Wizuda Hosted Compliant File Share

Terms & Conditions

Agreement
PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND ICONX SOLUTIONS LTD. T/A WIZUDA, 20 THE COURTYARD, KILCARBERY BUSINESS PARK, NEW NANGOR ROAD, CLONDALKIN, DUBLIN 22, D22 C560, IRELAND. BY ACCESSING AND/OR USING THE SERVICES, CUSTOMER IS AGREEING, ON BEHALF OF AN INDIVIDUAL AND/OR A LEGAL ENTITY, TO BE BOUND BY THE TERMS OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, YOU ARE CONFIRMING THAT YOU ARE AUTHORISED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY, OR OTHER LEGAL ENTITY, WHOSE DETAILS ARE ON THE ORDER CONFIRMATION, BEING HEREINAFTER REFERRED TO AS THE ’CUSTOMER’.

THE CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREES THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY THE CUSTOMER.
IF THE CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT OR IF YOU ARE NOT AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF THE CUSTOMER, DO NOT CLICK ‘I ACCEPT’, AND NOTIFY ICONX SOLUTIONS LTD. T/A WIZUDA AT THE ADDRESS SET OUT ABOVE OF YOUR NON-ACCEPTANCE OF THESE TERMS.

1. DEFINITIONS. As used in the Agreement, the following defined terms shall apply:
1.1. Agreement means this End User Services Agreement, and any other documents incorporated herein by reference.
1.2. Customer means the legal entity or individual that has ordered any Services from Wizuda.
1.3. Customer Account means an account for Customer that is required to access and utilise the Wizuda Hosted Compliant File Share Service.
1.4. Customer Data means any files, documents, recordings, and other information belonging to the Customer, users or others as uploaded to Customer’s account for storage and/or used, presented, or shared, in connection with the Services, and is not related to Wizuda accessing the account for service or support purposes.
1.5. Subscription Charges means all Wizuda charges and fees applicable to the Services.
1.6. Order or Services Order means any initial or subsequent ordering document, auto renewal (if applicable to the Service) and/or online request for access to the Services submitted to, or processed by Wizuda, a Wizuda authorised reseller, and/or through the Wizuda product website.
1.7. Privacy Statement means the Wizuda Privacy Statement at https://www.wizuda.com.
1.8. Services means the Wizuda Hosted Compliant File Share software-as-a-service offering inclusive of any services delivered through the hosted Wizuda service delivery platform, including any components provided with them, and any product updates. Wizuda may update the Service with Updates at any time in its sole discretion.
1.9. Wizuda Hosted Compliant File Share Service Description means the overview of the service as described in the current Wizuda Hosted Compliant File Share data sheet, which can be found at https://www.wizuda.com, and may be amended from time to time.
1.10. Taxes means all applicable taxes on the Service and tariffs and/or duties imposed by any government entity or collecting agency based on the Service.
1.11. Updates means any corrections, bug fixes, new features, or functions added to or removed from the Service, but shall not include any new Service that Wizuda markets and sells separately.
1.12. Use Level means the model by which Wizuda measures, prices and offers the Service to Customer as set forth on the applicable price list, website or order.
1.13. User means named authorised user of Customer.
1.14. Wizuda means iCONX Solutions Ltd. T/A Wizuda, 20 The Courtyard, Kilcarbery Business Park, New Nangor Road, Clondalkin, Dublin 22, D22 C560, Ireland.
1.15. Wizuda Marks means any name, logo, or mark belonging to Wizuda.

2. RIGHTS.
2.1. Right to Use Service for Business. Subject to these terms, Wizuda, with the assistance of Wizuda third-party service providers, will provide the Services set forth in any Order that Wizuda has accepted for Customer’s use, in accordance with the Agreement and applicable Use Levels. Customer may use Services only for business and professional purposes, and as expressly granted in this Agreement. Wizuda hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to use licence for any components provided as may be required to access and use the Services during the Term in accordance with the Agreement. Technical support for the Services is provided as set forth in the applicable Support agreement. Service Description, Updates to the Services are included in the Subscription Charges. Customer shall use the then current version of the Service, including any Updates, as made available by Wizuda.
2.2. Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its Users, not to (1) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile, or attempt to decipher any code relating to the Services and/or Wizuda technology; (2) knowingly or negligently access or use the Service in a manner that abuses or disrupts Wizuda networks, security systems, User accounts, or Services of Wizuda or any third party, or attempt to gain unauthorised access to any of the above through unauthorised means, (3) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libellous, or otherwise objectionable or unlawful; (4) collect, or gather information or data regarding other users without their consent unless permitted by applicable law; (5) transmit through or post in the Services any material that may infringe the intellectual property rights or other rights of third parties, including, without limitation, trademark, copyright, data privacy or right of publicity; (6) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (7) use or access the Services or permit a User to use or access the Services in a manner that violates the terms of this Agreement. Except for Infringement Claims, Customer agrees to indemnify and hold Wizuda harmless against any third-party claim and/or liability resulting from Customer’s use of the Services.
2.3. Violations of Limitations on Use. If Customer becomes aware or receives notice from Wizuda that any Customer Data or any User’s access to or use of Customer Data violates Section 2.2, Customer must take immediate action to remove the applicable part of the Customer Data or to suspend the User’s access to the Services, as applicable. Wizuda may ask Customer to remediate, and if Customer fails to comply with such request, Wizuda may suspend the Services.
2.4 Proprietary Rights. Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to the Wizuda Services or any components provided by Wizuda in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that Wizuda or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, the Wizuda Services and any components, including, without limitation, all modifications, improvements, enhancements, derivative works, configuration, translations, upgrades, and interfaces thereto. This includes any information that Wizuda and its service providers collect and analyse in connection with the Services, such as usage patterns, User feedback, and other information to improve and enhance the Services. Customer hereby grants Wizuda a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of, and otherwise exploit any User feedback without restriction in any manner now known or in the future conceived, and to make, use, sell, offer to sell, import and export any product or service that incorporates the feedback. No other rights with respect to the Service, any related Wizuda Service or product, or any related intellectual property rights are implied.

3. ORDERS, FEES AND PAYMENT.
3.1. Orders. Customer may order Services using the Wizuda ordering processes. Your Service may automatically renew or be extended by your purchase of a renewal. The Service offering you purchase determines how renewals work. In the event your offering includes automatic renewals, should you wish to allow the Service to expire at the end of your then current term, you must provide Wizuda thirty (30) days advance written notice. All Orders, including automatic renewals, are subject to acceptance by Wizuda at its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate, and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by Wizuda for the purposes of managing Customer’s account.
3.2. Fees, Taxes and Payment. Customer is responsible for all Fees and Taxes. Wizuda reserves the right to increase fees for the service. A notice period of ninety (90) days will be given for any increase in fees. If Customer fails to pay Taxes, Customer agrees to reimburse Wizuda for any such Taxes assessed against Wizuda and indemnify and hold Wizuda harmless against any other claim, liability and/or penalties resulting therefrom. All purchases are final with no right to a refund, except as expressly provided under the warranty or the infringement indemnification terms of this Agreement.
3.3. Late Payments. Wizuda reserves the right, in its discretion, to suspend or terminate the Service for non-payment of Fees. Wizuda reserves the right to impose a charge to restore archived data from accounts after suspension or termination for late payment.

4. TERM AND TERMINATION.
4.1. Term. The terms of this Agreement shall apply for the period of Service detailed in an accepted order, including automatic renewals, or if none, for the period of paid or trial subscription.
4.2. Termination for Cause. Either party may terminate the Agreement or a specific Service if the other party breaches any of its material obligations under the Agreement, or as to the specific Service, and fails to remedy within thirty (30) days of receipt of written notice from the non-breaching party, and either party may immediately terminate the Agreement if the other party becomes insolvent or bankrupt, liquidated or is dissolved. Wizuda may immediately terminate the Agreement if the Customer breaches Sections 2, 5 or 6.
4.3. Effect of Termination. Upon termination of the Agreement or affected specific Service, Customer will immediately discontinue all access and use of all Services under the Agreement or the specific Service. Wizuda has no obligation to maintain Customer Data following termination, subject to compliance with applicable law. Subject to availability, the Customer shall have thirty (30) days to download Customer Data after termination by contacting Wizuda technical support, who will provide download access. Neither party shall be liable for any damages resulting from termination of the Agreement, including without limitation unavailability of Customer Data arising therefrom; provided, however, termination shall not affect any claim arising prior to the effective termination date. Wizuda shall have the right to invoice Customer, and Customer agrees to pay for any use of the Service past the date of expiration or termination.
4.4. Survival. The provisions of Sections 1 (Definitions), 2.2 (Limitations on Use), 2.4 (Proprietary Rights), 3 (Order, Fees and Payment), 4.3 (Effect of Termination), 5 (Customer Data and Customer Accounts), 9 (Indemnification), 10 (Limitation on Liability), 11.9 (Notices), 11.11 (General Terms), and 11.12 (Governing Law) shall survive any termination of the Agreement.

5. CUSTOMER DATA AND CUSTOMER ACCOUNTS.
5.1. Customer Data. Customer retains all rights to any and all of its Customer Data, subject to a non-exclusive, worldwide, royalty-free, license to Wizuda necessary to provide the Services hereunder. Wizuda shall not own any data, content, information or material in such Customer Data. Each party shall apply reasonable technical, organisational and administrative security measures, as appropriate relative to the Service, to keep Customer Data protected in accordance with industry standards. The Customer shall retain a current copy of Customer Data outside the Service. The Wizuda Hosted Compliant File Share Service is designed to be delivered only within a larger Customer security environment. Customer shall ensure appropriate security functionality in its environment, including, but not limited to, access controls, firewalls, applications and networks, used in conjunction with the Service. Wizuda and its service providers will monitor the overall performance and stability of the infrastructure of the Services, including as Wizuda deems necessary in its sole discretion: (1) for providing or improving the Services, (2) as directed or instructed by Customer and its Users, and/or (3) for compliance with Wizuda policies, applicable law, regulation, or lawful governmental request. Customer may not block or interfere with that monitoring. If Wizuda reasonably believes a problem with the Service may be attributable to Customer Data or use of the Service, Customer must cooperate with Wizuda to identify the source of, and to resolve the problem. Customer shall comply with all intellectual property laws related to the Customer Data and legal duties applicable to Customer as a data controller by virtue of the submission or storage of Customer Content within the Services, including providing all information or notices Customer is required by law to provide to Users, and obtain consent of the Users, where required. Wizuda has no obligation to maintain Customer Data following expiration of a subscription to the affected Services. Subject to availability and the applicable Service Description, Customer shall have thirty (30) days to download Customer Data after expiration and must contact Wizuda technical support for download access and instructions. Notwithstanding anything in this Agreement to the contrary, this Section expresses the entirety of Wizuda’s obligations with respect to Customer Data.
5.2. Customer Accounts. Customer is solely responsible for (1) the configuration of Customer’s Account, (2) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (3) maintaining the confidentiality of Customer’s accounts, User id’s, and passwords used in conjunction with the Services, and (4) all uses of the Services that occur using Customer’s password or account. Wizuda reserves the right to suspend the Services or terminate the Agreement if Customer misuses or otherwise shares login information among Users. Customer will notify Wizuda immediately of any unauthorised use of its account or any other breach of security. Ownership of Customer’s account is directly linked to the individual or entity that completes the registration process for the account. Wizuda reserves the right to review Customer’s account to the extent necessary to confirm compliance with Section 2.2, applicable Use Levels and this Section 5.2, and to terminate or suspend Customer’s access for overuse and/or misuse.

6. COMPLIANCE WITH LAWS. In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws, and regulations applicable to that party. Specifically, without limiting the generality of the foregoing, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Wizuda may cooperate with lawfully approved government authorities with respect to the Service and Wizuda provision of such Service to Customers.

7. IRISH CREDIT UNION ACT. For Irish Credit Union customers, Wizuda confirms compliance with section 76J (5) of the Credit Union Act 1997 (as amended), and as such, the following forms part of this agreement:
a) Wizuda has the ability, capacity, and any authorisation required by law to perform the activities covered under these terms and conditions reliably and professionally;
b) Wizuda will carry out those activities effectively;
c) Wizuda shall properly supervise the carrying out of these activities, and adequately manage the risks associated with the outsourcing;
d) Wizuda agrees that appropriate action shall be taken by the credit union if it appears to it or to the Bank that Wizuda may not be carrying out those activities effectively and in compliance with any applicable laws and regulatory requirements;
e) Wizuda shall disclose to the credit union any development that may have a material impact on its ability to carry out the outsourced activities effectively and in compliance with applicable laws and regulatory requirements;
f) The credit union may terminate the arrangement for outsourcing, where necessary, without detriment to the continuity and quality of its provision of services to members;
g) Wizuda shall, when required, co-operate with the Bank in connection with the outsourced activities;
h) Subject to Section 6 of this agreement, the credit union, its auditors and the Bank shall have effective access to data related to the outsourced activities, as well as to the business premises of Wizuda;
i) The Bank shall have without notice the right of access to the business premises of Wizuda for the purposes of paragraph (g);
j) Wizuda shall keep any confidential information relating to the credit union or its members in a safe and secure manner.

8. WARRANTIES AND WARRANTY DISCLAIMER. Wizuda warrants that the service, including without limitation any components delivered with services, will materially conform to the service description. Wizuda and its licensors and service providers do not represent or warrant that (1) the use of such services will be timely, uninterrupted or error free, or operate in combination with any other hardware, software, system or data, (2) such services will meet customer’s requirements or expectations, (3) all errors or defects will be corrected, or (4) the services will be free from any harmful components or that any content, including customer or third party content. This limited warranty does not cover problems arising by accident, abuse or use in a manner inconsistent with this agreement or resulting from events beyond Wizuda’s reasonable control.

9. INDEMNIFICATION.
9.1. Indemnification by Wizuda. Subject to Sections 9.2 and 9.3 below, Wizuda shall indemnify the Customer in respect of any claim by a third party that the Customer’s use of the Wizuda Hosted Compliant File Share Service infringes any third party intellectual property rights provided that (1) Wizuda shall be granted control of the claim and Customer shall not settle or otherwise compromise the matter without Wizuda’s prior written consent and (2) Customer shall, at Wizuda’s cost, provide all assistance with respect to the claim reasonably required by Wizuda and (3) Customer shall mitigate all losses, damages and claims which are the subject of such indemnity. For the avoidance of doubt, nothing in this agreement shall be deemed to exclude, restrict or limit liability of either party (or their respective agents or sub-contractors) for death or personal injury resulting from their negligence or any liability for fraudulent misrepresentation.
9.2. Infringement Remedies. If Customer’s use of the Service is, or in Wizuda’s opinion is likely to be, enjoined as a result of an Infringement Claim, Wizuda shall, at its sole option and expense, either (1) procure for Customer the right to continue to use the Service, or (2) replace or modify the Services to make their use non-infringing without degradation in performance or a material reduction in functionality and notify Customer to discontinue use of the prior version, which Customer shall do immediately. If options (1) and (2) above are not reasonably available, Wizuda may, at its sole discretion and upon written notice to Customer, terminate this Agreement, cancel access to the Services and refund to Customer any prepaid, but unused Fees.
9.3. Limitation. Wizuda assumes no liability, and shall have no liability, for any Infringement Claim based on (1) Customer’s access to and/or use of the Services following notice of an Infringement Claim; (2) any modification of the Services by Customer or at its direction; (3) Customer’s combination of the Services with third party programs, services, data, hardware, or other materials; or (4) any trademark or copyright infringement involving any marking or branding not applied by Wizuda or involving any marking or branding applied at Customer’s request.
9.4. Exclusive Remedy. The foregoing states Wizuda’s sole liability and the Customers exclusive remedy with respect to any infringement claim hereunder.

10. LIMITATION ON LIABILITY. Neither party shall be liable to the other party or to any other person for any indirect, special, consequential or incidental loss, exemplary or other damages, whether direct or indirect, arising out of or relating to: (1) loss of data, (2) loss of income, (3) fines, damages, or compensation claims relating to data protection regulations, imposed by any data protection body, government or any third party, (4) loss of opportunity, (5) lost profits, (6) costs of recovery, replacement or restoration of any lost or altered customer data, (7) unavailability or non-performance of any or all of the services, (8) cost of procurement of substitute goods or services, (9) unauthorised access to, compromise, alteration or loss of customer content, (10) any delay or failure to provide the service that is due to third parties (other than third parties under Wizuda’s direct control), including, without limitation, internet service providers, data centres, server hosting companies and telecommunication companies. Except for (a) a party’s indemnification obligations (b) a breach by customer of sections 2 or 5, the total cumulative liability of either party and their respective affiliates, licensors and service providers arising out of this agreement and/or the termination thereof, shall be limited to the sum of the amounts paid for the applicable service during the twelve (12) months immediately preceding the incident giving rise to the liability. The foregoing shall not limit customer’s obligations to pay any fees and/or other sums due under any order.

11. ADDITIONAL TERMS.
11.1. Trial Period. Wizuda may make the Services available to Customer for a limited period of time on a demonstration or trial basis, as specified in the applicable Order. The Trial Period shall terminate, if no other date is specified, fourteen (14) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services will cease or continue as specified in the Order unless cancelled by Customer. During the Trial Period, Wizuda provides the service without warranty or indemnity, to the extent permitted by law, and all other terms of this agreement apply. Wizuda reserves the right to modify or discontinue any trials at any time without notice.
11.2. Beta Versions and Customer Feedback. Customer acknowledges that any beta versions of the service offered to them are offered without warranty, liability or indemnity of any kind by Wizuda. Such versions may contain bugs, errors and other defects. Wizuda does not make any representations, promises, or guarantees that any additional features, enhancements or changes to the Wizuda Compliant File Share Service contained in any Beta version will be made generally available. Wizuda has no obligation to provide technical support or continued availability, and Beta versions can be suspended or terminated at any time by Wizuda at its sole discretion with or without notice to Customer. Customer may be asked to provide feedback regarding Customer’s experience and use ("Feedback"). Customer acknowledges and expressly agrees that any contribution in the form of services, suggestions, ideas, reports, listing of defects or deficiencies, expenditures, logs or otherwise by Customer to any such improvements, updates, modifications or enhancements shall not give or grant Customer any right, title or interest in any such Feedback. Customer agrees to allow Wizuda to incorporate into any commercial product or offering derived any suggested Feedback of any kind, without compensation or accounting and without retention by Customer of any proprietary claim. With respect to the Beta Versions, these terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
11.3. Consent to Use Data. Customer agrees that Wizuda and its service providers may collect and use data and related information, including, but not limited to, technical information about devices, systems, related software, services, or peripherals associated with Customer’s use of the Services (excluding Customer Data). Data collected may be used for purposes of facilitating the provision of software updates, license authentication, support, analytics and other purposes consistent with the Wizuda Privacy Statement at https://www.wizuda.com. By using the Service, Customer agrees to the Wizuda Privacy Statement and use of cookies, which Wizuda and its service providers use to facilitate use of the Services and website.
11.4. Suspension of Service. Wizuda may temporarily suspend the Services if Wizuda determines, at its sole discretion, that (1) payment or the Services is not received within 30 days from the date on which payment is due, (2) Customer or its Users use of the Services are in breach of this Agreement, (3) Customer failed to timely address a request from Wizuda to take action pursuant to Section 2.3, (4) Customer’s use of the Services poses a security risk to the Services or to other users of the Services, or (5) suspension is required pursuant to a court order or other legal process. Wizuda agrees to notify Customer of any such suspension, if permitted by applicable law or unless Wizuda reasonably determines that providing such notice presents a risk of harm to the Services, or to any person or property. Customer will remain responsible for all fees incurred before or during any suspension. Wizuda’s right to suspend Customer’s or its Users’ right to access or use the Services is in addition to Wizuda’s right to terminate this Agreement pursuant to Section 4.
11.5. Recordings. Certain Services provide functionality that allows a Customer to record and/or store, use, transfer and/or present audio and/or data recordings and/or videos. Customer is solely responsible for complying with all laws in the relevant jurisdiction when using this functionality. Wizuda expressly disclaims all liability with respect to Customer's recording, storage, use, transfer and/or presentation of audio, video or shared data while using the Services, and Customer releases and agrees to hold Wizuda harmless from and against any damages or liabilities related to this functionality.
11.6. Data Charges; Customer Connectivity. Customer is responsible for all fees and charges imposed by Customer’s telephone carriers, internet service providers, wireless providers, and other data transmission providers arising out of access to and use of the Service. If Customer’s broadband connection and/or telephone service fails, or Customer experiences a power or other failure or interruption, the Services may also cease to function for reasons outside of Wizuda’s control. As mobile access and text message delivery is subject to the mobile carrier’s network availability, such access and delivery is not guaranteed.
11.7. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without prior written consent from Wizuda, except that Customer may assign this Agreement as part of a corporate reorganisation, consolidation, merger, or sale of all or substantially all of its assets, provided that the assignee abides by these terms. Any attempted assignment in violation of the foregoing shall be void.
11.8. Audit. Not more frequently than annually and at Wizuda’s expense, Wizuda may audit the Customer’s use of any Service, including without limitation on-premises components provided with the Services. If an audit reveals that Customer has underpaid fees for any Services, in addition to other remedies provided for herein, Customer shall be invoiced for such underpaid fees.
11.9. Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and Wizuda, at 20 The Courtyard, Kilcarbery Business Park, New Nangor Road, Clondalkin, Dublin 22, D22 C560, Ireland, or such other address as either party may specify by notice to the other party as provided herein. Non-legal notices may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email. Wizuda may also provide Customer with notice postings on the Wizuda website.
11.10. Entire Agreement; Order of Precedence. The Agreement sets forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. Nothing contained in any Order or other document submitted by Customer shall in any way add to or otherwise modify the Agreement or any Wizuda license program terms under which an Order is submitted. The terms of this Agreement and/or Service Descriptions or other referenced documents may be updated by Wizuda from time to time without notice (but will be identified by the last updated date) and may be reviewed anytime at https://www.wizuda.com. It is the Customer’s responsibility to check the foregoing link for updates. Customer’s continued access to and use of the Services constitutes acceptance of the then-current terms.
11.11. General Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, or employment relationship between or among the parties. No person or entity not a party to this Agreement will be deemed to be a third-party beneficiary of this Agreement or any provision hereof. Wizuda authorised resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on Wizuda. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by such party. Wizuda’s failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, by use of the Services and/or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under this Agreement due to force majeure events and acts beyond a party’s reasonable control. Force majeure events may include: natural disasters, wars, terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, cyberattacks, industrial disturbances, electrical or power outage or utilities failures, labour disputes, and acts of government.
11.12. Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of Ireland. The parties agree to submit to the exclusive jurisdiction of the Irish Courts as regards any claim or matter arising in relation to this agreement.