Orders, pricing, invoicing and payment
- You agree to purchase additional licenses if the number of actual distinct users (as shown by Wandera’s traffic logs) exceeds the number of licensed users from time to time.
- Wandera reserves the right to terminate Services in order to minimise losses in the event that Services are unpaid for any reason.
- You are granted a non-exclusive, non-transferable, non-sub licensable, revocable license to download, install and use the executable form of the Wandera software (the ‘Software’) and to make the Software available to your end users.
- As long as you have paid all applicable fees, Wandera will provide the Services as requested by you; provide all updates commercially released by Wandera; and use its reasonable commercial endeavors to resolve technical problems identified with the Service. Wandera does not provide technical support for any third-party hardware or software.
- You recognise that information sent to and from your end users will pass through Wandera’s systems and accordingly you undertake to comply (and ensure that your end users comply) with all relevant legislation applicable to use of the Internet.
- RADAR users will need to click to accept the End User Agreement before accessing the RADAR portal.
- Wandera reserves the right, but shall have no obligation, to investigate your use of the Services in order to determine whether a violation of this Agreement has occurred or to comply with the End User Agreement or any applicable law, regulation, legal process or governmental request.
- You agree to defend, indemnify and hold Wandera, its Affiliates and their respective officers, directors, employees, consultants, and agents harmless from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right.
- It is your responsibility to notify your end users that their mobile traffic may be monitored, and advise them of your acceptable usage policy. You are responsible for obtaining all necessary consents from any end users of the Services.
- From time to time, Wandera performs scheduled maintenance to update the servers and software that are used to provide the Services. Wandera will make all reasonable attempts to notify you in advance of any planned downtime or scheduled maintenance
Third party content
- In using the Services, you may access content, products and services provided by third parties. Wandera does not control these third parties or their links, and Wandera is not responsible for the content, products, materials or practices of any third party. You acknowledge that by using the Services you may be exposed to content that you find offensive, indecent or otherwise objectionable. You agree that Wandera is not responsible or liable for the availability of such third-party websites or resources; the content, quality, nature, reliability, advertising, products or services on or available from such websites or resources as accessible through use of the Services; or any opinions, advice, offers or other information on or available from such websites or resources.
- You should refer to the policies posted by other websites regarding privacy and other topics before you use them. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that Wandera is not responsible or liable for any loss or damage whatsoever which you may incur from dealing with any third party.
- We will only process data supplied to us or otherwise obtained by us in connection with this Agreement (the “Service Data”) to the extent and in such manner as is necessary for the provision of the Services under this Agreement or is required by law or any regulatory body. The parties acknowledge that Wandera will only process such data as a data processor on your behalf.
- We shall ensure that our employees who have access to the Contract Data for the purpose of this Agreement have undergone appropriate training in the care and handling of personal data.
- You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You further agree to comply with any instructions concerning access to and/or use of the Services that Wandera may issue from time to time.
- Wandera warrants that the Services, when properly installed and properly used, will substantially conform to the Service Description. This warranty is made solely to the Customer and is not transferable to any end user or other third party. Your sole and exclusive remedy for breach of warranty shall be, at Wandera’s option, prompt correction of any error or nonconformity; or termination of this Agreement and return of the portion of the service fees paid by you for such non-conforming Services.
- Wandera shall have no liability for breach of warranty under this Section or otherwise for breach of this Agreement if such breach arises directly or indirectly out of or in connection with: (i) any third party hardware software, services or system(s); (ii) any unauthorized modification or alteration of the Services or related software; (iii) any unauthorized or improper use or operation of the Services.
- Because of the continuous evolution of the sophistication of network threats and infrastructure technologies, Wandera does not make, and it is acknowledged that Wandera cannot make any warranty or representation that any system attack or impacting incident will be detected or prevented.
- You acknowledge that the Services are not designed or intended by Wandera for use or resale in, or for incorporation into products or services used in high risk activities. Wandera specifically disclaims any express or implied warranty of any kind with respect to the use of the Services in connection with any high risk activity.
Support Service Levels
- Support services are available through Wandera’s Technical Helpdesk, which is operational 24 hours/day, seven days a week. Upon reporting the incident (via the telephone +1 415 906 5217 or email to firstname.lastname@example.org), the incident will be assigned a unique support ID number, which should be quoted in future correspondence.
Limitation of liability
- All liability of Wandera, its Affiliates and their respective officers, directors, employees, agents and suppliers collectively for claims arising under this Agreement or otherwise howsoever arising shall be limited to the value of the Services under this Agreement during the 12 month period preceding the event or circumstances first giving rise to such liability. This limitation of liability is cumulative and not per incident (i.e. the existence of two or more claims will not enlarge this limit).
- In no event shall either party or its Affiliates or their respective officers, directors, employees, agents or suppliers be liable for any special, incidental, indirect or consequential damages, or lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence), or otherwise, even if such party has been informed of the possibility thereof. This subsection shall not apply in relation to damages resulting from your breach of the applicable license provisions.
- Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquake, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance.
Term and termination
- The terms and conditions of this Agreement shall survive and apply to the Services until completion.
- This Agreement and the Services may be terminated immediately by either party upon written notice:
- if the other party materially breaches any provision of this Agreement and the breach is not capable of being cured or if the breaching party fails to cure such breach within 30 days after being required to do so by the party not in breach; or
- if: (i) the other party ceases to carry on business as a going concern; or (ii) the other party becomes or may become the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation; or (iii) a receiver or similar officer is appointed with respect to the whole or a substantial part of the other party’s assets; or (iv) an event similar to any of the foregoing occurs under applicable law with respect to the other party; or
- if so directed by a court or competent authority.
- Wandera shall have the right to suspend or terminate the Services, and to take such defensive action as it considers necessary in the event of any attack upon the Services. An attack is a deliberate third party action that significantly affects the Services, e.g. a Distributed Denial of Service (DDoS) attack.
- If one or more terms of this Agreement becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph is invoked and, as a result, the value of this Agreement is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this Agreement by written notice with immediate effect to the other.
- This Agreement may be entered into, extended, renewed or amended by electronic means by accepting terms and conditions on-line and the provisions of any such extension, renewal or amendment shall for all purposes be legally enforceable and binding on the parties as if the Agreement were entered into, extended, renewed or amended in writing and signed by all parties. This Agreement shall be deemed signed and thus the terms hereof agreed to, if you click on the ‘Accept’ button and thereby accept this Agreement. All references to writing in this Agreement shall be deemed to include any on-line acceptance, and all references to signature shall include on-line acceptance. You waive any challenge to the validity or enforceability of this Agreement or any renewals, extensions or amendments to this Agreement or the terms of any of the foregoing on the grounds that the terms of any agreement, renewal, extension or amendment were presented on-line or electronically or acceptance of such agreement renewal, extension or amendment was electronically transmitted or accepted.
- These Terms shall be governed by and interpreted in accordance with the laws of the State of California.