Wumpix Terms of Service

Effective date: 14 July 2026 Brand: Wumpix Platform: Vividor Website: https://wumpix.com Canonical URL: https://wumpix.com/legal/terms

This Agreement is between Customer and Wumpix.

“Customer” means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. “Wumpix,” “we,” “us,” or “our” means the commercial brand and the operator of the Wumpix Services at https://wumpix.com, including the product platform also known as “Vividor.” A separate registered legal entity for these Services has not been formed yet. Legal notices are valid when sent to legal@wumpix.com (privacy requests: privacy@wumpix.com). When a legal entity is later incorporated (jurisdiction to be determined), these documents will be updated with the entity’s legal name, registration details, and registered address. These documents do not represent that Wumpix is currently an LLC, limited company, or other registered corporate entity. References to the Services include both the Wumpix commercial brand and the Vividor platform and modules.

If you (the person accepting this Agreement) are accepting on behalf of your employer or another entity, you represent that: (i) you have full legal authority to bind that entity; and (ii) you accept this Agreement on behalf of that entity. If you accept using an email address from your employer or another entity, you are deemed to represent that entity, and “Customer” refers to that entity.

By clicking “Agree” (or a similar button or checkbox), creating an account, placing an Order, downloading software components we provide, or accessing or using the Services, you confirm that you are bound by this Agreement. If you do not wish to be bound, do not click “Agree,” create an account, place an Order, or use the Services.

1. Overview

1.1 This Agreement applies to Customer’s Orders for the Services and related Support. The Services are cloud software-as-a-service products for business lead generation, outreach, dialogue and campaign operations, analytics, orchestration, and related modules.

1.2 This Agreement consists of:

(a) these Terms of Service; (b) the Acceptable Use Policy at https://wumpix.com/legal/aup (the “AUP”); (c) the Data Processing Addendum at https://wumpix.com/legal/dpa (the “DPA”); (d) the Privacy Policy at https://wumpix.com/legal/privacy (the “Privacy Policy”); (e) any Product-Specific Terms Wumpix publishes for particular modules or features; and (f) each Order.

1.3 In the event of a conflict among the documents making up this Agreement, the order of precedence is: (1) the Order (as to that Order only); (2) the DPA (as to Personal Data processing); (3) Product-Specific Terms (as to their subject matter); (4) these Terms of Service; (5) the AUP; (6) the Privacy Policy; then (7) other materials incorporated by reference, unless a lower-priority document expressly states otherwise.

2. Use of the Services

2.1 Permitted Use

Subject to this Agreement and during the applicable Subscription Term, Wumpix grants Customer a non-exclusive, worldwide right to access and use the Services and related Support for Customer’s and its Affiliates’ internal business purposes, in accordance with the Documentation and subject to Customer’s Scope of Use as specified in the Order and any Product-Specific Terms.

2.2 Restrictions

Except to the extent expressly permitted by this Agreement, Customer must not (and must not permit anyone else to):

(a) rent, lease, sell, distribute, or sublicense the Services, or (except for Affiliates) include them in a service bureau or outsourcing offering sold as a substitute for Wumpix; (b) provide access to the Services to a third party other than to Users; (c) charge its customers a specific fee solely for use of the Services, provided Customer may charge an overall fee for Customer’s own offerings of which the Services are ancillary; (d) use the Services to develop a similar or competing product or service; (e) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs of the Services, except to the limited extent Law prohibits this restriction; (f) modify or create derivative works of the Services; (g) interfere with or circumvent usage limits, rate limits, security controls, or Scope of Use restrictions; (h) remove, obscure, or modify any proprietary notices or attributions in the Services; or (i) violate the AUP or applicable Law.

2.3 DPA

The DPA applies to Customer’s use of the Services and Support and forms part of this Agreement whenever Customer Data includes Personal Data.

2.4 Benchmarking

Customer may conduct benchmarks or comparative assessments of the Services (each, an “Assessment”). If Customer publicly discloses the results of an Assessment, the disclosure must include information necessary to replicate the Assessment. Customer must not publicly disclose the results of any Assessment of Free or Beta Products.

3. Users

3.1 Responsibility

Customer may authorize Users to access and use the Services in accordance with the Documentation and Customer’s Scope of Use. Customer is responsible for its Users’ compliance with this Agreement and for all activities under Customer’s accounts, including Orders they place, third-party products they enable, and how Users access and use Customer Data.

3.2 Login Credentials

Customer must ensure that each User keeps login credentials confidential and must promptly notify Wumpix at security@wumpix.com if it becomes aware of any unauthorized access to User credentials or unauthorized use of the Services.

3.3 Domain and Workspace Control

Where a Service requires Customer to specify a domain, workspace, brand, or organization identity, Customer’s administrators may manage Users and accounts associated with that identity. Wumpix may rely on instructions from Customer’s administrators.

3.4 Age Requirements

The Services are not intended for use by anyone under the age of eighteen (18). Customer is responsible for ensuring that all Users are at least eighteen (18) years old.

4. Cloud Services and Customer Data

4.1 Customer Data

“Customer Data” means any data, content, materials, leads, contacts, messages, creative assets, CRM records, configurations, files, or other information provided to Wumpix by or at the direction of Customer or its Users via the Services, including from Third-Party Products. As between the parties, Customer owns all intellectual property and other rights in Customer Data.

4.2 Processing

Wumpix may process Customer Data to provide, secure, maintain, and support the Services, to prevent and investigate abuse, to comply with Law, and as otherwise described in the DPA. For Personal Data in Customer Data, Wumpix acts as processor (or service provider) and Customer acts as controller (or business), except where the Privacy Policy states that Wumpix acts as an independent controller.

4.3 Security Program

Wumpix has implemented and will maintain an information security program that uses appropriate administrative, physical, technical, and organizational measures designed to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure, as described in the DPA (including its Security Measures annex).

4.4 Service Levels

Where a paid plan includes a service level commitment, it will be specified in the Order or Product-Specific Terms. Absent an express written SLA, Wumpix will use commercially reasonable efforts to make the paid Services available.

4.5 Data Retrieval

The Documentation describes how Customer may export or retrieve Customer Data during the Subscription Term. After termination or expiry, retrieval and deletion follow the DPA.

4.6 Removals and Suspension

Wumpix has no obligation to monitor Customer Data. If Wumpix becomes aware that: (a) Customer Data may violate Law, Section 2.2, the AUP, or the rights of others; or (b) Customer’s use of the Services threatens the security, stability, or operation of the Services or other customers, then Wumpix may: (i) limit access to or remove the relevant Customer Data; and/or (ii) suspend Customer’s or any User’s access to the relevant Services. Wumpix may also take such measures where required by Law or at the request of a governmental authority. When practicable and lawful, Wumpix will give Customer an opportunity to remedy the issue before taking such measures.

4.7 AI Features

Cloud Services may include or provide access to artificial intelligence, large-language-model, or automated decision-support features (“AI Features”). AI Features may generate incomplete, inaccurate, or non-unique outputs. Customer remains solely responsible for reviewing outputs before relying on them in Customer’s business, marketing, legal, or operational decisions. Unless an Order or Product-Specific Terms expressly state otherwise, Wumpix does not use Customer Data to train generalized foundation models shared across unrelated customers; processing for AI Features occurs to provide those features to Customer under Customer’s configuration and instructions.

4.8 Third-Party Products

Customer may use the Services with third-party platforms, messengers, CRMs, advertising tools, payment providers, analytics tools, telephony providers, cloud storage, identity providers, and AI providers (“Third-Party Products”). Use of Third-Party Products is subject to the relevant provider’s terms, not this Agreement. Wumpix does not control and has no liability for Third-Party Products. Wumpix does not warrant that the Services will continuously connect or interoperate with any Third-Party Product.

5. Customer Obligations

5.1 Customer must ensure it has made all disclosures and obtained all rights, consents, and lawful bases necessary for Wumpix to process Customer Data as contemplated by this Agreement and the DPA.

5.2 Customer is responsible for determining whether the Services meet Customer’s requirements and any regulatory obligations related to Customer’s intended use (including marketing, spam, privacy, and sectoral rules).

5.3 Unless the parties have entered into a separate written agreement expressly authorizing it, Customer must not upload to the Services, or use the Services to process: protected health information regulated by HIPAA; payment card primary account numbers or CVV data; or special categories of Personal Data beyond what is strictly incidental and necessary for ordinary business contact outreach (see the AUP).

5.4 Customer will comply with the AUP and all Laws applicable to Customer’s content, campaigns, messaging, and use of the Services.

6. Support

Wumpix will provide Support corresponding to Customer’s plan as described in the Order and Documentation. Support depends on Customer providing timely access to information and personnel reasonably requested by Wumpix.

7. Ordering and Delivery

7.1 No Order is binding until Wumpix accepts it, including by sending confirmation, activating access, or providing credentials. No terms of any purchase order or Customer business form will supersede, supplement, or otherwise apply to this Agreement unless Wumpix expressly agrees in a signed writing.

7.2 Wumpix will deliver login instructions or access credentials electronically to Customer’s account promptly after receiving applicable fees (or upon trial activation). Customer is responsible for configuring its account, Users, integrations, and environments.

7.3 Purchases of modules, seats, or capacity are not contingent on the delivery of any future functionality or features.

8. Billing and Payment

8.1 Fees

(a) Direct purchases. Fees and payment terms are specified in Customer’s Order with Wumpix or on the applicable Wumpix pricing page at the time of purchase. (b) Renewals. Unless otherwise specified in an Order, and subject to the Services remaining generally available, a Subscription Term will automatically renew at Wumpix’s then-current rates for: (i) if Customer’s prior Subscription Term was less than twelve (12) months, another Subscription Term of equal length; or (ii) if Customer’s prior Subscription Term was twelve (12) months or more, twelve (12) months. Either party may elect not to renew by giving notice before the end of the current Subscription Term. Customer must provide notice of non-renewal through account settings or by contacting support@wumpix.com. (c) Increased Scope of Use. If Customer exceeds its Scope of Use, Customer must upgrade or pay for the increased Scope of Use at then-current rates, which may be prorated for the remainder of the then-current Subscription Term. (d) Refunds. All fees are non-refundable, except as expressly provided in this Agreement or required by Law. (e) Payment methods. If Customer uses a credit card or similar online payment method, Customer authorizes Wumpix and its payment processors to charge that method for renewals, additional Orders, overages, and unpaid fees. Customer must keep payment method and billing information current. Wumpix may retry failed charges and may suspend access for continued non-payment under Section 8.4. (f) Invoices. If paying by invoice, amounts are due within thirty (30) days of the invoice date unless the Order states otherwise.

8.2 Taxes

Fees are exclusive of sales, use, GST, VAT, withholding, or similar taxes. Other than taxes on Wumpix’s net income, Customer is responsible for such taxes. If Customer is required to withhold tax, Customer must provide valid documentation confirming remittance. If Customer claims a tax exemption, Customer must provide a valid exemption certificate or tax ID at the time of Order.

8.3 Initial return period

Within thirty (30) days of Customer’s initial paid Order for a new Service module not previously subscribed, Customer may terminate that module’s Subscription Term for any reason by written notice to support@wumpix.com. Upon request, Wumpix will refund amounts paid for that module under the initial Order. This return period does not apply to renewals, usage overages, professional services, or Third-Party Products.

8.4 Suspension for non-payment

Wumpix may suspend Customer’s rights to use the Services if payment is overdue, after giving Customer at least ten (10) days’ written notice. Wumpix will not suspend while Customer is disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute.

9. Warranties

9.1 Performance Warranties

Wumpix warrants to Customer that: (a) the paid Services will operate in substantial conformity with the applicable Documentation during the applicable Subscription Term; (b) Wumpix will not materially decrease the overall security of the paid Services during the applicable Subscription Term; and (c) Wumpix will use reasonable efforts designed to ensure that the Services, when and as provided by Wumpix, are free of viruses, malware, or similar malicious code introduced by Wumpix (each, a “Performance Warranty”).

9.2 Performance Warranty Remedy

If Wumpix breaches a Performance Warranty and Customer makes a reasonably detailed warranty claim within thirty (30) days of discovering the issue, Wumpix will use commercially reasonable efforts to correct the non-conformity. If Wumpix determines such remedy to be impracticable, either party may terminate the affected Subscription Term, and Wumpix will refund any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer’s exclusive remedy and Wumpix’s entire liability for breach of a Performance Warranty.

9.3 Exclusions

The warranties in this Section 9 do not apply to: (a) issues caused by Customer’s unauthorized use or modification of the Services; (b) Free or Beta Products; (c) Third-Party Products; or (d) use outside the Documentation or Scope of Use.

9.4 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, THE SERVICES AND SUPPORT ARE PROVIDED “AS IS.” WUMPIX MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WUMPIX DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI FEATURE OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE. WUMPIX IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET, THIRD-PARTY NETWORKS, MESSAGING PLATFORMS, OR OTHER SYSTEMS OUTSIDE WUMPIX’S REASONABLE CONTROL.

10. Term and Termination

10.1 Term

This Agreement commences on the date Customer accepts it and continues until all Subscription Terms have ended.

10.2 Termination for Convenience

Customer may terminate this Agreement or a Subscription Term upon notice for any reason. Subject to Section 8.3, Customer will not be entitled to refunds as a result of exercising rights under this Section 10.2, and any unpaid amounts for the then-current Subscription Terms become due and payable immediately upon such termination.

10.3 Termination for Cause

Either party may terminate this Agreement or a Subscription Term if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under bankruptcy, receivership, or a comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within sixty (60) days. If Customer terminates in accordance with this Section 10.3 due to Wumpix’s uncured material breach, Wumpix will refund any pre-paid, unused fees for the terminated portion of the applicable Subscription Term.

Wumpix may also terminate for cause on thirty (30) days’ notice if Customer’s acts or omissions materially harm Wumpix’s reputation, security posture, or other customers and are not cured within that period (or immediately where cure is not practicable, including severe AUP violations).

10.4 Effect of Termination

Upon expiration or termination of this Agreement or a Subscription Term: (a) Customer’s rights to use the applicable Services will cease; (b) Customer must immediately cease accessing those Services; and (c) Wumpix will delete or make Customer Data available for retrieval in accordance with the DPA and Documentation, subject to Lawful retention.

10.5 Survival

Sections 2.2, 4.3, 5, 8.1, 8.2, 9.4, 10.4, 10.5, 11, 12, 13, 14, 15, 16, 18, 19, and 20 survive expiration or termination.

11. Ownership

Except as expressly specified in this Agreement, neither party grants the other any rights or licenses to its intellectual property. Customer owns Customer Data. Wumpix and its licensors retain all intellectual property and other rights in the Services, software, Documentation, templates, models (excluding Customer Data), dashboards, Wumpix Content, and any modifications or improvements thereto.

“Wumpix Content” means information, data, text, software, graphics, and materials that Wumpix incorporates into the Services, excluding Customer Data.

If Customer provides feedback or suggestions regarding the Services, Wumpix may use that feedback without restriction or obligation.

12. Limitations of Liability

12.1 Damages Waiver

Except for Excluded Claims, to the maximum extent permitted by Law, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, interruption of business, or any indirect, special, incidental, reliance, exemplary, punitive, or consequential damages of any kind, even if informed of their possibility in advance.

12.2 General Liability Cap

Except for Excluded Claims, to the maximum extent permitted by Law, each party’s entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid by Customer to Wumpix for the Services giving rise to the liability during the twelve (12) months preceding the first event out of which the liability arose. Customer’s payment obligations under Section 8 are not limited by this Section 12.2. If Customer uses only Free or Beta Products (and no paid Services), Wumpix’s aggregate liability is limited to one hundred US dollars (USD 100).

12.3 Excluded Claims

“Excluded Claims” means: (a) Customer’s breach of Section 2.2, Section 5, or the AUP; (b) either party’s breach of Section 14 (Confidentiality), but excluding claims relating to Customer Data security (addressed in Section 12.4); (c) amounts payable to third parties under Wumpix’s obligations in Section 13.1; (d) Customer’s indemnification obligations under Section 13.2; and (e) Customer’s payment obligations.

12.4 Special Claims (Customer Data security)

For Special Claims, Wumpix’s aggregate liability under this Agreement will be the lesser of: (a) two times (2×) the amounts paid to Wumpix for the Services giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose; and (b) five hundred thousand US dollars (USD 500,000). “Special Claims” means any unauthorized disclosure of Customer Data caused by a breach by Wumpix of its obligations in Section 4.3.

12.5 Nature of Claims

The exclusions and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy fails of its essential purpose.

13. Indemnification

13.1 Indemnification by Wumpix

Wumpix must: (a) defend Customer from and against any third-party claim alleging that the Services, when used by Customer as authorized by this Agreement, infringe a patent, copyright, or trademark of a third party (an “Infringement Claim”); and (b) indemnify Customer against damages, fines, or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by Wumpix resulting from an Infringement Claim.

Wumpix’s obligations are subject to Customer providing: (a) prompt notice of the Infringement Claim; (b) the exclusive right to control investigation, defense, and settlement; and (c) reasonable cooperation at Wumpix’s expense for reasonable out-of-pocket costs. Customer may participate with its own counsel at its own expense.

Wumpix may not settle an Infringement Claim without Customer’s prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action other than relating to use of the Services.

In response to an actual or potential Infringement Claim, Wumpix may, at its option: (a) procure rights for Customer’s continued use; (b) replace or modify the alleged infringing portion without reducing overall functionality; or (c) terminate the affected Subscription Term and refund pre-paid, unused fees for the terminated portion.

Wumpix’s obligations do not apply to the extent an Infringement Claim arises from: (a) Customer’s modification or unauthorized use; (b) combination with items not provided by Wumpix (including Third-Party Products); (c) Customer Data or Customer Materials; or (d) Free or Beta Products.

This Section 13.1 sets out Customer’s exclusive remedy and Wumpix’s entire liability regarding infringement of third-party intellectual property rights.

13.2 Indemnification by Customer

Customer will indemnify, defend, and hold harmless Wumpix and its Affiliates, officers, directors, employees, and agents from and against any third-party claim to the extent arising out of: (a) Customer Data or Customer Materials; (b) Customer’s or Users’ unauthorized or illegal use of the Services; (c) Customer’s breach of this Agreement or the AUP; (d) Customer’s use of Third-Party Products; or (e) use of the Services by any person using Customer’s User credentials.

Customer’s obligations are subject to Wumpix providing prompt notice, exclusive control of defense and settlement, and reasonable cooperation at Customer’s expense. Customer will not settle any claim that imposes an obligation on Wumpix, requires an admission by Wumpix, or places restrictions on Wumpix without Wumpix’s prior written consent.

14. Confidentiality

14.1 Definition

“Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated as proprietary or confidential; or (b) should reasonably be understood to be proprietary or confidential due to its nature and the circumstances of disclosure. Wumpix’s Confidential Information includes non-public technical and performance information about the Services and Free or Beta Products. Customer’s Confidential Information includes Customer Data.

14.2 Obligations

Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use such Confidential Information to fulfill its obligations and exercise its rights under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, and representatives having a legitimate need to know, provided the receiving party remains responsible for their compliance and they are bound to confidentiality obligations no less protective than this Section 14.

14.3 Exclusions

These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party; (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations; (c) it received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s cost, in any reasonable effort to obtain confidential treatment.

14.4 Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section 14.

15. Free or Beta Products

15.1 Customer may receive access to certain Services or features on a free, trial, alpha, beta, or early-access basis (“Free or Beta Products”). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by Wumpix.

15.2 At any time, Wumpix may terminate or modify Customer’s use of Free or Beta Products, or modify Free or Beta Products themselves, without liability to Customer.

15.3 Free or Beta Products may be inoperable, incomplete, or include errors and bugs, and features may never be generally released.

15.4 Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, Wumpix provides no warranty, indemnity, service level agreement, or Support commitment for Free or Beta Products, and its aggregate liability for Free or Beta Products is limited to USD 100. At the end of a free trial, Customer Data in that trial environment may be deleted if Customer does not convert to a paid subscription.

16. Publicity

Wumpix may identify Customer as a customer of Wumpix in promotional materials and on https://wumpix.com. Wumpix will stop doing so upon Customer’s written request to legal@wumpix.com.

17. Changes to the Services

Wumpix may modify the Services during the Subscription Term, including by adding or removing features, functions, limits, or modules. Any modification will not materially degrade the overall functionality of paid Services during the Current Term, except for: (a) Free or Beta Products; (b) modifications resulting from changes outside Wumpix’s reasonable control (including Law or Third-Party Products); or (c) modifications described in Product-Specific Terms. If a modification materially degrades the overall functionality of paid Services and Wumpix cannot provide substantially similar functionality, Customer’s exclusive remedy is termination of the affected subscription and a pro-rated refund of unused prepaid fees.

18. Changes to this Agreement

18.1 Wumpix may modify this Agreement (including the AUP, Privacy Policy, DPA, and Product-Specific Terms) by posting the modified portion(s) on https://wumpix.com/legal and using commercially reasonable efforts to post material modifications at least thirty (30) days prior to the effective date. Wumpix will provide notice by email or in-product notification for material changes affecting active paid subscriptions.

18.2 For Free or Beta Products, modifications become effective during the then-current term in accordance with Wumpix’s notice.

18.3 For paid subscriptions: (a) except as specified below, modifications take effect at the next Order or renewal unless either party elects not to renew; and (b) Wumpix may specify that modifications become effective during a then-current Subscription Term if required to address compliance with Law or to reflect updates to Service functionality. If Customer objects to a material adverse mid-term modification under (b), Customer may terminate the remainder of the then-current Subscription Term for the affected Services within thirty (30) days of notice, and Wumpix will refund pre-paid fees for the terminated portion.

19. Export and Sanctions

Customer must comply with all applicable export, import, and sanctions Laws in its access to and use of the Services. Customer must not export, re-export, transfer, or disclose the Services: (a) to any embargoed jurisdiction or to a national or resident of such jurisdiction where prohibited; (b) to anyone on a restricted- or denied-party list; or (c) for any restricted end use under applicable export Law.

20. General Terms

20.1 Compliance with Laws

Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.

20.2 Assignment

Customer may not assign or transfer any rights or obligations under this Agreement or an Order without Wumpix’s prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer’s assets or voting securities, provided Customer provides prompt written notice and the assignee agrees in writing to assume all of Customer’s obligations. Any unauthorized assignment is void. Wumpix may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent.

20.3 Governing Law, Jurisdiction, and Venue

(a) If Customer’s principal place of business is in Europe, the Middle East, or Africa, this Agreement is governed by the laws of England and Wales, and the courts of England have exclusive jurisdiction over disputes arising out of or relating to this Agreement. (b) If Customer’s principal place of business is elsewhere, this Agreement is governed by the laws of the State of Delaware, United States, and the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over disputes arising out of or relating to this Agreement. (c) This Agreement is governed by such laws without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party submits to the personal jurisdiction of the applicable courts. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of competent jurisdiction.

20.4 Notices

(a) Notices under this Agreement must be in writing and are deemed given on: (i) personal delivery; (ii) when received by the addressee if sent by a recognized overnight courier with receipt request; (iii) the third business day after mailing; or (iv) the first business day after sending by email, except that email alone is not sufficient for notices alleging an Infringement Claim, alleging breach by Wumpix, or Customer’s termination for cause under Section 10.3 (those notices must be sent by email and one additional method under (i)–(iii)). (b) Notices to Wumpix: legal@wumpix.com, with a copy to support@wumpix.com. (c) Notices to Customer: the billing or administrative email associated with Customer’s account, which Customer may update in the account portal. Wumpix may provide general or operational notices via email, the Website, or through the Services.

20.5 Entire Agreement

This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. Wumpix objects to and rejects any additional or different terms proposed by Customer, including those in purchase orders or supplier portals.

20.6 Interpretation, Waivers, and Severability

Headings are for convenience only. “Including” and similar terms are to be construed without limitation. Waivers must be in writing and signed by the waiving party’s authorized representative. If any provision is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the remainder remains in effect.

20.7 Force Majeure

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party’s fault or negligence, including acts of war, terrorism, sabotage, natural disaster, epidemic, government action, labor dispute, infrastructure or Internet failure not caused by the obligated party, or denial-of-service attacks.

20.8 Subcontractors and Affiliates

Wumpix may use subcontractors or its Affiliates in the performance of its obligations under this Agreement. Wumpix remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable Wumpix to meet its obligations under this Agreement and the DPA.

20.9 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers.

20.10 No Third-Party Beneficiaries

Nothing in this Agreement confers upon any third party any right, benefit, or remedy, except as expressly stated.

20.11 Authority

Each party represents that it has full power and authority to enter into this Agreement and that this Agreement is binding upon it.

20.12 Language

If Customer accepts a published non-English version of this Agreement that expressly states that version is binding, that accepted version controls for that Customer. Otherwise, the English version of this Agreement controls, and any translation is provided for convenience only.

20.13 Limitation period

Except for actions for nonpayment or breach of a party’s intellectual property rights, no action arising out of or relating to this Agreement may be brought more than one (1) year after the cause of action accrued.

20.14 Contract for services

This Agreement is a contract for the provision of services and not for the sale of goods. The UCC, UCITA, and CISG do not apply.

21. Definitions

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Agreement” means these Terms of Service, together with the AUP, DPA, Privacy Policy, Product-Specific Terms, and each Order.

“Current Term” means Customer’s then-current committed Subscription Term (initial or renewal).

“Customer Materials” means materials, content, instructions, credentials, configurations, and other resources that Customer or its Users provide to Wumpix in connection with Support, onboarding, integrations, or configuration of the Services (other than Customer Data already defined above).

“Documentation” means Wumpix’s usage guidelines and standard technical documentation for the applicable Services, available through the Services or at https://wumpix.com.

“Laws” means all applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes, and requirements of any government authority having jurisdiction.

“Order” means Wumpix’s ordering document, online sign-up, checkout, quotation acceptance, or other ordering process that Wumpix enables specifying the Services to be provided, accepted by Wumpix in accordance with Section 7.

“Personal Data” has the meaning given in the DPA.

“Product-Specific Terms” means terms that apply only to certain Services, modules, or features, as published by Wumpix at https://wumpix.com/legal or linked from an Order.

“Scope of Use” means Customer’s entitlements to the Services, which may be based on: (a) number of seats, Users, or workspaces; (b) modules enabled; (c) message, contact, storage, API, or other usage units; (d) environments; or (e) other restrictions or billable units stated in the Order.

“Services” means the Wumpix / Vividor cloud products, applications, APIs, dashboards, and related online features made available by Wumpix in connection with an Order or account, including Support where applicable.

“Subscription Term” means the term for Customer’s use of or access to the Services as identified in an Order (and any renewal).

“Support” means the level of support corresponding to Customer’s plan as described in the Documentation or Order.

“User” means any individual that Customer authorizes to use the Services. Users may include Customer’s and its Affiliates’ employees, consultants, contractors, and agents.

Contact: legal@wumpix.com · support@wumpix.com · https://wumpix.com