This Agreement is for the use of wakeflow.io by You (the organisation or individual visiting this URL).
The parties to this Agreement are:
This Agreement is made up of the following:
In this Agreement the following terms have the meanings set out below:
To use the Automation Tool, You must log in using a recognised identity provider. In order to log in, you provide your email address, name, and (if available) your profile image.
In order to automate actions on SaaS Platforms You will be required to provide Wakeflow with delegated access to such platforms. Wakeflow will provide you with instructions about how to connect.
The Automation Tool accesses and copies Data in connection with your desired automations in order to be able to successfully carry them out. You give permission to Wakeflow to access and copy such Data. Wakeflow does not access any data not linked to the automations requested by You. You are solely responsible for any and all activities that occur under or in relation to the accounts You grant delegated access to.
The Automation Tool software is hosted by Wakeflow on a third party platform (such as Google cloud) and a copy of the Data is processed by Wakeflow. These Use Terms set out the terms that apply to the use of the software and Data.
The Automation Tool and Software Services are provided ‘as is’ with no warranty as to the automations carried out on Your behalf. Your use of the Automation Tool and any actions automatically carried out via the Automation Tool are for You to determine and Wakeflow accepts no responsibility or liability for Your use of the Reports. All implied warranties, including as to fitness for use, merchantability and ownership of the Automation Tool are hereby excluded to the maximum extent permitted by applicable law.
The Automation Tool is owned by Wakeflow and is subject to intellectual property rights. You will not attempt to copy, reverse engineer, duplicate, modify, create derivative works from or distribute all or any portion of the Automation Tool except if allowed by these Use Terms or as may be allowed by any applicable law which is incapable of exclusion by agreement. You may not remove any proprietary labels or notices on the software or use any device, software or routine that interferes with the operation of the Automation Tool.
The Automation Tool relies on Data collected from the SaaS Platforms connected to your Wakeflow account.
You own all rights, title and interest in and to all of the Data. In order to provide the Software Services, Wakeflow will process the Data and You give permission to such processing. The Data may include personal data, depending on which platforms you connect to the Automation Tool.
You shall pay the fees set out in the Your Account section of wakeflow.io (“Fees”), if applicable, for use of the Automation Tool and the Software Services.
The Fees will either be invoiced by Wakeflow monthly in advance starting on the date you activate the Software Service and shall be paid by You within 30 days of the date of the invoice or will be collected via an automated payment system as agreed with You. The date you are invoiced or the payment is collected (as the case may be) is the “Billing Date”.
If Wakeflow has not received the payment within 30 days of the Billing Date , Wakeflow
Wakeflow may adjust the Fees at any time by providing at least one month’s prior notice of its intention to adjust the Fees.
Each party may be given access to information of the other party that is confidential in nature. Confidential Information includes information relating to the Automation Tool and the Data. Confidential Information does not include information that:
Subject to clause 5.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than performance of its obligations under this Agreement.
A party may disclose Confidential Information if it is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction; provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 5.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
This clause 6 sets out the entire financial liability of Wakeflow (including any liability for the acts or omissions of its employees, agents and subcontractors) to You:
Except as expressly and specifically stated in this Agreement:
Wakeflow's aggregated liability under this Agreement shall in no event exceed the Fee paid by You in the year preceding any claim
Wakeflow's aggregated liability under this Agreement shall in no event exceed the Fee paid by You in the year preceding any claim for death or personal injury caused by the party’s negligence; for fraud or fraudulent misrepresentation; or for other liability that cannot be excluded by applicable law.
This Agreement shall commence on the date You activate the Software Service by logging into your account on wakeflow.io. It shall automatically renew for monthly periods but may be terminated by either party by giving 30 days’ written notice. Termination will be effective on the first Billing Date following expiry of the notice.
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
Upon termination of this Agreement, all licenses granted under this Agreement and the supply of the Software Services shall immediately terminate.
Sixty days after termination of the Agreement, Wakeflow may destroy or otherwise dispose of any of the Data in its possession.
No compensation is payable for termination by either party but this does not affect the rights or remedies of a party in the case of a breach of obligations under this Agreement.
Each party shall be excused from performing any obligation under this Agreement to the extent that and for so long as such performance is prevented or delayed by any other cause beyond its reasonable control such as, but not limited to,
In such an event, the affected party shall promptly notify the other party who may extend the time for performance of such obligation by a reasonable period.
Wakeflow shall acquire no rights over or interest in the Data; however, Wakeflow may use learnings, findings or intelligence acquired or assimilated by it as a result of providing the Software Services for the purposes of enhancing the Automation Tool and/or other services and products provided by Wakeflow.
The Automation Tool is subject to export, re-export, and import regulations in any applicable country, and You hereby agree the Automation Tool is not intended to be shipped, either directly or indirectly to any embargoed countries nor used for or in support of any prohibited activities. In the event You use the Automation Tool in, or accesses it from, a country other than the country in which You are domiciled, You assume the responsibility for compliance with all applicable export and re-export regulations, as the case may be.
Wakeflow shall be entitled to assign this Agreement in whole or in part to a company owned by or affiliated with Wakeflow or a company to which Wakeflow business relating to the Automation Tool is assigned or transferred. Otherwise, neither party may assign this Agreement without the consent of the other party.
Any notice under this Agreement shall be in writing and delivered to the address or e-mail address given by the other party for that purpose. This Agreement and the documents and policies referred to in it are the entire understanding between the parties on the use of the Automation Tool and Software Services. Any communications outside of those documents and policies are excluded. This Agreement shall be governed by and construed in accordance with the laws of England and the parties agree that any dispute or claim relating to it shall be settled by the courts of England.