Terms and Conditions

Last Updated at May 3, 2024

Terms . This agreement begins on the Effective Date and will continue until terminated (the "Term").

Grant of License to Access and Use Service. WAC hereby grants to Customer, including to all Customer’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the “Service”) solely for Customer's internal business operations in accordance with the terms of this agreement and the WAC's online terms of use.

  • Support Services

    • Initial Support. For the 12-month period beginning on the Effective Date, and at WAC expense, WAC will provide Customer with
      • Telephone or electronic support during WAC's normal business hours, currently Monday through Friday, 9:00 AM – 5:00 PM in order to help customers correct problems with the Software.
      • An internet-based support system available during WAC’s normal business hours.
    • Renewed Support. After the initial 12-month support period, Support will automatically renew each year for an additional 12-month term unless cancelled pursuant to Paragraph 14 of this Agreement

  • Service Levels

    • Applicable Levels. WAC shall provide the Service to Customer with a System Availability of at least 99% during each calendar month.
    • System Availability Definition
      • Percentage of Minutes per Month. "System Availability" means the percentage of minutes in a month that the key components of the Service are operational.
      • Not Included in "System Availability. The calculation of "System Availability" will not include any minutes of downtime resulting from;
        • Scheduled maintenance,
        • Events of force majeure,
        • Malicious attacks on the system,
        • Issues associated with Customer's computing devices, local area networks or internet service provider connections.
        • WAC's inability to deliver services because of Customer's acts or omissions.
    • System Maintenance. WAC may:
      • Take the Service offline for scheduled maintenance, and
      • Change its schedule of maintenances on one month’s written notice to Customer.

  • Data Privacy. WAC may collect, use and process Customer's data only in accordance with WAC's online privacy policy.

  • Data Protection. WAC shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Customer’s Protected Information

  • Notification of Security Breaches

    • Compliance with Notification Laws. WAC shall comply with all applicable Laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and/or notification of other unauthorized data and information disclosures.
    • Procedure after Unauthorized Disclosure. Within 72 hours of discovering any breach of WAC's security obligations or of any other event requiring notification under applicable Law, WAC shall notify Customer, and any other individuals required by law, of the breach or other events by telephone and e-mail.
    • Mutual Indemnification Related to Unauthorized Disclosure. WAC shall indemnify and defend Customer against any losses arising out of claims related to any unauthorized disclosure or other events due to the negligence of WAC and requiring notification under applicable Law. Customer shall indemnify and defend WAC against any losses arising out of claims related to any unauthorized disclosure or other events due to the negligence of Customer and requiring notification under applicable Law.

  • Publicity

    • Cooperation. The parties will cooperate to draft all reasonable and appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties. Such press releases and public announcement will not be released or published without the prior written consent of the both parties.
    • No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements

  • Fees and addendums.See schedule A

  • Customer Restrictions. Customer will not:

    • distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
    • modify, alter, or create any derivative works of the Software;
    • reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
    • remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
    • upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

  • Ownership of Intellectual Property. slsnaps llc will retain all interests in and to the Service, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including slsnaps llc’s name, logos and trademarks reproduced through the Service.

  • Termination

    • Termination on Notice. Either party to this Agreement may terminate this agreement for any reason on 90 days’ written notice to the other party.
    • Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      • the other party fails to perform to the other parties’ satisfaction, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations
      • the failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

  • Termination for Failure to Pay. WAC may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12-month period provided that WAC provides written notice to Customer outlining the breach and providing a period of 10 days to cure it prior to termination.

  • Effect of Termination

    • Pay Outstanding Amounts. Customer shall immediately pay to WAC all amounts outstanding as of the date of, and any amounts outstanding as a result of termination.
    • Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
    • Recovery of Data. Customer will have 30 days from the date of termination to retrieve any of the data that Customer wishes to keep.

  • Indemnification

    • Mutual Indemnification
      • WAC shall indemnify Customer against all losses and expenses resulting from the negligent acts or omissions of WAC, its agents, servants and assigns.
      • Customer shall indemnify WAC against any and all losses and expenses resulting from the negligent acts or omissions of Customer, its agents, servants and assigns.
    • Notice and Failure to Notify
      • Notice Requirement. Before bringing a claim for indemnification, each party shall
        • notify the other party of the indemnifiable proceeding, and
        • deliver to the other party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
      • Failure to Notify. If either party fails to notify the other of the indemnifiable proceeding, the indemnifying party will be relieved of its indemnification obligations
    • Exclusive Remedy. Each parties’ right to indemnification is the exclusive remedy available with respect to a claim of indemnification.

  • Limitation on Liability

    • Mutual Limit on Liability. Neither party to this agreement shall be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is:
      • beyond the reasonable control of a party,
      • Does not materially affect the performance of any of its obligations under this agreement, and/or
      • could not reasonably have been foreseen or provided against. Notwithstanding language to the contrary, neither party will be excused from its obligations under this contract for failure or delay resulting from only general economic conditions or other general market effects.
    • Consequential Damages. Neither party shall be liable for consequential damages suffered by the other party to the agreement.

  • General Provisions

    • Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
    • Amendment. This agreement can be amended only by a writing signed by both parties.
    • Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.
    • Notices
      • Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that noted above for each Party to this agreement.
      • Receipt of Notice. Any notice given under this agreement will be effective on confirmation of receipt by the other party
    • Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of Sri Lanka, without regard to its conflict of laws rules.
    • Severability. If any part of this agreement is declared unenforceable or invalid, the remainder of the Agreement will continue to be valid and enforceable.
    • Waiver. The failure or neglect by a party to enforce any of its rights under this agreement will not be deemed to be a waiver of that party's rights