Table of contents
- FREE TRIALS, ORDERS, FEES, PAYMENT AND FREE CUSTOMER ACCOUNTS
- TERM AND TERMINATION
- Customer Content AND CUSTOMER ACCOUNT
- WARRANTIES AND WARRANTY DISCLAIMER
- LIMITATION OF LIABILITY
- ADDITIONAL TERMS
THIS IS A LEGAL AGREEMENT BETWEEN CUSTOMER AND WRIKE. BY ACCESSING AND/OR USING THE SERVICES, CUSTOMER IS AGREEING, ON BEHALF OF AN INDIVIDUAL AND/OR A LEGAL ENTITY, TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
As used in the Agreement, the following defined terms shall apply:
1.1. Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities or equity interests.
1.2. Agreement means these Terms of Service and any other documents incorporated herein by reference.
1.3. Customer means the legal entity or individual that has ordered any Services from Wrike.
1.4. Customer Account means an account for Customer that is required to access and utilize the applicable Services.
1.5. Customer Content means any data uploaded to Customer’s Account for storage or data in Customer’s computing environment to which Wrike is provided access in order to perform Services.
1.6. Fees means all Wrike fees and charges applicable to the Services.
1.7. Logs means records of Services, including, but not limited to, data and information on performance, stability, usage, security, support, and technical information about devices, systems, related software, services or peripherals associated with Customer’s use of Services.
1.8. Open Source Software means third party software distributed by Wrike under an open source licensing model (e.g., the GNU General Public License, BSD or a license similar to those approved by the Open Source Initiative).
1.9. Order means any initial or subsequent ordering document, auto-renewal (if applicable and you have not provided notice of non-renewal), and/or online request for access to the Services submitted to Wrike, a Wrike authorized reseller, and/or through Wrike product websites.
1.10. PHI means personal health information covered by US HIPAA regulations. PHI may be uploaded as Customer Content only into a Service designated by Wrike as suitable for PHI.
1.11. Services means the generally available Wrike software-as-a-service offerings inclusive of any services delivered through any unified, hosted Wrike service delivery platform, including any on-premises components (e.g., client software, tools), and Updates, all as further described in the Service Descriptions, as well as technical support services. Wrike may update the Services with Updates at any time in its sole discretion. Services are of an electronic nature delivered to you remotely via a technology infrastructure and with minimal or no human intervention.
1.12. Service Descriptions means the overview and other terms applicable to the Services, as amended from time to time, as found in the Service documentation.
1.13. Taxes means all applicable transactional taxes on Services (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), and tariffs and/or duties) imposed by any government entity or collecting agency based on the Services.
1.14. Updates means any corrections, bug fixes, features or functions added to or removed from the Services, but shall not include any new Service(s) not generally included with the Services purchased.
1.15. User means an individual that is authorized by Customer to access the Services through Customer’s assignment of a single user ID. Users can be a Regular Users, External Users, or Collaborators, which are further defined at https://help.wrike.com/hc/en-us, and may include Customer’s or Customer’s Affiliates’ employees, representatives, and agents. Customer shall purchase a subscription to the Service for each Regular or External User. Collaborators are limited pursuant to the applicable Service license model.
1.16. Wrike means Wrike, Inc. in the USA, a Delaware Corporation.
1.17. Wrike Marks means any name, logo, or mark belonging to Wrike or its Affiliates.
2.1. Right to Use Service for Business. Subject to these terms, Wrike, with the assistance of Wrike third-party service providers, will provide Services set forth in any Order that Wrike has accepted for Customer’s use, in accordance with the Agreement and purchased Service entitlement under the applicable license model. Customer acknowledges that Services are not intended for use by consumers and are only for business and professional purposes as expressly granted in this Agreement. Wrike hereby grants Customer a limited, personal, non-exclusive, non-transferable worldwide license to use the Services up to the number of subscriptions purchased. Technical support for the Services is provided as set forth at https://learn.wrike.com/support-packages/. Updates to the Services are managed by Wrike and included in the Fees. Customer shall use the then current version of the Services, including any Updates, as made available by Wrike. To the extent that Affiliates use the Services, Customer warrants that it has the authority to bind those Affiliates and will be liable to Wrike in the event any Affiliate fails to comply with this Agreement. Customer may purchase Wrike consulting services in support of Services. With respect to Wrike consulting services, all intellectual property rights in all deliverables, pre-existing works and derivative works of such pre-existing works, as well as developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the consulting services are and shall remain the sole and absolute property of Wrike, subject to a worldwide, non-exclusive license to you for internal use.
2.2. Limitations on Use. Except to the extent permitted by applicable law, Customer agrees not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Wrike technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Wrike networks, security systems, Customer Accounts, or Services of Wrike or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means; (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise unlawful; (iv) market, offer to sell, and/or resell the Services (but the Services may be used by Customer in support of Customer’s proprietary service offering(s)); (v) if the Customer is a Wrike competitor for the relevant Services, use the Services directly or indirectly for competitive benchmarking or other competitive analysis, unless permitted under applicable law; and (vi) upload any PHI to a Service not designated by Wrike as suitable for PHI.
2.3. Violations of Limitations on Use. If Customer becomes aware or receives notice from Wrike that any Customer Content or any User’s access to or use of Customer Content violates Section 2.2, Customer must take immediate action to remove the applicable part of the Customer Content or to suspend the User’s access to the Services, as applicable. Wrike may ask Customer to remediate, and if Customer fails to comply with such request, Wrike may suspend the Services pursuant to Section 8.8.
2.4. Proprietary Rights. Except for the limited use rights expressly granted herein, Customer has no right, title or interest in or to the Services or Wrike Marks or any intellectual property rights related thereto.
2.5. Open Source Software. Notwithstanding anything set forth in this Agreement, your use of Open Source Software shall in all ways be exclusively governed by the open source license(s) indicated as applicable to the code in the Service documentation.
3. FREE TRIALS, ORDERS, FEES, PAYMENT AND FREE CUSTOMER ACCOUNTS
New Wrike Customers are eligible to participate in a free trial. The free trial starts when a Customer creates a Customer Account and ends upon the later of (i) 15 days from the free trial start date, or (ii) the date agreed upon by Wrike in its sole discretion. During the free trial, certain Services and features may not be available. At any time during the free trial, a Customer may convert its free trial Customer Account into a paid Customer Account subscription by clicking the “Subscription” button within the Wrike console. Customer’s continued use of the Services after upgrading to a paid Customer Account is subject to its ongoing compliance with this Agreement and any free trial terms and conditions shall no longer apply. Following the conclusion of the free trial, Customer may upgrade to a paid Customer Account subscription. If Customer purchased a Professional, Business, Wrike for Marketers, Pinnacle or Enterprise version of the Services Customer will have access to the Collaborators license. At all times, the number of Collaborators should be limited to the greater of 20 Users or 15% of the number of actual paid license Users licenses for the applicable term. Wrike will begin billing and Customer agrees to pay Fees corresponding to Customer subscription plan, plus any applicable tax, at the end of Customer’s free trial, unless Customer cancels prior to the end of the free trial. Customer can view the specific details of its subscription plan by checking the "Account Management - Subscription" page, available after logging into the Service. Customer will not receive a notice from Wrike that the free trial has ended or that the paying subscription has begun. Customer’s subscription will automatically renew for successive terms. Wrike will bill and Customer agrees to pay Fees, plus any applicable tax, without prior notice, unless and until Customer cancels its subscription, or Wrike terminates it. Customer must cancel its subscription before it renews in order to avoid billing of the next term's Fees. Fees may include Service level changes as requested by Customer. Fees will be billed at the beginning of the subscription and on each renewal thereafter, unless and until Customer timely cancels its subscription. Wrike will automatically bill Customer each billing period on the calendar day corresponding to the commencement of its subscription. Except and to the extent required by applicable law (including, without limitation, Australia law), all purchases are final with no right to a refund or credit, including no refunds or credits for partially used periods, or where Customer has elected to downgrade Service levels or otherwise remove any paid component or feature. If Customer elects to upgrade its Service level or otherwise add any paid component or feature, Wrike will pro-rate the amount due based on the number of days remaining in Customer’s billing cycle; provided, however, that any such proration shall be based on Customer’s Service level or paid components or features in existence immediately prior to Customer’s election to upgrade or add paid components or features. If Customer changes its Service level (downgrade it), Customer may cause the loss of Customer Content or features for its Customer Account. Wrike does not accept any liability for such loss. Customer may cancel its subscription to the Service at any time, and cancellation will be effective immediately. Except and to the extent required by applicable law (including, without limitation, Australia law), WRIKE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIODS OR ANY FEATURE OF COMPONENT THAT CUSTOMER HAS PAID FOR BUT NOT USED. In connection with the purchase and/or use of the Service, Customer may be subject to taxes, including, without limitation, sales and use taxes, by any authority which has jurisdiction to impose such taxes. Customer agrees that the obligation and payment of any such taxes shall be its sole and absolute responsibility, and Customer agrees, that unless otherwise required by applicable law, to indemnify Wrike to the extent that Wrike incurs any obligations or other liabilities in connection with such taxes. In the event that Customer makes any payment via wire transfer, all associated outgoing and incoming bank fees (including, without limitation, Customer’s bank fees and Wrike’s bank fees) (collectively, the “Bank Fees”) shall be Customer’s responsibility and shall be recoverable by Wrike from Customer. Customer may include such Bank Fees at the time of the payment to Wrike. However, if such Bank Fees are not included, then Wrike shall be entitled to full reimbursement of such Bank Fees from Customer within 60 days of any applicable wire transfer initiated by Customer. Wrike may change the Fees in effect or add new Fees from time to time. Furthermore, notwithstanding any other provision contained herein (but subject to any applicable law), at the time of any renewal of Customer’s subscription, Customer agrees that Wrike may increase the recurring Fees up to the greater of (i) the then list price as publicly marketed on Wrike’s website, or (ii) 5%. Wrike may, in its sole discretion, offer a grace period in which Customer’s Fees will not increase for a certain period of time. If Customer does not accept the increase or addition to the existing Fees, Customer may elect to terminate its Customer Account during the then-current billing period and Customer shall not be liable for such Fee increase after the applicable billing period; however, any later renewal of Service will be subject to the increased Fee structure. If Customer’s credit or debit card reaches its expiration date, its continued use of the Service constitutes its authorization for Wrike to continue billing Customer, and Customer remains responsible for any uncollected amounts. Customer agrees that after termination or expiration of a paid subscription, its Customer Account will be converted to a free Customer Account (if available for the particular subscription).
4. TERM AND TERMINATION
Wrike may, without prior notice, immediately terminate Customer’s Account and access to the Service. Such termination may be made in Wrike's sole and absolute discretion, with or without cause. Further, Customer agrees that all terminations for cause shall be made in Wrike's sole and absolute discretion and that Wrike shall not be liable to Customer or any third party for any termination of Customer’s Account, or access to the Service.
5. Customer Content AND CUSTOMER ACCOUNT
5.1 Customer Content. Customer retains all rights to any and all of its Customer Content, subject to a non-exclusive, worldwide, royalty-free, license to Wrike as necessary to provide the Services hereunder. Each party shall apply reasonable technical, organizational and administrative security measures, as appropriate relative to the Services, to keep Customer Content protected in accordance with industry standards, including those identified in Section 8.7 for Wrike. Service interaction with Customer Content varies depending on the nature of the Service. If Wrike reasonably believes a problem with the Services may be attributable to Customer Content or use of the Services, Customer shall cooperate with Wrike to identify the source of and to resolve the problem. Customer shall comply with all intellectual property laws and obligations related to the Customer Content, as well as all legal duties applicable to Customer by virtue of using the Services, including providing all required information and notices and obtaining all required consents. This Agreement states Wrike’s exclusive obligations with respect to care of Customer Content. Wrike will delete Customer Content and Customer Account after a free account has been inactive for 180 days. Customer must download Customer Content, if desired, prior to deletion by Wrike as stated herein.
5.2. Customer Account. Customer is solely responsible for (i) the configuration of Customer’s Account; (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services; (iii) ensuring all Users exit or log off from the Services at the end of each session in accordance with Customer’s session policy; (iv) maintaining the confidentiality of Customer’s Account, User id’s, conference codes, passwords and/or personal identification numbers used in conjunction with the Services, including not sharing login information among Users; and (v) all uses of the Services that occur using Customer’s password or Account. Customer will notify Wrike immediately of any unauthorized use of its Account or any other breach of security. Ownership of Customer’s Account is directly linked to the individual or entity that completes the registration process for the Account. Customer acknowledges that Wrike will rely on the information provided for issues arising with the Customer Account.
5.3. Customer Account Access/Instructions. The Customer Account owner, and any authorized User, will have access to information in the Customer Account. Wrike will not provide access to any other User at any time. Customer agrees that Wrike may rely on instructions given by the Customer Account owner either through the Account dashboard or via email from the address on file for the Customer Account owner. Customer agrees not to request access to or information about an account that is not owned by the Customer. In the event of a dispute regarding Customer Account data, Wrike will only release information to another party other than the Customer Account owner pursuant to a court order or other notarized waiver and release as determined by Wrike.
6. WARRANTIES AND WARRANTY DISCLAIMER
6.1. WRIKE WARRANTS THAT THE SERVICES WILL MATERIALLY CONFORM TO THE SERVICE DESCRIPTIONS. WRIKE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT WRIKE’S SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES OR TO TERMINATE THE NON-CONFORMING SERVICES, AND PROVIDE A PRORATED REFUND OF ANY UNUSED PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE, AND RELIEF FROM ANY SUBSEQUENT ANNUAL PAYMENTS DUE, WITH RESPECT TO SUCH SERVICE. WRIKE SHALL PROVIDE CONSULTING SERVICES, IF PURCHASED, IN A PROFESSIONAL AND WORKMANLIKE MANNER. WRIKE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY IS RE-PERFORMANCE OF THE CONSULTING SERVICES, OR IF RE-PERFORMANCE IS NOT POSSIBLE, OR CONFORMING, THEN WRIKE SHALL PROVIDE A REFUND THE AMOUNT PAID FOR THE NON-CONFORMING CONSULTING SERVICES.
6.2. THE FOREGOING LIMITED WARRANTY DOES NOT COVER PROBLEMS ARISING BY ACCIDENT, ABUSE OR USE IN A MANNER INCONSISTENT WITH THIS AGREEMENT OR RESULTING FROM EVENTS BEYOND WRIKE’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, UNAVAILABILITY OF OR OPERATION IN COMBINATION WITH A THIRD PARTY NETWORK OR SYSTEM, HARDWARE, SOFTWARE, SERVICE OR DATA. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WRIKE AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND ANY CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, OR LACK OF VIRUSES, BUGS OR ERRORS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY IF CUSTOMER IS LOCATED IN SUCH A JURISDICTION.
6.3 Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. Notwithstanding any other provision of this Agreement and to the extent permitted by applicable law, Wrike’s liability arising from or in relation to a claim under or a breach of any warranty or statutory guarantee that cannot be excluded will be limited, at Wrike’s option: (i) to the supplying of the Services again; or (ii) the payment of the cost of having the Services supplied again.
7. LIMITATION OF LIABILITY
EXCEPT FOR (a) CUSTOMER’S INDEMNIFICATION OBLIGATIONS, AND (b) A BREACH BY CUSTOMER OF SECTION 2 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSSES, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; and (v) UNAVAILABILITY (EXCLUDING CREDITS DUE FOR ANY SERVICE LEVEL AGREEMENT OBLIGATION) OR NON-PERFORMANCE OF ANY OR ALL OF THE SERVICES, IN EACH CASE, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR (a) CUSTOMER’S INDEMNIFICATION OBLIGATIONS, AND (b) A BREACH BY CUSTOMER OF SECTION 2 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE AFFILIATES, LICENSORS AND SERVICE PROVIDERS ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY, OR IN THE CASE OF WRIKE CONSULTING SERVICES, THE AMOUNTS PAID FOR THE APPLICABLE CONSULTING SERVICE. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER. THE SERVICE DESCRIPTIONS MAY CONTAIN ADDITIONAL LIMITATIONS OF LIABILITY RELATED TO INDIVIDUAL SERVICES.
8. ADDITIONAL TERMS
8.1. U.S. Government End-Users. If Customer is a U.S. Government agency, Customer hereby acknowledges and agrees that the software being accessed through Services, as well as any software that is downloaded by any User in connection with the Service, constitutes “Commercial Computer Software” as defined in Section 2.101 of the Federal Acquisition Regulation (“FAR”), 48 CFR 2.101. Therefore, in accordance with Section 12.212 of the FAR (48 CFR 12.212), and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement (“DFARS”) (48 CFR 227.7202-1 and 227.7202-3), the use, duplication, and disclosure of the software and related Documentation by the U.S. Government or any of its agencies is governed by, and is subject to, all of the terms, conditions, restrictions, and limitations set forth in this Agreement. If, for any reason, FAR 12.212 or DFARS 227.7202-1 or 227.7202-3 or these license terms are deemed not applicable, Customer hereby acknowledges that the Government’s right to use, duplicate, or disclose the software and related Documentation are “Restricted Rights” as defined in 48 CFR Section 52.227-14(a) (May 2014) or DFARS 252.227-7014(a)(15) (Feb 2014), as applicable. Manufacturer is Wrike, Inc., 9171 Towne Center Drive, Suite 200, San Diego, CA 92122.
8.2. Free Trials and Free Customer Accounts. WRIKE PROVIDES FREE TRIALS AND FREE CUSTOMER ACCOUNTS “AS IS” AND WITHOUT WARRANTY. These terms supersede any conflicting terms and conditions in this Agreement.
8.3. Beta, Tech Preview or Labs Services. The Services do not include Beta, Tech Preview or Labs Services. Customer acknowledges that ANY Beta, Tech Preview or Labs Services are offered “as-is” FOR INTERNAL DEMONSTRATION, TEST OR EVALUATION PURPOSES AND without warranty. Such Services may contain bugs, errors and other defects. Wrike does not make any representations, promises or guarantees that such Services will be publicly announced or made generally available. Wrike has no obligation to provide technical support or continued availability, and such Services can be suspended or terminated at any time by Wrike in its sole discretion with or without notice to Customer.
8.4. Third Party Products, Services or Content. A Service may contain features or functions that enable interoperation with third party products, services or content. Wrike may also provide access to third party products, services or content directly within the Services. Third party products, services or content, and customer content in third party services, are not part of the Services and are not warranted or supported by Wrike. Your use of such third party products, services or content is subject to the terms of the third party provider.
8.5. Copyright. Wrike reserves the right to delete or disable any allegedly infringing content, to require that Customer terminate the accounts of Users who are repeat infringers, and to forward the information in the copyright-infringement notice to the User who allegedly provided the infringing content.
8.6. Consent to Use Logs. Wrike and its service providers may collect and use Logs for purposes of facilitating the Services, including securing, managing, measuring and improving the Services. Logs may be used for purposes not specified in this Section only in an aggregated, anonymized form.
8.7. Security and Privacy. When providing SaaS Services, Wrike will (i) implement and maintain the administrative, organizational, and technical security controls as set forth in the Wrike Information Security Addendum available at https://learn.wrike.com/enterprise-winfosec/, and (ii) process personal data on Customer’s behalf as set forth in the Wrike Data Processing Addendum available at https://www.wrike.com/legal/trust-center/. The Wrike Information Security Addendum and the Wrike Data Processing Addendum are both incorporated herein by reference.
8.8. Suspension of Service. Wrike reserves the right to suspend Customer’s access to a Service if it determines, in its sole discretion, that (i) payment for the Services is not received within 30 days from the date on which payment is due; (ii) Customer’s or its Users’ use of the Services are in breach of this Agreement; (iii) Customer failed to timely address Wrike’s request to take action pursuant to Section 2.3; (iv) Customer’s use of the Services poses a security or other risk to the Services or to other users of the Services; or (v) suspension is required pursuant to a subpoena, court order or other legal process. Wrike agrees to notify Customer of any such suspension. Customer will remain responsible for all Fees incurred before or during any suspension. Wrike reserves the right, in its discretion, to impose reasonable Fees to restore archived data upon Customer request from delinquent accounts.
8.9. High-Risk Use. Customer acknowledges that the Services are not designed or intended for access and/or use in or with high-risk activities.
8.10. Voice and Data Charges; Customer Connectivity. Customer is responsible for all fees and charges imposed by Customer’s telephone carriers, wireless providers, and other voice and/or data transmission providers arising out of access to and use of the Services. If Customer’s broadband connection and/or telephone service fails, or Customer experiences a power or other failure or interruption, the Services may also cease to function for reasons outside of Wrike’s control.
8.11. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without Wrike’s prior written consent, except that Customer may assign this Agreement in whole to an Affiliate, or a successor in interest as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Customer shall provide notice to Wrike upon completion of any permitted assignment. Any attempted assignment in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each party’s successors or permitted assigns.
8.12. Export Restriction and Compliance with Laws. Customer acknowledges that the Services are subject to U.S., foreign, and international export controls and economic sanctions laws and regulations and agrees to comply with all such applicable laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (“EAR”) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Customer also specifically agrees not to, directly or indirectly, allow access to or use of the Services in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under U.S. law without authorization from the U.S. government. Both parties also agree to comply with all other laws, rules and regulations applicable to that party under this Agreement.
8.13. Audit. To the extent permitted by applicable law, you agree to allow Wrike to audit your compliance with this Agreement.
8.14. Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. A copy of all legal notices from Customer to Wrike must also be sent to [email protected] Wrike may provide Customer with non-legal notices through in-product messaging or dashboards, which shall likewise be deemed effective immediately.
8.15. Entire Agreement; Order of Precedence. The Agreement sets forth the entire agreement and understanding of the parties relating to the Services and Customer Content and supersedes all prior and contemporaneous oral and written agreements. For any conflict between these terms and any supplementary BAA terms related to PHI, this Agreement shall control. For any conflict between these terms and the Service Descriptions related to a specific Service, these terms shall control. Nothing contained in any Order or other document submitted by Customer shall in any way add to or otherwise modify the Agreement or any Wrike license program terms under which an Order is submitted. The terms of this Agreement may be updated by Wrike from time to time without notice (but will be identified by the last updated date) and may be reviewed anytime at https://www.wrike.com/terms/. Customer’s continued access to and use of the Services constitutes acceptance of the then-current terms.
8.16. General Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. The provisions of Sections 1 (Definitions), 2.2 (Limitations on Use), 2.4 (Proprietary Rights), 3 (Free Trials, Orders, Fees, and Payments), 5 (Customer Content and Customer Account), 7 (Limitation of Liability), 8.14 (Notices), 8.16 (General Terms), and 8.17 (Choice of Law and Location for Resolving Disputes) shall survive any termination of the Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the parties. Wrike may subcontract responsibilities under this Agreement, but remains responsible for its breach of this Agreement by the acts or omissions of Wrike or its subcontractors. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. Wrike authorized resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on Wrike. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by such party. Wrike failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement is agreed to through purchase (including automatic renewals) and/or use of the Services. Neither party will be responsible or have any liability for any delay or failure to perform its non-monetary obligations hereunder to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt written notice (when possible) of the failure to perform due to Force Majeure and use its reasonable efforts to limit the resulting delay in its performance.
8.17. Choice of Law and Location for Resolving Disputes. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act. You consent to the exclusive personal jurisdiction and venue in the State and Federal courts within San Diego County, California, U.S.A.