These terms of service (the “General Terms”) govern the use of, and the subscription to, the Website, the Products and/or the Services (as defined hereunder) provided by WAGS (as defined hereunder). Some Products and/or Services may be subject to additional terms as set forth in the Product-Specific Terms (as defined hereunder). By accessing the Website, the Products and/or the Services, or by the Parties signing or accepting the present agreement, you agree to the General Terms which include WAGS’s Privacy Policy, the Data Processing Addendum, and the Product-Specific Terms, to the extent applicable, on behalf of yourself as a User and/or, as the case may be, on behalf of the organisation you represent (“Customer”), unless you have a superseding written agreement with WAGS.
1. Definitions and Interpretation
1.1 The following capitalized terms shall have the meaning ascribed to them below:
●      (i) “Active User” means a User who was invited to access and use the Products, who is registered to access and use the Products, and whose registration was not deactivated by Customer or by WAGS under Customer’s instructions;
●      (ii) “Affiliate” means any entity directly or indirectly controls, is controlled by, or is under common control with a Party. For the purposes of referring to any Affiliate hereunder, “control” (including the terms “controlling” and “under common control with”) shall mean: (i) the ownership of more than 50% of the equity or beneficial interest of such entity, or the right to vote for or appoint a majority of the board of directors, or other governing body, of such entity; or (ii) the power to directly or indirectly direct or cause the direction of the management and policies of such entity by any means whatsoever, whether through the ownership of voting securities, by contract, or otherwise;
●      (iii) “AI Features” means large language models (LLMs) or other machine-learning or artificial-intelligence features of the Products;
‍
●      (iv) “B2B Contact Data” means (i) contact details of Customer personnel which WAGS uses to communicate with Customer in its provision of the Product and/or Services, or (ii) any other Customer contacts which Customer provides or makes available to WAGS in connection with the General Terms and applicable Product-Specific Terms;
●      (v) “Beta Services” means WAGS services, products, or functionalities that may be made available to Customer to try at its option at no additional charge, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, and which are still in testing phase and not fully developed or released to the public;
●      (vi) “Confidential Information” has the meaning set out in Section 4.6 (Confidential Information);
‍
●      (vii) “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to WAGS in connection with their use of the Website, Products and/or Services;
●      (viii) “Customer Personal Information”means any Personal Information contained within Customer Data or otherwise submitted or transferred by Customer to WAGS in connection with the Website, Products and/or the Services, excluding B2B Contact Data;  
●      (ix) "Data Processing Addendum" means WAGS’s Data Processing Addendum available at https://wags-ai.com/dpa;
‍
●      (x) “Disclosing Party” has the meaning set out in Section 4.6 (Confidential Information);
‍
●      (xi) “Effective Date” means (i) for a User, the first date a User accessed the Website or the Products; or (ii) for a Customer, the last date both Parties signed the General Terms or the date Customer accepted the General Terms, as the case may be;
●      (xii) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world;
‍
●      (xiii) “Order Form” means the applicable order form, invoice, executed quote, or other written WAGS-approved ordering document, such as a confirmation email from WAGS, describing the Product Subscriptions purchased by Customer;  
●      (xiv) “Parties” means (i) WAGS and Customer; or (ii) WAGS and a User, as the case may be;  
●      (xv) “Personal Information” has the meaning set out in Privacy Laws whether such term is defined as “personal information”, “personal data,” or similar terms;
●      (xvi) “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information, including, where applicable, UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL), the Data Protection Regulations of the International Free Zone Authority (IFZA), the GDPR, the UK GDPR and any other applicable laws;
●      (xvii) “Privacy Policy” means WAGS Privacy Policy available at https://wags-ai.com/privacy;
●      (xviii) “Product” means each software-as-a-service solution offered by WAGS, which Customer subscribed to, whether by subscription or free trial, as referenced in the Order Form, such as WAGS AI HR service (collectively the “Products”);  
●      (xix) “Product-Specific Terms” means additional terms that apply to a Product which are found in Schedule 1 hereto, and which form an integral part of the General Terms;  
●      (xx) “Product Subscription” has the meaning set out in Section 8.1 (Term);
‍
●      (xxi) “Purpose” means the access and use of the Products by the Customer and Users for the sole purpose of Customer’s internal business use. For clarity, nothing contained in these General Terms grants the Customer a right to resell, distribute or sublicense the Product Subscription to any third party;
‍
●      (xxii) “Receiving Party” has the meaning set out in Section 4.6 (Confidential Information);
‍
●      (xxiii) “Sensitive Personal Information” has the meaning set out in Privacy Laws whether such term is defined as “sensitive personal information”, “sensitive personal data”, or a similar term, and may include race, ethnicity, national origin, religious affiliation, sexual orientation or physical or mental disability;
●      (xxiv) “Services” means support services or other services related to the Products provided by WAGS to the Customer;
●      (xxv) “Term” has the meaning set out in Section 8.1 (Term);
●      (xxvi) “Telemetric Data” means data related to how Users access and use the Website, the Services and the Products (including features and functions of the Website and the Products being used by Users, stack trace data, usage data and metrics, and reports related thereto) collected by WAGS for the purposes of improving the security and the functionality of the Website, Products and Services;
●      (xxvii) “User” means (i) any individual who accesses the Website; or (ii) any individual to whom Customer provides access to the Products, the Services and/or the Beta Services, including any executives, account administrators, team managers, direct managers and other people in a managerial role, as well as employees, contractors, job applicants and other users invited by Customer;
●      (xxviii) “Website” means the public website available at https://wags-ai.com and its sister websites provided by WAGS; and
‍
●      (xxix) “WAGS” means CRUNCH SOLUTIONS FZCO entity entering into these General Terms pursuant to Section 9.2 “Contracting Entity, Governing Law, and Venue” found below.
1.2 The term “including” is not limiting and means “including, without limitation”.
2. Access to, and Use of, the Website, Products and Services
2.1 Website. The Users may access and use the Website in accordance with the General Terms. WAGS may revise the content, features, and functions of the Website at any time without notice. WAGS may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion, including to perform upgrades and maintenance to the Website.
2.2 Products. During the Term, WAGS grants to Customer, its Affiliates and their respective Users the right to access and use the Products, and any related Services solely for the Purpose and in accordance with the General Terms and with the Product-Specific Terms, to the extent applicable.
2.3 AI Features. Customer’s use of AI Features in any Product shall be governed by the Product-Specific Terms for WAGS AI found under Schedule 1 hereof. AI Features may be enabled by default in certain Products, including on a trial basis, as further described on the Website.
2.4 Products and Services Revisions. WAGS shall offer the Products and Services materially in accordance with the description on its Website and related documentation. WAGS may revise the content, features and functions of the Products and Services at any time without notice. WAGS will provide Customer with prior notice if there is a change to the Products resulting in overall material decrease in the purpose of the Products. If such material decrease occurs, and Customer is materially impacted in its use of the Products, Customer may terminate the General Terms and/or the impacted Product Subscriptions in accordance with paragraph 8.2 (i) or Section 8.3 (Termination – Product Subscription), as applicable.
2.5 Temporary Suspension of the Products and/or Services. WAGS may temporarily limit or suspend the availability of the Products and/or Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, the Products. Customer may consult at any time WAGS’s status page where reasonable notice is given ahead of scheduled maintenance which may affect the availability of the Products and/or Services.
2.6 Feature Limitations. Customer’s use of certain features of the Products, including AI Features, may be subject to limitations (such as limitations on the size or number of documents uploaded to the Products, limitations on the number of requests per User available per day, or limitations on the concurrent number of Users in a network). WAGS may revise such limitations at its discretion in accordance with Section 2.4 (Products and Services Revisions). Applicable limitations are further described on the Website.
2.7 BetaServices. From time to time, WAGS may make available to Customer Beta Services for evaluation and testing purposes. Customer hereby acknowledges that Beta Services are provided “as is” and may not be suitable for production use. Beta Services are provided without any implied warranties of fitness for a particular purpose or merchantability, and without any warranty that they will be error-free or will operate without interruption. In the event that Customer chooses to use the Beta Services, WAGS grants to Customer a non-exclusive, non-transferable, revocable, limited right to use the Beta Services, subject to Customer’s acceptance of any additional terms and conditions with respect to the Beta Services, where applicable. Except as specified otherwise in this Section 2.7, the terms and conditions in these General Terms, including Section 2.8 (Unacceptable Use) and 2.11 (Unacceptable Conduct of Users), fully apply to the Beta Services. WAGS reserves the right to terminate or modify the Beta Services at any time and without notice to the Customer. Customer understands and acknowledges that Customer will not, unless otherwise agreed to in writing, receive any payment, compensation or discount for participating in, or for providing any feedback, suggestions, comments, evaluations, or reports with regards to, the Beta Services. Customer agrees and acknowledges that, following termination of the Beta Services, WAGS shall have no obligation to transfer Customer Data to any other WAGS product or service, including with respect to any final release of the Beta Services. WAGS does not offer any service level agreement with regards to the Beta Services. To the maximum extent permitted by applicable laws, WAGS disclaims all obligations or liabilities with respect to the Beta Services including any support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THESE GENERAL TERMS, WAGS’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF THE BETA SERVICES WILL BE $100.
2.8 Unacceptable Use. Customer and Users shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the Website or the Products with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the Products (for clarity purposes, Customer and Users shall not access the Website, the Products and/or the Services in order to build a product or service competing with the Products and/or Services or to build a product using ideas, features, functions or graphics similar to those of the Website, the Products and/or the Services); (iii) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the Products, including by performing penetration testing or by hacking the Website or the Products; or (v) use the Website or the Products in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or of the Products. Furthermore, the Website or the Products shall not be used to collect, manage or process Sensitive Personal Information except where permitted under applicable Privacy Laws and subject to appropriate safeguards implemented by Customer. WAGS ASSUMES NO LIABILITY THAT MAY RESULT FROM CUSTOMER’S OR USERS’ USE OF THE WEBSITE OR THE PRODUCTS TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION OR PROTECTED HEALTH INFORMATION. In particular, the categories of User attributes created by Customer’s account administrator shall not be created so that it would result in the input of Sensitive Personal Information. Customer is responsible to inform Users that Sensitive Personal Information should not be submitted through the Products. In the event that it suspects any breach of this Section, WAGS may suspend Customer’s and Users’ access to the Website, the Products and/or the Services without advance notice, in addition to such other remedies as WAGS may have under applicable laws. WAGS ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE USE OF THE WEBSITE, PRODUCTS AND/OR SERVICES.
2.9 Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the Products, including by protecting their passwords and other login information required to access administrator or user accounts. Customer is responsible for identifying and authenticating all Users and for any activity occurring in Customer's account (other than activity that WAGS is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer or Users shall immediately notify WAGS if it becomes aware of any unauthorized access to, or use of, its account.
2.10 Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Products. The Products may not work properly if Customer’s operating systems, Internet browsers and anti-virus software are not up to date.
2.11 Unacceptable Conduct of Users. To help ensure a safe and productive use of the Products, Users shall not, and Customer shall ensure that Users do not have inappropriate conduct including (i) impersonating any other person or entity; (ii) using the Products and/or Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iii) allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable. Customer and Users understand that by using the Products and/or Services, they may be exposed to Customer Data submitted by Users that is in breach of this Section 2.11, and under no circumstances will WAGS be liable in any way for any such Customer Data. WAGS shall have the right, at its sole discretion, to remove any Customer Data that violates the General Terms, and to reveal the identity of a User to Customer or any authority if required by law to do so, if such User transfers Customer Data in violation of this Section 2.11. It is Customer’s responsibility to monitor and control all activity conducted by Users on the Products and/or Services. WAGS is under no obligation to review how Users are using the Products or the Services. WAGS ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT OF USERS.  
2.12 Indemnification by Customer. Customer shall defend, indemnify and hold harmless WAGS and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against liabilities, damages and costs, including any interest accrued, and reasonable legal fees arising out of, or related to a third-party claim in connection with (i) the content or nature of Customer Data, including Customer Data in breach of Sections 2.8 (Unacceptable Use) or 2.11 (Unacceptable Conduct of Users); (ii) the breach of warranties in Section 2.13 (Compliance with Laws) and Section 4.1 (Customer Data); or (iii) Customer’s or any User's alleged or actual use, misuse or inappropriate use of the Website, the Products and/or the Services, including in violation of Sections 2.8 (Unacceptable Use) or 2.11 (Unacceptable Conduct of Users). WAGS must provide Customer with prompt written notice of any such claim, suit or proceeding, and allow Customer the right to assume the exclusive defense and control and cooperate with any reasonable requests in assisting Customer’s defense and settlement of such matter. Customer shall not settle or compromise any such claim, suit or proceeding without WAGS’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by WAGS; (b) the settlement does not include a full release of liability for WAGS; or (c) the settlement includes terms other than a full release of liability for WAGS and the payment of money.  
2.13 Compliance with Laws. When providing or using the Products and the Services, the Parties shall comply with all applicable laws, including Privacy Laws and applicable labour laws, anti-bribery, anti-money laundering and anti-corruption laws. Customer is also responsible to obtain any consent required by applicable laws from its Users or to have a legitimate interest to allow Customer to use the Products and the Services and to allow WAGS to provide the Products and the Services in accordance with the General Terms.
2.14 Compliance by Users. Customer must take reasonable steps to ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the Products, and that such Users are governed by, and comply with, the General Terms and the Product-Specific Terms, as applicable.  
3. Service Fees of the Products and Billing
3.1 Fees. In consideration for the Products and Services, Customer shall pay WAGS the fees applicable to each Product Subscription for the selected subscription plan, as specified on the Website or in an Order Form, which may be on a monthly, annual or multi-year term depending on the Product subscribed to by the Customer (the “Fees”). The Fees may be determined in accordance with the number of Active Users or otherwise as specified on the Website or in an Order Form. Fees applicable to a monthly Product Subscription shall be invoiced monthly and are payable on the invoice date. Fees applicable to an annual Product Subscription shall be invoiced annually at the beginning of the annual period and are payable within thirty (30) days of the invoice date. Service Fees applicable to a multi-year Product Subscription shall be invoiced at the beginning of the applicable Product Subscription period and are payable within thirty (30) days of the invoice date.
3.2 Renewal. For monthly Product Subscription, Customer’s subscription will be automatically renewed on the first day following the expiration of a subscription month (the “Renewal Date”) for an additional subscription period of one month, unless Customer cancels its Product Subscription before the Renewal Date. For annual or multi-year Product Subscription, Customer’s Product Subscription will be automatically renewed on the first day following the expiration of the Term (the “Renewal Date”) for the same subscription term as the then-expiring subscription term, unless Customer cancels its Product Subscription no later than thirty (30) days before the Renewal Date (the "Cutoff Date"). For annual or multi-year Product Subscription, WAGS shall send Customer a prior notice of renewal at least 60 days before the Renewal Date, and thus if Customer no longer wishes to renew its Product Subscription, Customer is responsible for timely canceling it through its account in the Products or with a WAGS customer representative. Unless otherwise agreed in writing by the Parties, the Fees applicable to any such renewal shall be WAGS’s then-current standard subscription fees for the applicable Product Subscription.
3.3 Change in the Number of Active Users. If Customer wishes to increase the number of Active Users authorized to access and use the Products, Customer may do so in the following manner:
●      (i) Annual or Multi-Year Product Subscription. Customer on an annual or multi-year Product Subscription may at any time increase the number of authorized Active Users through the “billing” section of the Products. Any incremental Fees associated with such increase of authorized Active Users shall be prorated over the remaining period of Customer’s then-current Product Subscription term, charged to Customer's account and become due and payable upon implementation of such increase of authorized Active Users.
●      (ii) Monthly Product Subscription. Customer on a monthly Product Subscription may at any time increase the number of authorized Active Users, without having to pay any incremental Service Fees associated with such increase of authorized Active Users for the remaining period of the then-current Product Subscription term.
3.4 Adjustment of the Number of Active Users upon Renewal. Upon renewal of a subscription term, the Fees shall be determined in the following manner:
●      (i) Annual or Multi-Year Product Subscription. Unless otherwise instructed by Customer before the Cutoff Date, for each renewal of an annual or multi-year Product Subscription, the number of authorized paid Active Users to the renewed Product Subscription shall be the higher of (i) authorized paid Active Users in the then-current Product Subscription term on the Cutoff Date; and (ii) actual number of Users using the Products in the then-current Product Subscription term on the Cutoff Date. Should the number of Active Users exceed the number of authorized Active Users during an annual period, WAGS shall be entitled to the payment of any incremental Fees associated with such additional Active Users prorated over the remainder of the Product Subscription term. In such a case, WAGS shall notify Customer prior to invoicing the applicable Fees.
●      (ii)Monthly Product Subscription. The number of authorized paid Users to the renewed Product Subscription shall be the number of authorized Users in the last day of the then-current expiring Product Subscription term.
3.5 No Refunds. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used periods or number of Users.
3.6 Overdue Fees. WAGS shall have the right to suspend the Product Subscriptions and the Services without notice should the Customer’s invoiced Fees become overdue. The Product Subscriptions and Services shall be restored within one (1) business day of payment.
3.7 Free trial or Freemium Subscription. If Customer registers for a free trial or a freemium subscription for one or more Products and/or Services, WAGS will make such Products and/or Services available to Customer on a trial or freemium basis free of charge until the earlier of (i) the end of the free trial period applicable to Customer; (ii) the start date of any paid Product Subscription purchased by Customer for such Product and/or Services; or (iii) termination of the trial or the freemium subscription at any time by WAGS or Customer, in their sole discretion.  
3.8 Third Party Payment Processor. WAGS reserves the right to use a third-party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder. Customer hereby authorizes WAGS to share payment information, which may include B2B Contact Data, to such third-party payment processor, including for the purpose of updating Customer’s payment method.
3.9 Taxes. Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against WAGS based on its income. WAGS will invoice Customer for such Taxes if WAGS has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced.
3.10 Purchase Orders. In the event that Customer requires a purchase order number issued prior to payment of any invoices issued pursuant to the applicable Order Form, then such purchase order number must be provided to WAGS prior to the activation of the Product Subscription. Customer’s execution and return of the applicable Order Form to WAGS without designating a purchase order number is deemed an acknowledgment that no purchase order is required for payment of invoices hereunder.
4. Data
4.1 Customer Data. Customer represents and warrants that it owns or has obtained all necessary rights, title and interest, and obtained all necessary consents to transfer Customer Data in relation to the General Terms and the Product-Specific Terms, as applicable, and that Customer Data does not infringe any third-party Intellectual Property Right and is used in accordance with any labor laws applicable to Customer. Customer or the User grants WAGS a worldwide, non-exclusive, and royalty-free right to access, use, process, copy, distribute, perform, export and display Customer Data, only to the extent permitted by law and as reasonably necessary (i) to provide, maintain and improve the Products and Services; (ii) to prevent or address service, security, support or technical issues; or (iii) to create anonymized and aggregated data non-related to a specific Customer, which does not constitute Customer Data and is owned by WAGS, including for use as benchmarking and marketing purposes in accordance with the Privacy Policy or as otherwise expressly permitted in writing by Customer or as required by law. This right continues with respect to anonymized data and any residual backup copies of Customer Data made in the ordinary course of business even after termination of the General Terms and the Product-Specific Terms, to the extent applicable.
4.2 Protection of Customer Data. WAGS shall store and process Customer Data in accordance with the Privacy Policy and the Data Processing Addendum, where applicable. WAGS has implemented appropriate technical, organizational and administrative systems, policies and procedures, as well as other measures described in the Privacy Policy, to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data.
WAGS shall process Customer Data in compliance with applicable Privacy Laws, including, where applicable, the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL) and any applicable Data Protection Regulations of the International Free Zone Authority (IFZA).
WAGS shall also ensure that any processing of Customer Data involving transfers across jurisdictions is carried out in accordance with applicable Privacy Laws, including requirements relating to cross-border transfers of Personal Information, and that appropriate safeguards are implemented to ensure an adequate level of protection of such data.
Notwithstanding the foregoing, hosting data online involves risks of unauthorized disclosure, loss or exposure and, in accessing and using the Products, Customer acknowledges and accepts such risks, except to the extent resulting from WAGS’s gross negligence, willful misconduct or violation of applicable law.4.3 Disclosure of Customer Data. Unless it receives Customer’s prior written consent, WAGS shall not grant any third-party access to Customer Data, except to WAGS’s third-party service providers in connection with the provision, the performance or the improvement of the Products and Services. Before sharing any Customer Data with any of its third-party service providers, WAGS will ensure that such third-party maintains data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access providing a level of protection equivalent or greater than that afforded by these General Terms.
4.4 Telemetric Data. To the extent permitted by law, Telemetric Data and the anonymized or aggregated data derived from such Telemetric Data does not constitute Customer Data and is owned by WAGS.
4.5 Privacy Policy and Data Processing Addendum. When using the Products, Services and/or when accessing the Website, including by subscribing to WAGS’s newsletter, by downloading content from the Website or by using the Website chatbot, Customer and/or User may transfer to WAGS, and WAGS may collect, access or process, Personal Information, including, when applicable, Customer Data containing Personal Information. WAGS shall collect, access, or process any Personal Information in accordance with the Privacy Policy and Data Processing Addendum (as applicable). The Privacy Policy and the Data Processing Addendum (as applicable) are hereby incorporated by reference and are part of the General Terms.
4.6 Confidential Information. “Confidential Information” means any non-public, confidential, or sensitive information, including Customer Data, disclosed by a Party or on its behalf (the “Disclosing Party”) to the other Party (the “Receiving Party”), and excludes any information that is:
●      (i) publicly available or later becomes publicly available other than through a breach of the General Terms and the Product-Specific Terms;
●      (ii) as evidenced by documentary and competent evidence: (a) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
●      (iii) as evidenced by documentary and competent evidence, subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality, provided that such source is not, to the knowledge of the Receiving Party, in breach of its obligations of non-disclosure towards the Disclosing Party.  
4.7 Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under the General Terms and the Product-Specific Terms, to the extent applicable. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that WAGS may disclose Confidential Information to its third party service providers in connection with the performance or the improvement of the Products and Services, in which case WAGS will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. The provisions of this Section shall supersede any prior non-disclosure agreement by and between the Parties, and such agreement shall have no further force or effect.
4.8 Return of Confidential Information. Following the termination or expiration of the General Terms and/or the Product-Specific Terms (as applicable), and upon request of a party, the other party shall return all Confidential Information to the other; provided, however, that each party may retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes provided further, that the retaining party will not use the retained Confidential Information for any other purpose.
4.9 Survival of Confidentiality Obligations. Subject to applicable laws, the foregoing obligations of each party with respect to Confidential Information shall survive any termination or expiration of the General Terms and the Product-Specific Terms (as applicable) and shall continue for a period of three (3) years following the termination or expiration of the Term unless applicable laws require the Confidential Information to be retained for a longer period.
5. WAGS's Warranties and Disclaimers
5.1 Warranty. WAGS represents and warrants that: (i) the Website, the Products and/or the Services do not infringe upon any third-party Intellectual Property Rights or constitute a misuse or misappropriation of a trade secret; (ii) contingent upon Customer’s proper use, Customer’s use of the Website, Products and/or Services do not infringe on any third party Intellectual Property Rights; and (iii) it has the right to grant access to, and use of, the Website, the Products and/or the Services to Customer.
5.2 Warranty Disclaimers. WAGS DOES NOT WARRANT THAT THE WEBSITE, THE PRODUCTS AND/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, ERROR FREE, VIRUS FREE OR FREE OF OTHER HARMFUL COMPONENTS OR WILL NOT BE SUBJECT TO UNAUTHORIZED USE OR DISCLOSURE. CUSTOMER ACCEPTS THAT THE WEBSITE, THE PRODUCTS AND/OR THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. WAGS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE OR THE PRODUCTS IS NOT ENDORSED BY WAGS, AND MAY NOT HAVE BEEN REVIEWED BY WAGS, AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. UNLESS OTHERWISE REQUIRED UNDER THESE GENERAL TERMS, WAGS DOES NOT REVIEW, MODERATE OR ALTER THE PERSONAL INFORMATION SHARED BY CUSTOMER AND/OR USERS, WHETHER SUCH PERSONAL INFORMATION IS SHARED DIRECTLY THROUGH THE WEBSITE, PRODUCTS, SERVICES AND/OR BETA SERVICES, OR THROUGH THEIR INTEGRATION WITH THIRD-PARTY SOFTWARE OR DATABASES. WAGS DOES NOT CONTROL CUSTOMER DATA AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CUSTOMER DATA AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR THE PRODUCTS. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CUSTOMER DATA AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE PRODUCTS, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. WAGS ASSUMES NO LIABILITY FOR ANY SUCH INFORMATION HANDLED BY CUSTOMER THROUGH THE WEBSITE OR THE PRODUCTS.  
6. Limitation of Liability
6.1 Dollar Cap. EXCEPT FOR FRAUD, PHYSICAL INJURY OR DEATH OR INTENTIONAL OR GROSS FAULT OF EITHER PARTY, FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT REFERRED TO IN SECTION 7.2 (INDEMNIFICATION) OR FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS REFERRED TO IN SECTION 2.12 (INDEMNIFICATION BY CUSTOMER OR THE USER), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS AND/OR PRODUCT-SPECIFIC TERMS EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WAGS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WAGS HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE WEBSITE, THE PRODUCTS AND THE SERVICES.
6.2 Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
6.3 Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the Products, WAGS shall have no responsibility in relation to such services.
7. Intellectual Property and Feedback
7.1 No Rights granted. WAGS or its licensors retain all rights, titles, interests and Intellectual Property Rights in and to (i) the Website and the Products and the content Customer accesses through the Website and the Products, other than Customer Data; (ii) anything developed or delivered by or on behalf of WAGS under these General Terms and Product-Specific Terms, including Telemetric Data; (iii) any anonymized and aggregated data non-related to a specific Customer; (iv) all other Confidential Information of WAGS, including but not limited to, any reports generated from the Products; and (v) any derivative works of the foregoing. The General Terms and the Product-Specific Terms (as applicable) do not grant Customer any Intellectual Property Rights in or to the Website or the Products, or in WAGS’s logos and other trademarks. Customer or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the Products.
7.2 Indemnification. WAGS will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, provided however that WAGS will have no liability to the extent the Third Party Claim Losses (as defined hereunder) against Customer arises from (i) the content or nature of Customer Data; (ii) any non-WAGS product; or (iii) any modification, combination or development of the Products that is not performed by WAGS. Customer must provide WAGS with prompt written notice of any Third Party Claim Indemnifiable Proceeding (as defined hereunder) and allow WAGS the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting WAGS defense and settlement of such matter. WAGS shall not settle or compromise any Third Party Claim Indemnifiable Proceeding that results in liability or admission of any liability by the Customer without Customer’s prior written consent, such consent not to be unreasonably withheld. WAGS shall not settle or compromise any Third Party Claim Indemnifiable Proceeding without Customer’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Customer; or (b) the settlement does not include a full release of liability for the indemnified parties. For the purpose of this Section, the following definitions apply:
●      (i) “Third Party Claim Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against Customer arising out of a third-party claim that the software used in the Products infringes any Intellectual Property Rights of such third party; and
●      (ii) “Third Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third Party Claim Indemnifiable Proceeding.
7.3 Feedback. Any feedback or suggestions from Customer or Users sent to, or shared with, WAGS to improve the Products or the Website may be implemented by WAGS in any manner, including future enhancements and modifications to the Website or the Products. In such case, Customer and Users grant WAGS an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to Customer, Users or any third party. In addition, other than Confidential Information of the Customer, WAGS shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to, or acquired during, the provision of the Website, the Products and/or the Services.
8. Term and Termination
8.1 Term. The General Terms are effective as of the Effective Date, for a period (the “Term”) ending (i) for Customer, when all subscriptions to the Products (each a “Product Subscription”), including all renewals of said Product Subscriptions, have expired after being cancelled pursuant to Section 3.2 (Renewal) or until they are terminated by any or both Parties in accordance with Sections 8.2 (Termination – General Terms) or 8.3 (Termination – Product Subscription), as applicable; or (ii) for a User, when the User is no longer accessing the Website or the Products. For greater clarity, the General Terms shall remain in force so long as at least one Product Subscription is active.
8.2 Termination - General Terms. The General Terms may be terminated:
●      (i) by the Parties at any time if the other Party materially breaches any of its obligations under the General Terms or the Product-Specific Terms, to the extent applicable. If the material breach is curable, the General Terms may only be terminated if such breach is not cured within 15 days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 2.8 (Unacceptable Use) and 2.11 (Unacceptable Conduct of Users) by Customer shall be deemed a material breach of the General Terms;
●      (ii) by WAGS if Customer fails to make any payment of the Service Fees within 15 days after WAGS provides notice that such amounts are overdue to Customer; or
●      (iii) by WAGS for convenience, with at least a 30-day prior written notice for a monthly subscription, or with at least a 90-day prior written notice for an annual or multi-year subscription.
8.3 Termination - Product Subscription. The conditions applicable to the termination of the General Terms under Section 8.2 (Termination – General Terms) apply equally to the termination of a Product Subscription, with the necessary modifications.
8.4 Termination Fee. In the event WAGS terminates a Product Subscription or the General Terms for cause under paragraphs 8.2(i) or 8.2(ii) hereof prior to the expiry of the Term, and Customer has not prepaid the total Fees payable hereunder, Customer shall pay as liquidated damages a termination fee equal to the remaining Fees that have not yet been paid to WAGS (the “Termination Fee”). The Parties stipulate that the Termination Fee is not a penalty, but rather a reasonable measure of damages, based on the parties’ expectation of the nature of the losses that may result from such termination.
8.5 No Refund in the Event of Termination. Section 3.5 (No Refunds) applies, regardless of the cause of termination. However, if Customer has terminated the General Terms pursuant to paragraph 8.2(i) or a Product Subscription pursuant to Section 8.3 (Termination – Product Subscription), or if WAGS has terminated the General Terms pursuant to paragraph 8.2(iii) or a Product Subscription pursuant to Section 8.3 (Termination – Product Subscription), WAGS shall refund prepaid Fees prorated for the remainder of the unused Term.
8.6 Survival. Any rights and obligations of the Parties hereunder that by their nature are reasonably intended to survive termination or expiration of the General Terms, shall survive termination or expiration of the General Terms including Sections 2.8 (Unacceptable Use), 2.11 (Unacceptable Conduct of Users), 2.12 (Indemnification by Customer), 4.7 (Use or Disclosure of Confidential Information), 5.2 (Warranty Disclaimers), 6 (Limitation of Liability), 7 (Intellectual Property and Feedback), 8 (Term and Termination) and 9 (General) shall survive termination of the General Terms.