Wragby Product End User License Agreement

This Wragby’s wBizmanager Product End-User License Agreement (EULA) is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually (“you” or “your”), and Wragby Business Solutions & Technologies Limited(“Wragby”, “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Online Services Terms, and the SLA (together, the “Agreement”). It is effective on the date that your subscription is provisioned. Key terms are defined in Section 12.
  1. Definitions

    For this EULA the following definitions apply:

    • Product: This is the Wragby Intellectual Property Product, in this case, wBizmanager developed and hosted in the cloud as a Software as a Service (SaaS) product or Sold to you as a Cloud Hosted Product
    • Subscription License: User license which provides access authorization and is utilized by the end Customer to connect to the Service
    • Subscription Bundle Bundle is a pool of Licenses offered to you for access to products or services.
    • Subscription Admin: : Your Assigned Administrator to the Subscription
    • Availability means that you can sign into the subscribed product environment over the Internet
    • Unavailability means that although you have Internet access, you cannot sign into the production environment.
    • Business Day means Monday to Friday (public and bank holidays excluded) 09:00hrs-17:00hrs West African Time (WAT) at the location of the Wragby Office Lagos, Nigeria;
    • Monthly Recurring Charges means the standard monthly recurring fees for the Service and does not include any one-time payments or charges made for customization or excess usage.
  2. Use of Online Services.

    Right to use. We grant you the right to access and use the Online Services and to install and use the Software included with your Subscription, as further described in this agreement. We reserve all other rights.

    1. Acceptable use. You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in the Online Services Terms.
    2. End Users. You control access by End Users, and you are responsible for their use of the Product in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.
    3. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating Wragby to you or any third party. Wragby does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law.
    4. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify customer support about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.

      Wragby reserves the right to verify eligibility at any time and suspend the Online Service if the eligibility requirements are not met.

      1. Preview releases. We may make Previews available. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from the SLA and all limited warranties provided in this agreement. Previews may not be covered by customer support. Previews may be subject to reduced or different security, compliance, and privacy commitments, as further explained in the Online Services Terms and any additional notices provided with the Preview. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into “General Availability.”
  3. Subscriptions, ordering.
    1. Available Subscription offers. The Subscription offers available can be categorized as one or a combination of the offers following:
      1. Licensed based products: While billing is monthly, you can subscribe to any license or bundle with the following options
        1. Annual Subscription: You pay annually in advance for the licenses or subscription bundles you are subscribing to
        2. Quarterly Subscription: You pay Quarterly in advance for the licenses or subscription bundles you are subscribing to
        3. Monthly Subscription: You pay monthly in advance for the licenses or subscription bundles you are subscribing to
    2. Ordering.
      1. Orders must be placed through:
        1. The provided Online Product Subscription portal
        2. An assigned Wragby Account Manager

        You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.

      2. You may modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription.
    3. Pricing and payment. Prices for each Product and any terms and conditions for invoicing and payment are as indicated in the SLA attached to your agreement.
      1. Renewal
        1. Upon renewal of your Subscription, you may be required to sign a new agreement, a supplemental agreement, or an amendment to this agreement.
        2. Your subscription will automatically renew unless you provide Wragby with notice of your intent not to renew prior to the expiration of the Term.
      2. Taxes. The parties are not liable for any of the taxes of the other party that the other party is legally obligated to pay and which are incurred or arise in connection with or related to the transactions contemplated under this agreement, and all such taxes will be the financial responsibility of the party who is obligated by operation of law to pay such tax.
    4. Service Availability Commitments

      Wragby will use its best efforts to ensure that the Service Subscribed provides the agreed level of service agreed to by each party

      Wragby will use Industry standards best efforts to ensure that the Service has Service Availability of at least 99% per calendar month:
      If the Availability of Service purchased is less than the associated Availability commitment in a given calendar month, you may request, and upon Wragby’s verification, which verification shall not be withheld, Wragby will issue a service credit (“Service Credit”) in lieu of all other remedies may have. You will be credited for any interruption as follows:

      Availability Service Credit Allowance (% of Monthly Recurring Charge)
      99% and above No Credit
      95% -99% 5%
      94.99%-90% 10%
      Below 90% 15%
      Customization Project

      Where it is a Software Customization Project delivery purchased by you, Wragby will use Industry standards best to ensure that the project is delivered to perform as detailed in the Scope of work submitted to and agreed with you.

      1. The project will be delivered using the Scaled Agile Framework (SAFe) Methodology.
      2. Each phase is made up of well-defined features that would be implemented as agreed with the solution stockholders. These features would be subdivided into tasks which would be implemented in Sprints
      3. At the end of each sprint session, a Minimum Viable Product (MVP) is released to the stakeholders for review, evaluation, and testing.
      4. All reviews from the stakeholders would be added to the backlog for the next sprint session.
      5. Features will be implemented based on priority during each sprint session and an automated solution delivery pipeline will be configured to aid the release cadence of the platform over the Sprint sessions.
      6. After the delivery of this project, as specified by you, All maintenance will be done by you and you will ensure that the delivery performs in material compliance with your Specifications from the period it has been handed over by Wragby.
      7. Updates & Upgrades. After the delivery of this project, Wragby shall not be responsible for any updates or upgrades of the delivery after handover. Any upgrades or updates provided by Wragby after handover will be a variation and will come at an additional charge.

      Limitations and Condition

      Wragby’s failure to meet any Service Level commitment will be excused to the extent the failure is due to any of the following:

      • scheduled maintenance windows which have been notified in advance;
      • Recurring or zero impact maintenance windows that are made generally available to all customers;
      • Force majeure events, denial of service attacks, virus or hacking attacks for which there is no commercially reasonable known solution or any other events that are not within Wragby’s direct control or that could not have been avoided with commercially reasonable care;
      • Packet loss, network or internet problems beyond Wragby’s product or on Your Access Network;
      • Shutdowns in response to security incidents or for the protection of the security of the Wragby product;
      • Problems with third-party components for which fixes have not been provided by the supplier; the applications and/or data placed by You on its subscription (Content);
      • Any components that are not managed by Wragby;
      • Configuration changes initiated by You;
      • Your failure to observe Wragby’s support and upgrade policies as may be amended and advised to You from time to time;
      • Acts or failures to act by You or third parties;
      • uspension of access due to manual and automated protection systems

      You shall not be eligible to receive a Service Credit if:

      • There are any outstanding payments for the Service purchased;

      Wragby’s monitoring tools specifically installed to monitor resource utilization on assigned virtual resource pools will be the sole source of information used to track and validate Availability.

      Service Credit Claims
      In order to qualify for Service Credits, you must notify Wragby of any event giving rise to Your entitlement to a Service Credit within three (3) working days of such event so that Wragby can open a trouble ticket regarding said the event. You must provide Wragby with a written request for a Service Credit due hereunder within thirty (30) days of the applicable event giving rise to the credit Wragby will review the request and validate based on Wragby’s data and records. All approved Service credits for a month will be totaled and applied to Customer’s next following invoice for the Service or as promptly thereafter as is practical in the event of a dispute. If the subscription term for the Service expires or is terminated prior to the issuance of a Service Credit, the Service Credit will become due and payable.

    5. Term, termination, and suspension.

      1. Agreement term and termination. This agreement will remain in effect until the expiration or termination of your Subscription, whichever is earliest. You may terminate this agreement at any time by contacting Wragby through the designated channels provided. The expiration or termination of this agreement will only terminate your right to place new orders for additional Products under this agreement.
      2. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 6 within a reasonable time; or (3) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement. If one or more of these conditions occurs, then:
        1. For Limited Offerings, we may suspend your use of the Online Services or terminate your Subscription and your account immediately without notice.
        2. II. For all other Subscriptions, a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice to the named administrators for your Subscription, which maybe you and/or designated Administrator, before we suspend, except where we reasonably believe we need to suspend immediately. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than twice in any 12 months.

    6. Security, privacy, and data protection.

      1. You consent to the processing of personal information by Wragby and its agents to facilitate the subject matter of this agreement. You may choose to provide personal information to Wragby on behalf of third parties (including your contacts, resellers, distributors, administrators, and employees) as part of this agreement. You will obtain all required consents from third parties under applicable privacy and data protection laws before providing personal information to Wragby
      2. Additional privacy and security details are in the Online Services Terms. The commitments made in the Online Services Terms only apply to the Online Services purchased under this agreement and not to any services or products provided by your Reseller.
      3. You consent and authorize Wragby (and its service providers and subcontractors), or as required by law, to access and disclose to law enforcement or other government authorities data from, about or related to you, including the content of communications (or to provide law enforcement or other government entities access to such data).
      4. As and to the extent required by law, you shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities or as required by law, and you shall obtain the users’ consent to the same.

    7. Warranties.

      1. Limited warranty.
        1. Online Services. We warrant that the Online Services will meet the terms of the SLA during the Term. Your only remedies for breach of this warranty are those in the SLA.
        2. Software. We warrant for one year from the date you first use the Software that it will perform substantially as described in the applicable user documentation. If Software fails to meet this warranty we will, at our option and as your exclusive remedy, either (1) return the price paid for the Software or (2) repair or replace the Software.
      2. Limited warranty exclusions. This limited warranty is subject to the following limitations:
        1. any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
        2. this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;
        3. this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
        4. this limited warranty does not apply to Previews or Limited Offerings.
      3. DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.
        1. We will defend you against any claims made by an unaffiliated third party that a Product infringes that third party’s patent, copyright, or trademark or makes unlawful use of its trade secret.
        2. You will defend us against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution, or Non-Wragby Products, or services you provide, directly or indirectly, in using a Product infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from the violation of the Acceptable Use Policy.
      1. Limitations. Our obligations in Section 8.a won’t apply to a claim or award based on (i) any Customer Solution, Customer Data, Non-Wragby Products, modifications you make to the Product, or services or materials you provide or make available as part of using the Product; (ii) your combination of the Product with, or damages based upon the value of, Customer Data, or a Non-Wragby Product, data, or business process; (iii) your use of a Wragby trademark without our express written consent, or your use of the Product after we notify you to stop due to a third-party claim; (iv) your redistribution of the Product to, or use for the benefit of, an unaffiliated third party; or (v) Products provided free of charge.
      2. Remedies. If we reasonably believe that a claim under Section 6.a.(i) may bar your use of the Product, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Product. If these options are not commercially reasonable, we may terminate your rights to use the Product and then refund any advance payments for unused Subscription rights.
      3. Limitations. Each party must notify the other promptly of a claim under this Section 6. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties’ respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 6 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
    8. Limitation of liability.
      1. Limitation The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Service during the 12 months before the cause of action arose; provided, that in no event will a party’s aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. For Products provided free of charge, Wragby’s liability is limited to direct damages up to NGN1,000.00 only.
      2. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
      3. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under Section 6; or (2) violation of the other's intellectual property rights.
    9. Software.
      1. Additional Software for use with the Online Services To enable optimal access and use of certain Online Services, you may install and use certain Software in connection with your use of the Online Service. The number of copies of the Software you will be permitted to use or the number of devices on which you will be permitted to use the Software will be as described in the Online Services Terms in the product-specific license terms for the Online Service. We may check the version of the Software you are using and recommend or download updates, with or without notice, to your devices. Failure to install updates may affect your ability to use certain functions of the Online Service. You must uninstall the Software when your right to use it ends. We may also disable it at that time. Your rights to access Software on any device do not give you any right to implement Wragby patents or other Wragby intellectual property in software or devices that access that device.
      2. License confirmations Proof of your Software license is (1) this agreement, (2) any order confirmation, and (3) proof of payment.
      3. License rights are not related to the fulfillment of Software media Your acquisition of Software media or access to a network source does not affect your license to Software obtained under this agreement. We license Software to you; we do not sell it.
      4. Transferring and assigning licenses. License transfers are not permitted.
    10. Governing Law and Dispute Resolution
      This Agreement shall be construed in accordance with and shall be governed by the laws of Nigeria without regard to conflict of laws principles. Except as otherwise provided herein, any dispute or controversy arising under or in connection with this Agreement shall be finally settled pursuant to the provisions of Arbitration and Conciliation Act, Cap A18, Laws of the Federal Republic of Nigeria, 2004 (the “Act”) by a sole arbitrator to be agreed upon by both Parties. To the extent that the Parties are unable to agree on a sole arbitrator, an arbitrator shall be appointed by the Chartered Institute of Arbitrators (Nigeria Branch), in accordance with the Act without regard to any additional or longer waiting period set forth in the Act. A final determination of the number of arbitrators to decide the dispute shall be made in accordance with the Act. The place and seat or location of arbitration shall be Lagos, Nigeria, and the procedural law applicable to the arbitration proceedings shall be the laws of Nigeria. The arbitration shall be conducted in English.
    11. Miscellaneous.
      1. Notices. a. Notices. You must send notices by mail, return receipt requested, to the address below. Notices should be sent to:
        Wragby Business Solutions & technologies Limited
        Plot 21A Olubunmi Rotimi Street of Abike Suleiman Street,
        Lekki Phase I, Lagos, Nigeria