Terms of Use

THIS AGREEMENT GOVERNS CUSTOMER (“You”, “Your”, “Yourself”) SUBSCRIPTION OF WYZARD PLATFORM AND USE OF NEXURA TECHNOLOGIES PVT LTD (“We”, “Our” “Us”) SERVICES. UPON ACCEPTANCE OF THIS AGREEMENT, WHETHER BY SELECTING AN ACCEPTANCE BOX OR BY EXECUTING THIS AGREEMENT OR AN ORDER FORM THAT INCORPORATES THIS AGREEMENT, YOU ARE CONSENTING TO THE TERMS OUTLINED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU AFFIRM THAT YOU POSSESS THE AUTHORITY TO LEGALLY BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IN SUCH A CASE, THE TERMS “YOU” OR “YOUR” SHALL PERTAIN TO SAID ENTITY AND ITS AFFILIATES.

1. DEFINITIONS

“Wyzard” means the cloud-based Software as made available by Nexura to Customer hereunder in a hosted, software-as-a-service format, and including all upgrades, updates and patches to the opted SaaS Services that Nexura makes available for general release at no additional charge to its Customers.

“Platform User or Admin” means an individual who is authorized by You to use one or more of the Services. Admins may include, for example, Your employees or authorized consultants.

“GDPR” means the EU General Data Protection Regulation (EU)2016/279

“Affiliate” refers to any organization that has direct or indirect control over, is controlled by, or is under common control with the specified entity. For the purposes of this definition, "control" denotes the direct or indirect ownership or control of more than 49% of the voting interests.

“Agreement” means this Main SAAS Subscription Agreement.

“We,” “Us” or “Our” means Nexura technologies Pvt Ltd.

“You” or “Your” means the person accepting this Agreement, or, if applicable, the company or other legal entity for which you are accepting this Agreement.

2. OUR RESPONSIBILITIES

2.1 Provision of Purchased Services: We shall (a) provide the Purchased Services to you in accordance with this Agreement and the relevant Order Forms; and (b) furnish our standard support for the Purchased Services to you at no additional cost. Notwithstanding the above, the availability of the Purchased Services may be affected by: (i) planned downtime (for which we will provide at least 8 hours' electronic notice through the Services and which we will schedule, as far as possible, during weekend hours), and (ii) circumstances beyond our reasonable control, such as, for example, failure or delay by Internet service providers, failure or delay by non-Wyzard applications, or denial of service attacks. We reserve the right to modify the Services at any time and from time to time; however, we will not significantly reduce the functionality of the Purchased Services during a Subscription Term.

2.2 Data Protection of Your Services. We will uphold administrative, physical, and technical safeguards that adhere to industry standards to protect the security, confidentiality, and integrity of Your Services Data. These measures will be implemented to prevent access, use, modification, or disclosure of Your Services Data by our personnel, except as explicitly outlined in this Agreement.

2.3 Beta Services. Occasionally, we may extend an invitation for you to participate in trial usage of Beta Services at no cost. You have the sole discretion to accept or decline such trials. Beta Services will be explicitly labeled as beta, alpha, early access, preview, non-production, evaluation, or with a similar description.

3. Utilization of SERVICES; AFFILIATES Entities

3.1 Subscriptions. Unless stated otherwise in the relevant Order Form, (a) Services are acquired as subscriptions, (b) additional subscriptions may be included during a Subscription Term, with the duration of such additional subscription(s) being adjusted for the remaining portion of that Subscription Term at the time the mid-term subscriptions are added, and (c) any added subscriptions will conclude on the same date as the Subscription Term.

3.2 Usage Limits. The Services are bound by usage limits, as outlined in the relevant Order Form(s). Unless stated otherwise, the quantity specified in an Order Form pertains to End User Accounts and Integrations, as applicable. Should you surpass your current contractual usage limit, as detailed in the relevant Order Form, you will be responsible for additional fees related to the excess usage and must make payment in accordance with Section 5.2 (Invoicing and Payment).

3.3 Your Responsibilities. You will (a) be responsible for Admins' compliance with this Agreement and for all activities that occur through Your Admins' use of Our Services, (b) access and use the Services in accordance with Wyzard's usage guides and policies, (c) be responsible for the accuracy, quality and legality of Your Services Data, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use.

4. FEES AND PAYMENT FOR PURCHASED SERVICES

4.1 Fees. You are obligated to remit all fees outlined in the Order Forms. Unless otherwise stated herein or in an Order Form, (i) fees are determined by the Service purchased and are not contingent on actual usage, (ii) payment obligations are irrevocable, and fees paid are non-reimbursable, and (iii) the quantities purchased cannot be reduced during the applicable Subscription Term. You are accountable for any outstanding payments due but not remitted by any of Your Affiliates procuring Services under this agreement.

4.2 Invoicing and Payment. We shall issue invoices to you in advance and as specified in the relevant Order Form. Unless otherwise indicated in the Order Form, charges invoiced are payable within thirty (30) days from the date of the invoice. It is your responsibility to furnish us with comprehensive and accurate billing and contact details, and to inform us promptly of any changes to such information.

4.3 Outstanding Charges. If any undisputed invoiced amount is not received by us by the due date, then, without prejudice to our rights or remedies, (a) late interest may accrue on those charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.