<aside> 💡 Last Updated: August 2nd, 2021
These Vyzer Customer Terms and Conditions (the "Agreement") constitute a binding agreement between Vyzer Financial Services Ltd. or the other Vyzer entity executing the Order ("Company") and the customer accepting this Agreement ("Customer"). Company and Customer may be collectively referred to herein as the "Parties", and each individually as a "Party".
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT (AND ALL REFERENCES TO "CUSTOMER" SHALL REFER TO SUCH ENTITY). YOU ALSO REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE (AND IN ANY EVENT, OF A LEGAL AGE TO FORM A BINDING CONTRACT).
IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CLICK "I AGREE/I ACCEPT/SIGN UP" (OR THE SIMILAR BUTTON OR CHECKBOX), AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF THE PLATFORM.
This Agreement commences and becomes effective (the "Effective Date") as of the earliest of: (a) the date Customer first clicks “I Agree/I Accept/Sign Up” (or the similar button or checkbox); (b) the date Customer first accesses or uses the Platform, or sets up an Account (defined below); or (c) any effective or commencement date specified in Customer's Order (defined below).
ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT – SEE SECTION 13 (MANDATORY ARBITRATION) AND ITS RELATED SCHEDULE A. PLEASE READ THAT SCHEDULE CAREFULLY, SINCE IT MAY REQUIRE CUSTOMER AND VYZER TO ARBITRATE CERTAIN DISPUTES AND LIMIT THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. THERE IS, HOWEVER, AN OPTION TO OPT-OUT.
DEFINITIONS. The following capitalized terms have the meanings set forth below:
"Company Affiliate" means, with respect to Company, any organization or entity controlling, controlled by, or under common control with, Company, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities, by contract, or otherwise.
"App" means any mobile application version or component of the Platform, for installation and use on Devices. Unless the context requires otherwise, references in this Agreement to the "Platform" shall be deemed to include the "App" as well.
"Content" means any text, data, information, reports, files, images, graphics, software code, or other content.
"Customer Content" means any Content submitted or uploaded to, or imported into, the Platform, or otherwise provided or made available to Company, by or on behalf of Customer. Customer Content includes, but is not limited to, Customer's Account Information (defined below).
"Device" means any mobile telephone, tablet or device that Customer owns or controls.
"Documentation" means the Platform-related operational guides or manuals, which Company provides or makes available to Customer, in any form or medium. Documentation does not include any marketing, or other publicly available, materials. Unless the context requires otherwise, references in this Agreement to the "Platform" shall be deemed to include the "Documentation" as well.
"Platform Content" means any Content (excluding Customer Content) appearing on or in, or otherwise provided or made available via, the Platform (such as insights and analytics).
"Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
"Order" means any order form, sales order, quote, or other ordering document for the provision of the Platform, which is either: (a) mutually signed by the Parties; or (b) to the extent the Platform or Site make available an ordering functionality for the Platform, submitted by Customer via said functionality and subsequently confirmed by Company (for example, via the provision of Platform access credentials). Each Order is hereby incorporated into this Agreement by reference. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and an Order, the former shall prevail (except to the extent expressly stated otherwise in the Order, or to the extent related solely to the Subscription particulars of the Order, in which cases the Order prevails).
"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.
"Platform" means Company's personal wealth management software-as-a-service platform (and underlying Intellectual Property), known as Vyzer
"Pricing Page" means any publicly available web page(s) on the Site where Company publishes its list prices for the Platform, as amended by Company from time to time.
"Subscription Scope" means any Platform usage or consumption limitations and parameters (for example, as to the volume of users, accounts, available features and functionalities, etc.) specified in an Order.
"Sensitive Data" means any (i) categories of data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.
"Site" means the Company's website currently at www.vyzer.co.
"Usage Statistics" means any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or Customer’s use, of the Platform and/or Platform Content (such as metadata, aggregated data, analytics, security findings or discoveries, etc.).
As an alternative to the above Account registration process, Customer may be able to generate an Account, or otherwise access the Platform, by integrating and logging in via a supported third party platform (a "Third Party Application"). As part of such integration, the Third Party Application may provide Company with access to certain information that Customer has provided to such Third Party Application. The type of such information provided to Company, as well as the manner in which the Third Party Application uses, stores, and discloses such information, is governed solely by the policies of the third party operating the Third Party Application, and Company shall have no liability or responsibility for the privacy practices or other actions of such third parties. Company enables such integration merely as a convenience, and the availability of such integration does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company of such Third Party Application or third party, nor any affiliation between Company and such third party. Company shall have no obligation or liability of any kind whatsoever for a Third Party Application or for the third party's policies, practices, actions, or omissions
From time to time, Company may permit Customer to try certain Platform features or functionalities (whether new or existing) at no charge for a free trial or evaluation period (each, an "Evaluation Product"). Evaluation Products may be designated or identified as beta, pilot, evaluation, trial, or the like. Unless configured otherwise by Company, or agreed otherwise (for example, in the Order), the default evaluation period for an Evaluation Product (the "Evaluation Period") is thirty (30) days. However, Company reserves the right to terminate an Evaluation Period at any time, for convenience, with or without notice. For the avoidance of doubt, the restrictions set forth in Section 4.2 (Restrictions) shall also apply to Evaluation Products. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EVALUATION PRODUCTS ARE PROVIDED FOR CUSTOMER'S INTERNAL EVALUATION ONLY (AND NOT FOR PRODUCTION USE), AND COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER TOWARDS CUSTOMER FOR EVALUATION PRODUCTS. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF COMPANY'S LIABILITY TO CUSTOMER FOR AN EVALUATION PRODUCT, COMPANY'S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF AN EVALUATION PRODUCT SHALL NOT EXCEED TEN US DOLLARS (USD$10).
PLATFORM AND SUBSCRIPTION
General. Subject to the terms and conditions of this Agreement (including without limitation Customer's payment of all applicable Fees), Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the subscription term specified in the Order ("Subscription Term"), to: (a) access and use the Platform, and view the Platform Content, for Customer's end-use in accordance with the Documentation, and (b) if applicable, install the App on a Device (collectively, the "Subscription").
For the avoidance of doubt: (i) the Subscription is subject to the applicable Subscription Scope, and Customer shall not use any technical or other means within, or external to, the Platform to exceed or circumvent the Subscription Scope, and (ii) the Platform is only licensed or provided on a subscription basis (and is not sold) hereunder. Any rights not expressly granted herein are hereby reserved by Company and its licensors, and, except for the Subscription, Customer is granted no other right or license in or to the Platform, whether by implied license, estoppel, exhaustion, operation of law, or otherwise. Company reserves the right, but not the obligation, to monitor Customer's use of the Platform.
Restrictions. As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part): (a) copy, create public Internet “links” to, "frame", or "mirror" the Platform or Platform Content; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Platform or Platform Content to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Platform or Platform Content; (d) modify, adapt, translate, or create a derivative work of the Platform or Platform Content; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Platform or Platform Content; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Platform or Platform Content; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform or Platform Content; (h) use the Platform or Platform Data Content to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, either of them; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform or Platform Content, or use any robot, spider, scraper, or any other automated means to access the Platform or Platform Content; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of servers/machines, terminals, sensors, users, or endpoints that directly access or use the Platform or Platform Content (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling'); (k) forge or manipulate identifiers in order to disguise the origin of any Customer Content; (l) take any action that imposes or may impose (as determined in Company's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Platform or Platform Content, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (m) use the Platform or Platform Content in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without Company's prior express written approval) any the results of such activities or other performance data of the Platform; or (n) use the Platform or Platform Content to circumvent the security of another person’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction.
SaaS Hosting. The Platform is made available to Customer electronically, via the Site. The hosting of the Platform (and related processing) will be provided by a third party cloud hosting provider selected by Company ("Hosting Provider"), and accordingly the availability of the Platform shall be in accordance with the Hosting Provider's then-current uptime commitments. In the event Company decides to host the Platform (or a part thereof) internally on Company's own servers under this Agreement, then Company shall notify Customer.
Usage Statistics. For the avoidance of doubt, it is acknowledged and agreed that Company (alone and/or together with Company Affiliates and service providers) may generate and commercially exploit Usage Statistics, as well as use Customer Content for the purpose of enhancing the Platform, and nothing in this Agreement shall be deemed to prohibit or otherwise limit such activities.
Features and Functionalities. Company may, from time to time, modify and replace the features and functionalities (but not material functionalities to which Customer is entitled under the Order, unless it improves the material functionality), as well as the user interface, of the Platform. Some features and functionalities may in any event be restricted by geography or otherwise, in order for Company to comply with applicable Law or commitments to third parties. Customer agrees that its purchase hereunder is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written statements made by or on behalf of Company regarding future functionalities or features.
ACTING AS YOUR AUTHORIZED AGENT