Wimi Terms of Use

1. License; support

1.1 Scope of use

Subject to these Terms and payment of all applicable fees, Happy Agents grants Licensee, during the License Period, a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for Licensee's internal business purposes and in accordance with the subscription plan(s) selected on the Wimi website or within the Services (each, a "Subscription Plan"). "License Period" means the period beginning on the date you first subscribe to a Service and ending on the date your subscription is cancelled or these Terms are terminated.

1.2 Restrictions

Licensee will not: (a) copy the Services or related documentation; (b) translate, decompile, disassemble, or reverse engineer, or attempt to derive the source code of, the Services; (c) modify, adapt, translate, or create derivative works of the Services; (d) remove, alter, or obscure any proprietary notices in the Services; (e) assign, sublicense, rent, lease, or otherwise transfer any rights to the Services, except as expressly permitted in writing by Happy Agents; or (f) use the Services to provide outsourcing, service bureau, time-sharing, or similar services to any third party unless permitted under a separate written agreement with Happy Agents.

1.3 Updates; support

Happy Agents may provide updates, new features, changes, or enhancements to the Services (including removing or modifying features) at its discretion. Happy Agents may provide limited customer support during the License Period via email or in-app tools and does not guarantee any particular response time.

1.4 Customer duties

1.4.1 Licensee is responsible for obtaining and maintaining all hardware, software, internet access, and other resources required to use the Services.

1.4.2 Licensee is responsible for all activities that occur under its accounts, whether or not authorized by Licensee.

2. Termination

2.1 Cancellation

Each Subscription Plan automatically renews at the end of the then-current billing period (e.g., monthly or annually) unless cancelled by Licensee before the renewal date using the in-app cancellation tools or by contacting Happy Agents at the email specified in Section 12.3.

2.2 Termination and suspension by Happy Agents

2.2.1 Happy Agents may terminate these Terms and revoke the License, in whole or in part, at any time upon notice if Licensee breaches these Terms or for any other reason in Happy Agents' discretion, to the extent permitted by applicable law.

2.2.2 Happy Agents may suspend access to the Services if it reasonably believes that: (a) Licensee or anyone accessing the Services through Licensee's account is engaging in activities that may harm Happy Agents, its systems, or third-party systems; (b) Licensee's use is fraudulent, illegal, or may create liability for Happy Agents; or (c) Licensee is otherwise violating these Terms.

2.2.3 Upon termination or expiration, Licensee's right to use the Services will cease and Happy Agents will have no further obligations to Licensee, except as required by law. Sections 1.2, 3–12 will survive any termination.

3. Payment and cancellation

3.1 Fees and payment

Unless otherwise agreed in writing, Licensee will be billed in advance in accordance with its Subscription Plan and pricing displayed on the Wimi website or within the Services. Licensee must keep its billing information accurate and current and authorizes Happy Agents' third-party payment processor to charge all applicable fees. Except where prohibited by law or expressly stated otherwise on the Wimi site, all payments are non-refundable.

3.2 Changes to fees

Happy Agents may change its fees at any time, with prior notice via the Services or contact information provided by Licensee, and such changes will apply from the next billing cycle. Continued use of the Services after a fee change constitutes acceptance of the new fees; if Licensee does not agree, its sole remedy is to cancel the affected Subscription Plan.

3.3 Taxes

Fees are exclusive of all taxes, duties, and government charges (collectively, "Taxes"). Licensee is responsible for all Taxes associated with its purchases under these Terms, excluding Taxes based on Happy Agents' net income.

4. Intellectual property rights

4.1 Ownership

As between the parties, Happy Agents owns all rights, title, and interest in and to the Services, including all software, technology, trademarks, and other intellectual property and all improvements, modifications, and derivatives thereof ("Happy Agents IP"). These Terms do not transfer any ownership rights to Licensee.

4.2 Feedback

Licensee may provide feedback, suggestions, or ideas regarding the Services ("Feedback"). Happy Agents may use Feedback without restriction or obligation to Licensee, and Licensee assigns all rights in Feedback to Happy Agents.

4.3 Injunctive relief

Licensee acknowledges that unauthorized use or disclosure of the Services or Happy Agents IP may cause irreparable harm, and Happy Agents will be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, in addition to any other remedies.

5. Privacy and data

5.1 Privacy policy

Information collected in connection with the Services is handled in accordance with Happy Agents' Privacy Policy, as amended from time to time, which is incorporated by reference into these Terms. By using the Services, Licensee consents to such processing, to the extent required by applicable law.

5.2 Data usage

Happy Agents may use and disclose data generated by or derived from Licensee's use of the Services (a) in aggregated and/or anonymized form for analytics, benchmarking, and improvement of its products and services, and (b) as required by applicable law, regulation, or legal process.

6. Licensee representations and warranties

Licensee represents, warrants, and covenants that:

6.1 It has all rights and authority to enter into these Terms and to use the Services;

6.2 It will comply with all applicable laws, regulations, and third-party platform terms (including, as applicable, Google, Meta, and other platforms it connects to Wimi);

6.3 It will not introduce viruses, malware, or other harmful code into the Services or interfere with their operation;

6.4 Any content, data, or materials submitted to or processed through the Services by or on behalf of Licensee will not infringe or misappropriate any third-party rights or violate any law.

7. Disclaimer

LICENSEE USES THE SERVICES AT ITS OWN RISK. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. HAPPY AGENTS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HAPPY AGENTS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL WORK WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR CONFIGURATION.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAPPY AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, HAPPY AGENTS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY LICENSEE FOR THE APPLICABLE SERVICES DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, FOR ANNUAL PLANS, ONE-TWELFTH OF THE ANNUAL FEE FOR THE THEN-CURRENT YEAR).

9. Indemnification

Licensee will indemnify, defend, and hold harmless Happy Agents and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (a) Licensee's use of the Services; (b) Licensee's breach of these Terms; or (c) any content or data submitted to the Services by or on behalf of Licensee.

10. Confidentiality

10.1 Confidential information

"Confidential Information" means all non-public information disclosed by Happy Agents, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, including business, technical, and financial information, product plans, and the Services' design and performance.

10.2 Obligations

Licensee will use Confidential Information only as necessary to use the Services in accordance with these Terms and will not disclose it to any third party, except to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those here. These obligations do not apply to information that Licensee can document: (a) is or becomes public without breach; (b) was lawfully known prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

11. Governing law; dispute resolution

11.1 Governing law

These Terms are governed by and construed in accordance with the laws of Singapore, without regard to conflict of law principles.

11.2 Dispute resolution

Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally will be finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules in force when the Notice of Arbitration is submitted. The tribunal will consist of one arbitrator, the language of the arbitration will be English, and the seat of arbitration will be Singapore. To the extent permitted by law, disputes will be resolved on an individual basis only and not in any class, collective, or representative proceeding.

12. Miscellaneous

12.1 Assignment

Licensee may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without Happy Agents' prior written consent, and any attempted assignment in violation of this section is void. Happy Agents may assign these Terms without Licensee's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.2 Marketing and publicity

Happy Agents may identify Licensee as a customer and use Licensee's name and logo on Happy Agents' website and in marketing materials, subject to any reasonable brand guidelines provided by Licensee.

12.3 Notices

Legal notices to Happy Agents must be sent by email to legal@happyagents.ai or to such other address as Happy Agents designates. Notices to Licensee may be sent to the email or physical address associated with Licensee's account or provided within the Services and will be deemed given when sent.

12.4 Force majeure

Happy Agents will not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, strikes, internet or telecommunications failures, or government actions.

12.5 Entire agreement

These Terms, together with any Subscription Plan details and Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, or representations relating to their subject matter.

12.6 No waiver

Any failure by Happy Agents to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

12.7 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

12.8 Changes to these Terms

Happy Agents may modify these Terms from time to time. Changes will become effective when posted within the Services or on the Wimi website or when we otherwise notify you, and continued use of the Services after the effective date constitutes acceptance of the updated Terms.