The following Terms and Conditions govern our relationship with our clients
These Terms and Conditions Are Legally Binding
WareGator, Inc. is the owner and operator of the WareGator service (“the Service”). Your use of the Service is expressly conditioned on your acceptance of these WareGator Terms and Conditions (“Terms and Conditions”). By using the Service, you signify that you unconditionally agree and accept to be legally bound by these Terms and Conditions. No other terms or conditions of any sort in any document, writing or other communication whatsoever made by you to WareGator or its employees, representatives or agents in relation to the Service shall be applicable to or binding on WareGator.
Changes To This Agreement Or The Services.
WareGator reserves the right to alter these Terms and Conditions at any time. Such changes will be effective and legally binding on you when posted on our website for the Service or when we use reasonable efforts to notify you by other means. Please review these Terms and Conditions periodically for changes. Your continued use of this Service after amended Terms and Conditions is posted on this website or is otherwise brought to your attention signify that you agree and accept to be legally bound by the changes.
Grants of Licenses to Use
- WareGator hereby grants to you a limited, non-exclusive, non-transferable right to use the Service provided that you agree to the following: –
- WareGator may, at its sole and absolute discretion, without prior notice to you and without liability, reject, prevent, discontinue or suspend your account(s) and/or your use of the Service if, at its sole discretion, WareGator is of the opinion that your use does not meet WareGator’s specifications or guidelines, or which WareGator may consider to be inappropriate, illegal or harmful to its interests. If WareGator exercises its absolute discretion under this paragraph 3.1(a), it shall have no liability to refund any portion of your pre-paid subscriptions, if applicable. Without limiting or waiving any right against you that WareGator may have under the law or these Terms and Conditions in relation to any inappropriate, illegal or harmful use, WareGator reserves the right to deduct any costs, damages or expenses that it may have incurred in relation to such inappropriate, illegal or harmful use from your unused pre-paid subscriptions, if any, or to claim the same from you by any other means.
- You agree to comply with any policies or guidelines that WareGator may introduce or amend from time to time. WareGator’s policies or guidelines may relate to technical specifications, privacy, acceptable content, and any other matter, as the same may be amended by WareGator, at its absolute discretion, from time to time.
- You agree that you will not provide access to or furnish any part of the Service to any third party; modify, disrupt or interfere with the Service, supporting servers, or networks either manually or through the use of scripts, viruses, or worms; reproduce, duplicate, copy, deconstruct, sell, trade or resell the Service; or excessively overload the systems that WareGator uses to provide the Service.
- WareGator may, at its sole and absolute discretion and without prior notice to you, amend, suspend, vary or withdraw the Service, these Terms and Conditions and/or its website at any time and from time to time.
- You shall be solely responsible for your use of the Service and shall indemnify WareGator for, and hold WareGator harmless from, all loss, costs, and damages incurred by WareGator in connection with any claims by third parties against WareGator in relation to your use of the Service and in connection with your breach of these Terms and Conditions or any policies or guidelines that WareGator may introduce from time to time.
- You hereby represent, warrant and covenant to WareGator that at all times, (a) you have all rights, consents, licenses and permits that may be necessary or desirable for you to have in order to use the materials, graphics, logos, videos, data or information you input into the Service (where applicable) (“Your Content”) in the manner and the purpose for which you use Your Content; (b) all of Your Content comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party.
- You represent and warrant to WareGator that you have the full corporate rights, power and authority to agree to these Terms and Conditions and perform the obligations agreed by you, and that doing so does not and will not violate any agreement or obligation to which you are bound, or any applicable law, rule or regulation.
- You hereby agree that WareGator may, but is not obliged to, use your name and refer to you as a user of the Service in any publicity, press release, advertising or marketing material, throughout the world and using any form of media. If you wish to use or display WareGator’s trademarks or mention WareGator in any publication, website, press release or in any other manner, you must obtain the prior written consent of WareGator.
- You agree that you are solely responsible to obtain or provide any hardware or software that you may need to gain access to and use the Service, and for any damage or loss that you suffer as a result of the operation of such hardware or software, including incompatibility with any platforms used by WareGator in providing the Service.
- You agree that WareGator is the sole owner of and has the right to use any feedback you provide on the Service in any way whatsoever including to improve existing or create new products and services.
- WareGator reserves all rights in the Service not granted to you expressly in these Terms and Conditions.
- You hereby agree to grant WareGator a worldwide, royalty-free, non-exclusive license to publish, alter, adapt, compile, host and use (a) Your Content (including, without limitation, to reproduce in a material form, publish, perform, communicate to the public, and to make an adaptation of Your Content) for the purpose of providing you with the Service, and, (b) if WareGator provides any community forum for users of the Service to exchange user tips and publish their comments and opinions, any comments, opinions and other material you upload or publish on such a forum.
- By creating an account and subscribing for the Service or renewing your subscription for the Service, you indicate you agree to the charges imposed by: –
- WareGator for the particular services or products you have requested. You agree to comply with any payment terms that WareGator may impose from time to time. You may be required to pay WareGator in advance and/or an annual, half yearly, quarterly or monthly basis to use the Service. Your subscription may be renewed automatically on or close to its expiry at the subscription rates applicable at the time of renewal. However, even if a facility to renew your subscription automatically exists, it is solely your responsibility, and not that of WareGator, to ensure that your subscription is renewed prior to its expiry, failing which your ability to use the Service shall expire automatically. WareGator may not give you prior notice of an automatic renewal. If WareGator is unable to effect this automatic renewal for any reason whatsoever, your subscription will expire automatically. For subscribers choosing to pay by credit card, subscription fees for renewal may be charged to the credit card on record unless WareGator is notified of a change or cancellation in writing using the tools or means made available by WareGator.
- All sums payable by you to WareGator may be quoted exclusive of any goods and services tax, or any other taxes that may be levied on the subscription
- or charges levied by WareGator. As such, you agree that WareGator may charge you and/or the credit card on record for any taxes or charges that WareGator is required by any applicable law or regulation to levy on the subscription or charges.
Term and Termination
- WareGator shall have the right to terminate its relationship with you, without prior notice, if you breach or fail to comply with any provision of these Terms and Conditions. This Agreement and your ability to use the Service shall also automatically terminate upon the expiry of your subscription.
- After termination, WareGator may, at its sole discretion, maintain any data you have uploaded into its systems. However, you agree that other than any obligations expressly stated in these terms and Conditions, WareGator has no responsibility to you to maintain your user account or any of your data after termination and you shall hold WareGator harmless and free from any fees, damages, or claims you may suffer in relation to the same or any claims or actions you may have or face in relation to the same.
- If termination is due to your failure to renew your subscription on a timely basis, you may reactivate your account and access your data if renewal under such circumstances are enabled by WareGator. To do so you may have to pay any subscription fees or charges that may be imposed by WareGator, including reactivation fees (if any), within any period that may be stated by WareGator, failing which WareGator may permanently remove and delete your user account(s) and any data you have uploaded into its systems.
- WareGator will only provide an 85.0% refund of your most recent subscription fee if you provide written notice of cancellation within the Cancellation Window. For a monthly subscription fee, the Cancellation Window is 7 days from the date the subscription was paid for. For an annual subscription fee, the Cancellation Window is 60 days from the date the subscription was paid for.
- You or your customers, partners or associates, whichever may be applicable, are the owner of any data you upload into the Service (“Your Data”). You hereby agree that WareGator is the owner of all data other than Your Data, including any system generated data generated by the Service or any data compiled from data inputted into the Service by all users of the Service on an aggregate basis (“WareGator’s Data”). WareGator may use all of WareGator’s Data in any way it chooses including to improve or adapt its services, or to create or design new products and services.
Your account(s) and Password(s)
- The responsibility to keep secure and confidential any password(s) and user ID(s) WareGator may issue to you to access the Service, rests solely with you and the employees, representatives and agents of yours that are entrusted with the same. If you become aware of any unauthorized access to your account(s), or any misuse of your password(s) and user ID(s) you must activate the process put in place to disable your account(s) and/or re-issue new password(s) or user ID(s) as soon as possible.
- You agree that you are solely responsible for the actions and omissions of the person(s) you nominate as user(s) or administrator(s) of your account(s) for the Service. You also agree that WareGator may accept instructions and requests from and communicate with such person(s) until and unless WareGator receives notification that such person(s) are no longer your user(s) or administrator(s), and such instructions, requests and communications are valid and legally binding on you. In addition, you are responsible for any and all use of your account(s) by any persons who are in possession of your user ID(s) or password(s).
Your indemnity in Favour Of WareGator
If WareGator and/or any of their affiliates (collectively the “Indemnified Parties”) take any action to enforce any of the Terms and Conditions, you agree to indemnify and hold harmless the Indemnified, their affiliates, and their respective officers, directors, employees and agents from and against any and all claims, losses, costs, expenses, causes of action or demands, including reasonable legal and accounting fees, arising out of and relating to your use of the Service, and any and all breaches by you of these Terms and Conditions.
Service Level Agreement
The Service Level Agreement attached to these Terms and Conditions is incorporated into and form part of these Terms and Conditions.
UNLESS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, WAREGATOR MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND REGARDING ITS WEBSITE, THE SERVICE, THE PRODUCTS OR SERVICES AVAILABLE ON THIS WEBSITE AND/OR ANY MATERIALS PROVIDED ON THIS WEBSITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS WHERE IS” BASIS. WAREGATOR DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SERVICE, OR THIS WEBSITE. WAREGATOR EXPRESSLY DISCLAIMS ALL WARRANTIES, AND TERMS AND CONDITIONS IN RELATION TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AS TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A GENERAL OR PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE STATE OF WASHINGTON.
WAREGATOR DOES NOT WARRANT THAT THE SERVICE, THIS WEBSITE, ITS SERVERS OR ANY E-MAIL SENT FROM WAREGATOR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
FOR THE AVOIDANCE OF DOUBT, WAREGATOR DOES NOT GUARANTEE THE EFFECTIVENESS OF THE SERVICE.
WAREGATOR TAKES NO RESPONSIBILITY FOR THE SECURITY, CONFIDENTIALITY OR PRIVACY OF THE COMMUNICATIONS AND/OR DATA TRANSMITTED OVER THE INTERNET AND DOES NOT WARRANT (AND EXPRESSLY EXCLUDES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES) THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR OR LOSS OF CONTENT, DATA OR INFORMATION. IN ADDITION, WAREGATOR SHALL NOT BE LIABLE FOR ANY COMPATIBILITY ISSUES PERTAINING TO CUSTOMERS’ COMPUTERS, APPLICATIONS OR OTHER SOFTWARE ON ANY COMPUTERS USING THE SERVICE.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW IN NO EVENT SHALL WAREGATOR BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR FOR ANY LOST PROFITS OR LOST SAVINGS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
EQUITY, STRICT LIABILITY, STATUTE OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONN CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICE OR THIS SITE), OR (III) THE PERFORMANCE OR NON PERFORMANCE BY WAREGATOR EVEN IF THE WAREGATOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
If, notwithstanding the foregoing, WareGator should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this site, the Service or its content, to the full extent permitted by law the combined aggregate liability of WareGator shall in no event exceed the value of the monthly subscription for the Service paid by you or $1,000.00, whichever is lower. Further, WareGator’s liability to you in contract, tort, negligence, strict liability, under statute or otherwise will be reduced to the extent, if any, to which you contributed to the loss or damage.
WareGator has no responsibility for and is released from all contractual obligations and liability (e.g. for damages) if its performance of these Terms and Conditions is affected by an event of force majeure. For the purpose of this clause, the term “force majeure” means and includes any event which was not under the control of WareGator, or was not reasonably foreseeable, including, but not limited to any natural disaster such as thunderstorm, flood or storm, fire, national emergency, strike or equivalent labor action, or the unavailability of the Internet for reasons beyond the control of WareGator.
These Terms and Conditions are governed by the laws of the State of Washington. The parties agree to submit to the exclusive jurisdiction of the courts of the State of Washington. You may not assign your rights hereunder to any third party without the prior written consent of WareGator. No joint venture, partnership, employment, or agency relationship exists between you and WareGator. A person who is not a party to this Agreement shall have no rights to enforce any term of this Agreement. If any provision of these Terms and Conditions is found invalid or unenforceable by any State of Washington court, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. These Terms and Conditions constitute the entire understanding and agreement between WareGator and you and supercedes any and all prior understandings and/or agreements between the parties in relation to the Service. No purported waiver by WareGator of any of its rights hereunder or under any applicable law or regulation shall be valid unless made in writing by an authorized representative of WareGator. No change, amendment or modification of any provision of these Terms and Conditions will be valid unless set forth in writing and mutually agreed to by the parties.