Terms of use

1. About Wiply (Informational)

Wiply is a B2B SaaS platform operated by WIPLY M.E E-COMMERCE LTD ("Wiply," "we," "us," or "our") that offers a gamified marketing platform for brands to engage users through interactive experiences ("Platform"). The specific features, limits, and support level included in your subscription are described in the applicable Order Form and Documentation, and the Platform is provided as a hosted service (not a custom development engagement).

2. Agreement to Terms; Scope

These Terms are a legally binding agreement between you (the individual accepting these Terms or the business/entity you represent) ("you" or "Customer") and Wiply, governing your access to and use of wiply.com, platform.wiply.co, and the Platform.

By accessing or using the Platform, creating an account, or clicking "I Agree" (or similar), you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (incorporated by reference). If you accept on behalf of a company or other legal entity, you represent that you have authority to bind it, and "you" or "Customer" refers to that entity. If you do not agree, do not use the Platform.

Certain services or features may be subject to additional terms, including those set out in an Order Form or Service Agreement. These Terms, together with any Order Form, signed subscription agreement, and the Privacy Policy, constitute the entire agreement regarding the Platform. In the event of a conflict, a signed Order Form or subscription agreement controls to the extent of the conflict, unless it expressly states otherwise.

By using the Platform, you also agree to comply with all applicable laws and to accept notices regarding updates to these Terms, including via the email address associated with your account.

You represent and warrant that you are not located in, organized under the laws of, or resident of any country or territory subject to comprehensive sanctions administered by the State of Israel, the United States (including OFAC), or the European Union, and that you are not a party identified on any government prohibited or restricted party list. You agree not to access or use the Platform in violation of any such export control or sanctions laws.

3. Account Access and Registration

You may view limited public pages without an account. To access and use Platform features, you (and your authorized users) must register for an account ("Account") and provide the information we reasonably request for onboarding, authentication, administration, billing, and support (as described in the Privacy Policy).

Access is controlled through login credentials. You are responsible for maintaining the confidentiality of your credentials, for all activity under your Account, and for ensuring only authorized personnel access the Platform on your behalf. If enabled, your organization may configure SSO and designate Admins to manage users, permissions, and security settings; you are fully responsible for the acts and omissions of your Admins, and all Admin actions are deemed authorized by you.

You are responsible for maintaining appropriate internal security controls, including role-based access management, timely revocation of access for departing personnel, and secure storage of credentials.

You must keep Account information accurate and up to date and may not misrepresent your identity or affiliation. You may not sell, rent, transfer, or share Account credentials or permit access by anyone other than authorized users, except as expressly permitted in your subscription or with our prior written consent.

You must notify us promptly of any unauthorized access or suspected security incident and take reasonable steps to secure your Account. You may update details through account settings or by contacting support@wiply.com. You may request Account closure by contacting support, subject to any surviving contractual obligations (e.g., payment obligations and record retention).

We may suspend or terminate an Account, without liability, if we reasonably believe it is being used in violation of these Terms, to impersonate any person or entity, to commit fraud, or to compromise Platform security or availability.

We may also require additional verification information at any time to confirm account ownership or authority, and we may suspend access until such information is provided and verified.

4. Your Use of the Platform

You may use the Platform and its content solely for your internal business purposes in accordance with your subscription and these Terms. You may not:

• copy, reproduce, sublicense, sell, resell, or otherwise make the Platform or content available to any third party, except as expressly permitted under your subscription;
• reverse engineer, decompile, disassemble, or attempt to extract the source code or underlying algorithms of the Platform or any content;
• use the Platform or Content for any unlawful, misleading, or fraudulent purpose, or in any way that could harm the operation, security, or reputation of Wiply;
• modify, create derivative works from, or remove any proprietary notices from the content or any part of the Platform;
• access or attempt to access any part of the Platform, its servers, systems, or networks without authorization or beyond the scope of permitted access;
• introduce viruses, malware, or other harmful code into the Platform or its infrastructure;
• impose an unreasonable load on the Platform's infrastructure, abuse API rate limits, or interfere with availability or performance for other users;
• infringe or misappropriate Wiply's or any third party's intellectual property or proprietary rights;
• use the Platform in violation of any applicable third-party terms, including those of integration partners or distribution channels;
• access or use the Platform to build a similar or competitive product or service, or to develop, train, or improve any competing product, service, or AI model; or
• benchmark the Platform's performance or functionality for competitive purposes.

5. Promotions, Games, and Awards Compliance

To the extent that the Platform enables Customers to design, publish, host, or operate interactive games, challenges, promotions, campaigns, and related rewards, benefits, discounts, coupons, or other incentives (each, a "Promotion"), Customers agree to the following terms:

Customer is solely responsible for ensuring each Promotion (and all related advertising, disclosures, eligibility criteria, mechanics, and fulfillment) complies with all applicable laws and codes, including rules relating to contests/sweepstakes, "no purchase necessary" or alternative means of entry requirements, registration/bonding, geographic restrictions ("void where prohibited"), taxation and reporting, and consumer protection/advertising rules;

Customer agrees that Wiply does not sponsor, administer, or endorse any Customer Promotion unless expressly agreed in writing. Wiply provides the Platform merely as a technical tool to enable Customer's campaigns. Customer acknowledges that Wiply provides no legal advice regarding the legality of any specific game mechanics, prize structures, probability settings, or promotional methods in any specific jurisdiction; and

Customer will not use the Platform to offer or facilitate gambling, wagering, betting, or any activity that would constitute an illegal lottery (including any Promotion involving prize, chance, and consideration) and will configure Promotions so outcomes are predominantly determined by skill where represented as such.

No Relationship with End Users. Customer acknowledges and agrees that: (i) Wiply is not a party to any relationship, transaction, or agreement between Customer and its end users or entrants in any Promotion; (ii) Customer is solely responsible for all support, disputes, and inquiries regarding its Promotions; and (iii) Wiply has no obligation to intervene in any dispute between Customer and an end user. Customer represents that its own terms of use and privacy policy with end users are sufficient to bind such users and disclaim liability for third-party service providers like Wiply to the extent permitted by law.

Wiply reserves the right to immediately suspend, remove, or modify any Promotion that Wiply, in its sole discretion, believes may violate applicable law, these Terms, or Wiply's guidelines, or that may expose Wiply to liability or reputational harm, without prior notice and without liability to Customer.

Without limiting your indemnification obligations under Section 19, Customer shall defend, indemnify, and hold Wiply harmless from any claim, investigation, penalty, or regulatory action arising from a Promotion, including prize fulfillment disputes, consumer complaints, or alleged violations of gambling, sweepstakes, advertising, or consumer protection laws.

6. Accessibility Compliance

Customer is solely responsible for ensuring that any Customer-facing experiences deployed using the Platform (including embedded games, landing pages, reward flows, and related content) comply with applicable accessibility requirements (including, as applicable, ADA and WCAG/EAA requirements). Wiply is not responsible for noncompliance to the extent caused by Customer content, Customer configurations, Customer branding requirements, the environment in which Customer embeds or deploys the experience, or Customer modifications.

7. Children (Age-Appropriate Use)

The Platform is offered to Customers for business use and is not intended to be directed to children under 18 (or such higher age as required by applicable law). Customer will not knowingly use the Platform to target Promotions to children or to collect personal information from children in a manner that triggers parental consent or other children's privacy obligations, unless Customer has implemented compliant age-gating, notices, and consent mechanisms and has obtained all required consents and authorizations.

Without derogating from the above-mentioned, Customer will promptly notify Wiply if it becomes aware that a Promotion or Customer experience deployed using the Platform is child-directed or is collecting personal information from children in a manner that may trigger additional legal obligations.

8. Artificial Intelligence and Automated Interactions

AI Disclosure and Consent. Wiply may use artificial intelligence, machine learning, and other automated processing technologies in connection with the Platform, including for in-product guidance, customer support, content generation, search, analytics, recommendations, moderation, and fraud or security detection. When interacting with support or other Platform features, you may be communicating with an automated system rather than a human representative. By using the Platform, you acknowledge and consent to such automated interactions.

No Accuracy Guarantee. AI-generated or AI-assisted outputs may be inaccurate, incomplete, outdated, or misleading. All such outputs are provided on an "as-is" basis for informational and assistive purposes only, without warranty of any kind, express or implied, including as to accuracy, completeness, reliability, or fitness for a particular purpose. You are solely responsible for independently verifying any AI-generated information before relying on it, including campaign configurations, performance data, eligibility rules, pricing, or any other matter that may affect your business. To the maximum extent permitted by applicable law, Wiply disclaims all liability for any loss, damage, or claim arising from your reliance on AI-generated or AI-assisted content.

Monitoring and Data. To operate, maintain, secure, and improve the Platform and to comply with legal obligations, we may record, store, and analyze interactions with automated systems, including chat conversations, queries, and feedback. Our collection and use of personal data in this connection is described in the Privacy Policy.

Prohibited AI Uses. You may not use any AI or automated features of the Platform to:

• generate, request, or distribute harmful, unlawful, defamatory, or otherwise objectionable content;
• manipulate, circumvent, or disable any AI safety controls or content filters;
• extract, scrape, reverse-engineer, or attempt to recreate any underlying models, algorithms, or training data;
• impersonate any person or entity or misrepresent your identity;
• probe for security vulnerabilities or conduct unauthorized testing;
• use bots, scripts, or other automated means to interact with AI features at scale without our prior written consent; or
• violate any applicable law or regulation.

We may suspend or terminate your access to AI features or to the Platform immediately if you engage in any prohibited use, without prior notice and without liability or obligation to provide refunds or service credits.

Changes to AI Features. We may modify, update, suspend, or discontinue any AI feature at any time without prior notice and without liability for any such modification or discontinuation.

AI Output Issue Resolution. If you believe an AI-generated output is materially incorrect or causes a meaningful business impact, please notify us promptly with relevant context (e.g., prompt, output, date). We will review and respond within a reasonable time. If we confirm an issue attributable to our systems, our sole remedy is to re-run, correct, or adjust the configuration and/or provide reasonable support; we may (but are not required to) issue service credits, in our sole discretion. Refunds are not provided for AI outputs.

9. Subscription, Billing, and Payment

Subscription Plans. Access to the Platform is offered on a subscription basis under the plan selected at registration or as subsequently modified in writing ("Subscription Plan"). Each Subscription Plan specifies applicable fees, billing cycle (monthly or annual), feature scope, and usage limits.

Billing Cycle. Fees are charged in advance at the beginning of each billing cycle. All fees are quoted and payable in the currency stated on the applicable invoice or checkout page and are exclusive of VAT and other applicable taxes, which shall be added as required by law.

Payment Method. You shall provide and maintain a valid payment method. Overdue payments shall bear interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid in full. Wiply reserves the right to suspend access if payment is not received within seven (7) calendar days of the due date.

Payment Authorization. You authorize Wiply (and its third-party payment processors) to charge your designated payment method for all fees due under your Subscription Plan, including renewals, upgrades, and applicable taxes. You agree to update your payment information promptly to keep your account current.

Service Activation. Upon receipt of your order and confirmation of payment, your Account will be provisioned automatically. You will receive an invoice and Account credentials by email, typically within minutes of payment. Full access to selected plan features will be activated within six (6) hours of payment. For any activation issues, contact support@wiply.com. Activation timelines are estimates and not guaranteed service-level commitments unless expressly stated in a signed Service Level Agreement (SLA).

Free Trials. Wiply may, at its sole discretion, offer a free trial period. Unless you affirmatively upgrade to a paid Subscription Plan before the trial expires, access to paid features terminates automatically. No payment method is required to begin a free trial unless expressly stated otherwise. If a payment method is collected, you will not be charged until the trial period ends and only if you have not cancelled prior to that date.

10. Cancellation, Renewals, and Refunds

Cancellation by Customer. You may cancel a Subscription Plan at any time through account settings or by written notice to contact@wiply.com. Cancellation takes effect at the end of the then-current billing cycle; access continues until that date.

Cancellation by Wiply. Wiply may cancel or suspend a Subscription Plan: (i) for convenience, upon thirty (30) days' prior written notice (in which case Wiply will refund any prepaid fees covering the remainder of the subscription term); or (ii) immediately upon written notice if you: (a) breach these Terms and fail to cure within fourteen (14) days of written notice; (b) fail to pay any fees when due; or (c) become subject to insolvency or similar proceedings.

Auto-Renewal. Subscription Plans renew automatically at the end of each billing cycle for a successive period of the same duration, at the then-current rate, unless you cancel before the renewal date. You are responsible for cancelling prior to the renewal date to avoid future charges. Wiply is not obligated to provide reminders of upcoming renewals unless required by applicable law.

Price Changes. Wiply will provide at least thirty (30) days' prior written notice of any fee increase. Continued use after the new rate takes effect constitutes acceptance. If you do not accept the new rate, you may cancel as described above.

Refunds — General Rule. All fees are non-refundable once charged, except as expressly stated in these Terms or as required by applicable law.

Annual Prepaid Plans. If you have prepaid for an annual plan and cancel prior to the end of the annual term, no monetary refund will be issued. At Wiply's sole discretion, a pro-rata service credit may be applied toward a future subscription or alternative plan. Any such service credit, if granted, must be used within twelve (12) months of issuance and has no cash value.

Billing Errors. You must notify Wiply in writing within thirty (30) days of the charge date if you believe a charge is incorrect. Verified billing errors will be corrected promptly by refund or credit, at Wiply's election.

Service-Level Credits. Any credits for service failures are governed solely by the service-level terms (if any) set out in the applicable Subscription Plan or Order Form.

11. Effect of Termination

Upon expiration or termination of a Subscription Plan for any reason: (a) all licenses and access rights granted to you under these Terms terminate immediately; (b) your data will be retained in accordance with the Data Retention section of the Privacy Policy; and (c) any outstanding fees become immediately due and payable.

Notwithstanding the foregoing, upon termination, Wiply may permanently delete Customer Content in accordance with the Privacy Policy and standard data retention schedules, unless a longer retention period is required by law or agreed in writing. It is your responsibility to export any required data prior to the effective date of termination.

Sections of these Terms that by their nature should survive termination — including intellectual property, limitation of liability, indemnification, and governing law — shall survive.

12. Privacy

Your access to and use of the Platform is subject to our Privacy Policy, which describes how we collect, use, store, and protect personal data in connection with the Platform. The Privacy Policy is incorporated into these Terms by reference. If you do not agree to the Privacy Policy, do not use the Platform.

For purposes of applicable data protection and privacy laws, including the GDPR, Israel's Protection of Privacy Law, 5741-1981 and its regulations, and applicable United States federal and state privacy laws, except as provided below regarding End User Data, Wiply processes personal data collected through (or in connection with) the Platform in its capacity as a data controller (or equivalent role under applicable law), as described in the Privacy Policy and, where applicable, any data processing addendum or other written agreement between the parties.

However, with respect to any personal data of end-users or game participants processed on Customer's behalf ("End User Data"), Wiply acts solely as a data processor (or service provider). Customer shall be the controller of End User Data, and Wiply shall process such data only in accordance with Customer's instructions and Wiply's DPA.

13. Intellectual Property; Wiply Materials

Wiply IP. The Platform, Documentation, templates, dashboards, APIs, software, features, and any content or materials made available by Wiply (including text, graphics, designs, interface elements, compilations, and look and feel) and all related intellectual property rights (collectively, "Wiply IP") are owned by or licensed to Wiply and protected by applicable intellectual property laws and international conventions. The Wiply IP, including (without limitation) all technology, software, source code, object code, game engines, algorithms, trade secrets, mechanics, logic, templates, frameworks, infrastructure, and related know-how, is and shall remain the exclusive property of Wiply (or its licensors). Accordingly, all right, title, and interest in and to the Wiply IP, and to any and all improvements, enhancements, modifications, or derivative works to the Wiply IP, shall vest exclusively with Wiply (or its licensors).

The license granted hereunder to you is limited to your use of the Platform, and nothing in these Terms shall be construed as granting any license to Wiply's IP, including to any source code, object code (except as embedded in the hosted service), or underlying technology except for the limited right to access and use the Platform as expressly permitted hereunder or under any license terms separately agreed with Wiply.

Limited License. Subject to your compliance with these Terms and your Subscription, Wiply grants you a limited, revocable, non-exclusive, non-transferable right during the subscription term to access and use the Platform solely for your internal business purposes. No other rights, title, or interest in any Wiply IP are granted; all rights not expressly granted are reserved.

Restrictions. You agree not to challenge, contest, or interfere with Wiply's ownership of or rights in the Wiply IP, and you will not remove, obscure, or alter any copyright, trademark, or other proprietary notices. If you become aware of any actual or suspected infringement or unauthorized use of Wiply IP, you agree to notify Wiply promptly.

Trademarks. "Wiply," Wiply's name, logos, and related product and service names, designs, and slogans are trademarks and/or trade names of Wiply ("Wiply Trademarks"), whether or not registered. All other marks appearing on the Platform are property of their respective owners and used for identification only. Nothing in these Terms grants you any right in the Wiply Trademarks or any third-party trademarks. You may not use, copy, reproduce, display, distribute, or exploit any such marks without the prior written consent of the applicable owner, and you agree not to assert ownership of or challenge the validity of the Wiply Trademarks.

14. Customer Content; Feedback

Ownership. You retain ownership of any data, materials, text, images, creative assets, prompts, configurations, feedback, or other content you (or authorized users) submit, upload, or transmit through the Platform ("Customer Content") as between you and Wiply.

License to Wiply. You grant Wiply a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, and display Customer Content solely as necessary to provide, secure, maintain, and support the Platform, including to prevent or address technical issues, security risks, or abuse, and to perform analytics in aggregated and/or de-identified form where reasonably possible.

Feedback. If you provide feedback, suggestions, or ideas regarding the Platform ("Feedback"), you hereby assign to Wiply all right, title, and interest in and to such Feedback and you waive any moral rights you may have in such Feedback. To the extent such assignment is not effective under applicable law, you grant Wiply a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use and exploit such Feedback for any purpose, without obligation to you.

Marketing Use. Wiply may include you in customer lists and reference your use of the Platform for marketing purposes, including by displaying your name, logo, and marks on Wiply's website and in other promotional materials. You may opt out of such use at any time by notifying Wiply in writing at marketing@wiply.com. Wiply will remove or update such references within thirty (30) days of receiving your written request.

15. Third-Party Tools and Services

The Platform may interoperate with or rely on third-party tools and services (e.g., analytics, payment processing, hosting, communications, integrations, customer support). Third-party tools are provided by their respective providers, and Wiply is not responsible for their terms, policies, or performance. Your use of any third-party tools may be subject to separate terms between you and the applicable provider.

16. Platform Availability and Changes

Availability. The Platform and its features may be unavailable, interrupted, or limited from time to time due to scheduled or unscheduled maintenance, updates, technical issues, network or system failures, third-party service or infrastructure disruptions, or other factors beyond Wiply's reasonable control. Wiply does not guarantee that the Platform will be available at all times, uninterrupted, secure, or error-free, or that access will be free from delays, failures, or unauthorized access.

Changes. Wiply reserves the right, in its sole discretion and at any time, to modify, update, enhance, suspend, deprecate, replace, or discontinue the Platform, any Content, or any features, functionality, integrations, or tools, in whole or in part, temporarily or permanently, with or without notice. Where a change materially reduces the core functionality included in your then-current Subscription Plan, Wiply will use commercially reasonable efforts to notify you in advance. Wiply shall have no liability for any modification, suspension, or discontinuation of the Platform, except as otherwise expressly stated in your Subscription or Order.

17. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Platform, the Content, and all related materials, features, and tools are provided on an "as is" and "as available" basis, without warranties of any kind. Your access to and use of the Platform is at your own risk.

Wiply disclaims all warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or quiet enjoyment. Wiply does not warrant that the Platform will be uninterrupted, timely, secure, accurate, complete, error-free, or free of viruses or harmful components, or that any defects will be corrected. Wiply does not warrant or assume responsibility for any third-party tools, services, integrations, content, or platforms that interoperate with or are accessible through the Platform.

To the extent the Platform includes AI-powered or automated features (including content generation, optimization suggestions, or analytics), outputs are provided for informational and assistive purposes only. Wiply does not warrant the accuracy, completeness, or suitability of any AI-generated output, and you are solely responsible for reviewing, validating, and approving any such output before use.

Wiply does not guarantee that use of the Platform will result in any specific marketing performance, user engagement level, revenue increase, or other business outcome. You assume sole responsibility for the results obtained from the use of the Platform and for conclusions drawn from such use.

Some jurisdictions do not allow the exclusion or limitation of certain warranties; in such cases, the disclaimers apply to the maximum extent permitted by applicable law.

18. Limitation of Liability

Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, Wiply (including its affiliates, officers, directors, employees, and representatives) shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages—including loss of profits, revenue, business, goodwill, or data, cost of procurement of substitute services, or business interruption—arising out of or relating to the Platform or these Terms, regardless of legal theory, even if advised of the possibility of such damages. Without limiting the foregoing, Wiply shall not be liable for damages arising from: (a) reliance on AI-generated outputs; (b) unauthorized access to or alteration of your data; (c) Platform interruptions or downtime; (d) actions or omissions of third-party providers; (e) failure to maintain account credential security; or (f) reliance on general informational materials.

Liability Cap. To the extent Wiply is found liable, its total aggregate liability shall not exceed the greater of: (a) the total fees actually paid by you to Wiply during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) $1000 USD (or the equivalent in local currency). The limitations in this section apply regardless of the theory of liability, whether based in contract, tort (including negligence), warranty, or otherwise.

Mandatory Legal Carve-Out. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for personal injury caused by negligence, fraud, or willful misconduct, or any mandatory statutory rights.

Time Limitation on Claims. Any claim arising out of or relating to the Platform or these Terms must be brought within one (1) year from the date the claim arose, unless such limitation is unenforceable under applicable law.

19. Indemnification

You agree to defend, indemnify, and hold harmless Wiply and its affiliates (and their respective officers, directors, employees, and representatives) from and against any claims, demands, damages, losses, liabilities, costs, fines, penalties and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform, including misuse or unauthorized use; (b) your violation of these Terms or applicable law including, without limitation, any compliance obligations that you may have, whether or not described in these Terms; (c) Customer Content that infringes or misappropriates any third-party rights; (d) your use of any Platform output (including AI-generated content) in violation of applicable law or third-party rights; (e) any third-party or end-user claim arising from campaigns, content, or experiences you create or distribute using the Platform; or (f) any investigation or enforcement action by a regulatory authority arising from your Promotions or use of the Platform.

Wiply may, at its option, assume exclusive defense and control of any indemnified matter; you agree to cooperate fully. You may not settle any such matter without Wiply's prior written consent (not to be unreasonably withheld). This obligation survives termination.

20. Amendments

Wiply may update these Terms from time to time. For material changes, Wiply will use reasonable efforts to provide at least fourteen (14) days' prior notice via the Platform, email, or in-service notification. All other changes become effective as of the "Last Updated" date above. Continued use after the effective date constitutes acceptance. Changes required to comply with applicable law may take effect immediately. If you do not agree to updated Terms, you must stop using the Platform.

21. Miscellaneous

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Exclusive Jurisdiction. The courts located in Tel Aviv–Yafo, Israel shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms. Each party irrevocably submits to such jurisdiction and waives any objection based on improper venue or forum non conveniens. Either party may seek interim or injunctive relief in any court of competent jurisdiction to prevent misuse, breach of confidentiality, IP infringement, or security-related harm.

Class Action Waiver. Where permitted under applicable law, you and Wiply agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative action.

Assignment. You may not assign these Terms without Wiply's prior written consent. Wiply may assign without restriction (including in connection with a merger, acquisition, or sale of assets). Any prohibited assignment is void.

Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible (or severed), and the remaining provisions remain in full force and effect.

Waiver. No failure or delay in enforcement constitutes a waiver. Any waiver must be in writing and signed by the waiving party, applying only to the specific instance for which it is given.

Entire Agreement; Order of Precedence. These Terms (together with any Order Form, Subscription Agreement, Data Processing Agreement, and referenced policies including the Privacy Policy) constitute the entire agreement and supersede all prior understandings. In the event of conflict among the foregoing documents, the order of precedence shall be: (a) a signed Master Service Agreement or Subscription Agreement; (b) the applicable Order Form; (c) a Data Processing Agreement; (d) these Terms; and (e) the Privacy Policy, in each case, to the extent of the conflict. For the avoidance of doubt, where a Customer has entered into a separately negotiated Master Service Agreement with Wiply, the terms of that agreement shall prevail over these Terms to the extent of any inconsistency.

Notices. Notices must be in writing and are deemed given upon: (i) delivery by hand, (ii) confirmed email transmission to the relevant account email or Wiply's designated legal notice address, or (iii) delivery by recognized overnight courier. Wiply may also provide operational notices via the Platform. You are responsible for keeping account contact details current.

Force Majeure. Except for payment obligations, neither party is liable for delay or failure to perform due to events beyond its reasonable control (including internet/telecom outages, third-party hosting failures, cyberattacks, labor disputes, war, terrorism, acts of government, or natural disasters), provided it uses commercially reasonable efforts to mitigate.

Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship. Neither party may bind the other.

Third-Party Beneficiaries. Except as expressly stated, there are no third-party beneficiaries to these Terms.

Headings; Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".