1.1. "API" means application programming interface.
1.2. "AR" means augmented reality.
1.3. "Branded Items" means branded items (shoes, watches, beauty, bracelets, clothes, bags, sunglasses or similar).
1.4. "Business Day" means a day other than a public holiday, Saturday or Sunday upon which banks are open for business in the State of New York, USA.
1.5. "Commencement Date" means the earliest date upon which Licensed Materials are made to the Licensee in the normal course of business (the first official release or other similar event) which will occur no later than 20 Business days from the Effective Date.
1.6. "Exhibit A" means Exhibit A to this Agreement, which contains information about the scope of data collected under this Agreement. In case of any conflict between the terms of Exhibit A and the terms of this Agreement, the terms of Exhibit A will prevail.
1.7. "FARFETCH Group" means Farfetch Holdings PLC, a Public Limited Company, and the legal entities in which it owns or controls, directly or indirectly, a greater than fifty percent (50%) ownership interest.
1.8. "Full Cycle Production" or "Production" means production of an SKU compatible with WANNA software for subsequent virtual try-on and adapting the SKU to Licensee's specific requirements (subject to technical practicability of such adaptation). Full Cycle Production may be available to Licensee as a separate service, and may be performed based on physical samples (using special 3D scanning hardware) or photos of Branded items provided by Licensee.
1.9. "Incident" means an event in the functioning of any SDK or VFT that is not part of its documented, foreseen, and anticipated work and impacts Licensee's customers' virtual try-on experience, or on normal functioning of Licensee's App.
1.10. "Licensed Materials" means all materials and documentation delivered by WANNA to the Licensee to maintain the work of WANNA Solution(s) according to the terms of the Agreement, which may consist of including, but not exclusively: (i) a WANNA software development kit which provides AR effects of try-on Branded Items using computer vision, rendering, and machine learning and consisting of Company's library files, files of the sample code demonstrating the basic integration scenario, source code and object code, and product documentation describing the integration process ("SDK"); (ii) 3D visualization of Branded Items or their color variations which are developed or processed by WANNA ("SKU", "3D assets") for subsequent virtual try-on, subject to the Reference Imagery guidelines and limitations.
1.11. "Licensee's App" or "App" means Licensee's designated iOS, WeChat mobile application(s), extension(s), Licensee's website(s) or any other digital or/and online placement of the Company's AR try-on technology regardless the, whichever is applicable, unless otherwise agreed by the Parties in the Agreement.
1.12. "Optimization of SKU" or "Optimization Services" means the introduction of technical changes into existing 3D assets provided by Licensee to make them compatible with WANNA software and the optimization of the user experience of virtual try-on. Optimization may include colorization, changes in textures, and amendments of other parameters of existing SKUs to make them comply with WANNA Specifications
, and Licensee's quality control Reference Imagery.
1.13. "Professional Support" means support provided by WANNAs support engineering team and customer success manager to Licensee upon Licensee's request.
1.14. "Reference Imagery" means a photo(s) of a Branded Item from which an SKU is produced or optimized by WANNA to make the SKU compatible with its software and provide the intended virtual try-on experience. Such photo(s) are to reflect Licensee's key requirements for 3D assets visualization, including colorization nuances, textures, and patches of reflected light. Licensee may provide a written description of key requirements for relevant 3D asset (subject to WANNA's technical practicability to comply). A single iteration of amendments in the produced/amended SKU will be permitted free of charge. Any further iterations shall be subject to additional fees charged to Licensee.
1.15. "Term" means: (i) the initial term of the Agreement commencing on the Effective Date and terminating upon conclusion of the Usage Period; and (ii) any Renewal Term(s).
1.16. "Virtual Try-On" or "VTO" means each case of SKU use by the Licensee's clients in the Licensee's App (i.e. each launch of the SKU in the Licensee's app that triggers the complete performance of AR algorithms and software pertinent to the relevant SKU).
1.17. "Usage Period" means the period starting on the Commencement Date and lasting for the length of time indicated in the Cover Sheet during which Licensee makes commercial use of the Licensed Materials (i.e. Licensed Materials are accessible by end-users).
2. SOFTWARE DELIVERY AND SERVICES
2.1. SDK Delivery
WANNA will deliver to the Licensee the activation key and the applicable link to download the Licensed Materials directly, including any related files and directories, no later than twenty (20) Business Days following the Licensee's request.
2.2. Web Integration Services
Licensee's development department will promptly integrate the SDK into Licensee's App following delivery of the SDK to Licensee. WANNA will provide the Best Practices Workshop and Professional Support of the integration process according to the scope and rate specified in the Cover Sheet. Any additional Professional Support requested by Licensee will be charged at WANNA's then-current hourly rates.
2.3. Usage Period
Licensee will provide its end users with the opportunity to use WANNA AR try-on technology in Licensee's App during the Usage Period.
2.4. SDK Updates
If changes, modifications, or updates to the SDK are required WANNA will publicly release an appropriate link for downloading a file with updated SDK and/or other files and directories or send it directly to the Licensee. Licensee must ensure that it keeps the SDK updated as per any notices and recommendations WANNA sends to the Licensee. If Licensee fails to update the SDK per WANNA's recommendations WANNA shall not be responsible for the Licensee's inability to use all or any part of the SDK.
2.5. Content Services
2.5.1. WANNA shall provide 3D assets Content Services at the cost specified in the Cover Sheet if negotiated by the Parties and expressly requested in the Cover Sheet.
2.5.2. Licensee shall request in writing a list of SKUs to be produced or optimized for the fee stated in the Cover Sheet. If Content Services are available the Parties may include relevant Content Services in the initial Cover Sheet or sign an additional Cover Sheet specifically covering such Content Services.
2.5.3. All 3D assets production and SKU optimization are dependent on the quality of the Reference Imagery, limitations, and guidelines contained therein or attached thereto.
2.5.4. Licensee shall provide Reference Imagery for SKUs produced by WANNA from photos provided by Licensee and SKUs provided by Licensee and optimized by WANNA. WANNA shall make commercially reasonable efforts to produce or amend the respective SKU to meet key quality criteria reflected in the Reference Imagery and written requirements accompanying the Reference Imagery, if any.
2.5.5. Upon completion of the 3D assets production and/or optimization WANNA shall upload the 3D assets into WANNA content management system - WANNA Studio
or, if agreed by the parties, into a protected online folder and provide Licensee with a download link. The 3D asset shall be considered uploaded by the Licensee on the business day following the date it was sent.
2.5.6. Licensee shall submit its remarks on and/or objections to the quality of 3D assets and their consistency with the Reference Imagery within three (3) business days from receipt via WANNA Studio or in any other usable way (the "Comment Period"). If no remarks or objections have been submitted to WANNA by the expiration of the Comment Period the 3D assets shall be considered approved and accepted by the Licensee.
2.5.7. WANNA shall perform one iteration of changes in the produced or optimized SKUs free of charge in accordance with the Licensee's remarks and/or objections submitted in accordance with Sec.
2.5.8. WANNA shall not be responsible for any deviations from Licensee's requirements unless they are reflected in the Reference Imagery or expressly communicated to WANNA in writing prior to the production of SKUs from Licensee's photos or optimization of Licensee's SKUs.
2.5.9. In accordance with Exhibit B WANNA shall make commercially reasonable efforts to resolve or mitigate the impact of Incidents provided such Incidents are unrelated to Licensee's IT infrastructure and software, Internet connection quality, and/or other matters over which WANNA has no control.
3. LICENSEE AND IP RIGHTS
3.1. WANNA hereby grants to Licensee a limited, world-wide, non-exclusive, non-transferable, not sub-licensable, and revocable license to copy, distribute, publish, display, and otherwise use the Licensed Materials solely in connection with and in furtherance of the purposes of the Agreement, including to permit end-users to enable the try-on software in the Licensee's App (the "License"). The License will be valid for the Usage Period and shall terminate upon the conclusion of that period unless otherwise agreed by the Parties in writing or elsewhere in this Agreement.
3.2. For the avoidance of doubt, the foregoing License includes the right to use any object code libraries, APIs, and documentation specified in the Licensed Materials (including any SDK or APIs related thereto) to provide AR features and services in connection with the products Licensee offers for sale therein.
3.3. Except for the limited license expressly provided herein, WANNA shall retain all right, title, and interest in and to the Licensed Materials and all elements thereof. Any and all goodwill arising from Licensee's use of the Licensed Materials will insure to the benefit of the Company.
3.4. The Licensee's App and all elements thereof (excluding the Licensed Materials and all elements thereof) are the intellectual property of Licensee, and WANNA shall receive no right, title, interest, or license thereto. Licensee also retains all rights to Licensee's content, including photos, pictures, and screenshots of samples of Branded Items, as well as SKUs which are created by Licensee or for Licensee by any third parties.
3.5. Licensee hereby grants the FARFETCH Group a limited, non-exclusive, royalty-free, worldwide, transferable, and sub-licensable license to copy, distribute, publish, display, and otherwise use in the ordinary course of business each SKU produced or adapted by WANNA under this Agreement without any breach of the rights and reasonable interests of the Licensee.
3.6. Should Licensee be bound by any limitations or restrictions of any kind that make it impossible to grant the license as stipulated in Sec. 3.5 with respect to any particular SKU Licensee shall promptly notify WANNA before production or adaptation of the respective SKU. If Licensee fails to notify WANNA of any such restrictions or limitations it shall indemnify, defend, and hold harmless the FARFETCH Group and their respective officers, directors, members, managers, employees, agents, affiliate companies, and service providers from and against any and all damages, awards, judgments, liabilities, fines, penalties (including regulatory fines and penalties), costs, and expenses (including reasonable attorneys' fees) related to or arising from any and all use of such SKUs.
4. DATA COLLECTION
4.1. WANNA shall have the right to collect non-personally identifiable information, analytics, and/or data produced by or resulting from end-users' use of the Licensed Materials in Licensee's App (the "Usage Data"). WANNA shall be entitled to use such Usage Data in an aggregated and anonymized manner for any and all lawful purposes. A comprehensive list of Usage Data is provided in Exhibit A. The Parties agree that WANNA shall own and retain all rights, title, and interest in and to any and all Usage Data generated in this manner.
4.2. Notwithstanding the foregoing, to the extent WANNA collects any personal data from end-users in the Licensee's App to provide some additional services ordered by Licensee (if any): (i) such collection shall be restricted to IP Addresses from end-users; and (ii) WANNA shall act as a data controller and in compliance with applicable data protection laws. The collection and usage of personal data shall be performed exclusively for the purpose of service functionalities of the Licensee's App and said personal data shall be deleted as soon as its purpose is served, and shall in no case be kept for longer than one (1) week following its collection.
5. MODIFICATION RESTRICTIONS
5.1. To the maximum extent permitted by law Licensee shall not: (a) modify, obscure, or delete any proprietary rights notices of WANNA or its licensors that are included in or generated by Licensed Materials; (b) reverse engineer, decompile, disassemble, or otherwise tamper with or seek to discover any source code or data included in the Licensed Materials; or (c) modify any of the object code libraries or APIs included with or specified in any Licensed Materials, or use any of WANNA's APIs in any manner other than in accordance with this Agreement and as documented in the SDK.
6.1. Each Party may not issue official press releases or make any other public announcement on social media and networks (including, but not exclusively, Instagram, Facebook, Twitter, and Linkedin, the official website) (together, the "SM&Ns"), in each case relating to, connected with, or arising out of this Agreement or the matters contained herein, without first obtaining the prior written approval of the other Party.
6.2. Notwithstanding Sec. 6.1 WANNA may use, at its own discretion, the Licensee's names, logos, trademarks, service marks, and/or trade names, whether registered or unregistered, or any non-confidential or disclosed materials arising out of this Agreement including, without limitation, any photographs, 3D models, video, drawings, renderings, or images as well links, references, and citations from the Licensee's App to: (i) refer to the Licensee's use-case or any of its parts among WANNA's potential clients and partners for marketing, advertising, sales promotion, or other similar purposes (e.g. presentations, promo videos, etc.) on SM&Ns; and (ii) to mention the Licensee's name, logo, and/or related collaboration on wanna.fashion. WANNA's rights as set forth in this 6.2 shall survive termination or expiration of the Agreement for any reason.
7. FEES AND PAYMENT
7.1. Fees and Structure
7.1.1. License fee for the Licensed Materials shall be charged separately for each digital placement where the AR try-on technology is integrated regardless of which platforms they are hosted on (e.g., iOS, VFR, WeChat).
7.1.2. A fee shall be charged for each category of Branded Items developed for Licensee and each digital or/and online placement where the AR try-on technology is integrated regardless of the number of platforms for which the Licensee has developed its App.
7.1.3. A fee shall be charged for the total number of SKUs produced and/or optimized in each category as requested by Licensee.
7.1.4. Prices for additional services that may be made available from time to time, including additional Content services other than those related to 3D assets production, shall be provided to the Licensee upon written request of the latter.
7.2.1. Licensee shall pay all agreed fees within thirty (30) business days of receiving an invoice from WANNA unless otherwise agreed by the Parties in writing.
7.2.2. All sums payable to WANNA will be remitted by Licensee in the currency specified in the Cover Sheet and in the manner specified in the relevant invoice.
7.2.3. All fees payable under the Agreement will be net of all applicable taxes, including any sales and value-added taxes. Licensee shall be responsible for payment of all applicable taxes related to any fees. Each Party will provide the other Party with all forms and documents reasonably requested by a Party to facilitate payment of the fee(s) and all applicable taxes.
7.2.4. Within five (5) days of receipt of an invoice (the "Invoice Dispute Period") Licensee shall notify WANNA in writing of any disputed items or amounts. If no disputes have been raised before the expiration of the Invoice Dispute Period the amounts due and payable by Licensee will be deemed accurate and accepted by Licensee.
7.2.5. With regards to VTO fees (if applicable), WANNA will track the number of VTOs accumulated in the previous month and provide a report (the "Report") to Licensee on or about the last Business Day of each month during the Usage Period as an annex to the invoice sent to Licensee. Within five (5) Business Days of receipt of the Report (the "VTO Dispute Period") Licensee shall notify WANNA in writing of any dispute of the number of VTOs. If no disputes have been raised before the expiration of the VTO Dispute Period the contents of the Report will be deemed accurate and accepted by Licensee.
8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
8.1. Each Party hereby represents and warrants to the other Party that it: (i) has the authority to enter into this Agreement; and (ii) possesses all necessary ownership or license rights and all necessary permissions and/or consents to grant the rights and perform the obligations set forth in this Agreement.
8.2. WANNA hereby represents and warrants to Licensee that throughout the Term, to the best of WANNA's information and knowledge, its Licensed Materials and WANNA's use thereof will not infringe upon or violate any third party's intellectual property or other proprietary, privacy, and/or image rights.
8.3. Licensee hereby represents and warrants to WANNA that:
8.3.1. Throughout the Term Licensee will not infringe, breach, or violate any third party's intellectual property or other proprietary, privacy and/or image rights, or any other rights, by its usage of the Licensed Materials or trademarks.
8.3.2. When requesting production or optimization services for SKUs Licensee has all necessary permissions, licenses, and approvals to use all imagery and other materials necessary to produce or amend the SKU, and that the use of such SKU as set forth in this Agreement shall not infringe, breach, or violate any third party's intellectual property or other proprietary, privacy and/or image rights, or any other rights.
8.3.3. Licensee's App does not and will not, throughout the Term, feature, contain, create, transmit, broadcast, or disseminate any defamatory, pornographic, nude, lascivious, discriminatory, hateful, fake, infringing, plagiaristic, or otherwise unlawful content of any kind whatsoever.
8.3.4. Licensee is not: (i) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (ii) a "Specially Designated National" by the Office of Foreign Assets Control (OFAC); or (iii) placed on the U.S. Department of Commerce's Denied Persons List; and Licensee will not access or use any Licensed Materials if any applicable laws in its country prohibit it from doing so in accordance with this Agreement. Licensee further represents and warrants that it will not export the Licensed Materials to any person or entity that falls within (i-iii) above and that no U.S. federal agency has suspended, revoked, or denied its export privileges. Licensee shall immediately notify WANNA if it learns that any of the above occurs through its use of the Licensed Materials.
8.3.5. Licensee complies, and throughout the Term shall comply, with all applicable laws, regulations, and industry standards, including, but not limited to, any applicable privacy and security laws, regulations, and industry standards associated with Licensee's App and any collection, use, and disclosure of data by Licensee or any third party via Licensee's App. Such laws and standards include, but are not limited to, COPPA, CCPA, GDPR, and the Federal Trade Commission guidelines. Licensee is solely responsible for ensuring that Licensee's App complies with all applicable laws and regulations.
8.3.6. Without prejudice to the above provisions, and in addition thereto, Licensee will remove from the Licensee's App and any other medium under its control any illegal content within two (2) Business Days of receipt of a written request for such removal.
8.4. Except as expressly set forth in this Agreement, each Party disclaims any and all other representations and warranties, whether statutory, oral, express, or implied, in connection with this Agreement.
8.5. WANNA is providing licensee with the licensed materials on an "as is" basis without warranties of any kind. To the greatest extent permitted by law, WANNA and its licensors expressly disclaim any and all warranties other than those set forth in this agreement, whether express or implied, including any warranties regarding accuracy, operability, use, non-infringement, title, merchantability, and fitness for a particular purpose.
9. NO EXPORT
9.1. Licensee shall not (whether directly or indirectly) export or re-export all or any part of the Licensed Materials to: (i) any countries that are subject to U.S. export restrictions (such as, by way of example and not limitation, Cuba, Iran, North Korea, Sudan, and Syria); (ii) any third party who Licensee knows or reasonably should know will utilize the Licensed Materials for prohibited end uses (such as, by way of example and not limitation, for the design, development or production of nuclear, chemical, or biological weapons); or, (iii) any third party who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government (such as, by way of example and not limitation, someone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List).
10.1. Licensee shall indemnify, defend, and hold harmless the Company and the FARFETCH Group, and their respective officers, directors, members, managers, employees, agents, affiliate companies, and service providers from and against any and all damages, awards, judgments, liabilities, fines, penalties (including regulatory fines and penalties), costs, and expenses (including reasonable attorneys' fees) related to or arising from any third-party claim, demand, action, lawsuit, or proceeding (each a "Claim") that arises from or is based upon any allegation that, if true, would constitute a breach by the indemnifying Party of its representations and warranties in this Agreement, or applicable state or federal U.S. laws (including but not limited to intellectual property laws), or arising from or related to: (i) Licensee's use of the Licensed Materials, or (ii) Licensee's breach of this Agreement (including any failure by Licensee's affiliates to comply with any of the terms of this Agreement).
11.1. "Confidential Information" means confidential and proprietary information, including information regarding the disclosing Party's ("Disclosing Party") business, marketing, and/or product development plans and strategies, relationships with actual and potential customers, contractors, data, or other partners, and any other information that a reasonable business person would consider confidential or proprietary given the nature of the information and the circumstances of disclosure (regardless of whether such information was marked or otherwise identified as confidential or with a similar legend). WANNA's Confidential Information will include but is not limited to any of the Licensed Materials, as well as any other information and materials relating to WANNA's collections, products, styles, and designs. The Parties hereby agree that WANNA can share Licensee's Confidential Information with its subsidiaries and parent(s), and their officers, employees, and contractors, for the purposes of performance of this Agreement, each of which will be bound by confidentiality obligations of this Agreement.
11.2. The Party in receipt of the Disclosing Party's Confidential Information (the "Receiving Party") acknowledges and agrees that, in connection with this Agreement, the Receiving Party has had, has, and/or will have access to or knowledge of Confidential Information. The Receiving Party will (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except: (A) to the Receiving Party's officers, employees, agents, consultants, and professional advisors ("Representatives") who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement, provided that such Representatives are informed by the Receiving Party of the confidential nature of the Confidential Information and the obligations of this Agreement, or (B) pursuant to applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the Receiving Party will first provide the Disclosing Party with: (1) prompt written notice of such requirement (unless prohibited by applicable law) so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (2) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
11.3. Notwithstanding the expiration or earlier termination of this Agreement for any reason whatsoever, the provisions of this Section will remain in force from the date of the Receiving Party's receipt of each item of Confidential Information until the Receiving Party destroys or returns each item of Confidential Information, unless each such item of Confidential Information (a) becomes public knowledge for reasons other than the breach by the Receiving Party of its confidentiality obligations provided for herein, (b) was already rightfully known to the Receiving Party as of the time it is disclosed to or obtained by the Receiving Party, (c) is subsequently learned from a third party not under a confidentiality obligation to the Disclosing Party, or (d) is independently developed by the Receiving Party without reference to the other Party's Confidential Information.
11.4. Within thirty (30) days following termination of this Agreement for any reason, or upon reasonable request during the Term, the Receiving Party will return or destroy, at the Disclosing Party's direction, any Confidential Information of the Disclosing Party. If the Receiving Party is instructed to destroy the Confidential Information, the Receiving Party will provide written confirmation of such destruction to the Disclosing Party, and the Receiving Party will use industry-standard techniques in order to ensure the security and completeness of such destruction. Notwithstanding the foregoing, this provision does not apply to cases where confidential information is kept for legal or tax purposes.
12. RENEWAL AND TERMINATION
12.1. Upon expiration of the initial Usage Period the Agreement shall automatically renew for an additional one (1) year term on each anniversary of the Commencement Date (each a "Renewal Term") unless either Party gives written notice of termination of this Agreement at least sixty (60) calendar days prior to the expiration of the then-current Usage Period.
12.2. If the Usage Period is for a Pilot Period License as set forth in the Cover Sheet, prior to the expiration of the initial Usage Period the Parties shall discuss whether to extend the Agreement for a Full Term License. If the Parties mutually agree to so extend the Agreement, the initial Usage Period shall then be considered as the sum of the Pilot Period and Full Terms Period for any subsequent renewals the terms of Sec. 12.1 herein shall apply. If the Parties do not mutually agree the so extend the Agreement then the Agreement shall automatically terminate after the end of the Pilot Period.
12.3. Either Party may terminate this Agreement, without penalty or liability to such Party, immediately upon prior written notice to the other Party no later than fourteen (14) calendar days before the end of the Pilot Period. There is no refund of the fees then charged to date, and any outstanding unpaid fees shall remain due, but no additional fees will be charged or incurred.
12.4. Either Party may terminate this Agreement during the remainder of the Usage Period, without penalty or liability to such Party, immediately upon written notice thereof: (i) in the event of the commencement of any liquidation, dissolution, voluntary or involuntary bankruptcy, insolvency, receivership or similar proceeding against the other Party; (ii) if the other Party is unable to pay its debts as they become due, has explicitly or implicitly suspended payment of its debts as they become due (except debts contested in good faith), or if the creditors of the other Party have taken over its management or a substantial part of its assets.
12.5. Each Party may terminate this Agreement if the other Party is in material breach of its obligations, warranties, or representations and such material breach is either irremediable or, if capable of remedy, is not remedied for a period of fifteen (15) Business Days following receipt of written notice of its breach.
12.6. Upon termination of this Agreement Licensee shall: (i) procure that all Licensed Materials are promptly removed from the Licensee's App (including any feature or portion of the Licensee's App that uses or otherwise depends on the Licensed Materials); and (ii) promptly delete all copies of any Licensed Materials that Licensee has in its possession or under its control no later than ten (10) days following the effective date of termination.
12.7. Licensee acknowledges and agrees that following termination of the Agreement WANNA shall not be obligated to withdraw any advertising material or press releases created by WANNA in accordance with this Agreement that display or contain any Licensed Materials and were published prior to the date of termination.
12.8. Sections 1, 4, 5, 7, 8, 9, 10, 11, 13, 14, 15, 17, 18, and 19 shall survive termination or expiration of the Agreement for any reason, along with any other provisions hereof that, by their nature, are logically intended to survive termination/expiration.
13. LIMITATION OF LIABILITY
13.1. The Company shall not be liable to Licensee, under any theory of liability whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of, related to, or in connection with this Agreement for: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of or damage to goodwill; (vi) loss of use or corruption of software, data or information; (vii) statutory penalties; and/or, (viii) any indirect, incidental, or consequential loss, or special, punitive, or exemplary damages. In no event shall the Company's total liability to Licensee arising out of, related to, or in connection with this Agreement exceed the amount of all payments actually received by Company under the Agreement during the twelve (12) month period preceding the relevant claim.
14. ANTI-BRIBERY AND ANTI-CORRUPTION
14.1. Licensee shall:
14.1.1. comply with all Applicable Laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including the United States Foreign Corrupt practices Act ("FCPA") ("Relevant Requirements");
14.1.2. comply with any Code of Conduct, ethics, and legal compliance policies adopted or implemented by Company from time to time ("Relevant Policies");
14.1.3. throughout the Term have, maintain, and, where appropriate, enforce its own policies and procedures, including adequate procedures under the FCPA, to ensure compliance with the Relevant Requirements and the Relevant Policies;
14.1.4. promptly report to the Company any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; and
14.1.5. immediately notify the Company in writing if a foreign public official becomes an officer or employee of the Licensee, and the Licensee warrants that it has no foreign public officials as officers or employees as of the Effective Date.
15. FORCE MAJEURE
15.1. Neither Party will be in breach of the Agreement for any delay or failure to perform any obligation hereunder where the delay or failure results from any unforeseeable cause beyond its reasonable control, including epidemics, pandemics, acts of God, labor disputes, or other industrial disturbances, electrical or power outages, utilities or telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war (each a "Force Majeure Event"), so long as the Party which is totally or partially prevented from performing any of its obligations hereunder (the "Impacted Party") takes all reasonable steps to mitigate the effects of the Force Majeure Event. "Force Majeure Event" also means: (i) the Covid-19 pandemic and/or its lower or derivative form (such as epidemic or viral or communicable disease outbreak) and/or national emergency or other acts, orders, or requirements of any governmental authority taken as a result or in light thereof; (ii) any other severe event which is unforeseen and not falling within the responsibility of either Party and which cannot be prevented with commercially reasonable means and the statutory restrictions and official orders based on such events; (iii) any voluntary or mandatory quarantine and/or closure and/or material limitation of use of working places or businesses, lack or material limitations of resources or inability to obtain them and other various disruptions for reasons associated with or resulting from any of the event quoted above. The Impacted Party shall promptly notify the other Party of the Force Majeure Event in writing and provide the other Party with its reasonable best estimate of the likely extent and duration of the Force Majeure Event. Notwithstanding the foregoing, if a Force Majeuere Event continues for a period of thirty (30) calendar days or more this Agreement may be terminated upon written notice by either Party.
16. INDEPENDENT CONTRACTOR
16.1. The Parties are independent contractors, and nothing contained in this Agreement shaill be deemed to constitute either Party as an agent, representative, partner, joint venturer, or employee of the other Party for any purpose.
17.1. This Agreement shall be governed by and construed in accordance with, and the legal relations between the Parties shall be determined in accordance with, the laws of the State of New York, without regard to any conflict of laws principles and excluding application of the United Nations Convention for the International Sale of Goods. All actions and proceedings arising out of or relating to this Agreement shall be exclusively heard and determined by the courts of the State of New York.
18.1. Any notice required or permitted hereunder will be in writing and will be deemed to have been duly given if delivered personally, sent through authorized email, mailed by first-class, registered or certified U.S. mail, via express delivery service to the following addresses of the parties (or such other address as a party may designate by notice in writing). Notices will be effective upon receipt. For WANNA, notice shall be delivered to Wannaby, Inc., Attn: WANNA Legal Department, 541 Jefferson Avenue, Suite 100, Redwood City, CA 94063; Email: email@example.com
. For Licensee, notice shall be delivered to the Licensee Name, Address, Contact Name, and Email listed on the Cover Sheet.
19. GENERAL PROVISIONS
19.1. Entire Agreement
. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof, and all prior and contemporaneous understandings, whether oral or written, have been merged herein and are superseded hereby.
19.2.1. The Agreement may be assigned by the Company to any of its affiliates, parent(s), or subsidiaries. WANNA may use contractors (including its affiliate WANNABY UAB) to perform WANNA's obligations under this Agreement. WANNA's use of a contractor shall not release WANNA from any duty or liability to fulfill its obligations under this Agreement.
19.2.2. The Agreement may be assigned by the Licensee to any affiliated entity or to a successor to substantially all its business or assets by merger, reorganization, consolidation or else, only upon the prior written consent of WANNA. It may not be otherwise assigned or subcontracted by Licensee except as otherwise provided herein or by the consent of the Parties in writing.
. If any provision of this Agreement is found to be unenforceable under applicable law by a court of competent jurisdiction, the other provisions of this Agreement will not be affected thereby and will continue in full force and effect.
19.4. Variation of Terms
19.4.1. WANNA reserves the right to amend these General Terms and Conditions, publishing the amended version at https://wanna.fashion
, at any time upon its sole discretion. In the event that WANNA amends the General Terms and Conditions such changes shall come into effect ten (10) days after publishing, unless another effective date is specified in writing.
19.4.2. WANNA will endure reasonable efforts to provide the Licensee with advance notice of the amendment of the General Terms and Conditions during the term of the Agreement by Clause 19.4.1 if these amendments will negatively impact the Licensee's limitation of liability, indemnity rights, or intellectual property rights.
19.4.3. Should Licensee object to the amended version of the General Terms and Conditions, it shall have the right to terminate the Agreement upon written notice thereof at least thirty (30) days prior to the date of termination.
19.4.4. Notwithstanding the foregoing, the Parties may mutually agree to amend this Agreement by a written instrument executed by duly authorized representatives of both Parties.
19.5. Third Party Rights
. No third parties have rights under this Agreement or are intended third party beneficiaries.
19.6. No Waiver
. No waiver of any provision of the Agreement or any right or obligation of either Party thereunder shall be effective unless made in writing. Failure of either Party to require strict performance by the other party of any provision shall not affect the first Party's right to require strict performance thereafter. Waiver by either Party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
Usage Data Specification
To improve WANNA Solutions' quality and performance and prevent fraud, WANNA may collect the following data:
- SDK session data:
1.1. user's performed action;
1.2. type and ID of a viewed product;
1.3. session duration, FPS;
- Information about the user's device:
2.1. device model;
2.2. OS and OS version;
2.3. location (country only);
- Name of Licensee;
- Error-related data, including error messages and SDK build information;
- WANNA ID*.
*It's generated exclusively by WANNA to track the user's activity inside WANNA Solutions without collecting personal information about the end user. From time to time, the software automatically updates the user's WANNA ID to exclude any chance of using it incorrectly.
SERVICE LEVEL AGREEMENT
This Service Level Agreement ("SLA") documents the level of service that WANNA as expected to provide to the Licensee. The target of VTO availability for the Licensee end-users is around 99.5 % of the time per month during the Usage Period.
This agreement aims to enable this level of strategic use of the technology ordered according to the Cover Sheet by committing all responsible Parties to fulfill their responsibilities and meeting specific obligations. SLA covers incident management and requests fulfillment for all core services provided by WANNA.
The purpose of the incident management process specified by this SLA is to restore normal service operation as quickly as possible, minimizing the adverse impact on business operations and thereby ensuring the best possible levels of service quality and availability are maintained. Incident management includes any event which disrupts, or which could disrupt, a service.
Licensee can inform WANNA about any incident through the customer success manager supported in the usual course of business or via firstname.lastname@example.org. The incident settlement is carried out only on business days in Lithuania (GMT + 2 - time zone) within the working hours of those days from 9 a.m. to 6 p.m. Please note that the time for responding and resolution begins only when the Licensee provides WANNA with a description of the incident with sufficient detail to identify it.