WRANGLE TERMS OF SERVICE

 

Last updated: June 2021

 

 

1.             Introduction

 

Thank you for using Wrangle.

 

These Terms of Service are a contract between you and Wranglesoft, Inc. (“Wrangle”, “Wrangle.io”, “company”, “we”, “our”, “us”). By using the Services of Wrangle on the web or on any other applications that give access to Wrangle (e.g. within another platform like Slack or Microsoft Teams), you are bound to agree to the following Terms of Service and the Privacy Policy located at https://www.wrangle.io/legal/privacy-policy (individually or collectively this “Agreement”).

 

The term “Service” as used in these Terms of Service (“Terms”, “Terms of Service”) means the Wrangle Website, web-based service, our service delivered via other applications (Slack, Microsoft Teams, etc), and all related products, services, software, technologies, deliverables and tools provided by Wrangle in connection with the Wrangle service, including consulting and implementation services.

 

If a user violates any of the terms outlined below, we reserve the right to cancel accounts or bar access to accounts without notice. If you do not agree to these terms, do not use our Service.

 

Wrangle reserves the right to update and modify the Terms of Service at any time without notice. Any new features that may be added to the Service, including delivery methods, tools, and resources, shall be subject to the Terms of Service. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications.

 

By accessing, registering for, paying for, or using the Service, or by accepting these Terms through an “I Accept” checkbox or similar method, you agree that you are authorized to accept these terms and conditions on behalf of yourself and/or your company (collectively, “you” or “You”), and that you are bound by the terms of this Agreement for the Service. This Agreement is between You and Wrangle.

 

2.             Orders

You may gain access to the Service through your acceptance of an online Service sign-up page, by adding Wrangle via other applications that give access to Wrangle (e.g. within another platform like Slack or Microsoft Teams), a printed order, or other document or site that references these Terms (each, an “Order”).  An Order may specify applicable pricing and fees, the number of authorized users who may use the Service, how long you are authorized to use the Service, and other terms.  In the event of a conflict between these Terms and the terms of an Order (excluding these Terms), these Terms shall control except only to the extent that the Order identifies the specific provision(s) in these Terms to be varied.

 

3.             Fees and Subscriptions

 

Wrangle reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.

 

You agree to pay the fees for the Service as specified in the applicable Order. All fees, including Subscription fees, are payable in U.S. dollars and are nonrefundable and non-creditable.

 

There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

 

Some parts of Service are billed on a subscription basis (“Subscription(s)”). You will be billed on a recurring and periodic basis (“Billing Cycle”) in accordance with the pricing schedule on our site or in the applicable Order. Billing cycles are set either on a monthly, quarterly, or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. Should you upgrade or downgrade your Subscription, you will be charged your new billing rate immediately.

 

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it, or Wrangle cancels it. You may cancel your Subscription when allowed under the terms of your Order, online via the Wrangle billing portal and/or by contacting the Wrangle customer support team.

 

Service fees are exclusive of all banking fees and all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such fees, taxes, levies, or duties (including any United States income (federal or state) taxes based upon your net income and arising from your use of the Service). In the event you withhold any portion of service fees due to payments to banks or taxing authorities outside the United States, Wrangle reserves the right to adjust the pricing of the Service so that you are responsible for payment to Wrangle of the full amount for the Service, net of any such withholdings.

 

A valid payment method, including credit card, is required to process the payment for paying accounts.

You shall provide Wrangle with accurate and complete billing information and a valid payment method information. By submitting such payment information, you automatically authorize Wrangle to charge all Subscription fees incurred through your account to any such payment instruments. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Subscription; and that (ii) the information you supply to us is true, correct and complete. Free accounts are not required to provide a credit card number.

 

We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

 

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

 

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

 

Should automatic billing fail to occur for any reason, Wrangle will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

 

If you fail to pay according to these Terms, Wrangle may, without prejudice to its other rights and remedies: (1) charge interest on any unpaid amounts on a daily basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law, (2) suspend or terminate your use and/or access to Service, or both (1) and (2). You shall reimburse Wrangle for all reasonable expenses Wrangle incurs in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable attorney’s fees, and court costs. Wrangle may charge a fee for reinstatement of suspended or terminated accounts.

 

4.             Free Plans and Free Trials

Wrangle may, at its sole discretion, offer a Free trial for a limited period of time (“Free Trial”) or a Free Subscription for a certain number of users or specified set of features (“Free Plan”). You may be required to enter your billing information in order to sign up for a Free Trial. If you do enter your billing information when signing up for Free Trial, you will not be charged by Wrangle until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, Wrangle reserves the right to (i) modify Terms of Service of the Free Plan or the Free Trial offer, or (ii) remove the Free Plan or cancel such Free Trial offer.

 

5.             Fee Changes

Wrangle, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions upon 30 days notice. We will notify you by email or within the application you use to access Wrangle (e.g. Slack, Microsoft Teams). Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

 

Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

 

6.             Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.

 

7.             License and Intellectual Property

Subject to the terms and conditions of this Agreement, Wrangle grants to you (and you agree to comply with) a limited, non-sublicensable, non-transferable, non-exclusive, revocable, limited license to access and to use: (i) the Service and (ii) certain proprietary documentation in the form generally made available by Wrangle to you on the Site for use with the Software (the “Documentation”). You may not use the Service for any other purpose, or after the end of the Term. You shall provide, at your own expense, suitable equipment, software, and internet access as necessary to access and use the Service.

 

Your use of the Service shall be restricted pursuant to the terms and conditions of this Agreement. Other than as expressly granted above, no other rights are granted, including without limitation any and all Wrangle patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectable) (“Intellectual Property Rights”). Nothing in this Agreement grants to you any rights whatsoever in or relating to the source code of the Software. All ownership rights, title, and Intellectual Property Rights in and to the Service shall remain in Wrangle and/or its licensors. You agree that Wrangle has the right to change, modify, add to, discontinue or retire any aspect or feature of the Service at any time without any obligation to give you notice of any changes. From time to time, Wrangle may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices.

 

You agree not to remove, conceal, or alter any proprietary rights notices (including copyright and trademark notices) contained within the Service.  You may not (and you may not permit anyone else to) extract, copy, modify, reverse engineer, decompile, or otherwise attempt to access or use the source code of the software underlying or otherwise used to provide the Service or any part thereof.

 

The Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Wrangle.

 

You agree that any breach of your obligations with respect to Wrangle’s and its licensors’ proprietary or intellectual property rights will result in irreparable injury to Wrangle and its licensors for which money damages are inadequate, and you therefore agree that Wrangle and its licensors shall be entitled to seek injunctive relief to address such breach, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.

 

8.             Data

The Service contains proprietary software, know-how, and intellectual property (the “Software”) that allows you to map out, automate, and receive analytics on your processes and workflows on the web and in other applications (e.g. Slack or Microsoft Teams). You shall retain ownership of data, content (text, form data, links, other material), Process Data as described in our Privacy Policy (located at https://www.wrangle.io/legal/privacy-policy) and information that is entered into the Service by you and by Authorized Users, including data and information imported into the Service by you from other systems that you use and associated API information specific to you (“Your Data”).

 

Your Data does not include any rights to the underlying rights to Wrangle’s Software, Service, or Intellectual Property Rights. Wrangle retains all ownership in the Software and Service. Your Data also excludes Operational Data as defined below.

 

You grant to Wrangle a transferable (to Wrangle’s successor), non-exclusive, worldwide license to use Your Data for the purpose of providing the Service. You acknowledge that Your Data will be stored and processed in the United States. You represent and warrant that: (i) you either own Your Data or are otherwise permitted to grant the license set forth in this paragraph; (ii) the use of Your Data on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the use of Your Data in the Service does not result in a breach of contract between you and any third party. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

 

Wrangle retains ownership of Operational Data. “Operational Data” means aggregated and statistical data about its customers’ use of the Service, including without limitation performance information related to the provision, operation or improvement of the Service.

 

9.             Prohibited Uses

You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:

 

a.             In any way that violates any applicable national or international law or regulation.

 

b.             For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.

 

c.             For any phishing, trolling, or similar activities, or to redirect users to other sites or encourage users to visit other sites; or to harvest or collect email addresses or other contact information of other users of the Service by automated or other means;

 

d.             For the purpose of developing, directly or indirectly, a product or service competitive to the Service;

 

e.             To, or to allow others to: adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software

 

f.              Frame or mirror any part of the Service;

 

g.             To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.

 

h.             Provide personally identifiable information of any user used to generate Your Processes

 

i.              To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.

 

j.              In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

 

k.             To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.

 

Additionally, you agree not to:

 

(a)            Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service.

 

(b)            Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.

 

(c)            Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.

 

(d)            Use any device, software, or routine that interferes with the proper working of Service.

 

(e)            Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

 

(f)             Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service.

 

(g)            Attack Service via a denial-of-service attack or a distributed denial-of-service attack.

 

(h)            Take any action that may damage or falsify Company rating.

 

(i)             Otherwise attempt to interfere with the proper working of Service.

 

10.           No Use By Minors

Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.

 

11.           Accounts

When you create an Account with us, whether it be paid or free, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.

 

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You may not authorize others to use your account, and you may not assign or transfer your account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

 

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

 

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

 

Your account may include the right to authorize an agreed number of users employed by your entity to use the Service (“Authorized Users”).  By using the Service via the web or other through other applications (e.g. Slack and Microsoft Teams), Authorized Users are accepting these Terms. Authorized Users include all individuals authorized to use the Service, regardless of whether any such individual is actively using the Service at a particular time. You shall ensure that Authorized Users and any other person that uses the Service through the use of your account comply with these Terms. You shall take all reasonable precautions necessary to safeguard against unauthorized access and use of the Service through your password and account, including ensuring that an Authorized User ceases use of the Service after that Authorized User is no longer associated with your entity.

 

12.           Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

 

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to dmca@wrangle.io, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

 

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

 

13.           DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

 

(a)            an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;

 

(b)            a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;

 

(c)            identification of the URL or other specific location on Service where the material that you claim is infringing is located;

 

(d)            your address, telephone number, and email address;

 

(e)            a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

 

(f)             a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

 

You can contact our Copyright Agent via email at dmca@wrangle.io

 

14.           Error Reporting and Feedback

You may provide us directly at support@wrangle.io or one of our employees with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

 

15.           Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Wrangle. Wrangle has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

 

YOU ACKNOWLEDGE AND AGREE THAT WRANGLE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

 

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD-PARTY WEB SITES OR SERVICES THAT YOU VISIT.

 

16.           Third-Party Services.

The Service may include services or other technology provided by third parties (“Third-Party Services”).  The applicable supplier of any Third-Party Service is an intended third-party beneficiary of these Terms and may enforce these Terms directly against you with respect to such Third-Party Service.  An Order (or activation process) for a Third-Party Service may include or be accompanied by a separate service, license, or other agreement (“Third-Party Agreement”), in which case that Third-Party Service is provided solely under the terms of that separate Third-Party Agreement.

 

If you receive a separate Third-Party Agreement and/or Third-Party Supplier Notice in connection with the Service, you agree to the terms of such Third-Party Agreement and/or Third-Party Supplier Notice. Wrangle is not a party to, and is not liable for breaches of, any Third-Party Agreement.

 

Wrangle assumes no obligation or liability for: (1) the functionality or performance of any Third-Party Service, including their content, accuracy, or reliability, or (2) the acts and omissions (including with respect to privacy practices) of the suppliers of Third-Party Service, or (3) any other issues caused by suppliers of Third-Party Services. You acknowledge that a Third-Party Agreement might give the applicable third-party supplier rights with respect to your data beyond those allowed by these Terms or Wrangle’s Privacy Policy. Wrangle does not guarantee that a third-party supplier will comply with its agreement with Wrangle or its Third-Party Agreement with you, and Wrangle is not required to enforce its agreement with a supplier of Third-Party Service.

 

17.           Confidential Information

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, your Confidential Information includes Your Data, and Wrangle’s Confidential Information includes the Service and associated software and technology, the Software, Documentation, and the Operational Data. Confidential Information of each party also includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed by the Receiving Party.

The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own similar Confidential Information, but in no event less than reasonable car). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose except to exercise a license or perform an obligation under these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

 

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is required by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

 

18.           Disclaimer Of Warranty

THESE SERVICES ARE PROVIDED BY WRANGLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

 

NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

19.           Limitation Of Liability

NEITHER WRANGLE NOR ITS SUPPLIERS OR AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OFFICERS OR REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICE, WRANGLE MATERIALS, OR SERVICE ITEMS INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT,  INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOST PROFITS, LOST DATA, OR LOSS OF REVENUE (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

 

EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES DURING THE SIX (6) MONTHS IMMIATELY PROCEEDING THE EVENT GIVING RISE TO SUCH LIABILITY, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES.

 

20.           INDEMNIFICATION

YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS WRANGLE, ITS AFFLIATES, SUPPLIERS, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, CLAIMS (INCLUDING THIRD-PARTY CLAIMS) AND EXPENSES, INCLUDING ATTORNEY’S FEES, ARISING OUT OF (i) YOUR USE OF THE SERVICE, (ii) DATA OR CONTENT YOU SUBMITTED IN CONNECTION WITH THE SERVICE, and (iii) ANY FRAUD OR MANIPULATION, OR OTHER BREACH OF THIS AGREEMENT, BY YOU. NOTWITHSTANDING THE FOREGOING, WRANGLE RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. This paragraph shall survive any expiration or termination of these Terms.

 

21.           Term and Termination

These Terms and your right to use the Service remain in effect for the time period specified in the applicable Order (the “Initial Term”), unless terminated earlier in accordance with these Terms.

 

Except as otherwise specified in an Order, subscriptions for the Service will automatically renew for additional periods equal in length to the expiring subscription term (each, a “Renewal Term”) unless either party provides notice of non-renewal at least 30 days prior to commencement of the next Renewal Term.  As used herein, “Term” means the Initial Term and all Renewal Terms.

 

You alone are responsible for properly terminating your Account. Any termination of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Your Data in your Account.

 

Upon termination of this Agreement, all licenses and any other rights and services provided by Wrangle to you in this Agreement shall cease immediately. Without limiting the other rights of termination referenced herein, We reserve the right to permanently or temporarily terminate, suspend, or otherwise refuse to permit your use of the Service without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms. Termination of this Agreement, any license granted hereunder, or your access to the Site, shall not limit Us from pursuing other remedies available to Us, including but not limited to injunctive relief.

 

All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

In order to protect the integrity of the Service, Wrangle reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Service.

 

22.           Changes To Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

 

23.           Amendments To Terms

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

 

Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.

           

24.  General

 

1.             Assignment. You may not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, and any attempted assignment by you shall be null and void.

 

2.             Governing Law

 

All matters relating to the Service, these Terms, any Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction).

 

Any legal suit, action or proceeding arising out of or related to these Terms of Use, any Agreement, or the Website shall be instituted exclusively in the federal courts of the United States in North Carolina, or the courts of the State of North Carolina, except that we retain the right to bring any suit, action or proceeding against you for breach of any of the above-listed agreements in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

3.             Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, ANY AGREEMENT OR THE WEBSITE OR OUR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

4.             Waiver And Severability

No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.

 

If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

 

5.             You and Wrangle acknowledge and agree that no partnership, agency, joint venture, or employment relationship is formed between you and Wrangle by your use of the Service, and neither you nor Wrangle have the power or the authority to obligate or bind the other.

 

6.             Headings. Headings are for organizational purposes only and shall in no way affect the interpretation of this Agreement.

 

7.             When the term “including” is used in these Terms, it shall be interpreted to mean “including, without limitation,”, so that the items after the term “including” are understood to be illustrative only and not a complete list.

 

8.             Publicity. You consent to inclusion of your name and trademarks or service marks in customer lists that may be published as part of Wrangle’s marketing and promotional efforts. You also herby agree that you have the authority and permission to such consent.

 

9.             Communications

By creating a free or paid Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing us at support@wrangle.io.

 

10.           Notices. Any notice given under this Agreement shall be in writing and in the English language and shall be e-mailed, if to Wrangle, to support@wrangle.io, or if to you, to the e-mail, in app messaging via applicable application (e.g. Slack or Microsoft Teams), or physical address associated with your account. You hereby consent to receiving any notices relevant to the Services or this Agreement by e-mail or in-app messaging without requiring a handwritten signature for such notice to be effective.

 

11.           Reliance on Information Posted. The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information and any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. In addition, any FAQs or similar documents included in or associated with the Service are for informational purposes only and are not deemed to be part of these Terms.

 

12.           Geographic Restrictions. The owner of the Website is based in the state of North Carolina in the United States. We make no claim that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

13.           Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labor conditions, power failures, failures of Third-Party Service Providers, and Internet disturbances.

 

14.           The Agreement. These Terms of Service, our Privacy Policy located at https://www.wrangle.io/legal/privacy-policy, any applicable Order constitute the sole and entire agreement between you and Wrangle with respect to the Website and our Services, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website or our Services. This Agreement may be revised from time to time at our sole discretion by posting the revised Agreement on the Site or otherwise providing the revised Agreement to you. The revised Agreement shall become effective upon such publication or provision. Your acceptance of any revised Agreement is your continued use of the Service.

 

15.           Acknowledgement

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.

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