Thank you for registering with Wizard-Industries (“Wizard-Industries”, “we” or “us”). By creating an account, or using or accessing any Wizard-Industries or related services, you agree to all the terms and conditions of this Terms of Service Agreement (“Agreement”).
If you are using an Wizard-Industries or related services on behalf of a company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement and each Order is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
Please note that we may modify this Agreement as further described in the amendments section below, so you should make sure to check this page from time to time.
ACCOUNT REGISTRATION AND USE. Customer and its Authorized Users may need to register for an Wizard-Industries account in order to place orders or to access the tools. Account information must be accurate, current, and complete. Customer agrees to keep this information up-to-date so that we may send notices, statements, and other information by email or through Customer’s account. Customer must ensure that any user IDs and passwords for the Wizard-Industries are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person’s access to its account and any Wizard-Industries Service. Customer will be responsible for any and all actions taken using its and its Authorized Users’ accounts and passwords. Customer must notify Wizard-Industries immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific customers and must not be shared with others.
ACCEPTABLE USE POLICY. Customer must use the Wizard-Industries Service in compliance with Wizard-Industries’ then-current Acceptable Use Policy
FEES AND PAYMENT. Customer agrees to pay all fees in U.S. dollars within one (1) day of the invoice date, unless a different currency or payment period is agreed upon in written form. Customers have the option to pay by credit card. If Customer is paying by credit card, it authorizes Wizard-Industries to charge fees and other amounts automatically to Customer’s credit card without invoice. Unless otherwise specified in an Order Form or Service-Specific Term, such charges typically occur monthly in advance, though overage fees (if any) may be charged in arrears. Payments are non-refundable and non-creditable and payment obligations non-cancellable.
FEEDBACK. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Wizard-Industries (collectively, “Feedback”), Customer hereby grants Wizard-Industries a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Wizard-Industries’ right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
INDEMNIFICATION. Customer will indemnify and hold Wizard-Industries harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to any Customer Data, Customer Property (including services or products provided through such property). Customer also agrees to defend Wizard-Industries against these claims at Wizard-Industries' request, but Wizard-Industries may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Customer must not settle any claim without Wizard-Industries' prior written consent if the settlement does not fully release Wizard-Industries from liability or would require Wizard-Industries to admit fault, pay any amounts, or take or refrain from taking any action.
DISCLAIMERS. ALL WIZARD-INDUSTRIES TECHNOLOGY AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WIZARD-INDUSTRIESNOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICUlAR PURPOSE OR NONINFRINGEMENT. WIZARD-INDUSTRIES DOES NOT WARRANT OR GUARANTEE THAT ANY WIZARD-INDUSTRIES TECHNOLOGY OR RELATED SERVICES (INCLUDING CHANGES CUSTOMER MAKES TO CUSTOMER PROPERTIES) WILL MEET CUSTOMER’S EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE OR PRESERVED WITHOUT LOSS, OR THAT USE OF THE WIZARD-INDUSTRIES TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE. WIZARD-INDUSTRIES WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SERVICE FAILURES, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS OR CAUSED BY NON-WIZARD-INDUSTRIES SYSTEMS, NETWORKS, PRODUCTS OR SERVICES. WIZARD-INDUSTRIES CANNOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. CUSTOMER ACKNOWLEDGES THAT WIZARD-INDUSTRIES IS NOT A BUSINESS ASSOCIATE OR SUBCONTRACTOR (AS THOSE TERMS ARE DEFINED IN THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT) AND THAT THE WIZARD-INDUSTRIES SERVICE IS NOT HIPAA COMPLIANT. IN NO EVENT SHALL WIZARD-INDUSTRIES BE RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON USE OF ANY WIZARD-INDUSTRIES TECHNOLOGY OR RELATED SERVICES. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL WIZARD-INDUSTRIES OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WIZARD-INDUSTRIES'S OR ITS SUPPLIERS’ TOTAL LIABILITY TO CUSTOMER EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO WIZARD-INDUSTRIES FOR THE APPLICABLE WIZARD-INDUSTRIES SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, WIZARD-INDUSTRIES’S TOTAL LIABILITY SHALL NOT EXCEED IN AGGREGATE ONE U.S. DOLLARS ($1 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY WIZARD-INDUSTRIES TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.