Welcome and thank you for your interest in Wrapbook. This Terms of Service (this “ToS”) is made and entered into by and between you, as a User (as defined below), and TakeOne Network Corp., a Delaware corporation doing business as Wrapbook, and its subsidiaries and affiliates (collectively, “Wrapbook”). This ToS contains the terms and conditions that govern the use of Wrapbook’s financial services platform, including Wrapbook’s website (https://www.wrapbook.com) and the associated domains thereof (the “Site”), Wrapbook’s web and mobile applications (together, the “Applications”) (the Site and the Applications together, the “Platform”) and the Services (as defined below).
Wrapbook directly, and through its Platform, offers certain Wrapbook content, products, and services, including those detailed on our website (as may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This ToS is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing a company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has the authority to bind that business or other individual to this ToS, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this ToS, or by accessing or using the Platform or Services, User agrees, effective as of the date of such action, to be bound by this ToS. If you do not accept the terms of this ToS, you may not use the Platform or the Services. User and Wrapbook may be referred to individually as a “Party” or collectively as the “Parties.”
Please review Section 22 of this ToS carefully, as it contains an arbitration provision and class action waiver which requires User to resolve disputes with Wrapbook through final, binding arbitration on an individual basis, except during periods when User is an Employee, as defined in the Employer of Record Supplemental Agreement. By entering into this ToS, User is acknowledging that User has read and that User understands the terms of this ToS and that User agrees to be bound by the arbitration provision and class action waiver, if applicable.
1. ADDITIONAL TERMS FOR SERVICES
Wrapbook’s provision of any Service is subject to the terms of this ToS and any supplemental terms referenced herein or which Wrapbook may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms are hereby incorporated into and form a part of this ToS. Without limiting the scope thereof, the Service Terms specifically include any applicable Employer of Record Supplemental Agreement or Payroll Services Supplemental Agreement. Except as specifically provided to the contrary in a separate writing, no Service under this ToS or any Service Terms extend beyond domestic requirements. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby. User accepts the Service Terms which coincide with applicable Services by: (i) clicking the applicable button to indicate User’s acceptance of this ToS; or (ii) accessing or using the Services. By taking any of the aforementioned actions, User agrees to be bound by the applicable Service Terms as of the time that such action occurs.
2. USER ACCOUNTS
3. WHO MAY USE THE PLATFORM
User may use the Platform or access the Services only if User is thirteen (13) years of age or older, has not been previously suspended or removed from using the Platform or the Services and is not barred from using the Platform or the Services under applicable law. To access some features of the Services, you may be required to register for an account and agree to a third party’s terms for Third-Party Services (as defined in Section 6), to the extent applicable to that service.
The Children’s Online Privacy Protection Act requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). Wrapbook does not knowingly collect or solicit personally identifiable information from children under thirteen (13); if User is a child under thirteen (13), please do not attempt to register for or otherwise use the Services or send Wrapbook any personal information. If Wrapbook learns it has collected personal information from a child under thirteen (13), it will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided Wrapbook personal information, please contact Wrapbook at email@example.com.
If User is entering into this ToS on behalf of a minor, User represents and warrants that User is a parent, legal guardian, or authorized agent of such minor and that User is authorized to agree to the ToS on behalf of the minor.
5. USER’S COMPLIANCE WITH THE AGREEMENT
Use of the Platform and the Services are each conditioned upon User’s full compliance with this ToS and all applicable laws, rules, and regulations.
6. USER IS RESPONSIBLE FOR CERTAIN INFORMATION AND OBLIGATIONS RELATING TO THE SERVICES
If User is a business entity, User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include, but are not limited to, (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Wrapbook reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Wrapbook to take on its behalf.
User is solely responsible for (i) following instructions that Wrapbook provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including, but not limited to, internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of products, services, and websites that are advertised or offered by a third party through the Platform or any hyperlinked website or service (“Third-Party Services”) utilized by User.
To use any mobile application feature of the Services (each, a “Mobile App”), User must have a compatible mobile device. Wrapbook does not warrant that any Mobile App will be compatible with your mobile device. User may use mobile data in connection with a Mobile App and may incur additional charges from User’s wireless provider for using a Mobile App. Wrapbook may update any Mobile App and may automatically electronically update the version of any Mobile App that User has installed on a mobile device. User consents to all automatic updates, and understands that this ToS will apply to all updated versions of a Mobile App. Any third party open source software included in any Application is subject to the applicable open source license and may be available directly from the creator under an open source license. This ToS does not apply to User’s use of software obtained from a third party source under an open source license.
User will, and will cause authorized users of User’s Account, including, but not limited to, Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure and keep confidential any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Wrapbook. Wrapbook reserves the right to prevent access to the Services if Wrapbook has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing Wrapbook with the information required for Wrapbook to perform the Services. User may furnish such information to Wrapbook through the Platform. Furthermore, User represents and warrants to Wrapbook that for any information that User shares with Wrapbook, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to Wrapbook, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly either update such information through the Platform or notify Wrapbook, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Wrapbook.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Wrapbook (or otherwise made available to User by Wrapbook) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Wrapbook of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Wrapbook.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Wrapbook by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Submit Payroll” or other buttons) or otherwise (e.g., verbally directing a Wrapbook Customer Support representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
7. USER VERIFICATION
User gives Wrapbook permission to obtain, verify, and record information that identifies the individual or entity who creates an Account, is the intended user of an Account, or accesses the Services. Wrapbook may, to the extent permitted by applicable law, ask for User’s name, address, date of birth, social security number, and other information that will allow Wrapbook to identify User. Wrapbook may also, to the extent permitted by applicable law, ask to review User’s driver’s license or other identifying documents. By entering into this ToS, User confirms that User is consenting to Wrapbook, or a third party on Wrapbook’s behalf, verifying the identity of the individual who: (i) creates an Account is the intended user of an Account, or (ii) accesses the Services, and User agrees to cooperate with Wrapbook’s requests, or the requests of a third party on Wrapbook’s behalf, for such identifying information.
8. THIRD-PARTY WEBSITES, AND RESOURCES
Through the Platform and the Services, User may be able to elect to receive Third-Party Services, as well as other materials, from third parties (each such third party, a “Third-Party Provider”), which may include functionality that allows for the distribution of User Content (as defined in Section 9) or User personal information. Third-Party Providers are solely responsible for their services. User is solely responsible for, and assumes all risk from, User’s election to receive and User’s receipt of any Third-Party Service. Wrapbook is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services and is not responsible for any damages or costs or any type arising out of or in any way connected with User’s dealings with Third-Party Providers. The applicable Third-Party Providers may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes Wrapbook to submit to the applicable Third-Party Provider any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Third-Party Provider to provide the Third-Party Service to User, including, without limitation, User’s payroll and expense information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Third-Party Provider that User has provided to Wrapbook in connection with this ToS and User’s receipt of the Services (the “Shared Information”). User is solely responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to Wrapbook and for Wrapbook to provide it to Third-Party Providers, and that Wrapbook’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing Wrapbook to submit User’s Shared Information to a Third-Party Provider, User has waived and released any Claim (as defined in Section 16) against Wrapbook and its directors, officers, and employees arising out of a Third-Party Provider’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources that are not owned or controlled by Wrapbook. Wrapbook provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
9. PROPRIETARY RIGHTS
“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform or Services by Users. For the avoidance of doubt, any templates, documents, or materials that Wrapbook provides to User via the Services shall constitute Wrapbook Content (as defined below) hereunder. Wrapbook does not claim any ownership rights in any User Content and nothing in this ToS will be deemed to restrict any rights that User may have to use and exploit User Content to the extent User has the authority to do so. However, by making any User Content available through the Services, User hereby grants to Wrapbook an irrevocable, perpetual, non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Wrapbook the license rights in User Content under this ToS. User Content is subject to the provisions of Section 14, and Wrapbook has the right to remove User Content from the Platform in accordance with Section 11.
User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as specified by applicable law and in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed, and copies of User Content may continue to exist on the Platform. Wrapbook is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
“Wrapbook Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services or Platform by Wrapbook, other than User Content. User Content and Wrapbook Content shall be collectively referred to herein as “Content.” Wrapbook and its licensors exclusively own all worldwide right, title, and interest in and to the Wrapbook Content, and to the Platform and the Services, including in each case all associated intellectual property rights (“Wrapbook IP”). User acknowledges that the Platform, Services, and Wrapbook Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or Wrapbook Content. This ToS does not convey any proprietary interest in or to any Wrapbook IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Wrapbook Content (“Feedback”) is given entirely voluntarily and Wrapbook will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes any feedback, however provided. Subject to User’s compliance with this ToS, Wrapbook grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Wrapbook Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
10. GENERAL PROHIBITIONS
User agrees not to take, and to ensure no Authorized Representative or Account Administrator takes, any of the following actions:
- Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
- Use the Services other than as authorized in this ToS;
- Resell, sublicense, timeshare, or otherwise share the Services with any third party;
- Display, mirror, or frame: (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Wrapbook Content or any individual element within the Site, Platform, or Services, including Wrapbook’s name and any Wrapbook trademark, logo, or other proprietary information, in each case, without Wrapbook’s express prior written consent;
- Access, tamper with, or use non-public areas of the Platform, Services, Wrapbook’s computer systems, or the technical delivery systems of Wrapbook’s providers;
- Interfere or attempt to interfere with the proper working of the Platform or the Services (including, but not limited to, any application, function, or use of the Services) or any activities conducted on the Services;
- Take any action that imposes or may impose (as determined by Wrapbook in Wrapbook’s sole discretion) an unreasonable or disproportionately large load on Wrapbook’s infrastructure;
- Attempt to probe, scan, or test the vulnerability of any Wrapbook system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Wrapbook or any of Wrapbook’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
- Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Send any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
- Use any meta tags or other hidden text or metadata utilizing a Wrapbook trademark, logo, URL, or product name without Wrapbook’s express written consent;
- Use the Platform, Services, or Content, or any portion thereof (i) for any purpose other than User’s authorized personal or internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this ToS;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
- Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
- Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
- Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
- Impersonate or misrepresent User’s affiliation with any person or entity;
- Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;
- Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”);
- Encourage, assist, or enable any other individual to do any of the foregoing; or
- Use the Services or Platform in connection with any adult content, including content with scenes of a graphic sexual nature typically rated as "NC-17," "unedited," "x," "xxx" or its equivalent.
11. WRAPBOOK’S RIGHTS TO MONITOR USER CONTENT AND CONDUCT
Although Wrapbook is not obligated to monitor access to or use of User Content or to review or edit any User Content, Wrapbook has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this ToS, and complying with applicable law or other legal requirements, to the extent permitted by law. Wrapbook reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any lawful reason, including, but not limited to, if Wrapbook, at Wrapbook’s sole discretion, considers any User Content to be in violation of this ToS.
Wrapbook provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly: (i) affirming that User is able to access and view the document User is electronically signing via the E-Sign Service (the “Document”); (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document. While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should: (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. With the exception of documents for which User has a legal right to receive a physical copy or original from Wrapbook, obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Wrapbook has no responsibility or liability with respect to such matter.
Wrapbook has no responsibility or liability with respect to the content, validity, or enforceability of any Document not prepared by Wrapbook, nor is it responsible or liable for any matters or disputes arising from such Documents. Wrapbook makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
13. WRAPBOOK MAKES NO REPRESENTATIONS REGARDING PLATFORM AVAILABILITY
Wrapbook makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
14. THE PLATFORM CAN CAUSE IRREVOCABLE DAMAGE TO USER CONTENT
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT WRAPBOOK IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AS A RESULT OF USER INITIATED ACTIONS AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
15. WARRANTY DISCLAIMERS
Except as set forth in any applicable Service Terms, User’s use of the Platform, Services, and Content is entirely at User’s own risk. Wrapbook is not in the business of providing legal, regulatory, tax, financial, accounting, or other professional services or advice. Any information provided by Wrapbook via the Platform or otherwise should not be interpreted as professional services or advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance.
EXCEPT AS SET FORTH IN ANY APPLICABLE SERVICE TERMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND WRAPBOOK CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY WRAPBOOK. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WRAPBOOK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, WRAPBOOK MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR WRAPBOOK CONTENT IN OR LINKED TO THE SERVICES. WRAPBOOK CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. WRAPBOOK DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR WRAPBOOK CONTENT WILL: (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, WRAPBOOK EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from Wrapbook’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Wrapbook reasonably believes to be User, an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Wrapbook may attempt to correct the Resulting Error, but Wrapbook makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error. Wrapbook does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Wrapbook will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Wrapbook works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
User will indemnify, defend, and hold harmless Wrapbook and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with: (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this ToS; (iv) User’s violation or alleged violation of any third party right, including without limitation, any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including, but not limited to, wage and hour laws; (vi) User’s violation of the NACHA Rules; (vii) User’s negligence, fraudulent activity, or misconduct; (viii) Wrapbook’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this ToS; (ix) actions or activities that Wrapbook or any other Indemnified Party undertakes in connection with the Services or this ToS at the direct request or instruction of anyone that Wrapbook or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Wrapbook’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Wrapbook’s instructions with respect to the Services.
17. LIMITATION OF LIABILITY
Except as set forth in any applicable Service Terms, Wrapbook is not responsible or liable for: (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Wrapbook with information necessary for its provision of Services; (iv) User’s violation of the NACHA Rules; (v) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (vi) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Wrapbook’s instructions with respect to the Services.
EXCEPT AS PROVIDED BY APPLICABLE LAW, AND UNLESS STATED OTHERWISE IN ANY APPLICABLE SERVICE TERMS, NEITHER WRAPBOOK NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES OR WRAPBOOK CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS ToS, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WRAPBOOK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL WRAPBOOK’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS ToS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO WRAPBOOK FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WRAPBOOK AND USER.
18. DUTY TO MITIGATE
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Wrapbook or User in connection with this ToS, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
19. TERM; TERMINATION; SUSPENSION
The Services and this ToS will continue until they are terminated pursuant to the terms of this ToS or applicable Service Terms. Wrapbook may terminate the Services, User’s access to the Platform, and this ToS in its sole discretion at any time unless otherwise set forth in any applicable Service Terms, Order Form, or other written agreement between the Parties.
20. CHANGES TO THE AGREEMENT, PLATFORM, OR SERVICE
Wrapbook may modify the ToS (including any Service Terms) at any time, in Wrapbook’s sole discretion. If Wrapbook does so, the modification will be in a writing from Wrapbook and not based on any implied or oral statements. Wrapbook shall let User know of modifications either by posting the modified ToS on the Platform or through other communications. It is important that User reviews the ToS whenever Wrapbook modifies it because if User continues to use the Platform or Services after Wrapbook has notified User of the modification and the modified ToS has been posted on the Platform, User agrees to be bound by the modified ToS. If User does not agree to be bound by the modified ToS, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Wrapbook may change or discontinue all or any part of the Platform, Services, or Wrapbook Content at any time and without notice, at Wrapbook’s sole discretion. Any modification or termination of the Services shall not affect the status of User’s employees’ employment with User (if any), nor shall termination or modification thereof affect a User’s agreement or rights with a third party such as a labor union.
21. GOVERNING LAW
To the extent permitted by law, this ToS shall be interpreted and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof. With respect to any dispute concerning the meaning of this ToS, this ToS will be interpreted as a whole with reference to its relevant provisions and in accordance with its fair meaning, and no part of this ToS will be construed against Wrapbook on the basis that Wrapbook drafted it.
Notwithstanding any other provision in this ToS, and except as otherwise set forth in this section, if User has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this ToS (including any applicable Service Terms), the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this ToS or any applicable Service Terms (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Wrapbook, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. User and Wrapbook agree and acknowledge that this ToS evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this ToS. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER IS WAIVING ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS ToS OR ANY SERVICE TERMS. This provision shall not apply during periods when User is an Employee, as defined in the Employer of Record Supplemental Agreement.
23. WRAPBOOK IS NOT RESPONSIBLE FOR THINGS WRAPBOOK CANNOT CONTROL
Wrapbook is not responsible or liable for any delays or failures in performance from any cause beyond Wrapbook’s control, including, but not limited to, acts of God, changes to laws or regulations, government orders, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, pandemics, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User. Without limiting the generality of the foregoing or Section 15, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, Wrapbook cannot guarantee that any User Content hosted on a third-party server will remain secure.
24. NO WAIVER
Any waiver of the provisions of this ToS or any Service Terms or of a Party’s rights or remedies under this ToS or any Service Terms must be in writing to be effective. Any such waiver will constitute a waiver only with respect to the specific matter described in such writing and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. The waiver by either of the Parties hereto of a breach or of a default under any of the provisions of this ToS or any Service Terms will not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity. Failure, neglect, or delay by a Party to enforce the provisions of this Tos or any Service Terms or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such Party’s rights under this ToS or any Service Terms and will not in any way affect the validity of the whole or any part of this ToS or any Service Terms or prejudice such Party’s right to take subsequent action.
Should any term, warranty, covenant, condition, or provision of this ToS or of any Service Terms be held to be invalid or unenforceable by a court or other body of competent jurisdiction or pursuant to arbitration, the balance of this ToS or any Service Terms will remain in force and will stand as if the unenforceable part did not exist. The invalid or unenforceable provision will be replaced by a provision as similar as possible and which is valid and enforceable.
This ToS, including all applicable Service Terms, constitutes the entire agreement between Wrapbook and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This ToS may be modified only by a written amendment signed by the parties or as otherwise provided in Section 20. If any part of this ToS is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the ToS. The remaining terms will be valid and enforceable. User may not assign this ToS, by operation of law or otherwise, without Wrapbook’s prior written consent. Any attempt by User to assign or transfer this ToS, without such consent, will be null. Wrapbook may freely assign or transfer this ToS without restriction. The provisions of this ToS shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. There are no third-party beneficiaries of the ToS. Any notices or other communications provided by Wrapbook under this ToS, including those regarding modifications to this ToS, will be given (i) via email, or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. Wrapbook’s failure to enforce any right or provision of this ToS will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Wrapbook. Except as expressly set forth in this ToS, the exercise by either party of any of its remedies under this ToS will be without prejudice to its other remedies under this ToS or otherwise. The Services, Content, other technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. The Parties represent that they are not named on any United States government denied-party list and the Parties will comply with all applicable trade restrictions. The following provisions will survive any termination or expiration of these ToS: Section 9 (Proprietary Rights), Section 15 (Warranty Disclaimers), Section 16 (Indemnity), Section 17 (Limitation of Liability), Section 22 (Arbitration), and Section 26 (General).
27. NOTICE TO CALIFORNIA RESIDENTS
If User is a California resident, under California Civil Code Section 1789.3, User may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
28. ELECTRONIC TRANSMISSION
This ToS, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this ToS, or (ii) the fact that any signature or acceptance of this ToS was transmitted or communicated through electronic means; and each party forever waives any related defense.
29. CONTACT INFORMATION
The Services are provided by Wrapbook, located at 228 Park Avenue S. #36206, New York, New York 10003. If User has any questions about this ToS, the Platform, or the Services, User may contact Wrapbook at firstname.lastname@example.org.