Terms and Conditions

The following terms and conditions (Terms or Agreement), available at https://www.lightwing.io/terms (Site) constitute a binding legal agreement between you and the entity on whose behalf you are accessing the Service (Customer) and Eze Get Online Inc. (Company) using the platform designed by the Company (the Platform) which is made available for Customer’s use as provided herein (the Service).

This Agreement constitutes a legally binding agreement between yourself and the Company. Further to this, your use of the Service constitutes acknowledgement that you understand and agree to the terms of this Agreement. This Agreement shall remain in full force as long as you are a user of the Service and even in the event of termination of membership, service or feature, you will continue to be bound by your obligations under this Agreement including any indemnifications, warranties and limitations of liability.

Please read the Agreement carefully and if your usage of the Services is expressly conditioned on the acceptance of the Terms. If you are accessing the service on behalf of your employer or another entity, you represent and warrant that you have the authority to agree to these terms on its behalf. If the Customer does not agree with any provision of the terms, or you do not have authority to bind the Customer, you must and may not access or use the service in any manner for any purpose.

The Agreement may be updated/ modified from time to time for a number of reasons including to comply with the applicable laws and regulations, and regulatory requirements. All changes will be published on the website by posting such change to its website at least thirty days prior to its effective time. The most up to date Agreement will be available on the Site. If any change is unacceptable to you or your employer or another entity on whose behalf you are using the Service, you should cease using the Service and/or close your account. If, however, you continue to use the Service after the date on which the changes to the Agreement come into effect, you will be deemed to have accepted those changes.

Service and Licenses

Service and Access Credentials

At the time of initiation of the Services, the Customer shall be required to set up an administrator username and password for its master account and shall have the option, where applicable, to create unique sub-accounts for its employees, with passwords that may be set by such employees. The Customer may be required to provide reasonable co-operation, assistance, information and access to the Company as may be necessary to initiate Customer’s use of the Service. This normally includes details of the Customer, including but not limited to its name, address, bank account details or credit card information etc.

Subject to all terms and conditions of these Terms and the features opted by the Customer, the Company will provide Customer with access to certain functionality of its proprietary software for use as permitted under this Agreement.

The Customer’s username and password are personal to the Customer. The Company is not liable for any harm caused related to the theft or misappropriation of usernames or passwords, disclosure of the Customer’s username or password, or your authorization of anyone else to use the Customer’s username or password. The Customer agrees to notify the Company immediately if he becomes aware of or believe there is or may have been any unauthorized use of the Customer’s username or password or any other need to deactivate your username or password due to security concerns.

2. Personal Information

All content and instructions transmitted or received from anyone presenting your password on the Site will be deemed binding on such Customer. The Customer agrees that he alone is responsible and liable for any and all actions taken via such Customer’s password, whether or not made with the Customer’s knowledge or authority.

Subject to all terms and conditions of these Terms including payment terms, the Company grants a nonexclusive, non-transferable right to access and use certain features of the Platform(including the Background Materials (as defined below) necessary to use the Service), solely for Customer’s internal business purposes during the term set forth on the applicable order and subject to any limitations set forth on such order.

The Company retains all proprietary rights over the Platform. Nothing contained herein shall be read to vest on the Customer any right to duplicate the Platform or receive a copy thereof. The Customer shall, at all times, use the Services in accordance with all documentation provided by the Company (either in electronic or other forms) such as user manuals, information booklets, or any other document connected with Customer’s use of the Service.(Documentation).

Pricing and Payments

Company shall have the right to charge the Customer a fee (to be paid in US Dollars) as consideration for Customer’s use of the Service (Service Fee). The Service Fee shall be as per the Company’s existing rates at the time of rendering the Service or as otherwise agreed in the order form, and the same shall be paid at the end of the month, as agreed in the order form. For the avoidance of doubt, Service Fee shall be exclusive of all taxes, except taxes calculated on Company’s net income. For the purpose of determining any withholding taxes, amounts payable by Customer shall be grossed up

Customer Systems

Customer shall ensure that the Company is provided with all credentials and subscriptions and any and all hardware and software requirements essential for the Company to receive Customer Data from Customer’s facility to the Company (Customer Systems). Customer shall ensure the compatibility of Customer Systems with the Service. Customer shall be solely liable for any non-compliance with the specifications in the Documentation.

Limitations

To the extent any failures in the Service relate to Customer Systems or Customer Data, or any network, telecommunications or any other factor outside the Company’s control, the Company shall not be liable.

Support

Company may, in accordance with standard market practices, make commercially viable efforts to provide updates to and technical support vis-a-vis the Service. Any support service rendered by Company in connection with problems or inquiries arising out of Customer Systems or Customer Data shall be billed to Customer over and above the Service Fee.

Confidentiality

Please refer to the Privacy Policy of the Company which can be accessed at https://www.lightwing.io/privacy-policy.

Customer shall not directly or indirectly (a) use any of Company’s Confidential Information (as defined below) to create any service, software or documentation that performs substantially the same functionality as the Service, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Service or Background Materials (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use any Company Property (as defined below) in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwise modify any Company Property, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns in connection with Customer’s use of the Service in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction, or (f) host, display, upload, modify, publish, transmit, update or share any information that: (i) belongs to another person and to which the Customer does not have any right; (ii) is grossly harmful, harassing, libelous, invasive of another’s privacy, hateful or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, otherwise unlawful in any manner whatsoever; (iii) harms minors in any way; (iv) infringes any patent trademark, copyright or other proprietary rights; (v) violates any law for the time being in force; (vi) deceives or misleads persons about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (vii) impersonates another person; or (viii) threatens the unity, integrity, defense, security or sovereignty of a nation, friendly relations with friendly states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

Proprietary Rights

Definitions

As used in these Terms:

Background Materials means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, Report Formats, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by Company in providing the Service and Results (including any correction, improvement, extension or other modification to the Service made, created, conceived or developed by or for Company, including at Customer’s request or as a result of feedback provided by Customer to Company);

Reports means the reports, charts, graphs and other presentation in which the Results are presented to Customer; Report Formats means the formatting, look and feel of the Reports; and

Results means the work products resulting from the Service that are delivered to Customer by Company through the Service, and which are based on the Customer Data. For the sake of clarity, Results shall expressly exclude all Background Materials.

Results and Customer Data

Results and Customer Data shall remain the sole property of Customer. Customer shall receive the Results in the form a Report, the Format of which is Company’s proprietary property. It is the parties’ understanding that Customer shall, for its internal purpose of using the Results be entitled to make copies of the Reports. Customer agrees to provide the Company with a royalty-free, non-exclusive right and licence to use the Results for the Company’s internal business purposes and to render Service to Customer.

General Learning; Aggregate Data

The parties agree that while rendering Services under these Terms, the Company may acquire and develop certain know-how, techniques, ideas and the like, and nothing contained in these Terms shall, in any way, be construed to restrict the Company from utilising such know-how, techniques and the like in the Company’s internal operations and rendering services to its other customers. Company shall be free to compile and analyse Results and Customer Data (Aggregate Data) and to prepare reports or any work based on such Aggregate Data (Analyses). For the purpose of clarity, Aggregate Data and Analyses are Company’s proprietary data, and the same may be utilised by the Company in any manner it likes. The Customer agrees that Company is free to disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during provision of the Service (including without limitation, that which it could have acquired performing the same or similar services for another customer).Customer further agrees that (a) Company shall have the right to create compilations and analyses of Customer Data and Results (Aggregate Data) and to create reports, studies, analyses and other work product from Aggregate Data (Analyses) and (b) Company shall have exclusive ownership rights to, and the exclusive right to use, such Aggregate Data and Analyses for any purpose, including, but not limited to advertising, marketing, and promotion of networking opportunities to other customers and prospective customers of the Services; provided, however, that Company shall not distribute Aggregate Data and Analyses in a manner that is identifiable as Customer Data or in a manner in which the identity of any individual person or his or her PII can be reasonably ascertained.

Reservation of Rights

Except for the rights and licenses explicitly granted under this Agreement, no other rights are vested on Customer, and Company retains all right, title and interest (including all proprietary and intellectual property rights) in Background Materials, Service, Aggregate Data, Analyses and Documentation (Company Properties).Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Company (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights embodied therein) in and to the Service, Documentation, Background Materials, Aggregate Data, and Analyses (collectively, Company Properties).

Warranties and Disclaimers

The Customer shall be responsible in respect of the completeness and accuracy of Customer Data and Company’s use of Customer Data, and hereby represents and warrants that it owns all right, title and interest in and/or possesses necessary license rights in Customer Data. Customer represents and warrants that it has in place an adequate privacy policy in accordance with privacy norms prevalent across the globe, including, but not limited to, disclosure to its users that their information shall be processed by the Company.

The Customer bears all responsibility and liability for the accuracy and completeness of the Customer Data and Company’s access, possession and use as permitted herein. In addition, Customer represents and warrants that it has and will maintain a privacy policy that fully and accurately discloses to its users that information is collected, disclosed to and processed by third party providers (like Company in the manner contemplated by the Service), including, without limitation, disclosure of the use of technology (like a JavaScript beacon or similar technology) to track users’ activity and otherwise collect information from users.

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY SOFTWARE AND SERVICES, AND ANY RESULTS OBTAINED THERE FROM BY CLIENT ARE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING,COMPANY MAKES NO WARRANTY (I) THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICE, OR (III) THAT ANY ERRORS IN THE SERVICE CAN OR WILL BE CORRECTED. COMPANY HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

Injunctions of the Service

If the Service becomes or, in Company’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Company may, at its option (1) obtain for Customer the right to continue using the Service or (2) replace or modify the Service so that it becomes non-infringing without substantially compromising its principal functions. If (1) and (2) are not reasonably available to Company, then it may terminate these Terms upon written notice to Customer and refund to Customer any prepaid Service fees, pro-rated for the remainder of the prepaid period.

Indemnification

Subject to the foregoing provision, and the limitations of liability provided in these Terms, Company agrees to defend Customer against any third party claims that the Service provided hereunder by Company infringes the rights of any third party, in each case, excluding claims caused by Customer’s failure to meet its obligations under this Agreement.

Customer agrees to indemnify and hold harmless Company against any third party claims and all resulting losses, liabilities, costs and expenses attributable to or arising from (a) any actual or alleged breach of Customer’s representations and warranties contained herein, (b) Customer’s unauthorized use of the Service or other Company Platform, Confidential Information or other information, (c) Customer’s use of the Results, including any modifications thereto or any combination of the Results with any other data or information where the claim would not have arisen but for such modification, combination or use, or (d) any actual or alleged violation by Customer of the rights of any third party (including intellectual property rights or any rights of privacy or publicity).

The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement. The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost). The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party’s prior written consent of the settlement.

LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR OWED TO COMPANY HEREUNDER DURING THE PRECEDING TWELVE (12) MONTH PERIOD. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Term and Termination

These Terms shall commence on the date Customer begins using the Service (the Effective Date) and shall continue in effect for as long as Customer’s authorized use of the Service continues(as set forth in Company order form completed by Customer); provided however, that obligations of Confidentiality shall continue in effect for two (2) years after the expiration or termination of the Service.

Trial Version

The Company may agree to grant the Customer access to a trial version, which may not have all the feature of the paid version, of the Service that may be available free of charge during a trial period specified by Company. These terms shall apply to the trial version, as well as the paid version.

Termination

These Terms may be earlier terminated by either party if the other party breaches a provision of these Terms and fails to cure such breach within thirty (30) days (ten (10) days in the case of non-payment) after receiving written notice of such breach from the non-breaching party. Company reserves the right to suspend or terminate access to the Service if Customer violates the license grant or restrictions regarding use of the Service.

Effects of Termination

Upon any expiration or termination of these Terms, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of these Terms shall survive, and (b) the provisions titled Feedback, Confidentiality, Proprietary Rights, Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination and General Provisions shall survive. Unless otherwise agreed in writing and signed by an authorized representative of Company, Company has no obligation to retain any Customer Data or Results after the expiration or termination of this Agreement.

General Provisions

Entire Agreement

These Terms together with the Privacy policy and Additional Documentation (which includes any Company order form executed by the parties) constitutes the entire agreement, and supersedes all prior negotiations, correspondence or agreements (oral or written), between the parties regarding the subject matter of these Terms.

Waivers, Consents and Modifications

All waivers, consents or modifications of these Terms shall be in writing and be signed by the party against which enforcement is sought in order for the same to be binding on the Company or Customer, as the case may be. Any modification to these Terms would require written agreement of both the Customer and the Company. The failure of any party to insist upon strict adherence to any provision of these Terms on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to such provision or any other provision of these Terms.

Severability

If any provision of these Terms is adjudicated to be invalid, illegal, or unenforceable, such provision will be severed, and the remaining provisions will remain in full force and effect.

Governing Law; Venue; Waiver of Jury Trial

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State of Delaware without giving effect to any principles of conflicts of laws, whether arising under the laws of Delaware or any other jurisdiction, that would result in the application of the law of any other jurisdiction. Unless the parties otherwise agrees in writing, any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of Delaware, and, by execution and delivery of this Agreement, each party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts. To the fullest extent permitted by applicable law, unless the parties otherwise agree in writing, any legal action or proceeding with respect to this Agreement may only be brought in the Chancery Court of the State of Delaware (or other appropriate state court in the State of Delaware), and not in any other court in the United States of America, or any court in any other country.

Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Force Majeure

Neither Party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, shortage of power, or other acts or causes reasonably beyond the control of such Party. The Party experiencing the force majeure event agrees to give the other Party prompt notice following the occurrence of a force majeure event and to use all efforts to recommence performance as soon as commercially practicable. Notices

All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, sent by telecopy or by electronic transmission (with receipt electronically confirmed by a recipient) or express overnight courier service, or mailed by first class mail, return receipt requested, to the addresses or telecopy numbers set forth in this Agreement or to such other address or telecopy number as has been indicated to the other party.

Assignment

Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the Company, the Customer and their legal representatives, heirs, successors and permitted assigns. Either party may assign this Agreement to its Affiliates or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Except as specifically permitted by this Agreement, the Customer shall not assign any of its rights or obligations hereunder without the prior written consent of the Company.

Independent Contractors

Nothing in this Agreement shall be construed to mean that either party is an employee, worker, agent or partner of the other party. Nothing in this Agreement shall be construed to have created a joint venture between the parties, and they shall solely act in the capacity of independent contractors. IN THE EVENT THE CONTRACTOR IS ACCESSING THE SERVICE ON BEHALF OF ITS EMPLOYER OR ANOTHER ENTITY (CLIENT), THE CONTRACTOR REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO AGREE TO THE TERMS CONTAINED HEREIN ON BEHALF OF THE CLIENT. THE CONTRACTOR SHALL BE DENIED THE RIGHT TO ACCESS OR USE THE SERVICE IN THE EVENT THE CLIENT DISAGREES WITH ANY PROVISION OF THIS AGREEMENT, OR IF THE CONTRACTOR LACKS THE AUTHORITY TO BIND THE CLIENT TO THE TERMS CONTAINED IN THIS AGREEMENT.

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