Proof-of-Concept Program Terms

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 Unit 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).