These terms of service, together with any order form, (together, “Agreement”) govern your use of Wripl services and any Wripl websites (together, the “Service(s)”). This Agreement is entered into by and between Wripl Limited (“Wripl”, “We”, “Us”, “Our”) an Irish company and you, the customer. Where there is a contradiction or conflict between the Agreement and any order form, the terms of the order form shall apply.
We reserve the right to change or modify any of this Agreement at any time, in our sole discretion. Any updated Agreement will apply thirty (30) days after posting. Your continued use of any part of the website or services following this thirty (30) day period will constitute your acceptance of such changes or modifications. This contract comes into force on the date you sign up online or visit our site.
YOU UNDERSTAND THAT BY USING THE SITE WWW.WRIPL.COM, THE SERVICES OR YOUR WRIPL ACCOUNT, OR BY CLICKING “CREATE ACCOUNT”, “I ACCEPT” OR “SIGN UP” TO INDICATE YOUR AGREEMENT TO THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU SHOULD STOP ACCESSING THIS SITE AND MAY NOT ACCESS OR USE THE SERVICES. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND THAT YOUR AGREEMENT WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, CUSTOMER, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS.
The Service provides you and your authorized users with access to dashboards, charts, and analytics of information regarding your website visitors’ engagement and trends. We grant you a non-exclusive, non-transferable right to access the Service for the duration of the Agreement.
Access to the Service is limited to those authorized users, including employees and contractors, who have been provided access by you as permitted under this Agreement.
If we discover that any authorized user is sharing their login details or passwords without our permission, we may terminate this Agreement immediately and you will pay us for the use of the Service by each additional person we find to be using the Service.
You are responsible for all of your activities in connection with your, and your authorized users, use of the Service. You shall (i) provide Wripl with all necessary timely co- operation and access in relation to this Agreement; (ii) comply with all applicable laws and regulations with respect to your activities under this Agreement including data protection laws; (iii) be responsible for any breach by you and/or authorized users and hold Wripl harmless for your acts or omissions as well as those of authorized users; (iv) obtain and maintain all necessary licenses, consents, and permissions necessary for Wripl, its contractors and agents to perform their obligations under this Agreement; (v) ensure that your network and systems comply with any specifications provided by Wripl and be solely responsible for procuring and maintaining your own network connections, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your own network connections. You shall not, except as may be allowed by any applicable law which is incapable of exclusion, and except to the extent expressly permitted under this Agreement: i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; iii) access all or any part of the Service in order to build a product or service which competes with the Service; iv) use the Service to provide services to third parties; v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the authorized users, vi) attempt to obtain, or assist third parties in obtaining access to the Service, other than as provided in the Agreement. You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Service and, in the event of any such unauthorized access or use, promptly notify Wripl. We reserve the right to suspend or disable your access to the Service or remove any content from the Services at any time, if we are concerned that you may have breached the provisions of this clause (or any aspect of this Agreement).
Whether fees are payable by you (“Fees”) will depend on whether you have signed up for a free or a paid plan. The Fees for the Services will be specified on the website when you sign up to the applicable plan (or otherwise as agreed by us). We reserve the right to change our pricing and to institute new charges at any time, upon notice to you, which may be sent by email or posted on our website.
If we have not received payment of Fees within 7 days after the due date, and without prejudice to any of our other rights and remedies, we may, without liability to you, suspend or temporarily disable all or part of your access to the Service and we shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and interest shall accrue on such due amounts at an annual rate equal to three percent (3%) over the then current base lending rate of Wripl’s bankers in Ireland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgement.
All Fees payable by you are non-cancellable and non-refundable and are exclusive of value added tax, which shall be added to your invoice(s) at the appropriate rate.
You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services (including intellectual property in data models and training data created in the provision of the Service). Except as expressly stated herein, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Service (or any modifications thereof).
You agree that we may use feedback that you provide to us in any way, including in future enhancements and modifications to the Service. You grant to us a perpetual, worldwide, irrevocable, royalty free license to use, reproduce, modify, create derivative works of, distribute, and display the feedback for any purpose. You also grant us a royalty-free, non-exclusive, irrevocable, right and license to use any information you submit to us for the purposes of i) providing the Services to you; ii) analyzing and improving the Service; and iii) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for our own business purposes. This information will be in aggregate statistical form only.
We may use your name, logo and related trade marks in any of our publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that you use the Service and you grant us such rights as our necessary to use your name, logo and related trade marks for this purpose.
We may use your name, logo and related trade marks in any of our publicity or The Service, including the ideas and concepts contained therein and the documentation accompanying the Service, constitutes our confidential information. You shall not disclose the details of the Service, or portions thereof, to any third party. This section shall survive termination of this Agreement until and to the extent that such information becomes publicly available. If we have signed a non-disclosure agreement, the terms of such agreement shall also apply to your use of the Service, to the extent that such terms do not conflict with this Agreement.
Disclaimer of Warranties. THE SERVICE PROVIDED BY WRIPL IS PROVIDED ON AN “AS IS” BASIS AND WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. ALL IMPLIED WARRANTIES, INCLUDING THOSE OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED BY EACH PARTY.
Internet Delays. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WRIPL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WRIPL MAKES NO WARRANTY IN RESPECT OF THIRD-PARTY PROVIDED HOSTING SERVICES AND ANY THIRD PARTY PROVIDER SOFTWARE AND SERVICES.
Wripl and its licensors shall not be responsible or liable for (i) the use, deletion, correction, destruction, damage, loss or failure to store any data, (ii) any unauthorized access to, or alteration of, transmissions or data, or any material, information or data sent or received, regardless of whether the data is actually received by Wripl, or (iii) any failure by you to abide by this Agreement.
TO THE FULLEST EXTENT PERMITTED BY LAW, WRIPL HEREBY EXCLUDES ALL LIABILITY IN CONNECTION WITH ANY THIRD PARTY SERVICES (INCLUDING HOSTING SERVICES), SITES OR ANY CONTENT RECOMMENDED AS A RESULT OF YOUR USE OF THE SERVICE, OR OTHERWISE PROVIDED TO YOU THROUGH THE SERVICE.
IN NO EVENT WILL WRIPL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LAW EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICES HEREUNDER DURING THE 6-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE CAUSE OF ACTION AROSE.
IN NO EVENT WILL WRIPL, OR ITS LICENSORS, HAVE ANY LIABILITY TO YOU FOR I) ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER OR NOT WRIPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE II) FOR ANY MATTER BEYOND WRIPL’S REASONABLE CONTROL.
You will indemnify and hold Wripl, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
Access to the Service is on a month-to-month basis, unless otherwise agreed on our website, in any applicable order form or statement of work. Unless otherwise agreed between the parties in writing, either party may cancel the Service at any time by providing written notice to the other party. Such termination shall be effective as of the end of the contract month. If you are on a trial or free plan, then Wripl may terminate this Agreement immediately on no notice, without liability.
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement immediately without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and, if such a breach is remediable, fails to remedy that breach within 10 days of that party being notified in writing of the breach; or (b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
On termination of this Agreement for any reason: (a) all licenses and access granted under this Agreement shall immediately terminate; (b) you shall return and make no further use of any Wripl property, documentation and other items (and all copies of them); (c) Wripl may destroy or otherwise dispose of any of the your data in our possession; and (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
Neither party shall in any circumstances be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service, hosting provider or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Wripl's sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six (6) months, the party not affected may terminate this agreement by giving one calendar month written notice to the other party.
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
You will not, without the prior written consent of Wripl, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Wripl may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Any notice required to be given under this Agreement shall be given by email to firstname.lastname@example.org. Email shall not be deemed sufficient for notices of breach or an indemnifiable claim, which must be sent by registered or certified mail, return receipt requested, postage prepaid, to Wripl at its registered address, copying email@example.com.
This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of Ireland. The parties irrevocably agree that the courts of Ireland have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Date of Last Revision: September 14, 2015