本政策描述了我們為支援 Wizpresso 以及 Wizpresso 提供的其他產品、服務和功能（「服務」）而處理的資訊。 

Wizpresso 尊重其網站和服務訪客的隱私。 本資料政策管轄 Wizpresso Limited 收集、使用、維護和揭露從 wizpresso.com 網站（「網站」）的使用者（每個「使用者」）以及本網站的任何子網域收集的資訊的方式，包括我們的軟體應用程式. 本資料政策適用於本網站以及 Wizpresso Limited 提供的所有產品和服務。

我們認識到本網站的訪客和使用者可能想知道我們如何處理在我們網站上收集的資訊。 本數據政策可能會不時更新，旨在解決這些問題。

您使用本網站向我們表明您已閱讀並接受本資料政策中概述的我們的隱私權做法。 如果您對本隱私權聲明有任何疑問或疑慮，請與我們聯絡： support@wizpresso.com.

本資料政策是與 Wizpresso 或其附屬公司簽訂的任何其他具有法律約束力的協議的補充，這些協議可能管轄您的隱私或對 Wizpresso 產品和服務的使用。 若任何此類協議均為書面形式且與本資料政策相衝突，則以此類書面協議的條款為準。

一般來說，當使用者造訪我們的網站並存取資訊時，使用者將保持匿名。 然而，對於透過我們網站提供的某些服務，例如請求產品試用或訂閱電子郵件更新，我們將要求使用者使用線上註冊表進行註冊並分享個人識別資訊。

 

1) 我們收集哪些類型的資訊？

為了提供 Wizpresso 服務，我們必須處理有關您的資訊。 我們收集的資訊類型取決於您如何使用我們的服務。

我們接收並儲存有關您的訊息，例如：

• 您向我們提供的資訊：我們收集您向我們提供的信息，其中包括：
  • 您的姓名、電子郵件地址、地址或郵遞區號、付款方式、電話號碼和就業資訊。 我們透過多種方式收集這些資訊，包括當您在使用我們的服務時輸入該資訊、與我們的客戶服務互動或參與調查或行銷促銷時；
  • 您選擇提供的資訊包括評級、偏好、帳戶設定或透過我們的服務或其他地方向我們提供資訊。

• 我們自動收集的資訊：我們收集有關您和您對我們服務的使用、您與我們的互動和我們的廣告的信息，以及有關您用於訪問我們服務的計算機或其他設備的信息。 這些資訊包括：
  • 您在 Wizpresso 平台上的活動，例如使用歷史記錄和使用者特定配置；
  • 透過使用 cookie、廣告識別碼、網路信標和其他技術收集的資訊
  • 設備和軟體特性、連線資訊、頁面瀏覽量統計、引用來源、IP 位址、瀏覽器和標準 Web 伺服器日誌訊息
  • 裝置 ID 或其他唯一識別符
  • 您與客戶服務互動的詳細訊息，例如聯絡我們的日期、時間和原因、任何聊天對話的記錄，以及您致電我們時的電話號碼和通話錄音；
  • 您與我們的電子郵件、推播和簡訊的互動；

• 來自其他來源的資訊：我們可能會從其他來源獲取資訊。 我們根據本資料政策中所述的做法以及資料來源施加的任何其他限制來保護這些資訊。 這些來源隨著時間的推移而變化，但可能包括：
  • 協助我們根據您的 IP 位址確定位置的服務供應商，以便客製化我們的服務並用於符合我們的資料政策和使用條款的其他用途；
  • 選擇在其平台上分發我們的服務或與我們提供聯合品牌服務或參與聯合行銷活動的合作夥伴
  • 公開來源，例如開放的政府資料庫；
  • 根據與您的關係向我們提供更新的付款方式資訊的支付服務提供者。

2）我們如何使用這些資訊？

我們使用這些資訊來提供、分析、管理、增強和個人化我們的產品、服務和行銷工作，處理您的註冊、訂單和付款，並就這些主題和其他主題與您溝通。 例如，我們使用這些資訊來：

• 確定您的大致地理位置，提供在地化內容，為您提供我們認為您感興趣的內容的客製化和個人化推薦，確定您的網路服務供應商，並幫助我們快速有效地回應查詢和請求；
• 預防、偵測和調查可能被禁止或非法的活動，包括欺詐，並執行我們的服務條款；
• 分析和了解我們的受眾，改進我們的服務（包括我們的使用者介面體驗）並優化內容選擇、推薦​​演算法和交付；
• 與您就我們的服務進行溝通，以便我們向您發送有關Wizpresso 的新聞、Wizpresso 上提供的新功能和內容的詳細信息以及特別優惠、促銷公告和消費者調查，並協助您處理操作請求，例如密碼重置請求。

3）這些資訊是如何共享的？

我們不會向他人出售、交易或出租使用者的個人識別資訊。 未經用戶許可，我們不會與本數據政策未涵蓋的無關第三方共享用戶的個人識別信息，除非是為了遵守法律或回應司法程序而合理必要的範圍。

我們可能會出於某些目的或向其他方披露您的信息，如下所述：

• Wizpresso 集團公司：我們根據以下需求在 Wizpresso 集團公司之間分享您的資訊：資料處理與儲存； 為您提供對我們服務的存取； 提供客戶支援； 做出有關服務改進的決定； 內容開發； 以及用於本資料政策中所述的其他目的。
• 服務提供者：我們使用其他公司、代理商或承包商（「服務提供者」）代表我們提供服務或協助我們向您提供服務。 例如，我們聘請服務提供者提供行銷、廣告、通訊、基礎設施和 IT 服務，個人化和優化我們的服務，處理信用卡交易或其他支付方式，提供客戶服務，催收債務，分析和增強數據，並處理和管理消費者調查。 在提供此類服務的過程中，這些服務提供者可能會存取您的個人資訊或其他資訊。 我們不授權他們使用或披露您的個人信息，除非與提供服務有關。
• 促銷優惠：我們可能會提供聯合促銷或計劃，為了讓您參與，我們需要與第三方分享您的資訊。 在完成這些類型的促銷活動時，我們可能會分享您的姓名和其他與完成獎勵相關的資訊。 請注意，這些第三方對其自己的隱私權慣例負責。
• 執法或法律要求：如果我們或他們合理地認為需要披露您的個人資訊或其他信息，以便(a) 滿足任何適用的法律、法規、法律程序或政府要求，(b) 執行，則Wizpresso 及其服務提供者可能會揭露您的個人資訊或其他資訊適用的使用條款，包括對潛在違規行為的調查，(c) 偵測、防止或以其他方式解決非法或涉嫌非法活動、安全或技術問題，或(d ) 保護Wizpresso、其權利、財產或安全免受損害依法要求或允許，使用者或公眾。

您也可以選擇透過以下方式揭露您的資訊：

• 使用我們的服務時，您將有機會透過電子郵件、簡訊和其他共享應用程式共享訊息
• 社交插件和類似技術可讓您分享訊息

4) 存取帳戶和個人資料

如果您分享或以其他方式允許其他人存取您的帳戶，他們將能夠看到您的訊息，例如您的帳戶資訊、配置、偏好設定或我們應用程式中的其他資訊。

您的資料隱私選擇

• 電子直郵：如果您不想再透過電子郵件接收我們的某些通信，只需點擊電子郵件中的「取消訂閱」連結即可。 請注意，您無法取消訂閱我們發送的與服務相關的信件，例如與您的帳戶管理相關的訊息。

如需提出請求，或如果您對我們的隱私權慣例有任何其他疑問，請透過 href="mailto:support@wizpresso.com"support@wizpresso.com與我們聯絡。 我們會回應希望根據適用的資料保護法行使其資料保護權利的個人提出的所有請求。

您的資訊和權利

您可以要求存取您的個人信息，或更正或更新我們持有的有關您的過時或不準確的個人資訊。

您可以透過訪問我們應用程式的「個人資料設定」部分最輕鬆地做到這一點，您可以在其中訪問和更新有關您帳戶的廣泛信息，包括您的聯繫方式、就業、付款以及有關您的各種相關資訊。帳戶。 您必須登入才能存取“個人資料設定”部分。 您也可以要求我們刪除我們持有的有關您的個人資訊。

我們可能會拒絕不合理或法律不要求的請求，包括那些極度不切實際、可能需要不成比例的技術努力或可能使我們面臨營運風險的請求。 我們可能會根據適用法律和法規的要求或允許保留信息，包括尊重您的選擇、用於我們的計費或記錄目的以及實現本數據政策中所述的目的。 當不再需要個人資訊時，我們會採取合理措施以安全的方式銷毀或取消識別個人資訊。

5）安全

我們使用合理的行政、邏輯、實體和管理措施來保護您的個人資訊免遭遺失、被盜以及未經授權的存取、使用和修改。 這些措施旨在提供適合處理您個人資訊的風險的安全等級。

6) Cookie 和其他儲存技術

Cookie 是當您瀏覽和使用網站和線上服務時通常儲存在您的裝置或瀏覽器上的小型資料檔案。 它們被廣泛用於使網站正常運作或更有效率地運行，以及提供報告資訊並協助服務或廣告個人化。 Cookie 並不是實現此功能的唯一技術類型； 我們也出於類似目的使用其他類似類型的技術，例如網路信標和廣告識別碼。 在本政策中，我們將所有這些技術稱為「cookie」。

我們希望您了解我們對這些技術的使用，因此本節介紹了我們使用的技術類型、它們的用途以及您對其使用的選擇。

我們為什麼要使用cookies？

我們和我們的服務提供者出於各種原因使用 cookie。 例如，我們使用這些技術透過在您返回時記住您來方便地存取我們的服務，以提供和分析我們的服務。 我們也使用 cookie 來進一步了解我們的用戶及其可能的興趣，並提供和客製化行銷或廣告。 我們以以下方式對 cookie 進行分類：

• 基本 cookie：這些 cookie 是提供我們的網站或線上服務所必需的。 例如，當我們的會員使用我們的網站和應用程式時，我們和我們的服務提供者可能會使用這些 cookie 來驗證和識別我們的會員，以便我們可以向他們提供服務。 它們還幫助我們執行我們的使用條款、防止詐欺並維護我們服務的安全。
• 效能和功能 cookie：這些 cookie 不是必要的，但可以幫助我們個人化並增強您使用 Wizpresso 的線上體驗。 例如，它們幫助我們記住您的偏好並防止您需要重新輸入先前提供的資訊。 我們也使用這些 cookie 收集有關訪客使用 Wizpresso 服務的資訊（例如熱門頁面、轉換率、檢視模式、點擊率和其他資訊），以便我們能夠增強和個人化我們的網站和服務，並進行行為市場調查。 刪除這些類型的 cookie 可能會導致我們的服務功能受到限制。
• 廣告 Cookie 和廣告識別碼：這些 Cookie 和廣告識別碼使用有關您使用本網站和其他網站和應用程式的資訊、您對廣告和電子郵件的回應以及投放與您更相關的廣告。 這些類型的廣告稱為「基於興趣的廣告」。 許多與我們的服務相關的廣告 cookie 屬於我們的服務提供者。

我如何行使有關 cookie 的選擇權？

若要選擇退出Wizpresso 與行動裝置、平板電腦或串流媒體裝置上的廣告識別碼相關的基於興趣的廣告，請在您的裝置上設定適當的設定（通常在您的裝置中的「隱私權」或「廣告”下找到）設備的設定）。 您可能仍會在設備上看到 Wizpresso 廣告，但它們不會根據您可能的興趣進行自訂。

7) 本資料政策的變更

我們將不時更新本資料政策，以回應不斷變化的法律、監管或營運要求。 在任何此類更新生效後，您繼續使用 Wizpresso 服務將構成對這些變更的確認和（如適用）接受。 如果您不想承認或接受本資料政策的任何更新，您可以取消使用 Wizpresso 服務。 若要了解此資料政策的上次更新時間，請參閱下面的「上次更新」部分。

Last updated: 12 March 2022 

WIZPRESSO SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION

AGREEMENT ("Agreement")

PLEASE READ THE WIZPRESSO SOFTWARE AS A SERVICE AGREEMENT CAREFULLY BEFORE YOU START TO USE THE SERVICE. BY USING THE SERVICE, OR BY OTHERWISE ACCEPTING THESE TERMS (EITHER BY CLICKING “ACCEPT” OR IN CONNECTION WITH AN ORDER FORM OR OTHER AGREEMENT WITH WIZPRESSO WHICH INCORPORATES THESE TERMS OF SERVICE BY REFERENCE), YOU ARE AGREEING TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE SERVICE.

This Wizpresso Software as a Service (SaaS) Subscription Agreement ("Agreement") constitutes a legal agreement between Wizpresso Limited, a Hong Kong corporation with its principal place of business located at Room 11, 4/F, Cyberport 3 Core C, 100 Cyberport Road, Hong Kong and you, the subscriber (“Subscriber”). 

WHEREAS, Wizpresso will provide to Subscriber its software application and/or certain monitoring services as part of the Wizpresso Cloud Service offerings as referred to in the Wizpresso Sales Quote, or in the authorized Wizpresso Reseller Sales Quote. In addition, Subscriber may seek certain additional services at a separate cost as reflected in an associated Wizpresso Sales Quote and that for the purposes of this Agreement both may be jointly or individually referred to as "Service"). For the purpose of clarity, the parties acknowledge that the Services include software applications, as well as third-party data under license to various third-party data providers and offer within the service, all of which are governed by the terms of this Agreement and that Service and Software may be jointly referred to throughout this Agreement as Software. With regard to all Services, Wizpresso's performance is conditional upon Subscriber fulfilling its obligations set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

DEFINITIONS: The terms referenced in this Agreement have the following meaning:

1. "Wizpresso Cloud Services" are certain specified Services that are run on the Wizpresso Cloud Services Environment and made commercially available by Wizpresso under the terms of this Agreement.
2. "Wizpresso Cloud Services Environment" refers to the combination of hardware and software owned, licensed, subscribed to, or managed by Wizpresso to which Wizpresso grants the Subscriber and Users access to a portion of the Wizpresso Cloud Service Environment as part of the Wizpresso Cloud Services that are described in the Wizpresso Sales Quote or the Wizpresso Reseller Sales Quote.
3. "Wizpresso Reseller" is the entity authorized by Wizpresso to offer Wizpresso Services, subject to the terms of this agreement to the Subscriber under the terms of this Agreement.
4. "Wizpresso Reseller Sales Quote” means the formal offer for the sale of specified Wizpresso products and services pursuant to this Agreement made available to Subscriber by a Wizpresso Reseller.
5. "Wizpresso Sales Quote" is a formal Wizpresso offer for the sale of specified products and services pursuant to this Agreement, which shall be effective upon Subscriber’s execution thereof.
6. "Wizpresso Software Service Description" is the formal Wizpresso description of the commercial service offering defining the scope and coverage of the service, referenced in the Wizpresso Sales Quote or the Wizpresso Reseller Sales Quote and attached to this Agreement as Attachment B.
7. "Services" means, collectively the Wizpresso Cloud Services, Professional Services and Software in the Wizpresso Software Service Description referenced on the Wizpresso Sales Quote or the Wizpresso Reseller Sales Quote.
8. "Software" refers to the application software developed and or distributed by Wizpresso, as referenced on the Wizpresso Sales Quote or the Wizpresso Reseller Sales Quote, and as described in the Wizpresso Software Service Description, and including any new release, version, update or upgrade that to the application software (including any Subscription Upgrade) that the Subscriber chooses to adopt.
9. "Subscriber" means you, the entity subscribing to Wizpresso Services and the subscriber named above.
10. "Subscriber Data" means any data, content, document, file, video, image, or other materials of any type that Subscriber, submits or otherwise transmits to or through Services.
11. "Users" means those employees, contractors, and end-users, as applicable, authorized by the Subscriber to use the Services in accordance with this Agreement. For Services that are specifically designed to allow the Subscriber’s clients, customers, suppliers or other third parties to access the Services to interact with the Subscriber, such third parties will be considered "Users" subject to the terms of this Agreement.
12. "Third-Party Data" means data sources provided from public sources or by a third-party vendor for use with the Service, such as stock exchange data or the Wizpresso Reseller Sales Quote.

I. SOFTWARE AS A SERVICE ("SaaS") END USER LICENSE AGREEMENT

1.1 SaaS End User License. The Software provides the functionality as specified in the printed Wizpresso Software Service Description and product documentation, Attachment B. The Software including any pre-existing data, is the proprietary property of Wizpresso and its suppliers and Wizpresso retains any and all rights, title, and interest in and to the Software, including in all copies, improvements, enhancements, modifications, and derivative works of the Software. Such pre-existing data includes but is not limited to Wizpresso-provided data feeds, model data, or performance metadata derived from the use of service. Subscriber accepts and agrees to be bound by the terms of this Agreement which, upon execution, supersede any clickwrap or click-through terms in the event of any conflict. The Software includes analysis and suggestions generated by various proprietary models and algorithms for streamlining workflow. The analyses and suggestions may not be accurate or complete, or up-to-date and are subject to ongoing and continual change without notice. Wizpresso does not make any representations or warranties regarding the analysis and suggestions and assumes no responsibility, for the accuracy, completeness, or currency of the analysis and suggestions, or any decisions Subscriber makes based in whole or part on this analysis or suggestion. The analysis and suggestions are not a substitute for Subscriber’s own judgment, professional advice, or the need to seek additional input and research before making any decisions and should NOT be used alone to make decisions.

1.2 Third-Party Data License. The Software includes access to various confidential and proprietary Third-Party Data that is utilized along with the Service as a comparative data source in processing the Subscriber Data and generating various reports and reporting data. This information is compiled from third-party sources, including but not limited to, public records, user submissions, and other commercially available data sources. These sources may not be accurate or complete, or up-to-date and are subject to ongoing and continual change without notice. Neither Wizpresso nor its Third-Party Data sources make any representations or warranties regarding the data and assume no responsibility, for the accuracy, completeness, or currency of the data, or any decisions Subscriber makes based in whole or part on this data or information. This data and information are not a substitute for Subscriber’s own judgment, professional advice, or the need to seek additional input and research before making any decisions and should NOT be used alone to make decisions. Wizpresso further represents they will use reasonable commercial efforts to: (i) help ensure the appropriateness of all Third-Party Data before it is selected for use with the Service; (ii) to promptly remove any Third-Party Data from the Service that is identified as inaccurate data; and (iii) promptly advise Subscriber of known or suspected problems and/or concerns with any Third-Party Data.

1.3 Software License Grant. Except as otherwise expressly agreed upon in writing by the parties, and subject to Subscriber’s compliance with the terms and conditions of this Agreement, Wizpresso grants to Subscriber a non-exclusive, non-transferable license to use the Software, Service, and related user documentation solely in Subscriber’s internal business operations during the term of this license ("License"). Subscriber is provided a right to: (i) use the Software within the Wizpresso Cloud Services Environment in accordance with the scope and term of this Agreement as specified in the Wizpresso Sales Quote, and does not acquire any rights of ownership in such materials; and (ii) to use the output generated for Subscriber’s internal purposes, including after the end of the term of the License. For the purpose of clarity, no third-party may rely in any manner on the reports, results, recommendation work product provided by or generated through the Service, all work is provided for informational purposes solely for the benefit of the Subscriber. Subscriber rights to use the Service shall be limited to those expressly granted in this Agreement. All rights not expressly granted to Subscriber are retained by Wizpresso. The Service is protected by copyright laws, trade secrets, as well as laws and any applicable regulations and/or treaties related to other forms of intellectual property. Wizpresso owns, or has the necessary rights in, all intellectual property rights in the Service.

The Subscriber gives permission to Wizpresso to use, process, collect, copy, store, transmit, modify and create derivative works of Subscriber Data, in each case solely to the extent necessary to provide the applicable Service to Subscriber in accordance with this Agreement and for no other purpose whatsoever, for the duration of the Services period plus any additional post-termination period not exceeding 60 days, during which Wizpresso shall provide the Subscriber with access to retrieve an export file of Subscriber’s content. The license granted by Wizpresso in pursuant to this Agreement shall apply only for the number of users id’s, or usage capacity provided for pursuant to the associated Wizpresso Sales Quote, and shall only be valid for such time as the License term stated in the Wizpresso Sales Quote remains in full force and effect under this Agreement; in the event Subscriber terminates or otherwise discontinues their use of the hosted Wizpresso Cloud Service Environment with Wizpresso, this license and Subscriber’s right to use the Service shall terminate without further notice. Wizpresso shall make only such copies of the Subscriber Data as may be necessary to perform its obligations under this Agreement or otherwise as part of its regular internal backup and/or disaster recovery practices. Subscriber shall take reasonable steps, including limiting access to user IDs and passwords, to limit access to the Software to those of its employees who are authorized to use the Software. Except in the case of Wizpresso’s negligence or willful misconduct or breach of any of its obligations under this Agreement, Subscriber remains responsible for any and all actions taken using Subscriber accounts and passwords, and Subscriber agrees to immediately notify Wizpresso of any unauthorized use of which Subscriber becomes aware, or reasonably suspects.
The Subscriber agrees not to knowingly use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including the Subscriber Data, Service generated work product or report, or third-party content, for any purpose that may:

• (i) menace or harass any person or cause damage or injury to any person or property;
• (ii) involve the publication of any material that it knows to be false, defamatory, harassing or obscene;
• (iii) violate privacy rights or promote bigotry, racism, hatred or harm;
• (iv) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters;
• (v) constitute an infringement of intellectual property or other proprietary rights
• (vi) frame, scrape, link or mirror any content forming a part of the Service, other than Subscriber’s own intranets or otherwise for its own internal use;
• (vii) knowingly upload to the Service or use the Service to send or store viruses, worms, time-bombs, Trojan horses or other harmful or malicious code; or
• (viii) otherwise violate applicable laws, ordinances or regulations.

In addition to any other rights afforded to Wizpresso under this Agreement, Wizpresso reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material. Wizpresso shall have no liability to the Subscriber in the event that Wizpresso takes such action. The Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Subscriber Data.

1.4 Restrictions on Transfer, Use, Alteration and Copying. Subscriber may not, without Wizpresso’s prior written consent, conduct, cause or permit the:

• (i) use, copying, modification, rental, lease, sublease, sublicense, or transfer of the Software except as expressly provided in this Agreement, provided that the Subscriber may make a reasonable number of copies of user documentation for internal purposes;
• (ii) creation of any derivative works based on the Software or its accompanying documentation including but not limited to translations;
• (iii) alteration of any files or libraries in any portion of the Service, or reproduction of the database portion or creation of any tables or reports relating to the database portion except when the creation of tables or reports is an intended output of the Software;
• (iv) reverse engineering, disassembly, or decompiling of the Software;
• (v) use of the Software directly by any party other than Subscriber and its subcontractors and agents acting on Subscriber’s behalf and subject to the terms of this Agreement; or
• (vi) falsely imply any sponsorship of/by or association with Wizpresso.

Wizpresso shall have the right to terminate this Agreement with immediate effect by giving written notice to Subscriber in the event of any violation of this section if Subscriber fails to remedy that violation within ninety (90) days of written notice from Wizpresso. Termination under this section 1.4 shall not be exclusive of other remedies available.

Except for the purposes of training, translation, Subscriber’s internal backup, operational support or internal distribution, Subscriber may not copy or allow others to copy any part of the user documentation or other printed material provided with the Service. Users must only access Wizpresso Cloud Services through authorized channels and are prohibited from accessing the Software or recording any data from the Software with automated programs, software, or any other method of web or screen scraping.

1.5 Security. Wizpresso implements security procedures to help protect Subscriber Data from security attacks. However, subject to Wizpresso’s taking appropriate security measures, in accordance with practices that are generally accepted as best practices in the software industry reasonably expected from a leading service provider from time to time ("best industry practice"), to secure Subscriber data for transport, Subscriber understands that use of the Services necessarily involves the transmission of Subscriber Data over networks that are not owned, operated or controlled by Wizpresso, and we are not responsible for any of Subscriber Data lost, altered, intercepted or stored across such networks, except to the extent caused by Wizpresso’s negligence or willful misconduct or failure to implement such security measures. Notwithstanding the foregoing, Wizpresso acknowledges and confirms that it has in place and will maintain throughout the term of this Agreement appropriate technical and organizational measures in accordance with best industry practice to secure against the accidental, unauthorized or unlawful processing, destruction, loss, damage or disclosure of Subscriber Data and the output of the Services, and to ensure that unauthorized persons or parties do not have access to any equipment used to process such information or data. Wizpresso also agrees that it shall (i) scan the Services for any code or device which is designed or intended to impair the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry, (ii) secure its computing environments according to generally accepted industry standards to ensure that the Software cannot be accessed by any unauthorized person or malicious software, and (iii) promptly remedy and notify Subscriber of any security breach of which it becomes aware or may reasonably suspect.

1.6 Indemnity by Subscriber. Subscriber shall bear sole responsibility for any information uploaded or supplied by Subscriber in connection with its use of the Service, including but not limited to ensuring that the use of the Service to store, process and transmit Subscriber Data is compliant with all applicable laws and regulations. IN NO EVENT SHALL WIZPRESSO BEAR ANY LIABILITY FOR THE USE OR LOSS OF ANY INFORMATION UPLOADED OR SUPPLIED BY SUBSCRIBER IN CONNECTION WITH USE OF THE SERVICE, UNLESS SUCH LOSS IS CAUSED BY WIZPRESSO’S NEGLIGENCE OR WILLFUL MISCONDUCT. Subscriber will defend, indemnify and hold harmless Wizpresso from and against any loss, cost, liability or damage, including attorneys’ fees, for which Wizpresso becomes liable arising from a claim brought by a third-party alleging that the use of Subscriber Data, or Subscriber’s use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third-party or violates applicable law. Wizpresso shall not be responsible or liable for the deletion, alteration, destruction, damage, loss or failure to store any Subscriber Data unless, and only to the extent that, such deletion, alteration, destruction, damage, loss or failure to store any Subscriber Data is directly or indirectly caused by Wizpresso’s action or inaction in breach of this Agreement.

1.7 Legal Compliance. Subscriber must ensure that Subscriber’s use of Services and all Subscriber Data is at all times compliant with applicable laws and regulations ("Laws") provided, however, that Subscriber’s failure to do so shall not be deemed a breach of the foregoing to the extent caused by the Services or Wizpresso. Subscriber represents and warrants that: (i) Subscriber has obtained all necessary rights, releases and permissions to provide all Subscriber Data to Wizpresso and to grant the rights granted to Wizpresso in this Agreement and (ii) Subscriber Data and its transfer to and use by Wizpresso as authorized by Subscriber under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third-party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its express obligations set forth in this Agreement or in the Wizpresso’s data policy, or which results or arises from its negligence or willful misconduct, Wizpresso assumes no responsibility or liability for Subscriber Data, and Subscriber shall be solely responsible for Subscriber Data and the consequences of using, disclosing, storing, or transmitting it. Wizpresso represents and warrants that Wizpresso has obtained all necessary rights to provide the Services. Wizpresso shall ensure that its provision of the Services is compliant at all times with all applicable laws and regulations.

1.8 Term of Service Period. The Services provided under this Agreement shall be provided for the Services period defined in the Wizpresso Sales Quote or the Wizpresso Reseller Sales Quote, unless earlier suspended or terminated in accordance with this Agreement.

1.9 Limited Warranty. Wizpresso represents and warrants to Subscriber, and shall ensure, that the Software and Service will operate in substantial compliance with the Wizpresso Software Service Description attached hereto as Attachment B. In the event of a breach, Subscriber will promptly notify Wizpresso of the non-conformity in writing and Wizpresso will use reasonable commercial efforts to repair the Service to operate in compliance with its Wizpresso Software Service Description and in compliance with the Service Level Agreement set forth in Attachment A. Subscriber’s exclusive remedy for breach of this warranty is for Wizpresso to correct or work around the reported malfunction upon request. If the malfunction persists in causing a material failure in Subscriber’s production instances of the Service, causing a failure to conform to the Wizpresso Software Service Description without correction or work-around thirty (30) days after written notice to Wizpresso of a warranty claim under this Section 1.9, then Subscriber may terminate without liability for the balance of the terminated Services and receive a refund for all pre-paid Services, not yet delivered, as their exclusive remedy. This refund is to be pro-rated in accordance with the remaining number of days of the then-current Services period under Section 1.8, applying the Fee for that Service period equally across each day of the relevant Service period. All limited warranties on the Service are granted only to Subscriber and are non-transferable. This remedy represents Wizpresso’s exclusive duty and Subscriber’s sole remedy even in the event that the remedy should fail in its essential purpose.

Wizpresso makes no warranty that the Software will meet Subscriber’s requirements or operate under Subscriber’s specific conditions of use. Except as otherwise expressly provided herein, Wizpresso makes no warranty that operation of the Service will be secure error-free, or free from interruption. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT OR OTHERWISE AGREED TO IN WRITING BY WIZPRESSO, WIZPRESSO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT. SUBSCRIBER MUST DETERMINE WHETHER THE SERVICE SUFFICIENTLY MEETS SUBSCRIBER’S REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. EXCEPT TO THE EXTENT ATTRIBUTABLE TO A BREACH OF WIZPRESSO’S SECURITY OR SERVICE LEVEL OBLIGATIONS HEREUNDER, SUBSCRIBER BEARS SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SERVICE TO MEET SUBSCRIBER’S REQUIREMENTS. EXCEPT TO THE EXTENT ATTRIBUTABLE TO EITHER PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR SERVICE LEVEL OBLIGATIONS HEREUNDER, WIZPRESSO WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY SUBSCRIBER COMPUTER OR INFORMATION STORAGE DEVICE. IN ADDITION, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT (A) THE SERVICE DOES NOT CONSTITUTE THE PROVISION OF LEGAL ADVICE OR SERVICES IN ANY MANNER; (B) THE SERVICE DOES NOT ENSURE SUBSCRIBER’S COMPLIANCE WITH ALL APPLICABLE INDUSTRY REGULATIONS AND LAWS; AND (C) SUBSCRIBER IS SOLELY RESPONSIBLE FOR ITS COMPLIANCE WITH APPLICABLE LAWS RULES AND REGULATIONS.

1.10 Indemnity by Wizpresso. Wizpresso, excluding actions based upon Subscriber Data or Third-Party Data, shall defend Subscriber, at Wizpresso’s expense, against any claims, demands, suits or proceedings ("Claims") made or brought against Subscriber by a third-party alleging that the use of the Service as contemplated hereunder, infringe a patent, copyright, trademark, or other intellectual property right of a third-party or misappropriates such third-party’s trade secrets. Further, Wizpresso shall indemnify and hold Subscriber harmless against all costs (including reasonable attorneys' fees) to the extent arising out of or in connection with such Claims. Upon receiving notice of a Claim, Subscriber shall (a) give Wizpresso prompt written notice of the Claim; (b) give Wizpresso sole control of the defense and settlement of the Claim (provided that Wizpresso may not settle or defend any claim unless it unconditionally releases Subscriber of all liability and does not attribute any blame or contributory fault to Subscriber); and (c) provide to Wizpresso, at Wizpresso’s cost, all reasonable assistance in the defense or settlement of such Claim. In addition to Wizpresso’s obligations above, Wizpresso may, at its expense: (a) secure the right for Subscriber to continue to use the Software, (b) modify the Software so as to make it non-infringing, or (c) provide Subscriber with a functional non-infringing replacement. If none of these alternatives is commercially practicable, Subscriber will have the option to return the Software to Wizpresso, and Wizpresso will refund for all pre-paid Services, not yet delivered, as their exclusive remedy. This refund is to be pro-rated in accordance with the remaining number of days of the then-current Services period under Section 1.8. This Section 1.9 states Wizpresso's entire liability and Subscriber's exclusive remedy for any claim of intellectual property infringement under this Agreement.

 

II. GENERAL TERMS AND CONDITIONS

2.1 Fees, Invoices and Payment. Subject to performance of the Services in accordance with the Agreement, Subscriber shall pay Wizpresso or the Wizpresso Reseller the fees for the Services set forth in the Wizpresso Sales Quote or, as applicable, the Wizpresso Reseller Sales Quote (the "Fees"). The Fees include all charges associated with the Services including all incidental costs except for taxes and expenses. Wizpresso shall submit invoices for Services delivered in accordance with the payment schedule set forth in the Wizpresso Sales Quote or the Wizpresso Reseller Sales Quote. Subscriber shall pay all invoices within 15 days of receipt of the invoice; thereafter unpaid balances which are not the basis of a good faith dispute shall accrue interest at a rate of 1.5% per month. Any Subscriber prepayment or any credits earned must be used within 15 months of the time that they are purchased, earned or awarded or they will expire without notice. If Subscriber fails to pay all invoices or charges for referencing this Agreement within thirty (30) business days of Wizpresso’s notice or the Wizpresso Reseller’s notice to Subscriber that payment is past due or delinquent in addition to Wizpresso’s other remedies, Wizpresso may suspend or terminate access to and use of the Service by Subscribers.

2.2 Upgrades. If Subscriber chooses to upgrade a Service or increase the number of authorized Subscribers during the subscription term (a "Subscription Upgrade"), any incremental subscription charges associated with such Subscription Upgrade will be prorated over the remaining period of Subscriber’s then-current subscription term and will be due and payable upon implementation of such Subscription Upgrade. In any future subscription term, no refunds or credits for subscription charges or other fees or payments will be provided to Subscriber if Subscriber elects to downgrade their Service Plan.

2.3 Equitable Relief. Subscriber acknowledges that any use or disclosure of the Software in a manner inconsistent with the terms of this Agreement, or breach of confidentiality may cause Wizpresso or the Wizpresso Reseller irreparable damage for which other remedies may be inadequate, and Subscriber agrees not to oppose any request to a court of competent jurisdiction by Wizpresso or the Wizpresso Reseller for injunctive or other equitable relief seeking to restrain such use or disclosure. Subscriber waives any right it may have to require Wizpresso or the Wizpresso Reseller to post a bond or other form of security as a precondition to any such injunctive relief.

2.4 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

2.5 Confidential Information. "Confidential Information" means any information in whatever form one party discloses to the other in connection with this Agreement which is identified as confidential or proprietary, or which by its nature ought to be regarded as confidential, including all Subscriber Data. Confidential Information does not include information which: (i) is lawfully obtained by the recipient without breaching any confidentiality obligations; (ii) is or becomes known to the public through no act or omission of the recipient; (iii) the recipient develops independently without using Confidential Information; or (iv) is required to be disclosed by applicable law in response to a valid court or governmental order, provided that the recipient notifies the disclosing party as soon as practicable and reasonably in advance of the disclosure and cooperates with the disclosing party in seeking to avoid or limit the disclosure. The recipient may use Confidential Information only for the purposes for which it was provided under this Agreement and shall treat it with the same degree of care as it does its own similar information, but with no less than reasonable care. This section shall not affect any other confidential disclosure agreement between the parties. The parties agree that upon the termination or expiration of this Agreement, they will promptly return or destroy any Confidential Information received upon request.

2.6 Limitation of Liability. Except for breach of Subscriber's payment obligations or situations arising as a result of either party’s gross negligence or willful misconduct, or a breach of confidentiality or indemnity provisions granted hereunder, each party's aggregate liability to the other for claims arising out of or relating to this Agreement, whether for breach or in tort, is limited to the price charged to Subscriber for the Services. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE) HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY, OR IN TORT, INCLUDING NEGLIGENCE, AND EVEN IF THAT PARTY HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

2.7 Background Checks. Wizpresso’s employees and subcontractors with access to Subscriber Data must pass a background check, which can be performed by Wizpresso or by a contractor that is authorized by Wizpresso to perform background checks. Wizpresso will provide verification to the Subscriber upon request that it performed such background screenings for all existing employees and subcontractors of Wizpresso involved with access to Subscriber Data at the time such employees were hired by Wizpresso or at some subsequent time that is prior to their involvement in the provision of Services to Subscriber. Background screenings pursuant to this section must be updated at least every seven (7) years. Background screenings under this section 2.7 will be conducted in accordance with applicable local and international laws and at a minimum shall include the following:

• (i) verification of identification and citizenship;
• (ii) or a criminal history search conducted in the employee's current place of residence and prior place(s) of residence (if applicable) to identify any conviction(s) in the last seven years, such as crimes of violence, dishonesty, theft and/or drugs; or miuse of financial, commercial or industrial information.

A failure to pass the background screening detailed above must be reported to Subscriber prior to the relevant employee’s involvement in the provisions of Services. Furthermore, any confirmed conviction or any alleged offense involving violence, dishonesty, or a breach of fiduciary duty, theft and/or drugs, or misuse of financial, commercial or industrial information arising after the date of the background screening was conducted must be reported to Subscriber before the relevant employee can continue any involvement in the provisions of Services.

2.8 Hiring of Personnel. Subscriber will not recruit any personnel Wizpresso assigns to perform Services until one year after completion of the applicable Services, including initiating personal contact for the purpose of hiring, but excluding any general advertisement or other general public and undirected communication with respect to a job position.

2.9 Termination:
(i) EVENTS CONSTITUTING TERMINATION. This agreement may be terminated with immediate effect by written notice:

• a. by either party if the other party commits a material breach of any obligation under this Agreement, and, if the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice from the non-breaching party specifying such breach;
• b. by Subscriber by giving no less than forty-five (45) days’ prior written notice to Wizpresso. For the avoidance of doubt, if a termination happens in pursuant to this clause, no refund will be provided;
• c. by Wizpresso by giving no less than ninety (90) days’ prior written notice to Subscriber. In pursuant to this clause, Wizpresso will refund for all pre-paid Services, not yet delivered, as their exclusive remedy. This refund is to be pro-rated in accordance with the remaining number of days of the then-current Services period under Section 1.8.

(ii) OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement, Subscriber shall discontinue use of the Service and shall extract all Subscriber Data from the Services within thirty (30) days of the date of termination unless otherwise agreed. Wizpresso shall delete or destroy all Subscriber Data obtained under or in connection with this Agreement upon the expiry or termination of this Agreement.

(iii) SURVIVAL UPON TERMINATION. The other rights and obligations of the parties pursuant to the following sections shall survive and continue after any termination of this Agreement: 1.6 Indemnity by Subscriber, 1.9 Limited Warranty, 1.10 Indemnity by Wizpresso, 2.5 Confidential Information, 2.6 Limitation of Liability, 2.12 Waiver and 2.20 Governing Law.

2.10 Market Assistance. Subscriber consents to participate in and will cooperate with Wizpresso in developing a customer success story that would be subject to Subscriber’s review and approval and that Wizpresso could then use as a customer reference in its future marketing efforts.

2.11 Headings. Headings of sections in this Agreement are inserted for convenience only and are in no way intended to limit or define the scope and/or interpretation of this Agreement.

2.12 Waiver. Failure on the part of either party to give notice of default, or delay in exercising any right or remedy hereunder, shall not operate as a waiver of any such right or remedy except as otherwise expressly stated in this Agreement. A waiver of any right under this Agreement is only effective if it is in writing. The single or partial exercise of any right under this Agreement or provided by applicable law shall not preclude any further exercise of it.

2.13 Variations. No variation of this Agreement shall be effective unless it is in writing and signed by a duly authorized representative from each party.

2.14 Whole Agreement. This Agreement, together with its Attachments constitutes the entire agreement between the parties relating to the Services, and supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties, and prevails over any conflicting or additional terms contained in any quote, purchase order, order document, acknowledgment, or other communication between the parties relating to the Services, including the Wizpresso Sales Quote and the Wizpresso Reseller Sales Quote, even if Wizpresso uses such order documents for invoicing purposes.

2.15 Notices. Any notice to be given by one party to the other party in connection with this Agreement shall be in writing in English and signed by or on behalf of the party giving it. It shall be delivered by email, registered post or courier. A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by registered post or courier, or (ii) at the time of transmission if delivered by email. The addresses and email addresses of the parties are:

• Wizpresso Address: support@wizpresso.com 
  For the attention of: Room 11, 4/F, Cyberport 3 Core C, 100 Cyberport Road, Hong Kong
  The Subscriber Address: [Your Wizpresso account email registration address]

2.16 Force Majeure. Neither party will be liable for any delay in performance hereunder if such delay is due to causes beyond the reasonable control of such party in the event Wizpresso is the party unable to perform, Wizpresso shall provide Subscriber with a pro-rata refund of fees paid upon any such termination as their exclusive liability and Subscriber’s exclusive remedy for such event.

2.17 Assignment. Except in the case of merger or sale of all or substantially all of a party’s assets, neither party may assign or otherwise transfer any of its rights, duties, or obligations under this Agreement without the prior written consent of the other party. Such consent may not be unreasonably withheld.

2.18 Counterparts. This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

2.19 Third Party Rights. A person who is not a party to this Agreement shall have no right to enforce any of its terms.

2.20 Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it, shall be governed by and interpreted in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong SAR”).

2.21 Dispute Resolution. The courts of the Hong Kong SAR shall have exclusive jurisdiction in relation to any disputes or claims arising out of or in connection with this Agreement and each party irrevocably submits to the jurisdiction of the Hong Kong SAR courts and waives any objection to the exercise of that jurisdiction.

 

Attachment A

Service Level Agreement

SERVICE LEVELS

INTRODUCTION
This Attachment A sets forth certain levels of service that Wizpresso is required to meet in performing the Services during the Term ("Services Levels").

1. GENERAL PROVISIONS

1.1 Measurement and Reporting.

• Except as otherwise agreed upon by the Parties, Wizpresso will monitor its actual performance of the Services against the Service Levels. Wizpresso will provide automated tools, collect and provide to Subscriber the data reasonably made available to it by such tools, and be responsible for measuring performance against the Service Levels. Wizpresso’s failure to properly measure performance with respect to any particular Service Level for any month will be a Service Level Default with respect to such Service Level for such month.
• Wizpresso will provide Subscriber access to soft-copy reports to verify Wizpresso’s performance and compliance with the Service Levels upon request. Detailed supporting information for all reports will be provided to Subscriber in spreadsheet form.

2. DEFINITIONS
All capitalized terms used but not defined in this Attachment A have the meanings assigned to them in the Agreement. For purposes of this Attachment A, the following terms have the following meanings:

2.1 "Actual Uptime" means the aggregate amount of time within Scheduled Uptime when Services are available for normal business use by Subscriber or users, as applicable (i.e., Actual Uptime = Scheduled Uptime – Outage). Services are available for normal business if they can be used in accordance with their intended functionality.

2.2 "Availability" means the Actual Uptime expressed as a percentage of the Scheduled Uptime (i.e., Availability % = Actual Uptime/Scheduled Uptime x 100%).

2.3 "Average Resource Usage" means the average utilization rate of CPU, Disk I/O, and Network I/O over a rolling six (6) hour period.

2.4 "Monthly Charge" means the amount Wizpresso invoices Subscriber for the Services for a given month; where Wizpresso has quotes fees based upon a longer-term the Monthly Charge will be calculated as the monthly pro-rata amount of the longer-term quoted.

2.5 "Outage" means any interruption of five (5) minutes or more during which ten percent (10%) or more of Subscriber or users are unable to access the System or their access to the System is substantially impaired (including through significant logon delay).

2.6 "Service Level Default" means an occurrence of Wizpresso’s failure to meet any Service Level.

2.7 "Scheduled Uptime" means the period of time (days of the week and hours per day) the Services are expected to be available to Subscriber for normal business use. Scheduled Uptime excludes maintenance windows for the Services.

3. SERVICE LEVEL PROCESS

3.1 Reevaluation of Service Levels. Section 5.1 of this Attachment A identifies the Service Levels that apply during the Term, subject to the following:

• The numerical values associated with such Service Levels (e.g., Availability of 99.8%) will be subject to Subscriber’s and Wizpresso’s mutual reevaluation three (3) months after the Effective Date. The purpose of such reevaluation is to confirm or change the numerical value based upon the average performance of Wizpresso with respect to the applicable Service Level during such three (3) month period. Subscriber and Wizpresso may agree to adjust the Service Levels at this time.
• The Parties agree that the Service Levels confirmed or changed in accordance with Section 3.1A above will not be less than those levels reasonably and consistently achievable with the systems and environments used to provide the Services if used in accordance with the practices and standards used in well-managed operations performing services similar to the Services.

3.2 Additions/Modifications to Service Levels. The Parties will cooperate to identify additional Service Levels in furtherance of the objective of having a comprehensive set of Service Levels that provide a fair, accurate, and consistent measurement of Wizpresso’s performance of the Services. In response to changes in Subscriber’s business needs or to reflect changes in or evolution of the Services, Subscriber and Wizpresso will, at least once per year, review and assess any changes and agree to add or substitute new Service Levels to meet such objective(s) as may be redefined from time to time during the Term.

3.3 Service Levels. Wizpresso must meet or exceed the Service Levels described in this Attachment A, including Section 5.1.

4. SYSTEM PERFORMANCE

4.1 System Availability and Performance. Wizpresso must maintain the availability and performance of the System to meet or exceed the Service Levels set forth in Section 5.1.

4.2 System Capacity. Wizpresso must provide sufficient hosting capacity to target the Service Levels, availability and performance objectives in Section 5.1. Subscriber will work with Wizpresso to forecast and anticipate unexpected increases in Software usage due to any unusual events that could change the rate of System usage typically observed in normal site operation.

4.3 Response Time. Wizpresso must manage equipment, bandwidth, and network response times to target Service Levels and performance objectives stated in Section 5.1.

5. Service Level Default Credits. For Subscribers with recurring monthly or annual charges, the SLA credits are calculated as a % of the Monthly Charge owed by Subscriber for the month during which the Service Level Default occurs. For on-demand subscribers, the SLA credits are calculated as a % of the total permissible term in days of the Subscription. Where Wizpresso fails to attain the 99.8% service level, rather than the Service Credit set forth above Subscriber may elect to demand a pro-rata refund based upon the number of days that Wizpresso failed to attain the 99.8% service level and the refund will be determined on a pro-rata basis using the annual Service Subscription fee stated in the Wizpresso Sales Quote. The refund will be paid at the end of the calendar quarter; this represents Wizpresso’s sole liability for that Service level breach and Subscriber’s sole remedy.

5.1 SERVICE LEVELS

I. SERVICE LEVEL: SYSTEM AVAILABILITY AND PERFORMANCE.
Wizpresso will provide the Software 24 hours per day, 365 days per year with an Availability of 99.8%, excluding scheduled maintenance, which will not be performed during Subscriber’s normal business hours of operation. Wizpresso will provide Subscriber with its maintenance schedule and will notify Subscriber in advance of any non-scheduled maintenance. Wizpresso will ensure Average Resource Usage, a measure of system performance, will not reach 80% or higher for an extended period of time. Wizpresso will use its best reasonable efforts to schedule the abovementioned events at times when the Software is least likely to be in use.

II. SERVICE LEVEL: MONITORING AND RESPONSE TIME.
Wizpresso will respond to and resolve Software faults based on the severity levels detailed below. The time clock will restart any time a severity level is changed. "Response" means the time Wizpresso takes from its receipt of a problem report until it begins work to resolve the problem. “Target Response” means an estimated amount of time to provide a workaround or other resolution.

Severity Level	Description	Target Response
Critical	Software is not available for use or a significant proportion of the contracted functionalities is not available.	1-8 hours
Urgent	One or more elements of the Software critical to the functioning of the customer’s business has/have ceased to function	Within 24 hours
Important	Potential for performance impact if not addressed	Within 5 business days
Informational	Minor issues that do not prohibit users from utilizing the Software	Within 10 business days

III. SERVICE LEVEL: SECURITY.

A. Physical and Technical Security. Wizpresso will provide appropriate and adequate physical and technical security for the Software, including, but without limitation, the following:

1. Wizpresso will have Representatives capable of identifying, categorizing, and responding to a security incident.
2. Wizpresso will implement a security fix across the infrastructure in accordance with Wizpresso’s regular update process.
3. Wizpresso will promptly shut down ALL applicable access to the Software, or any component of it associated with the Application Services, responding to a request by the Subscriber’s security manager.
4. Wizpresso will require all permitted subcontractors and/or third-party service providers utilized either directly or indirectly by Wizpresso in the performance of Services ("Third-Party Service Provider") to adhere to, and with all requirements of the Agreement, including, but not limited to, the Subscriber security requirements set forth in the Agreement.
5. Wizpresso will not store or transmit Subscriber Data as clear text. Wizpresso will store and transmit Subscriber Data only in a secure and encrypted mode.
6. Wizpresso will institute and maintain a separation of duties between application development, quality assurance, testing, and production environments.

B. Security Event Notification. If either Wizpresso or Subscriber discovers or is notified of a breach or potential breach of security relating to the Subscriber Data ("Event"), (i) such party shall notify the other party of such breach or potential breach, and (ii) if the applicable Subscriber Data was in the possession of Wizpresso or its subcontractors at the time of such breach or potential breach, Wizpresso shall promptly (A) investigate and remediate the effects of the breach or potential breach, (B) provide Subscriber with information related to the breach or potential breach and coordinate with Subscriber while conducting the investigation; (ii) Wizpresso agrees to reasonably cooperate with Subscriber to the extent Subscriber determines it is necessary to conduct its own investigation; and (iii) provide Subscriber with assurance reasonably satisfactory to Subscriber that such breach or potential breach has been remediated. Wizpresso will cooperate fully with Subscriber regarding any notification for impacted individuals.

C. Wizpresso will implement a comprehensive backup and recovery process. More specifically, snapshots of the data ("Snapshots") will be performed every 24 hours, those Snapshots will be stored for 14 days.

D. Data Retention and Destruction. Wizpresso shall destroy or delete all Subscriber Data obtained under the Service Agreement within thirty (30) days at the request of the Subscriber or when it is no longer needed for the purpose for which it was obtained.

E. Data Retention and Destruction. Wizpresso shall destroy or delete all Subscriber Data obtained under the Service Agreement within thirty (30) days at the request of the Subscriber or when it is no longer needed for the purpose for which it was obtained.

F. Secure Audit Repository. Wizpresso will log the following information to a secure audit repository:

• Configuration changes relating to the server, firewall, OS, and application;
• Account creation, deletions, and modifications;
• Irregular usage activity;
• Failed login;
• Audit trail logs for user actions

 

Attachment B

Wizpresso Platform Software Service Description

The Wizpresso Platform is a selection of Cloud Software as a Service (SaaS) offerings that augment capital markets workflows and automate many of the tasks associated with investment research, reporting, knowledge management, and due diligence processes. The Wizpresso Platform can be segmented into software applications as follow:

1. Discovery is a market intelligence software that enables professionals to Identify thematic investment opportunities and monitor trends by leveraging natural language processing (NLP) technology. Designed and built by data experts, Discovery’s resilient infrastructure can collect data from 100,000+ sources 24/7 in real-time without missing a beat.
2. Valuelytics is an ESG intelligence platform that enables issuers and institutional investors to accelerate their ESG journey through data. Valuelytics uses machine learning to extract actionable ESG insights from company disclosures and websites at scale. Using proprietary technology, we can accurately comprehend information hidden in unstructured text, charts, and tabular formats that traditional data providers may miss.
3. Filingseer is an NLP-powered search engine that enables professionals to surface hidden and relevant information from millions of company disclosures in seconds. Filingseer covers 12 capital markets and 30,000+ listed companies and has a database of 50+ million annual and interim reports, ESG disclosures, transactional documents, announcements, and disclosures.
4. Factify is a verification software for regulated disclosures, including prospectuses and annual reports. Legal and investment banking professionals can save >75% of the time from the due diligence process by streamlining document review, material statement identification, fact-checking, and other verification workflows.
5. Diligence is a regulatory compliance tool that automates company disclosure screening and assessment. Using machine learning and generative AI, Diligence empowers issuers to check and benchmark disclosure quality before and after publication. Diligence can also generate automated responses to queries from investors, analysts, and rating agencies.
6. Adnoto is a knowledge management platform that empowers enterprises to maximize the intelligence value of internal documents and external data. The platform comprises powerful technological modules, including search, generative AI, document classification, workspace management, access control, and more.

If you have any further information on our Terms of Use, please contact us at support@wizpresso.com.

Last Updated: 5 November 2023

Which types of work are subject to copyright?

These Wizpresso Proof-of-Concept Program Terms (“Agreement”) are between Wizpresso Limited (“Wizpresso”), a Hong Kong corporation with its principal place of business located at Room 11, 4/F, Cyberport 3 Core C, 100 Cyberport Road, Hong Kong and the company (“Company”) accepting this Agreement. This Agreement governs Company’s participation in the Wizpresso Proof-of-Concept Program (the “Program”). You represent and warrant that: (i) you have the full legal authority to enter into this Agreement; (ii) you have read and understood the Agreement, and (iii) you agree to the terms of the Agreement. If you do not have the legal authority to enter into this Agreement or do not agree to these terms, please do not hit “submit” on the application form at https://forms.office.com/r/qjTBXnQJKH.

The Agreement is effective between Company and Wizpresso on the Effective Date.

1. Definitions.

“Effective Date” means the date when the Company clicks “submit” on the application form at https://forms.office.com/r/qjTBXnQJKH.

“Wizpresso Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Wizpresso.

“Wizpresso Proof-of-Concept Program” means the program described at https://forms.office.com/r/qjTBXnQJKH.

“Incentives” means redeemable coupons, promotion codes, service credits, or other incentives that Wizpresso may issue under the Program.

“including” means including but not limited to.

“Services" means the Wizpresso Software Services generally sold by Wizpresso and further described here in the Wizpresso Software as a Service (SaaS) Subscription Agreement:  https://help.wizpresso.com/hc/en-us/articles/360011486994-Terms-of-Use as such URL, and Services description (including branding of such services), may be updated by Wizpresso from time to time.

2. Program Overview. Subject to all of the terms of this Agreement, including eligibility requirements specified at https://forms.office.com/r/qjTBXnQJKH, Wizpresso (or Wizpresso Affiliate) may provide the Company with Incentives in the form of credit or redeemable coupon(s) that may be redeemed directly by the Company for Services if the Company is purchasing Services directly from Wizpresso (or Wizpresso Affiliate). Any Incentive coupon will expire if it is not redeemed by the deadline as communicated in writing by Wizpresso. Any credit issued by Wizpresso under this Program is valid for Company’s use of Services listed under Attachment B at https://help.wizpresso.com/hc/en-us/articles/360011486994-Terms-of-Use only, and Company’s use of the Services is subject to the Company’s acceptance of the Wizpresso SaaS Subscription Agreement or the offline agreement between Company and Wizpresso governing the Company’s use of the Services, as applicable. Incentives in the form of credit may be issued in increments in Wizpresso’s discretion, and will expire 6 months after the date when the credit is first applied (any such expiration date being the “Credit Expiration Date”). Any credits issued by Wizpresso under this Program will be converted into applicable local currency according to market conversion rates published by leading financial institutions from time to time, and may only be used against Services usage fees accrued after the time Wizpresso issues such credit. Company will be responsible for all Service usage fees or charges not covered by, or in excess of, the credits and may not be notified once the credit is exhausted.
3. Conditions. The Incentives are not transferable, refundable, redeemable for cash, and may not be sold, purchased, or bartered. Company may redeem only one Incentive(s) promotional code (directly or indirectly) unless otherwise previously approved by Wizpresso in writing. The Incentive(s) is/are void if Wizpresso in its reasonable discretion determines there is abuse or fraud (including, for example, where Company provides false information in connection with Company’s account, impersonates another customer, or creates multiple accounts for the purpose of obtaining credits), misuse, or violation of any terms applicable to Company’s use of the Incentives or Services. Incentive(s) that is/are void will be cancelled/revoked and, in addition to any other rights or remedies available to Wizpresso, Wizpresso may invoice Company for Services fees incurred (based on then-current list price) as if the Incentive(s) were never applicable. Wizpresso’s Incentive(s) offer is void where prohibited by law, including relevant ethics rules and laws. If Company redeems Incentive(s) under this Program, Wizpresso reserves the right to reject Company’s participation in or to receive any benefits under any other Wizpresso promotional programs.
4. Termination and Modification of Terms. Wizpresso may at any time and in its discretion: (i) modify or update the terms of the Program, this Agreement, and/or the Incentives, and will make such modified or updated terms available in writing, or (ii) revoke and/or terminate Company’s participation in the Program in its entirety.
5. Wizpresso’s Communications with Company. Company authorizes Wizpresso to contact Company (e.g. by email or by phone) for any of the following purposes: (a) regarding the Program, including information relating to Program resources, support, or this Agreement; (b) with relevant Wizpresso promotional materials; (c) to reasonably request information from Company about Company’s business as it relates to the Program; and/or (d) as otherwise permitted under this Agreement.
6. Term; Termination. The duration of this Agreement will begin on the Effective Date and continue until the earlier of (i) the date that Company’s fees for usage exceeds all credit issued by Wizpresso or Wizpresso cancels all of the issued credits in accordance with these terms or (ii) the Credit Expiration Date (such duration, the “Term”).
7. Confidentiality. Company may not disclose the terms, conditions or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
8. Disclaimers; Limitation of Liability. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY, SATISFACTORY QUALITY, AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM IS PROVIDED "AS IS" AND AT COMPANY’S OPTION AND RISK AND WIZPRESSO DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR SECTION 9 (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY, AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT OF INCENTIVES ISSUED BY WIZPRESSO TO COMPANY UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.
9. Indemnification. Company will defend and indemnify Wizpresso, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of Company’s participation in the Program.
10. Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it, shall be governed by and interpreted in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong SAR”). The courts of the Hong Kong SAR shall have exclusive jurisdiction in relation to any disputes or claims arising out of or in connection with this Agreement and each party irrevocably submits to the jurisdiction of the Hong Kong SAR courts and waives any objection to the exercise of that jurisdiction.
11. Miscellaneous. All notices, unless otherwise stated in these terms, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Company will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 4, 5, 6, 7, 8, 9 and 10 will survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labor and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain.

Wizpresso has a zero-tolerance approach to modern slavery, and we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.

We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015.

We expect the same high standards from all of our contractors, suppliers and other business partners, and as part of our contracting processes, in the coming year we will include specific prohibitions against the use of forced, compulsory or trafficked labor, or anyone held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers to the same high standards.

This policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners.

This policy does not form part of any employee’s contract of employment and we may amend it at any time.

Responsibility for the policy

The Company has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

The Company has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering modern slavery.

Management at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it and the issue of modern slavery in supply chains.

You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries are encouraged and should be addressed to senior management.

 

Compliance with the policy

You must ensure that you read, understand and comply with this policy. The prevention, detection and reporting of modern slavery in any part of our business or supply chains is the responsibility of all those working for us or under our control.

You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify your line manager OR senior management as soon as possible if you believe or suspect that a conflict with this policy has occurred or may occur in the future.

You are encouraged to raise concerns about any issue or suspicion of modern slavery in any parts of our business or supply chains of any supplier tier at the earliest possible stage.

If you believe or suspect a breach of this policy has occurred or that it may occur, you must notify your line manager or senior management.

You should note that where appropriate, and with the welfare and safety of local staff as a priority, we will give support and guidance to our suppliers to help them address coercive, abusive and exploitative work practices in their own business and supply chains.

If you are unsure about whether a particular act, the treatment of staff more generally, or their working conditions within any tier of our supply chains constitutes any of the various forms of modern slavery, raise it with your line manager or senior management.

We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment as a result of reporting in good faith their suspicion that modern slavery of whatever form is or may be taking place in any part of our own business or in any of our supply chains.

Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern.

If you believe that you have suffered any such treatment, you should inform your line manager or senior management immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which can be found in the current employee handbook.

Communication & awareness of this policy

Training on this policy, and on the risk our business faces from modern slavery in its supply chains, forms part of the induction process for all individuals who work for us, and updates will be provided using established methods of communication between the business and you.

Our zero-tolerance approach to modern slavery must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and reinforced as appropriate thereafter.

Breaches of this policy

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct. We may terminate our relationship with other individuals and organizations working on our behalf if they breach this policy.

 

Printed and Signed Off By: Calvin Cheng, Founder & CEO, Wizpresso Limited

02 March 2023