Wojo HQ License Terms and Conditions
WOJO HQ AND LICENSEE AGREE THAT THESE WOJO HQ LICENSE TERMS AND CONDITIONS (“THE TERMS”) SHALL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES AS TO ANY WOJO HQ PRODUCTS OR SERVICES PROVIDED OR TO BE PROVIDED TO LICENSEE AS SET FORTH IN A DOCUMENT INCORPORATING THESE TERMS (AN “ORDERING DOCUMENT”). AS TO ANY PARTICULAR ORDERING DOCUMENT, THE ORDERING DOCUMENT, THE SERVICES DEFINITIONS AND SERVICE-SPECIFIC TERMS AND CONDITIONS, AND THESE TERMS TOGETHER CONSTITUTE THE AGREEMENT OF THE PARTIES AND ARE REFERRED TO COLLECTIVELY HEREIN AS THE “AGREEMENT.” IN THE EVENT OF ANY CONFLICT BETWEEN THE ORDERING DOCUMENT AND THESE TERMS, THESE TERMS SHALL PREVAIL UNLESS THE ORDERING DOCUMENT EXPRESSLY PROVIDES THAT IT IS MODIFYING THESE TERMS WITH RESPECT TO SUCH AGREEMENT.
Licensee and Wojo HQ agree as follows:
“Wojo HQ” has the meaning set forth in Section 13.11 below.
“Licensee” means the party to whom Wojo HQ is to provide products or services pursuant to the Ordering Document (whether identified as “licensee”, “customer”, “client” or similar designation in the Ordering Document). If “Licensee” includes more than one legal person, the obligations imposed upon each shall be joint and several. The act of, notice from or to, or signature of any one or more of the persons included within “Licensee” shall be binding on all such persons with respect to all rights and obligations under this Agreement, including but not limited to any renewal, extension, termination, or modification of this Agreement.
- SUBSCRIBED SERVICES, GRANT OF LICENSE
1.1 Wojo HQ, directly or through an affiliate, agrees to provide to Licensee the products and/or services set forth in the Ordering Document (the “Services”). The Services may include information (the “Licensed Materials”), access to and/or use of software or other technology (the “Wojo HQ Technology”), or other services including premium support. Specific Services may be defined by and are subject to the Services Definitions and Service-Specific Terms and Conditions included with the Ordering Document. Wojo HQ will make the Services available to the Licensee via password-protected online access accessible by Licensee with usernames and passwords, via an application programming interface (“API”), or as otherwise mutually agreed by the parties. Subject to the terms and conditions herein, Wojo HQ grants to Licensee a non-exclusive, non-transferrable license to access and use the Services in accordance with this Agreement and during the Term of this Agreement.
1.2 The Services will be provided as they exist and are updated and amended throughout the Term. Information provided as part of any Licensed Materials may be updated on an ongoing basis and provided according to the criteria used to define the scope of the subscribed Services. Licensee understands and acknowledges that the contents of Licensed Materials will change over time as the data is updated, and that at any given time it has a right to access and use the data to which it is subscribed as it exists at that time. Certain portions of the Services may be provided by Wojo HQ’s third-party licensors, and Wojo HQ’s ability to provide such information may be subject to the willingness of such licensors to continue to contract with Wojo HQ. Features and functions of the Wojo HQ Technology are provided “as is” and as they may be modified, supplemented, or removed from time to time in Wojo HQ’s sole discretion. Wojo HQ shall have no liability to Licensee for any modification to any Service, provided that the product or service provided substantially conforms to the description in the Ordering Document.
1.3 Ownership. Licensee acknowledges and agrees that, as between Licensee and Wojo HQ, the Licensed Materials, the Wojo HQ Technology, and any related documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents, and other intellectual property comprising the Licensed Materials or Wojo HQ Technology) are the property of Wojo HQ, whether or not they are trademarked, copyrighted, or patented. Licensee acknowledges and agrees that this Agreement does not transfer any ownership, right, title, or interest in the Licensed Materials or Wojo HQ Technology, nor any part thereof, except the limited license provided hereunder, and Licensee expressly disclaims and waives any and all claims to any ownership interest in any such information or materials. This includes, without limitation, any Licensed Materials that Licensee downloads, prints, saves, or incorporates into other materials. Licensee further acknowledges and agrees that the Licensed Materials, in whole or in part, are unique, special, and valuable. Subject to the limited rights expressly granted hereunder, Wojo HQ, its affiliates and/or its licensors reserve all right, title, and interest in and to the Licensed Materials and Wojo HQ Technology, including all related intellectual property rights. No rights are granted to Licensee hereunder other than as expressly set forth herein. All other trademarks, registered trademarks, product names, and company names or logos mentioned in or on the Wojo HQ Technology are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Wojo HQ nor any endorsement, sponsorship, or recommendation of Wojo HQ by any such person or entity.
1.4 Third Party Applications. “Third Party Applications” means computer software programs and other technology that are provided or made available to Licensee or Authorized Users by third parties, including those with which the Wojo HQ Technology may interoperate, including, for example, Licensee’s CRM, marketing automation software, or sales enablement software, if any. Wojo HQ may make available certain “Integration Tools”, which consist of Wojo HQ Technology designed to allow Licensee to use Wojo HQ Technology and the Licensed Materials in such a way as to interoperate with one or more Third Party Applications. Wojo HQ is not responsible for and does not endorse any Third Party Applications or websites linked to by Wojo HQ Technology.
1.5 Quality Guarantee, Availability. Wojo HQ guarantees that the Wojo HQ Technology will be available at least 99.9% of the time on a weekly basis, excluding planned outages for system maintenance. In the event that system availability falls below the availability guarantee, Licensee may provide notice to Wojo HQ, and if availability again falls below guaranteed levels within 3 months of such notice, Licensee may terminate this Agreement upon notice to Wojo HQ by providing 1 months notice.
1.6 Support. Wojo HQ will provide reasonable assistance and ongoing support to assist Licensee and Authorized Users in accessing the Licensed Materials. Wojo HQ will make its personnel available by email or phone for feedback, problem solving, or general questions between the hours of 7.30 a.m. and 5:00 p.m. Australian Eastern Standard Time (Monday – Friday) and will make reasonable efforts to acknowledge support requests within 24 business hours.
- AUTHORIZED USE OF LICENSED MATERIALS AND WOJO HQ TECHNOLOGY, RESTRICTIONS
2.2 Qualification of Authorized Users. Licensee shall not designate any person as an Authorized User unless such person is: (1) a natural person and (2) an employee of Licensee. (3) a subcontractor of Licensee. If the employment of any Authorized User that was in effect as of the date such person was designated as an Authorized User terminates, such person’s authorization to access the Services shall be revoked by Licensee without any further action by Wojo HQ. In the event of a termination as described in the previous sentence, Licensee shall take all reasonable steps to ensure that such person ceases accessing the Services. Licensee may reassign Authorized User designations in good faith, subject to the foregoing qualification requirements.
2.3 Authorized Uses, Restrictions:
Upon expiration or termination of this Agreement for any reason, Licensee shall cease accessing the Services and shall cease using the Licensed Materials in any way. Notwithstanding the foregoing, where Licensee has, through using the Licensed Materials in a manner permissible under this Agreement, received responsive communication from a Licensed Materials Contact, Licensee shall not be required to delete such Licensed Materials Contact record upon expiration or termination hereof, and may continue to use such information in a manner otherwise consistent with this Agreement. Licensee is solely responsible for any communications between Licensee or any Authorized User and any Licensed Materials Contact.
2.4 Permitted Use of Wojo HQ Technology, Restrictions. Licensee is permitted to use the Wojo HQ Technology solely for the purpose of accessing and using the Licensed Materials as permitted by this Agreement. Licensee will not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Wojo HQ Technology; (ii) reproduce, modify, create, or prepare derivative works of any of the Wojo HQ Technology or related documentation; (iii) distribute or display any of the Wojo HQ Technology or related documentation other than to Authorized Users; (iv) share, sell, rent, or lease or otherwise distribute access to the Wojo HQ Technology, or use the Wojo HQ Technology to operate any timesharing, service bureau, or similar business; (v) create any security interest in the Wojo HQ Technology; (vi) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on the Wojo HQ Technology or related documentation; (vii) disclose the results of any Wojo HQ Technology or program benchmark tests to any third parties without Wojo HQ’s prior written consent; (viii) employ any measure intended to circumvent limitations to purchased credits or Authorized Users; or (ix) use automated means, such as bots or crawlers, to access any Wojo HQ Technology or extract information therefrom (except such means as are included within the Wojo HQ Technology, such as Integration Tools, or such other means as are expressly approved in advance in writing by Wojo HQ). Licensee may use Wojo HQ Technology only in accordance with this Agreement and not for the benefit of any third party, except with Wojo HQ’s express prior written permission.
2.5 Limitations on Use of the Services. Licensee shall use the Services in a responsible and professional manner consistent with the intended and permissible uses herein and consistent with standard industry practice. Licensee shall not override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits of the Wojo HQ Technology. Licensee will not use the Licensed Materials or Wojo HQ Technology for commercial purposes not permitted under this Agreement and shall not designate any person as an Authorized User if Licensee has reason to believe such person is likely to use the Services on behalf of a third party or otherwise in violation of this Agreement. Wojo HQ may use technological means to place reasonable use limits to prohibit excessive use, including excessive downloads or screen views that indicate a violation of this Agreement, such as sharing with third parties or attempting to circumvent limitations to purchased credits (if applicable). If Licensee’s access to the Services is limited under this paragraph, it may request that the limit be removed, and Wojo HQ may remove or modify a particular limitation if it determines in its sole and absolute discretion that the proposed use by Licensee is in good faith and otherwise consistent with this Agreement.
2.6 Identification of Licensed Materials. Licensee shall not integrate Licensed Materials into any third-party system for the purpose of allowing persons who are not Authorized Users to access or use the Licensed Materials. Any Licensed Materials that are downloaded and/or integrated into any third-party system must be maintained with identifying information indicating that such materials originated with Wojo HQ by, for example, maintaining a lead source of “Wojo HQ.”
2.7 Unauthorized Access and Use. In the event Wojo HQ has a reasonable belief that Licensee or any Authorized User is engaged in or facilitated any unauthorized access or use of the Licensed Materials or Wojo HQ Technology in violation of this Agreement, Wojo HQ, in its sole discretion, may immediately suspend Licensee’s access to the Licensed Materials and/or Wojo HQ Technology until such violation is resolved to Wojo HQ’s reasonable satisfaction. Wojo HQ will have no liability to Licensee for such period of suspension and a suspension shall have no effect on the Term of this Agreement nor on Licensee’s obligation to pay the Subscription Fee.
- TERM AND TERMINATION
3.1 Term. The Initial Term of the Agreement is that which is set forth in the Ordering Document (together with any period of extension under Section 3.2 hereof, the “Term”). The Agreement is not cancellable and shall remain in effect until it expires or is earlier terminated according to its terms.
3.2 Automatic Extension of the Term. On the date that is 30 days prior to the last day of the Term (the “Extension Date”), the Term will automatically extend for a period equal to the length of the Initial Term or one year, whichever is longer, unless either party, on or before the Extension Date, notifies the other in writing that the Term shall not so extend. In the event that the Term is extended under this paragraph: (1) Licensee shall remain subscribed during such period of extension to the Services to which it was subscribed as of the Extension Date, and (2) the Subscription Fees to be paid to Wojo HQ for such Services during such period of extension shall be equal to the annualized amount of the Subscription Fee applicable to all Services to which Licensee was subscribed as of the Extension Date, plus 10% of such fee, plus any applied discount, multiplied by the length of the term in years. Subscription Fees for the period of extension hereunder shall be due upon extension of the Term and shall be payable as invoiced. Wojo HQ will invoice Subscription Fees for any period of extension in a manner substantially consistent with the Ordering Document that applied to the Agreement as of the Extension Date, in Wojo HQ’s discretion.
3.3 Termination. Either party may terminate this Agreement immediately, without further obligation to the other party, in the event of a material breach of this Agreement by the other party that is not remedied within twenty-one (21) days after the breaching party’s receipt of written notice of such breach. The parties may terminate this Agreement at any time upon their mutual Agreement.
3.4 Effect of Termination.
3.4.1 Expiration or Termination for any Reason. Upon expiration or termination of this Agreement for any reason, Licensee acknowledges and agrees that its access to the Services may be automatically terminated, all passwords and individual accounts removed, and all information that has been uploaded into Wojo HQ’s systems by Licensee destroyed. Upon expiration or termination of this Agreement for any reason, unless otherwise provided herein, Licensee agrees to destroy any and all copies of Licensed Materials and any information it has obtained from the Licensed Materials, whether in hard copy or electronic form.
3.4.2 Termination by Wojo HQ. If this Agreement is terminated by Wojo HQ due to an uncured material breach by Licensee, all Subscription Fees payable to be paid to Wojo HQ for the remainder of the then-current Term shall be immediately due and payable to Wojo HQ, and Licensee shall promptly remit all such fees to Wojo HQ.
- FEES AND TAXES
4.1 Licensee shall pay all fees stated in the Ordering Document and any other fees applicable to its subscription to Services as provided hereunder (the “Subscription Fee”). All Subscription Fees are due upon execution of the Ordering Document, or notice of a deemed subscription as provided herein, and payable on the terms set forth therein. If no payment schedule is specified for any Subscription Fees, the entire amount shall be payable within 30 days of Wojo HQ’s transmission to Licensee of an appropriate invoice. All amounts payable by Licensee under this Agreement will be paid to Wojo HQ without setoff or counterclaim, and without any deduction or withholding. Wojo HQ’s acceptance of partial payment or any payment of less than the full amount payable at any given time shall not constitute a waiver or release of Wojo HQ’s right to unpaid amounts.
4.2 Licensee Shall pay all fees electronically via third party payment facilitators Stripe. Annual and Monthly Fees to be paid in advance. All payments are non-refundable. Monthly subscription minimum term 3 months, minimum users 5. 12 Month Upfront Payment Contracts are Non-refundable. Requesting the change of user to be via firstname.lastname@example.org and a new order will be issued accordingly.
4.3 Licensee is responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Licensee’s subscription and assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in the Ordering Document, all fees, rates, and estimates exclude sales taxes. If Wojo HQ believes any such tax applies to Licensee’s subscription and Wojo HQ has a duty to collect and remit such tax, the same may be set forth on an invoice to Licensee unless Licensee provides Wojo HQ with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by Licensee immediately or as provided in such invoice. Licensee shall indemnify, defend, and hold harmless Wojo HQ and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns against any and all actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay taxes owed by Licensee, except to the extent that any such claims, action, or proceeding is directly caused by a failure of Wojo HQ to remit amounts collected for such purpose from Licensee. Wojo HQ is solely responsible for taxes based upon Wojo HQ’s net income, assets, payroll, property, and employees.
- DATA PROTECTION AND CONFIDENTIALITY
5.2 “Confidential Information” of a party means such party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. “Confidential Information” does not include the Licensed Materials (which are subject to other restrictions under this Agreement) nor otherwise include business contact or firmographic information regarding third parties. All business terms of this Agreement, including, but not limited to, pricing and access, shall be considered Confidential Information of Wojo HQ.
5.3 Personal Information. To the extent that either party transmits or receives personal information under this Agreement, such party shall comply with all applicable laws, rules, and regulations regarding privacy and the lawful processing of personal information
5.4 Related Information. Wojo HQ may access, collect, and use any information from or relating to Licensee and Licensee’s use of the Services (“Related Information”) for customer and technical support, for regulatory and third party compliance purposes, to protect and enforce Wojo HQ’s rights, to monitor compliance with and investigate potential breaches of the terms of this Agreement, and to recommend additional products or services to Licensee. Wojo HQ may share this information with Wojo HQ’s partners or affiliates for the same purposes. Licensee grants Wojo HQ and Wojo HQ affiliates the perpetual right to use Related Information and any feedback provided by Licensee for purposes such as to test, develop, improve, and enhance Wojo HQ’s products and services, and to create and own derivative works based on Related Information and feedback, so long as neither Licensee, Authorized User nor any other individual is identifiable as the source of such information.
5.5 Licensee Data. Licensee is solely responsible for all data, graphics, images, files, information, text, voice content, recordings, and other content and materials that are collected, uploaded, posted, delivered, provided, or otherwise transmitted or stored by Licensee in connection with Licensee’s use of the Services (collectively, “Licensee Data”), and Licensee represents and warrants that it has all rights necessary to grant the licenses herein without violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Licensee shall be solely responsible for making any required notices (including without limitation any privacy notices required by applicable local, state, federal, and international laws and regulations) and for obtaining any required consents sufficient to authorize Wojo HQ’s performance of its obligations and exercise of its rights as set forth in this Agreement.
- REPRESENTATIONS AND WARRANTIES
6.1 Each party represents and warrants that: (1) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; and (2) it has the requisite power and authority to enter this Agreement and entering and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound.
6.2 Licensee represents and warrants, and covenants that it will not, in connection with this Agreement, including its use of or access to the Services, engage in, encourage, or permit conduct that violates or would violate any applicable law, rule, or regulation or any right of any third party.
6.3 Wojo HQ represents and warrants that it possesses all necessary authority and permissions to provision Licensee with access to the Licensed Materials and Wojo HQ Technology.
7.1 Remedies not Exclusive. No remedy provided in this Agreement shall be deemed exclusive of any other remedy that a party may have at law or in equity unless it is expressly stated herein that such remedy is exclusive.
7.2 Provisional Remedies. Each party recognizes that the unauthorized disclosure of Confidential Information or, as to Licensee, Licensed Materials, may cause irreparable harm to the other party for which monetary damages may be insufficient, and in the event of such disclosure, such other party shall be entitled to seek an injunction, temporary restraining order, or other provisional remedy as appropriate without being required to post bond or other security.
8.1 Licensee agrees to indemnify, defend, and hold harmless Wojo HQ and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (1) Licensee’s access or use of the Licensed Materials in violation of any law, (2) Licensee’s violation of any provision of this Agreement, (3) Licensee’s sending of any information, messages, or materials to any Licensed Materials Contact (including, but not limited to, through e-mail, mail, or fax) in violation of any law or the rights of any third party, or (4) the use of any Licensed Materials or Wojo HQ Technology by any third party to whom Licensee has granted access (including access obtained by such third party through use of the usernames and passwords assigned to Licensee and its personnel).
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR INSTANCES OF A PARTY’S OR ITS AGENT’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, MULTIPLE, INDIRECT, CONSEQUENTIAL, SPECIAL, LOST BUSINESS, LOST OR CORRUPTED DATA, OR LOST PROFITS DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED BREACH BY WOJO HQ OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS TERMINATION BY WRITTEN NOTICE TO WOJO HQ, AND REFUND OF A PRORATED PORTION OF THE SUBSCRIPTION FEES THAT LICENSEE HAS PAID. WOJO HQ’S MAXIMUM LIABILITY TO LICENSEE SHALL BE THE AMOUNTS ACTUALLY PAID TO WOJO HQ BY LICENSEE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LICENSEE’S CAUSE OF ACTION. EXCEPTING LIABILITY ARISING FROM LICENSEE’S OR ITS AGENT’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OR LICENSEE’S INDEMNIFICATION OBLIGATIONS HEREUNDER, LICENSEE’S MAXIMUM LIABILITY TO WOJO HQ HEREUNDER SHALL BE TWO TIMES (2X) THE AMOUNT OF THE SUBSCRIPTION FEE.
- DISCLAIMER OF WARRANTIES
EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE LICENSED MATERIALS, WOJO HQ TECHNOLOGY, AND ANY OTHER SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER AND EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.
WOJO HQ DOES NOT REPRESENT, COVENANT, WARRANT, OR PROMISE THAT ANY OF THE SERVICES MAY BE USED OR RELIED UPON BY LICENSEE OR ANY OTHER PARTY TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, NOR THAT ANY OF THE SERVICES WILL RENDER LICENSEE NOR ANY OTHER PARTY COMPLIANT WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, AND WOJO HQ EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW ANY SUCH REPRESENTATION, COVENTANT, WARRANTY, OR PROMISE. IF AND TO THE EXTENT THAT LICENSEE USES ANY OF THE SERVICES WITH THE INTENTION OF OR FOR THE PURPOSE OF COMPLYING WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, LICENSEE ACKNOLWEGES AND AGREES THAT SUCH SERVICES ARE, IN THAT REGARD, PROVIDED “AS IS,” AND LICENSEE ASSUMES FULL RESPONSIBILITY FOR ITS COMPLIANCE. LICENSEE AGREES THAT WOJO HQ SHALL HAVE NO LIABILITY TO LICENSEE FOR LICENSEE’S USE OF OR RELIANCE ON ANY SERVICES FOR SUCH PURPOSES.
During the Term of this Agreement and for a period of two (2) years after its expiration or termination, Licensee shall maintain complete and accurate records of Licensee’s use of the Licensed Materials and Wojo HQ Technology sufficient to verify compliance with this Agreement. Licensee shall permit Wojo HQ and its auditors, upon reasonable advance notice and during normal business hours, to examine such records and any systems used by Licensee in connection with the Licensed Materials. The scope of any such audit will be limited to verification of Licensee’s compliance with the terms of this Agreement. Any audit performed under this paragraph shall be at Wojo HQ’s expense, unless the audit uncovers material non-compliance with this Agreement, in which case, Licensee shall reimburse Wojo HQ for its reasonable out-of-pocket expenses incurred in performing such audit.
- MISCELLANEOUS PROVISIONS
12.1 Marketing. Licensee hereby authorizes Wojo HQ to use Licensee’s name and logo for its marketing efforts unless and until such authorization is revoked in writing.
12.2 Notices. Licensee shall provide an email address for notices under this Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other party for such purpose and shall be deemed given when sent. Notices to Wojo HQ shall be sent to email@example.com. If Licensee fails to provide an email address for notices, Wojo HQ may provide notices hereunder by any means reasonably calculated to provide Licensee with actual notice thereof.
12.3 Currency. All monetary amounts specified in this Agreement are in Australian dollars unless otherwise expressly stated.
12.4 Suggestions and Feedback. Wojo HQ shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Licensee, including Authorized Users, relating to the operation of the Services provided such information does not include any Licensee Confidential Information.
12.5 Entire Agreement. This Agreement constitutes the entire Agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written. Any un-expired subscription set forth in any Ordering Document or agreement between the parties for access to Wojo HQ Services shall be governed by the terms hereof.
12.6 Amendment. Wojo HQ may propose amendments to this Agreement at any time by providing notice of such proposed amendments in a manner permitted hereunder. Such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Licensee informs Wojo HQ that it does not accept such amendments. In the event Licensee informs Wojo HQ that it does not accept the proposed amendments, the proposed amendments will not take effect and the existing terms will continue in full force and effect. No other modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Wojo HQ and Licensee.
12.7 Force Majeure. Neither Wojo HQ nor any of its affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
12.8 Unenforceability. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement is to remain in effect as written. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement.