caused by act or omission of the Customer or any third party, so long as Licensor or Consultant promptly provides written notice to the Customer of any expected failure or delay and uses all reasonable efforts to avoid and minimize the impact of any such failure or delay.

3.7 Location. Professional Services will be delivered remotely unless otherwise stated in the Order Form or SOW. Where applicable, travel arrangements must be finalized within a reasonable period before each on-site engagement. If Consultant must be present at Customer’s site, Customer shall provide Licensor with any worksite safety and security regulations which may apply.

3.8 Working Hours. Consultant working hours are 9am to 6pm according to Licensor time zone, unless otherwise agreed in writing by Customer and Consultant.

3.9 Non Solicitation. Customer shall be prohibited from, directly or indirectly, soliciting or hiring a Consultant involved in the carrying out of Professional Services during the term of the Order Form or SOW, and for a period of twelve (12) months from termination thereof.



4.1 Service Warranty. Licensor warrants that it will perform Professional Services under the Order Form or SOW in a professional and workmanlike manner. Customer must notify Licensor of any issue which it determines is a breach of this warranty within sixty (60) days of the completion date. If Licensor confirms such determination, Licensor will use commercially reasonable efforts to reperform the services to comply with the warranty. If Licensor determines that it is not commercially feasible to reperform the services, Licensor may terminate the Order Form or SOW for the applicable Professional Services and refund to Customer the amount that Licensor received for the portion of the Professional Services that failed to conform to the warranty. The remedies provided in this Section are Customer’s sole and exclusive remedies for a breach of the professional services warranty provided in this Section.

4.2 Service Completion. Licensor shall make reasonable efforts to meet any performance dates agreed between the Parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Professional Services. The Professional Services are completed upon the first of the following to occur: (1) all Deliverables included in the Service Description are delivered by Consultant; (2) the end of the Professional Services schedule indicated in the Service Description; or (3) for time and material engagements, the Consultant has performed the estimated hours. 

4.3 Customer Acceptance. All Deliverables will be deemed accepted by Customer upon delivery, unless Customer provides written notice to Consultant within five (5) days of delivery specifically identifying the manner in which the Deliverables fail to materially comply with the applicable Service Description (in which case Consultant will have the right to correct the Deliverables as it deems appropriate to satisfy the specifications and deliver corrected Deliverables to Customer). 

4.4 Delivery Reschedule. If Customer does not meet the Customer responsibilities described in the applicable Service Description and the failure results in a change to the agreed delivery dates, it will be considered a delivery reschedule. Licensor will accept a delivery reschedule at no additional cost if Customer provides a reasonable period prior notice to the scheduled delivery date for the applicable Professional Services. If a reasonable notice is not given or the delivery reschedule is due to Customer’s failure to meet its responsibilities, Licensor may charge Customer for the initial planned time and expenses or the additional time needed to complete the Professional Services.



A detailed Data Processing Agreement can be provided upon request.

For the purposes of this appendix, the following terms have the meanings indicated below:
– “Personal data” means any information relating to an identified or identifiable natural person;
– “Processor” means the natural or legal person, public authority, service provider or any other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;
– “Processed Personal Data” means all Personal Data (including, but not limited to, those relating to the CLIENT’s employees, customers, suppliers and/or target companies, as the case may be) for which the Licensor carries out processing under this Agreement;
– “Sub-processor” means the entity acting on behalf of the data controller;
– “Subsequent Subcontractor” means any third party (including Licensor’s subsidiaries) engaged by Licensor to perform its obligations under this Agreement.


1. Licensor’s General Obligations

Each Party shall comply with its respective obligations under the laws and regulations relating to the protection of personal data. The Licensor acts as a subcontractor. The Licensor will therefore only process the Personal Data in accordance with the documented instructions provided by the CUSTOMER and for no other purpose than those expressly defined and approved by the CUSTOMER, except where required by the law of the European Union or of a Member State. 

The Licensor warrants to the CLIENT that it has put in place, will implement and will maintain throughout the term of the Agreement appropriate technical and organizational measures, including (where applicable) but not limited to those set forth in the Agreement, to ensure the security of the Personal Data and to prevent any unauthorized or unlawful processing of the Personal Data, as well as against accidental loss or destruction of or damage to the Personal Data. 

Such technical and organizational measures to be determined by Licensor shall (i) take into account the nature of the Personal Data, the risks posed by the processing activities, the harm that could result from unauthorized or unlawful processing or accidental loss, destruction or damage of the Personal Data, as well as the latest technology, best practices and highest technical standards; (ii) be designed to effectively implement data protection principles and incorporate the necessary processing safeguards to meet the requirements of personal data protection laws; and (iii) ensure that, by default, only the necessary Personal Data is processed for the purposes defined by the CLIENT. Upon request, the Licensor will provide the CLIENT with a written description of the security measures taken. In any event, the Licensor will not reduce the level of security during the term of the Agreement.

Licensor shall also
(i) inform the CLIENT of any request for disclosure of Personal Data that it may receive from third parties, public authorities or courts, as well as of any action and/or proceedings brought by such third parties, authorities or courts concerning the processing of Personal Data;

(ii) notify the CLIENT, as soon as possible, of any requests and/or complaints from data subjects that it may receive in relation to the Personal Data processed, and assist the CLIENT in investigating and processing such requests and/or complaints; 

(iii) assist the CLIENT in fulfilling its obligation to comply with requests to exercise the rights of data subjects: access, rectification, erasure, blocking, restoration, destruction and opposition, and ensure the portability of Personal Data as well as the data subject’s right to be forgotten ;

(iv) notify the CLIENT immediately of any changes likely to affect the processing of Personal Data;

(v) actively cooperate with the CLIENT to enable it to comply with data protection laws and to assess and document the compliance of the processing of Personal Data with data protection laws and this clause, including by providing the CLIENT with any information it may require or which may be necessary; and 

(vi) immediately inform the CLIENT in writing if it believes that the CLIENT’s instructions regarding the processing of Personal Data violate European Union data protection laws and provide sufficient detail to enable the CLIENT to assess the grounds for such a position.

2. Transmission of processed Personal Data

The Licensor shall not transmit the Personal Data to any third party (including, but not limited to, subsequent Subcontractors) without the prior written consent of the CUSTOMER and, if such transmission is authorized by the CUSTOMER, the Licensor shall:

(i) ensure that the persons authorized to process the Personal Data are subject to confidentiality obligations equivalent to those set out in the agreement;

(ii) ensure that its personnel and those of its subcontractors are duly trained in their obligations with regard to the processing of Personal Data;

(iii) ensure that third-party subcontractors who carry out the processing of personal data are bound by the same data protection obligations as those applicable to the Licensor, in particular by providing sufficient guarantees and implementing appropriate measures to ensure that the processing of personal Data meets the requirements of applicable laws on the protection of personal Data;

(iv) provide the CLIENT with a copy of the agreement entered into with subsequent subcontractors who carry out the processing of Personal Data or, failing this, a description of the essential elements of the agreement, including the obligations relating to the protection of the Personal Data processed. 

In any event, Licensor shall remain fully liable to CUSTOMER for any failure by its Subcontractors to comply with their obligations regarding the protection of Personal Data, as if any act or omission by the Subcontractors had been carried out by Licensor.

3.Transfer of Personal Data outside the EEA

The Licensor undertakes not to transfer Personal Data outside the European Economic Area without the prior written consent of the CUSTOMER. Where applicable, Licensor undertakes to obtain such prior consent by informing the CUSTOMER with reasonable notice and providing all relevant information concerning the purpose of such transfer and the country to which the Personal Data would be transferred.

In light of the information provided by Licensor, if the CLIENT agrees to consider such a transfer, Licensor will facilitate the implementation of the measures defined by the CLIENT to ensure an adequate level of protection of the Personal Data transferred.

In any event, Licensor will only be authorized to proceed with a transfer if (i) the transfer has been expressly approved by the CUSTOMER and (ii) the aforementioned measures have been duly implemented to the satisfaction of the CUSTOMER. The CLIENT has the right to request the suspension or termination of any transfer at any time.

4. Personal data protection audits

The Licensor authorizes the CLIENT to carry out audits in connection with the processing of personal data. This audit may be carried out by the CLIENT or by an independent third party appointed by the CLIENT. In this respect, the Licensor undertakes to provide, at its own expense, full access to the CUSTOMER’s internal or external auditors to the information necessary to demonstrate compliance with all its obligations relating to the protection of the Personal Data processed and any reasonable assistance for the performance of the audit. The CLIENT is responsible for all fees charged by any auditor appointed by the CLIENT to carry out such audit.

5. Notification of Personal Data breach

In the event that Licensor identifies or believes that a Personal Data breach has occurred, Licensor will notify CLIENT without delay and, in any event, within twenty-four (24) hours of becoming aware of such Personal Data breach. 

In such circumstances, Licensor shall share at least the following information with the CLIENT: 

– The name and contact details of the Data Protection Officer or other point of contact from whom further information may be obtained; 

– The nature of the Personal Data breach, including, but not limited to, the categories and number of persons affected and the Personal Data affected by the Personal Data breach;

– A description of the measures that the CLIENT can take to mitigate the potential negative effects of the Personal Data breach and to prevent another potential Personal Data breach;

– The consequences of the Personal Data breach;

– The measures proposed or taken by Licensor as a result of the Personal Data breach, including to prevent any further breach.

6. Return or destruction of Personal Data

In the event of termination or expiration of the contract, the Licensor shall, at the CLIENT’s request, return and/or delete the Personal Data within one (1) month of the CLIENT’s request. 

In the event of a return to the CLIENT, after the CLIENT has issued an acknowledgement of receipt of the return, the Licensor shall destroy all Personal Data (including, but not limited to, any files containing the Personal Data) within five (5) business days of the issuance of the aforementioned acknowledgement of receipt from the CLIENT and shall provide the CLIENT with proof that such destruction has taken place. 

If the Licensor is prevented by law from deleting all or part of the Personal Data, the Licensor will inform the CLIENT of such requirements and will implement, at its own expense, the relevant anonymization or pseudo-anonymization measures, as the case may be.