Welcome to Wooly! Wooly is a set of tools and services owned and operated by Wooly, Inc., which has created Wooly to help our clients build and manage relationships with their customers who may become advocates and ambassadors for our clients. The Services may consist of software, apps, a web interface, content offered in connection with the software, documentation, and online tools, whether they are accessed through the use of a mobile device, computer, or other method (individually and together, the “Services”). The term “Services” also includes any help desk and support services we offer, as well as any new features which augment or enhance the current Services, including the release of new features or products.
We hope you will carefully read through these Terms of Service (“Agreement”), since it is a binding agreement between you and Wooly, Inc. (“Company,” “we,” “us,” “our”), which owns and operates the Services. It is effective on the date you click “I Accept” or a similar indication of your intent to enter into this Agreement with us.
Specific provisions related to pricing, payment terms, and other matters related to this Agreement may be set forth in an online document, purchase order or other document executed by both parties (“Order Form”). However, the terms of an Order Form other than an online document provided by us may not change the provisions of this Agreement unless the Order Form specifically calls out the provisions changed and is signed by both parties. No order form, purchase agreement, or any other document generated by you may change the terms of this Agreement, even if it is made expressly conditioned upon our acceptance of the additional document.
The Services are made available to you on a software-as-a-service (SaaS) basis through a web portal. The Services may be modified by us in our sole discretion, with or without notice, at any time. If we have modified the Services in a manner that materially reduces the value you obtain from the Services (e.g., by removing specific functionality without replacing it with substantially similar or improved functionality) then you may request to terminate or modify this Agreement. Your continued receipt and use of the Services following the modification to the Services shall conclusively demonstrate your acceptance of such modification.
We make the Services available 24 hours a day, 7 days a week, except for planned downtimes. For paid Customers, phone, email and in-app support is included at no cost. We accept email and in-app support questions 24 Hours per Day x 7 Days per Week. In-app support is available via the chat widget in the lower right hand corner of your account. We typically respond to email and in-app support questions within one business day; and usually much sooner.
You agree to pay any fees set forth in an Order Form (“Fee”) upon the terms described in the Order Form.
When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable.
The term of this Agreement shall be the period set forth in the Order Form, or if no term is set forth in the Order form, a period of one year, with renewal occurring automatically at the end of each year unless a party notifies the other not less than 30 days prior to the end of the then-current term that it intends to terminate this Agreement.
Company hereby grants you, subject to your compliance with this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Services. You may not download any portion of the Services or use of any Services other than for the purposes described in this Agreement or an Order Form. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company’s absolute discretion. Company’s logos and product and service names are trademarks of Company. All other trademarks appearing on the website or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to do the following things:
In order to use the Services, you must create an account (“Account”). You must not allow anyone other than yourself or an authorized employee or agent acting on your behalf (each, an “End User”) to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that End Users keep all Account login details and passwords secure at all times; (iii) that you remain solely responsible and liable for the activity that occurs in connection with your Account, (iv) that the Account login details may only be used by the number of End Users indicated on an Order Form; and (v) to promptly notify Company in writing if you become aware of any unauthorized access or use of your Account or the Service. You may use the Services to disable and enable certain Service features or activities at any time.
Your customers or other individuals or entities may use the Services to become ambassadors or advocates for your company (“Ambassadors”). When they agree to engage with you through use of the Services, they will be required to enter into an end user license agreement (“EULA”) with us that describes the relationship between us and your Ambassadors. You are not a third-party beneficiary to any EULA.
You may wish to have a separate agreement with your Ambassadors that describes (1) the commissions they may receive, (2) the legal relationships between you and your Ambassadors, and (3) any other terms and conditions related to the relationship between you and your Ambassadors. You will be solely responsible to communicate with Ambassadors which types of actions are eligible for compensation, the amount and timing of any compensation, and any communications between you and Ambassadors, even if those communications occur using the Services. We may provide you a template agreement for the purposes of forming your agreement with your Ambassadors, but you agree that you will not adopt the template we provide without seeking independent legal counsel regarding the template, and you agree to hold us harmless and indemnify us from and against any cost, judgment, settlement, liability, or other damages or claims (including without limitation attorneys’ fees and court costs) arising out of or related to your relationship with your Ambassadors.
If the Services include the ability to make payments to Ambassadors through a payment gateway integration (e.g., Paypal) within the Services, we will require that you provide us with a key or other API credentials (“Key”) in order for us to process such payments to Ambassadors. You authorize us to access and use such Key for those purposes only. To provide extra security and protect the confidentiality of your payment gateway integration, you will create a secret password that you will not disclose to us, and that password will be required to initiate payments to Ambassadors within the Services.
We do not warrant the correct functioning of any integration with Paypal, and except for gross negligence or intentional misconduct on our part, we shall not be responsible for any failure of the integration or damages arising out of the misuse or breach of the integration.
5.1. The Services we render to you will access and generate data regarding your customers and Ambassadors and their purchases, commissions, payments, and other interactions (“Your Data”). Your Data belongs exclusively to you. We may process Your Data in the course of providing the Services, but we do not own your Data, and we only access Your Data for the purposes of providing Services to you at your request. Your Data may be considered “Confidential Information” pursuant to the provisions of Section 9, but you acknowledge, notwithstanding the provisions of Section 9, that we may use your Data as provided in this Section 6.
5.2. You acknowledge and agree that Your Data may contain personally identifying information or personal data, as defined by the applicable laws which govern the use of data relating to identified or identifiable natural persons residing in the EU and/or the state of California in the United states, including the laws of the European Union (“EU”) Data Protection Act 1998, the EU General Data Protection Regulation (“GDPR”), and the California Consumer Protection Act effective as of January 1, 2020, as each of these laws are amended or replaced from time to time, and any other foreign or domestic laws to the extent that they are applicable to the personally identifiable or personal data you upload, transmit, post or process while using the Services (“Data Protection Laws and Regulations”).
5.3. You hereby grant Company a non-exclusive right and license to receive, retrieve, access, use, reproduce, display, publish, copy, transmit, process and store your Data in order to provide the Services to you. You retain ownership of Your Data. We may redact, anonymize, and/or aggregate Your Data with content and data from our other clients and/or e-commerce channels (“Data Aggregations”) for purposes including, without limitation, product and service development and commercialization and quality improvement initiatives. Company will redact or anonymize Your Data in such a way as to not divulge your Confidential Information (as defined below) or personally identifying information. All Data Aggregations will be the sole and exclusive property of Company.
5.4. You represent and warrant that: (i) you have lawfully obtained any personally identifying information or personal data described in Section 6.2 pursuant to any and all applicable and relevant Data Protection Laws and Regulations; (ii) you have appropriately disclosed to your End Users, customers, and Ambassadors how personally identifiable information or personal data will be used, processed, stored and/or shared pursuant to any and all applicable and relevant “Data Protection Laws and Regulations”; (iii) you are responsible for honoring any requests from your End Users or customers relating to the collection, use and storage of personally identifiable information or personal data as required by any and all relevant Data Protection Laws and Regulations; (iv) you own or have acquired the right to all of the intellectual property rights subsisting in the Data, and have the right to provide Company the license granted herein to the Data; and (ii) the Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party. You shall remain solely responsible and liable for your Data, including without limitation for your use of and reliance upon your Data, and you expressly release us from any and all liability arising from any such activities.
5.5. You acknowledge that: (i) the Services do not operate as an archive or file storage service; and (ii) you are solely responsible for the backup of Your Data; and (iii) you will lose access to any of Your Data that you delete. You may download certain of Your Data that you provided to us at any time during the term, or as otherwise set forth herein, provided you comply with this Agreement and Company’s security requirements.
5.6. You understand and acknowledge that the Internet and communications over it may not be secure, and that connecting to it provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. The information and data transmitted through the Internet (including, without limitation, Your Data) or stored on any equipment through which Internet information is transmitted may not remain confidential and Company makes no representation or warranty regarding privacy, security, authenticity, non-corruption or destruction of any such information. Use of any information transmitted or obtained over the Internet is at your own risk and Company shall not be responsible to you for any adverse consequence or loss whatsoever from use of the Internet.
When you visit our website or send emails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
The Services may be integrated with third-party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third- Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
You and our End Users may post, upload, and/or contribute (“post”) content to the Services (which may include, for example, pictures, text, messages, information, and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to any support community we may establish, as well as to any other part of the Services.
You promise that, with respect to any User Content you or your End Users post, (1) you (including your End Users) have the right to post such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company.
We may, but we have no obligation to, monitor, review, or edit User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in our sole discretion, violates the Agreement. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that you or your End Users post. We are not responsible for User Content, nor do we endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU OR YOUR END USERS POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
9.1. Each party agrees to hold the other’s Confidential Information in strict confidence and protect it from unauthorized dissemination and use with the same degree of care that each uses to protect its own like information, but not less than a reasonable degree of care. Each party shall limit the use and access to the others’ Confidential Information to those of its employees and contractors whose use or access is necessary to effect the purpose of the Order Form or this Agreement and who are under written contractual non-disclosure and non-use obligations that are no less restrictive or protective than the terms of this Section 9. Neither party will use the others’ Confidential Information for purposes other than those necessary or appropriate to exercise rights or fulfill obligations under the Order Form or this Agreement. Each party shall be liable for any unauthorized disclosure or use by its employees and contractors of the others’ Confidential Information.
9.2. “Confidential Information” means all information and data furnished by a party to the other or to which a party has been exposed in performance of the Order Form or this Agreement, which information and data have been marked or otherwise specifically identified as confidential or proprietary, or can by their nature reasonably be presumed to be confidential or proprietary including but not limited to personal information that is protected by law, in any form, including but not limited to inventions, discoveries, ideas, processes, products, designs, technology, specifications, software, equipment, trade secrets, pricing information, customer and supplier information, third party confidential information and all other information related to a party’s business. Confidential Information shall not include information which is: (i) publicly known and/or made generally available in the public domain, either prior to or after the time of disclosure by the disclosing party, through no wrongful act of the receiving party, (ii) already known by the receiving party at the time of disclosure through no wrongful act of the receiving party, (iii) rightfully obtained by the receiving party from a third party free of any obligation to such third party to keep it confidential, or (iv) independently developed by the receiving party without use of or reference to the disclosing party’s disclosure.
9.3. In the event that a party shall be required by legal or regulatory process to disclose Confidential Information of the other, it shall promptly (if legally permitted to do so) notify the disclosing party, reasonably cooperate therewith in seeking to quash such request or obtain an appropriate protective order, and only disclose such disclosing party’s Confidential Information to the extent required.
9.4. Each party shall advise the other promptly in the event it learns or has reason to believe that any person who has had access to the other’s Confidential Information has violated or intends to violate the terms hereof and reasonably cooperate with the other in seeking injunctive or other equitable relief. The obligations of confidentiality and non-use herein shall survive for the Term and for a period of five (5) years thereafter; provided, however, that with respect to Confidential Information that constitutes a trade secret, the obligations of confidentiality and non-use herein shall survive for so long as such Confidential Information constitutes a trade secret under applicable law, but in no event less than the Term and for a period of five (5) years thereafter; and similarly for Confidential Information including personal information that is protected by law, the obligations of confidentiality and non-use herein shall survive for so long as the information remains protected by law, but in no event less than the Term and for a period of five (5) years thereafter.
If you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (“Received Materials”), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.
Company shall be entitled to refer to you as a customer of Company and as a user of the Service, directly or indirectly, in any advertisement, news release, or publication, and may use your trade names and trademarks in connection with such usage, subject to any reasonable limitations or guidelines you may impose.
Company shall not be held responsible or liable for any actions taken by you, either wholly or in part, based on the Data or information provided to Company by you or any third party, or for any loss, damage, expense or injury resulting from any transactions conducted by you with any third party as a result, by way of or through the use of the Service. THE SERVICE, INCLUDING WITHOUT LIMITATION, ALL SOFTWARE, CONTENT, REPORTS AND INFORMATION PROVIDED AS PART OF THE SERVICE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. You assume all responsibility for the selection of the Service to achieve your intended results. In addition, since Company cannot verify all Data or information provided by you or other third parties, and errors in gathering or reporting such Data or information may occur, Company does not represent or warrant that the Services are always accurate, complete or current and shall not be liable for or responsible for decisions taken by you as a result thereof COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETE, ACCURATE, SECURE, UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT DEFECTS WILL BE CORRECTED. COMPANY DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY SOFTWARE, CONTENT, REPORTS, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICES AND YOUR DATA IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM THIRD PARTY’S HARDWARE, SOFTWARE, COMMUNICATIONS SERVICES OR MATERIALS, OR FROM TECHNICAL PROBLEMS, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH, THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, DELAYS OR INTERRUPTIONS OR OVERLOAD OF OUR OR OTHER SERVERS) ANY TELECOMMUNICATIONS, INTERNET PROVIDERS OR OTHER THIRD PARTY SERVICE PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent the above exclusions may not apply.
COMPANY AND YOU SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOSS OF GOODWILL, DATA LOSS, WORK STOPPAGE, OR COMPUTER FAILURE, DELAY OR MALFUNCTION) ARISING OUT OF THE ORDER FORM AND/OR THIS AGREEMENT OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF THE PARTY AGAINST WHOM A CLAIM IS ASSERTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN YOUR DUTY TO PAY FEES AS PROVIDED IN THE AGREEMENT OR APPLICABLE ORDER FORM, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY OR YOU TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR ANY CLAIMS AND DAMAGES ARISING FROM OR OUT OF THE ORDER FORM AND/OR THIS AGREEMENT OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICES (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR FIRST CLAIM. Applicable law may not allow the exclusion or limitation of liability, so to that extent the above limitations or exclusions may not apply.
The Services and all copyrights, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services are licensed, not sold, to you. This Agreement confers no title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.
Company warrants that the Services and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party; provided that you give Company notice of any infringement claim within seven (7) days after receiving notice of the claim. In response to such a claim, we may in our sole and absolute discretion either (1) make modifications to the Services to avoid infringement, (2) obtain a license to use the intellectual property that is alleged to be infringing, or (3) terminate this Agreement and refund the portion of any Fees paid in advance for time periods during which use of the Services is denied.
Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. Company and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
The Services are operated by Company from its offices in Utah in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services resides in the federal and state courts located in the State of Utah. You agree to and consent to jurisdiction and venue in the State of Utah. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
This Agreement is a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
Company will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control
In addition to the other provisions of this Agreement, you agree to defend Company from any actual or threatened third-party claim arising out of or based upon your use of the Services, your failure to comply with any of the provisions of applicable law, and your breach of any of the provisions of this Agreement. In addition, you agree to indemnify, defend, and hold harmless Company from and against: (a) all damages, costs, and attorneys’ fees finally awarded against Company in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Company in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims.
By entering into this Agreement, the parties hereto agree to abide by the provisions of the Data Protection Agreement (“DPA”) set forth at wooly.com/data as amended from time to time. The DPA includes the standard contractual clauses required by the GDPR, and the parties agree that they shall be bound by such standard contractual clauses as if they had independently affixed their signatures to such clauses.