WolfPack Central - Master Subscription Agreement
Master Subscription Agreement
Updated: April 4, 2019
The following WolfPack Systems, Inc. Terms of Service (“Terms” or “Agreement”) constitute a legal agreement between you and the entity on whose behalf you are accessing the Service (“Client”) and WolfPack Systems, Inc. (“WolfPack”) relating to WolfPack’s proprietary customer engagement platform (the “Software”) which is made available for Client’s use as provided herein (the “Service”). Client’s use of the Service is subject to the terms and conditions set forth below, so Client should take the time to fully understand how these Terms govern Client’s relationship with WolfPack and Client’s use of the Service. If you have questions regarding the Terms, please contact WolfPack. CLIENT’S RIGHT TO USE THE SERVICE IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CLIENT. IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF CLIENT DOES NOT AGREE WITH ANY PROVISION OF THE TERMS, OR YOU DO NOT HAVE AUTHORITY TO BIND CLIENT, YOU MUST AND MAY NOT ACCESS OR USE THE SERVICE IN ANY MANNER FOR ANY PURPOSE.
WOLFPACK RESERVES THE RIGHT TO MODIFY, ALTER, OR OTHERWISE UPDATE THESE TERMS BY POSTING SUCH CHANGE TO ITS WEBSITE AT LEAST THIRTY DAYS PRIOR TO ITS EFFECTIVE TIME. CLIENT IS ENCOURAGED TO REVIEW THE TERMS FROM TIME TO TIME. YOUR CONTINUED USE OF THE WOLFPACK SERVICES FOLLOWING THE POSTING OF CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF ANY AND ALL POSTED CHANGES.
Services and Licenses
Service and Access Credentials
Client will provide reasonable cooperation, assistance, information and access to WolfPack as may be necessary to initiate Client’s use of the Service. Subject to all terms and conditions of these Terms, WolfPack will provide Client with access to certain functionality of its proprietary software for use as permitted under this Agreement. As part of the implementation process, Client will identify an administrative user name and password that will be used to set up Client’s account. Client may use the administrative user name and password to create subaccounts for its employee users (each with unique login IDs and passwords). Client shall be responsible for the acts or omissions of any person who accesses the Service using passwords or access procedures provided to or created by Client. WolfPack reserves the right to refuse registration of, or to suspend or cancel, login IDs that violate the terms and conditions set forth in these Terms.
License to Client
Subject to all terms and conditions of these Terms, WolfPack grants Client a nonexclusive, nontransferable (except as set forth herein) right and license (without right to sublicense) to (a) access and use certain functionality of the Software made available by WolfPack (including the Background Materials (as defined below) necessary to use the Service), solely for Client’s internal business purposes and (b) install and use the portion of the Software provided to Client by WolfPack that is sometimes necessary to transmit Client Data to WolfPack (“On-Site Software”) solely in connection with Client’s authorized use of the Service. The Software is made available to Client solely as hosted by or on behalf of WolfPack, and nothing in these Terms shall be construed to grant Client any right to receive any copy of the Software (other than the On-Site Software). Client’s access and use of the Service shall comply with all other conditions set forth in all documentation, such as the user guide, help information, and other document regarding the Service, in each case that is provided or made available by WolfPack to Client in electronic or other form (“Documentation”). For avoidance of confusion, this includes, for example, any requirements regarding data formats, number of permitted users or prohibited uses.
Client shall not directly or indirectly (a) use any of WolfPack’s Confidential Information (as defined below) to create any service, software or documentation that performs substantially the same functionality as the Software, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Service or Background Materials (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use any WolfPack Property (as defined below) in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwi se modify any WolfPack Property, or (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns in connection with Client’s use of the Service in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.
From time to time, WolfPack may solicit from Client or Client may make, in its sole discretion, suggestions for changes, modifications or improvements to the Service (“Feedback”). All Feedback shall be solely owned by WolfPack (including all intellectual property rights therein and thereto) and shall also be WolfPack’s Confidential Information. Client shall and hereby does make all assignments necessary to achieve such ownership. Client warrants that it has all rights necessary in the Feedback to comply with these terms.
Client hereby grants WolfPack a nonexclusive and royalty-free right and license to access, copy, process and use all information, data and other content provided by Client in connection with its authorized use of the Service (“Client Data”), including all data regarding Client’s users that is processed by the Service, solely for the purpose of providing the Service, or as otherwise provided he rein. Client agrees that (a) the Service depends on the availability of the Client Data and (b) WolfPack will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Client Data. Unless otherwise expressly agreed in a writing that is signed by an authorized representative of WolfPack, WolfPack shall have no obligation to store Client Data beyond any period specified in your order.
Client is responsible for providing (a) all subscriptions and credentials necessary for WolfPack to receive the Client Data and (b) in the case of Client use of the On-Site Software, all equipment, servers, devices, storage, other software, databases, network and communications equipment and ancillary services needed to send data to WolfPack from its facility (collectively, “Client Systems”). Client shall ensure that Client Systems are compatible with the Service and comply with all configurations and specifications described in the Documentation.
WolfPack will not be liable for any failures in the Service or any other problems which are related to (a) the Client Data or Client Systems or (b) any satellite, telecommunications, network or other equipment or service outside of WolfPack’s facilities or control.
WolfPack will use commercially reasonable efforts to provide Client with technical support and to make available updates for the Service in accordance with its regular business practices. Client agrees that WolfPack may charge for any support service resulting from problems, errors or inquiries related to the Client Data or Client Systems.
Pricing and Payments
Client shall pay a fee for the right to use the Service (“Service Fee”) at WolfPack’s then-current rates or as otherwise set forth in the WolfPack order form completed by Client. Client shall pay the Service Fee monthly or annually in advance in accordance with the WolfPack order form completed by Client. Payments shall be made in US dollars in full. All payments required by these Terms are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Client agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon WolfPack’s net income. All amounts payable by Client hereunder, including all Service Fees, shall be grossed-up for any withholding taxes imposed by any foreign government on Client’s payment of such amounts to
“Confidential Information” means, (a) with respect to WolfPack, all financial, business or technical information disclosed by or for WolfPack in relation to these Terms that is of a nature that should reasonably be considered to be confidential and proprietary, and, (b) with respect to Client, non-public Client Data and any personally identifiable information relating to individual persons (“PII”) that is included within Client Data. Except for the specific rights granted by these Terms, neither party (“Recipient”) may use, copy or disclose any of the other’s (“Discloser”) Confidential Information without Discloser’s written consent, and shall use reasonable care to safeguard Discloser’s Confidential Information, including obligating Recipient’s employees, contractors and agents (“Representatives”) who are given access to Discloser’s Confidential Information to keep such information confidential. WolfPack agrees to treat PII included in the Client Data in accordance with all applicable United States laws and regulations. The foregoing obligations shall not apply to any Confidential Information (other than PII) that Recipient can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to Discloser, (c) generally available to the public without breach of these Terms or (d) independently developed by it without reference to or use of any of Discloser’s Confidential Information. Promptly upon Discloser’s request at any time, Recipient shall return all of Discloser’s tangible Confidential Information. Each party may disclose the general nature, but not the specific terms, of these Terms without the prior consent of the other party; provided, however, that either party may provide a copy of these Terms or otherwise disclose its terms on a confidential basis in connection with any financing transaction or due diligence inquiry. Nothing herein shall pre vent a party from disclosing these Terms or any of the other’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, Recipient shall use reasonable efforts to (a) promptly notify Discloser in writing of such requirement to disclose and (b) cooperate as reasonably requested by Discloser at no expense to Recipient in protecting against or minimizing any such disclosure or obtaining a protective order.
As an exception to any limitations on WolfPack’s right to disclose information, in the event WolfPack goes through a possible business transaction, such as a merger, acquisition by another company, or other sale of the company or all or a portion of its assets, Client Data (including PII) will likely be among the assets disclosed to the potential transferee (under a duty of confidentiality) and transferred, if the transferee will be continuing the Services. Client agrees that WolfPack may transfer such Client Data and PII without Client’s prior consent.
As used in these Terms: “Background Materials” means all ideas, concepts, inventions, systems, platforms, software (including all On-Site Software), interfaces, tools, utilities, templates, forms, Report Formats, techniques, methods, processes, algorithms, know- how, trade secrets and other technologies and information that are used by WolfPack in providing the Service and Results (including any correction, improvement, extension or other modification to the Service made, created, conceived or developed by or for WolfPack, including at Client’s request or as a result of feedback provided by Client to WolfPack); “Reports” means the reports, charts, graphs and other presentation in which the Results are presented to Client; “Report Formats” means the formatting, look and feel of the Reports; and “Results” means the work products resulting from the Service that are delivered to Client by WolfPack through the Service, and which are based on the Client Data. For the sake of clarity, Results shall expressly exclude all Background Materials.
Results and Client Data
Client shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to t he Results and Client Data. Client acknowledges and agrees that the Results will be presented to it in a Report, the Report Format of which is proprietary to WolfPack. Client may make copies of the Reports only for its internal purposes in using the Results. Client hereby grants WolfPack a non-exclusive royalty-free right and license to use the Results, for purposes of providing the Service to Client and for WolfPack’s internal business purposes.
General Learning; Aggregate Data
Client agrees that WolfPack is free to disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during provision of the Service (including without limitation, that which it could have acquired performing the same or similar services for another customer). Client further agrees that (a) WolfPack shall have the right to create compilations and analyses of Client Data and Results (“Aggregate Data”) and to create reports, studies, analyses and other work product from Aggregate Data (“Analyses”) and (b) WolfPack shall have exclusive ownership rights to, and the exclusive right to use, such Aggregate Data and Analyses for any purpose, including, but not limited to advertising, marketing, and promotion of networking opportunities to other customers and prospective customers of the Services; provided, however, that WolfPack shall not distribute Aggregate Data and Analyses in a manner that is identifiable as Client Data or in a manner in which the identity of any individual person or his or her PII can be reasonably ascertained.
Reservation of Rights
Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and WolfPack (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights embodied therein) in and to the Service, Documentation, Background Materials, Aggregate Data, as defined below, and Analyses, as defined below (collectively, “WolfPack Properties”).
Warranties and Disclaimers
THE WOLFPACK SOFTWARE AND SERVICES, AND ANY RESULTS OBTAINED THERE FROM BY CLIENT ARE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WOLFPACK MAKES NO WARRANTY (I) THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICE, OR (III) THAT ANY ERRORS IN THE SERVICE CAN OR WILL BE CORRECTED. WOLFPACK HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
Injunctions of the Service
If the Service becomes or, in WolfPack’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, WolfPack may, at its option (1) obtain for Client the right to continue using the Service or (2) replace or modify the Service so that it becomes non-infringing without substantially compromising its principal functions. If (1) and (2) are not reasonably available to WolfPack, then it may terminate these Terms upon written notice to Client and refund to Client any prepaid Service fees, pro-rated for the remainder of the prepaid period.
Subject to the foregoing provision, and the limitations of liability provided in these Terms, WolfPack agrees to defend Client against any third party claims that the Service provided hereunder by WolfPack infringes the rights of any third party, in each case, excluding claims caused by Client’s failure to meet its obligations under this Agreement.
Client agrees to indemnify and hold harmless WolfPack against any third party claims and all resulting losses, liabilities, costs and expenses attributable to or arising from (a) any actual or alleged breach of Client’s representations and warranties, (b) Client’s unauthorized use of the Service or other WolfPack Software, Confidential Information or other information, and (c) Client’s use of the Results, including any modifications thereto or any combination of the Results with any other data or information where the claim would not have arisen but for such modification, combination or use, (d) any actual or alleged violation by Client or the rights of any third party (including intellectual property rights or any rights of privacy or publicity) and (e) any breach by Client of the section of these Terms titled “Client Data”.
The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the ex tent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement. The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost). The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party’s prior written consent of the settlement.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WOLFPACK BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTI ON OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WOLFPACK BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR OWED TO WOLFPACK HEREUNDER DURING THE PRECEDING TWELVE (12) MONTH PERIOD. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
Term and Termination Term
These Terms shall commence on the date Client begins using the Service (the “Effective Date”) and shall continue in effect for as
long as Client’s authorized use of the Service continues (as set forth in WolfPack order form completed by Client).
WolfPack may agree to grant you access to a trial version of the Service that may be available free of charge during a trial period specified by WolfPack. If granted access to a trial version, these Terms shall apply to Client's use of the trial version and, if Client later converts to the paid version, these Terms will also apply to Client's use of the paid version. The trial version may no t have all the features or functionality of the paid version of the Service. WolfPack may terminate Client's access to the trial version at any time.
These Terms may be earlier terminated by either party if the other party breaches a provision of these Terms and fails to cur e such breach within thirty (30) days (ten (10) days in the case of non-payment) after receiving written notice of such breach from the non- breaching party. WolfPack reserves the right to suspend or terminate access to the Service if Client violates the license grant or restrictions regarding use of the Service.
Effects of Termination
Upon any expiration or termination of these Terms, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of these Terms shall survive, and (b) the provisions titled Feedback, Confidentiality, Proprietary Rights , Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination and General Provisions shall survive. Unless otherwise agreed in writing and signed by an authorized representative of WolfPack, WolfPack has no obligation to retain any Client Data or Results after the Term.
These Terms (which includes any WolfPack provided ordering form completed by Client) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of these Terms.
Waivers, Consents and Modifications
No waiver, consent or modification of these Terms shall bind WolfPack or Client unless in writing and signed by the party against which enforcement is sought. These Terms may be modified solely upon the written agreement of both Client and WolfPack. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights.
If any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to these Terms. Except that WolfPack may seek equitable or similar relief from any court of competent jurisdiction to prevent or restrain any breach or threatened breach o f this Agreement by Client, exclusive jurisdiction and venue for actions related to these Terms or Client’s use of the Service will be the state and federal courts located in Maryland having jurisdiction over WolfPack’s offices, and both parties consent to the jurisdiction of such courts with respect to any such actions. If any action or proceeding to enforce these Terms, WolfPack will be entitled to recover its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding
In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party, which, in the case of Client, shall be the address provided to WolfPack upon signing up for the Service, and, in the case of WolfPack, shall be 1 Research Court, Suite 450, Rockville, MD or, if different, the address set forth in the contact section of WolfPack’s website, or at such other address for either party as is designated in a subsequent notice. All notices shall be in English, effective upon receipt. Notwithstanding the foregoing, WolfPack may provide notice to the Client via email to the email last provided to WolfPack by the Client administrator, or by posting the notice on the WolfPack website.
This Agreement shall be binding upon and for the benefit of WolfPack, Client and their permitted successors and assigns. Either party may assign this Agreement to its Affiliates and as part of a corporate reorganization, consolidation, merger, or sale o f substantially all of its assets or business to which this Agreement relates. Except as expressly stated in this Agreement, Client many not otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of WolfPack, and any attempted assignment or delegation without such consent will be void.
The parties shall be independent contractors under these Terms, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint ventures or partners for any purpose. BY USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CLIENT. IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF CLIENT DOES NOT AGREE WITH ANY PROVISION OF THE TERMS, OR YOU DO NOT HAVE THE AUTHORITY TO BIND CLIENT, YOU MAY NOT ACCESS OR USE THE SERVICE IN ANY MANNER FOR ANY PURPOSE.