Wrabit

Please read these terms of service carefully. Customer agrees to these terms and conditions by (A) clicking to accept or agree where such option is made available to customer, (B) creating an account with Wrabit, or (C) actually using or accessing the service (the "effective date").

These Terms of Service constitute an agreement (the “Agreement”) by and between Local Waves, Inc., a Nebraska corporation (“Wrabit”) and the corporation, LLC, partnership, sole proprietorship, other business entity, or individual (“Customer”) agreeing to this Agreement. Wrabit and Customer may be referred to individually as a “Party” and collectively as “Parties.” This Agreement is effective as of the Effective Date. Customer’s use of and Wrabit’s provision of the Service (as defined below in Section 1) are governed by this Agreement.

DEFINITIONS.The following capitalized terms will have the following meanings whenever used in this Agreement:
1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
2. “Documentation” means Wrabit’s standard information related to use of the Service, as may be made available by Wrabit from time to time.
3. “Feedback” means any suggestion, enhancement request, writing prompt, recommendation, correction, or other feedback provided by Customer or Users relating Service.
4. “Hosted Data” means all information, documents, images, files or materials uploaded, created, modified, or stored in the Service by Customer or Customer’s Users.
5. “Privacy Policy” means Wrabit’s Privacy Policy found at www.wrabit.com.
6. “Service” means the writing skills platform for writing, editing, sharing, and processing of files, documents, or other content, including all updates, modifications, and enhancements thereto, as made generally available by Wrabit to its customers.
7. “Site” means Wrabit’s website located at www.wrabit.com.
8. “User” means any individual who uses the Service through Customer’s account or passwords, whether authorized or not.
ACCESS AND USE OF THE SERVICE
1. Provision of Access.Subject to and conditioned on Customer’s payment of fees and compliance with all the terms and conditions of this Agreement, Wrabit hereby grants Customer a non-exclusive, non-transferable right to access and use the Service during the Term, solely for use by Users in accordance with the terms and conditions of this Agreement and the Documentation. Such use is limited to Customer’s internal use. Wrabit shall provide to Customer the necessary information and links or connections to allow Customer to access the Service. A Users access to and use of the Service signifies their acceptance of Wrabit’s service terms and obligations as detailed in this Agreement.
2. Documentation.Customer may access, reproduce, and use the Documentation, when made available to Customer, solely as necessary to support Users' use of the Service.
3. System Requirements.A stable internet connection and modern browser such as Firefox or Google Chrome is required to access and use the Service. The Service may work in a limited manner on other web browsers, but the Service is designed for use on modern browsers. For a list of currently supported browsers see the Documentation.
4. Updates; Modifications.Wrabit reserves the right, in its sole discretion, to update, modify, or remove the features, functionality, or other aspects of the Service at any time.
5. Suspension of the Service.Without limiting Wrabit's termination rights herein, Wrabit reserves the right, at any time, with or without notice in Wrabit's sole and absolute discretion, to temporarily suspend or otherwise deny access to or use of the Service, without incurring obligation or liability, for: (a) scheduled or unscheduled maintenance; (b) maintaining the security or integrity of Wrabit’s network, hardware, or associated systems or those of Wrabit third-party providers; (c) unusual spikes in activity or usage of the Service; (d) unplanned technical problems or outages; (e) the actual or suspected violation of this Agreement by Customer or any of its Users; (f) any failure by Customer to pay an invoice when due; (g) judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Wrabit to do so; or (h) the expiration or termination of this Agreement. Wrabit will use reasonable efforts to notify Customer of any scheduled maintenance. Wrabit will not be liable for any suspension or disablement of the Service that occurs pursuant to this Section 2.e.
6. Communications.Wrabit does not make any representations or warranties as to the truth or accuracy of any statement made or materials posted on or through our Site, forum, bulletin board, chat room, or any other user interactive area of our Site (“Participant Input”). Customer agrees and acknowledges that it assumes the risk of any actions it takes in reliance upon the information that may be contained in our Site, forum, bulletin board, chat room, or any other user interactive area of our Site. Wrabit does not endorse or lend any credence for any Participant Input that are made by any participant in our forum, bulletin board, chat room, or any other user interactive area of our Site. Any Participant Input by other users or customers of Wrabit are their own. Wrabit does not endorse or support any such Participant Input. Customer is fully responsible for its own statements and materials that it posted on the Site, forum, bulletin board, chat room, or any other user interactive area of our Site and any consequences, whether or not foreseen, to any party who may rely upon these statements. Customer agrees that it will not take any action directed towards attempting to hold us responsible for any such Participant Input. As a participant in our Site, forum, bulletin board, chat room, or any other user interactive area of our Site, Customer agrees that we may remove any materials from the Site, forum, bulletin board, chat room, or any other user interactive area of our Site for any reason, in our sole discretion, or for no reason at all. This includes material which is disruptive, abusive, offensive, illegal, vulgar, pornographic, or any other material. Customer shall hold Wrabit harmless from and against any damage Customer or others may suffer as a result of our removal of any content from our forum, bulletin board, chat room, or any other user interactive area of our Site or from the discontinuance of our forum, bulletin board, chat room, or any other user interactive area of our Site at any time. When opting to share information or opinions through the Site, Customer agrees and acknowledge that Wrabit may share such information or opinions with other user accounts through third-party accounts.
CUSTOMER RESPONSIBILITIES & RESTRICTIONS.
1. General.Customer is responsible and liable for all uses of the Service and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. In order to use the Site, Customer must register on our Site, agree to provide truthful information when requested, and be at least the age of thirteen (13) or older.
2. Restrictions.Customer shall not use the Service for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Users to:
  1. copy, modify, or create derivative works of the Service or Documentation, in whole or in part;
  2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation;
  3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part;
  4. remove any proprietary notices from the Service or Documentation;
  5. use the Service in a manner that compromises the integrity of Service or the confidentiality of other users of the Service;
  6. use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  7. provide any content, information, or data, or perform any conduct, that may be unlawful, illegal, threatening, harmful, abusive, harassing, stalking, tortuous, defamatory, libelous, vulgar, obscene, offensive, objectionable, pornographic, designed to or does interfere or interrupt the Site or the Services;
  8. impersonate or misrepresent your association with any person or entity, or forge or otherwise seek to conceal or misrepresent the origin of any Hosted Data provided by you;
  9. collect or harvest any data about other users; and
  10. provide or use the Site and any content or service in any commercial manner or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising without our prior written consent.
3. Notifications of Unauthorized Use.
  1. Customer will immediately notify Wrabit of any actual or threatened unauthorized use of or access to the Service or Customer’s Hosted Data that comes to Customer or a User’s attention. In the event of any such unauthorized use, Customer will take all steps necessary to terminate such unauthorized use or threatened activity and to mitigate its effects. Additionally, Customer will provide Wrabit with such cooperation and assistance related to any such unauthorized use as Wrabit may reasonably request. Notification of such unauthorized use or other security concerns should be reported to Wrabit at support@wrabit.com.
  2. If you believe that your property has been used in any way that would be considered copyright infringement or a violation of your intellectual property rights, you may contact us at: legal@wrabit.com.
HOSTED DATA.
1. Ownership of Hosted Data.Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Hosted Data. Customer grants Wrabit a non-exclusive, royalty-free, perpetual, worldwide license to reproduce, distribute, edit, modify, adapt, publish and otherwise use and display the Hosted Data and perform all acts with respect to the Hosted Data as may be necessary and useful for Wrabit, Wrabit’s personnel, and Wrabit’s authorized third parties to provide the Service. Wrabit takes no responsibility and assumes no liability for any Hosted Data or Provider Input that you or any other user or third-party posts or transmits using the Services or Site. Customer acknowledges and agrees that it shall have the right (but not obligation), in Wrabit’s sole discretion, to refuse to publish or to remove or block access to any Hosted Data you provide at any time and for any reason, with or without notice. Customer represents and warrants that it owns or has the necessary rights in the Hosted Data for use with the Service.
2. Use of Provider Input.Customer will be considered the exclusive owner of all right and title, including all intellectual property rights, in all Participant Input to by other users of the Site to Customer’s Hosted Data that it submits for such Participant Input. If Customer provides any Participant Input to another user’s work product submitted via the Site, then Customer and its Users agree that such Participant Input is a derivative work of such other third-party’s submitted work product, and, to the extent that exclusive title and/or ownership rights may not originally vest in such other third party, Customer hereby irrevocably assigns all right, title, and interest, including any intellectual property and ownership rights, in the Participant Input. Such assignment and transfer of any and all such rights is necessary to ensure Wrabit’s users are able to freely, and without any further expectation of compensation or royalty, incorporate Participant Input into their work product submitted to the Site for feedback. Notwithstanding any other provision herein, Customer acknowledges and agrees that Company will have a perpetual, irrevocable license use the Participant Input for the purpose of performing Services, and for the purpose of marketing and advertising the Services.
3. Customer Responsibility.Customer shall retain sole responsibility for: (a) all Hosted Data and its Participant Input, including its content and use; (b) all information, instructions and materials provided by Customer or any User in connection with the Service; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services; (d) the security and use of Customer’s and its Users’ account access credentials; and (e) all access to and use of the Service directly or indirectly by or through the Customer systems or Customer account access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Wrabit will have no responsibility or liability for the accuracy of data uploaded to the Service by Customer, including without limitation Hosted Data.
4. Data Privacy and Security.This Agreement and use of the Service and Site are subject to the Privacy Policy. The Privacy Policy applies only to the Service and Site, and does not apply to any third-party website or service linked to the Service.
5. Processing of Hosted Data.Customer understands and acknowledges that it may submit, upload, or process though the Service a variety of different data types, and any such data may have conversion issues. Additionally, Customer understands that in processing data there are times data is lost or damaged. Customer will be responsible for and shall maintain adequate back-up and archival copies of all Hosted Data. Wrabit shall bear no liability with respect to any Hosted Data that is lost or damaged as a result of the processing of Hosted Data. Customer agrees that the owners of the Site exclusively reserve the right and may, at any time and without notice and any liability to you, modify or discontinue the Site and its services or delete the data you provide, whether temporarily or permanently. We shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy, or improper delivery of any data or information. Moreover, due to the nature of our services we do not offer refunds.
6. Aggregated Statistics.In the course of providing the Service, Wrabit may monitor Customer’s use of the Service and collect and compile statistical data and performance information, analytics, meta-data, or similar information, generated through instrumentation and logging systems, regarding the operation of the Service, including Customer’s use of the Service (“Aggregated Statistics”). All right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Wrabit. Nothing in this Agreement shall restrict Wrabit’s right to collect Aggregated Statistic or to use it for any internal business purpose, or in the manner permitted under applicable U.S. law; provided that such Aggregated Statistics do not identify Customer or Users.
INTELLECTUAL PROPERTY; FEEDBACK
1. Ownership.Wrabit owns all right, title, and interest in and to the Service and the Site (including without limitation all software used to provide the Service and all graphics, user interfaces, logos, and trademarks reproduced through the Service), Wrabit’s confidential information, and the Feedback including all intellectual property rights contained therein. Except for the express rights granted in Section 2, no other licenses or rights are granted by Wrabit, by implication, estoppel or otherwise, and all rights not expressly granted herein are reserved. Customer may not modify, publish, transmit, reproduce, create derivative works or improvements from, distribute, display, incorporate into another website, or in any other way exploit the Service or the Site, in whole or in part, without prior written permission from Wrabit.
2. Feedback.Customer grants to Wrabit and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Service the Feedback.
3. Trademarks.The Service and Site contain valuable trademarks owned and used by Wrabit to distinguish Wrabit services from those of others. The Service and Site may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with permission of their respective owners. Wrabit does not claim ownership in, or any affiliation with, any third-party trademarks or service marks appearing in the Service or Site. Customer will not use or display Wrabit’s trademarks without Wrabit’s prior written consent.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
1. From Customer.Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself or its Users to or through the Service; and (c) the information Customer provides in registering for the Service is accurate, complete, and the Customer has the right to use and disclose such information to Wrabit.
2. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND SITE ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. WRABIT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, ADEQUACY OF INFORMATION AND ALL OTHER WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
LIMITATION OF LIABILITY.
1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WRABIT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, “WRABIT PARTIES”) SHALL NOT BE LIABLE TO CUSTOMER OR CUSTOMER’S USERS (COLLECTIVELY, “CUSTOMER PARTIES”) FOR ANY (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, GOODWILL, BUSINESS, USE, OR REVENUE, DIMINUTION IN VALUE, OR IMPAIRMENT INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY IN SERVICE); OR (B) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, INCURRED BY CUSTOMER PARTIES UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE, EVEN IF WRABIT OR THE WRABIT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WRABIT AND THE WRABIT PARTIES MAXIMUM COLLECTIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00), WHETHER ARISING UNDER OR RELATED TO A CLAIM OF BREACH OF CONTRACT, TORT, WARRANTY, NEGLIGENCE OR AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE, EVEN IF WRABIT OR THE WRABIT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
3. ANY CLAIM BY CUSTOMER RELATED TO THIS AGREEMENT OR THE SERVICE AND SITE MUST BE BROUGHT WITHIN ONE YEAR OF THE DATE IN WHICH THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CUSTOMER CLAIM IS PERMANENTLY BARRED.
INDEMNIFICATION.
1. Customer will defend, indemnify and hold Wrabit, its affiliates and licensors, and Wrabit’s respective employees, officers, directors, and representatives harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to or arising from (a) the Hosted Data, including any processing of the Hosted Data by or on behalf of Wrabit in accordance with this Agreement; (b) Customer's or its Users’ use of the Service or Site; (c) any violation by Customer or Customer’s Users of this Agreement, or applicable laws; or (d) Customer's or its Users' infringement or violation of the intellectual property rights or other rights of another. Wrabit will provide Customer with notice of such claim and Wrabit reserves the right to assume sole control of the defense.
TERM AND TERMINATION.
1. Term.This Agreement will remain in effect until terminated Wrabit or cancelled by Customer as set out below (“Term”). Wrabit may terminate this Agreement, with or without cause, at any time. Customer may cancel its subscription at any time before the end of the current billing period or free trial. Cancellation with take effect at the end of the current billing period or free trial. Customer will not be refunded or given a credit for partially used billing periods.
2. Export and Destruction of Hosted Data.During the Term, Customer will have the ability to export or retrieve Hosted Data from the Service at any time. Wrabit may make Hosted Data available to Customer for export or download after termination or cancellation. Wrabit will have no obligation to maintain or provide any Hosted Data, and may thereafter delete or destroy all copies of Hosted Data in its systems or otherwise in its possession or control, unless legally prohibited.
3. Survival.Sections 3, 4.a., 4.b., 4.f., 5, 6, 7, 8, 9, and 10 shall survive the termination or expiration of this Agreement.
PAYMENT OF FEES.
1. Pricing.Customer agrees to pays all Fees as detailed herein. Customer may upgrade its subscription to the Service, if such upgrades are available, at any time to accommodate additional requirements. If you choose to upgrade, your existing Fees arrangement will be terminated and replaced by a new prorated Fees arrangement reflecting the upgrades. Customer will have the option of paying by ACH, credit card, or electronic debit. All payments are due at time of setting up Customer’s account, or as otherwise detailed via the Site. If payment is not received Wrabit reserves the right to suspend or terminate the Service until Wrabit receives and processes all payments. Wrabit reserves the right to modify the Fees at any time upon notice via the email address provided by Customer.
2. No Refunds.All Fees associated with the Service are non-refundable. Customer understands and acknowledges that no credits, refunds or prorated discounts will be issued for unused amounts.
AVAILABILITY OF SERVICE; MAINTENANCE.
1. Interruptions of data processing and access may occur due to planned or emergency maintenance and repair by Wrabit, or due to a Force Majeure Event (as defined in Section 12.b). Under no circumstances will Wrabit be held liable for any financial or other damages due to such interruptions. For the purposes of this Section 11, maintenance shall include, but is not limited to, one quarterly (forty-eight hour) planned maintenance window if needed, brief planned maintenance windows (scheduled in advance, as needed), and emergency maintenance windows (critical, unforeseen maintenance needed for the security or performance of the platform). Wrabit will make reasonable effort to limit quarterly planned maintenance windows to the timeframes outlined below.
GENERAL.
1. Governing Law; Venue.This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nebraska, without regard to its principles regarding conflicts of law. Each Party hereby irrevocably submits to, and waives any objection to, the exclusive personal jurisdiction and venue of the courts located within the city Omaha, and county of Douglas, Nebraska.
2. Force Majeure.Wrabit will not be liable for any delay or failure to perform under this Agreement due to circumstances beyond Wrabit’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, regional shortage of adequate power or telecommunications or transportation, internet or other service disruptions involving hardware, software or power systems not within Wrabit’s possession or reasonable control, and denial of service attacks (“Force Majeure Event”).
3. Entire Agreement.This Agreement constitutes the entire agreement between Customer and Wrabit and supersedes all proposals, oral or written, all negotiations, conversations, discussions, or agreements between Customer and Wrabit relating to the subject matter of this Agreement and all past dealing or industry custom. Notwithstanding the foregoing, in the event that Customer has executed a separate Master Services Agreement or License Agreement with Wrabit apart from this Agreement, then such Master Services Agreement or License Agreement with Wrabit shall govern over the terms of use of the Service. In the event of any conflict between this Agreement and any of Wrabit’s policies posted online, including without limitation the Privacy Policy or a Data Processing Addendum, if applicable, the terms of this Agreement will govern.
4. Notices; Electronic Communications.Wrabit may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Any notices to be provided to Wrabit or questions with respect to the terms of this Agreement shall be sent to legal@wrabit.com, and such notices will be deemed received 72 hours after they are sent.
5. Assignment.Customer may not assign this Agreement in whole or in part, by operation of law or otherwise, and any attempt to do so will be null and void. This Agreement shall be binding upon and shall inure to the benefit of Customer and Wrabit’s successors and assigns. Wrabit may assign its rights, without such consent of Customer and upon 15 days prior written notice to the Customer, to (a) one or more of its subsidiaries, or (b) an entity that acquires all or substantially all of the business or assets of Wrabit to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise.
6. Waiver.Failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
7. Independent Contractors.The Parties are independent contractors and shall so represent themselves in all regards. Neither Party is the agent of the other, and neither may make commitments on the other’s behalf.
8. Third-Party Software.Any use of or access to third-party software shall be subject to the license terms and conditions of such third-party software.
9. Severability.In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect the validity or enforceability of any other provisions of the Agreement.
10. Amendment.Wrabit may amend this Agreement from time to time by posting an amended version on its Site or sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 15 days after such notice (the “Amendment Date”) unless Customer first gives Vendor written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. Wrabit may revise the Privacy Policy or Terms of Use on its Site at any time by posting a new version of either on the Site, and such new version will become effective on the date it is posted.