TERMS AND CONDITIONS
Last Update Date: July 6, 2020
These Terms and Conditions (“TAC”) are inclusive part of the agreement (“Agreement”) between Customer (see Definitions below) and Truquate Inc (“Company”). Truquate Inc is the owner and operator of this website (https://www.wizathome.com).
Customer is agreeing to these TAC by completing one or more of the following actions that reference and require accepting these TAC (as part of the Agreement therein):
1) Submitting the Website registration (sign-up) or Services provisioning requests (Example of a Service provisioning request: Creating a Work From Home Policy)
2) Executing an online (Website) or offline (email, Fax, hard copy) Order Form
“TAC” means these Terms and Conditions
“Agreement” means the agreement referencing these TAC
“Company” means Truquate Inc, with a place of business in Austin, Texas, USA. Company can be contacted by means of the contact form available on the Company’s Website. Additionally, direct contact info will be available to Administrators (see definition below).
“Website” means the website(s) operated by the Company in providing the Services. This is: https://www.wizathome.com
“Services” means Work From Home (WFH) Policy Management services provided by the Company via the Website.
“Administrator” means an authorized or legal representative of Customer accepting these TAC on behalf of the Customer. Administrators must possess a valid email ID with a domain name that identifies the Customer.
“Customer” means any company, business entity or employer that is bound by these TAC upon acceptance by the Administrator. Customers are uniquely identified by their domain names.
“Users” means Customer’s employees, consultants and affiliates who sign into Company’s Website to use Services. Each user must possess a valid email ID with a domain name that identifies the Customer.
“Order Form” means an online (Website) or offline (email, Fax, hard copy) format for requesting Company’s Services through paid subscriptions or for a Free Trial.
“Free Trial” means an evaluation or pilot use of Company’s Services, with no fee.
“Service Plan” (or “Plan”) means a specific combination of price (“Fees”), payment frequency of the Fees, initial duration or length for which the Services are ordered (“Initial Service Term”), length of included Free Trial, if any, and the included Service Capacity. Company may offer one or more Service Plans that the Customer can choose from using the Order Form.
“Service Capacity” means usage levels included as part of a Service Plan. Among other metrics, usage levels include the count of Customer’s Users and the count of WFH Policies created by the Administrator.
1. SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an Administrator with an administrative user name and password for Customer’s Company account. Administrators must possess an email ID with a domain name that uniquely identifies the Customer for the purposes of using as the username. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable support in accordance with Company’s standard practice. Additional information, including support hours and contact information is provided in Exhibit A.
1.3 Notwithstanding anything else, during a Free Trial the Services are provided “AS IS” and no warranty obligations of Company will apply.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard policies then in effect and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to Administrator and User passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with deploying the Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted unless expressly set forth herein.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein. In addition to the fees (the “Fees”), Order Forms may specify payment frequency of the Fees, initial duration or length for which the Services are ordered (“Initial Service Term”), length of included Free Trial, if any, and the included Service Capacity (see the definition of “Service Plan” above). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.2 Fees are payable in advance at the beginning of each payment period in a subscription plan. Company prefers to bill Customers through Credit or Debit card payments. However, Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form. Provisions for automatic renewal, if applicable, shall be governed by the terms contained within the Order Form and accepted by the Customer therein.
5.2 Customer may request renewal of the then-current Service Plan before the expiry of the Initial Service Term to extend the overall Service duration, if such Service Plan continues to be part of Company’s Service Plan offerings.
5.3 Customer may request and agree to add on a different Service Plan before the expiry of the Initial Service Term to modify the overall Service Capacities, provided such Service Plan continues to be part of Company’s Service Plan offerings. If the time periods of two different Service Plans overlap, the Service Capacities will be additive during the overlap period. Customer is encouraged to check Company’s Website for available Service Plans, which may change from time to time.
5.4 Subject to earlier termination as provided below, this Agreement has no provision for Cancellation during the Initial Service Term. However, Company encourages Customer to reach out and welcomes the opportunity to make a good faith effort to find a Service Plan that best meets the needs of Customer.
5.5 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
Company shall use commercially reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Administrator and User onboarding activities in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Central Standard Time, with the exclusion of Federal Holidays (“Support Hours”).
Company’s email address for support requests (Helpdesk tickets) is accessible to Customer’s Administrator upon logging into Company’s Website. Alternatively, Customer can initiate support request using the publicly accessible Contact Form on the Company’s Website.
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.