Last updated November 3, 2020
These terms govern your use of our web sites, products and services ("Services"). The Services are provided by Waterwheel Software, Inc. ("Waterwheel", "we", "us", "our"), with its mailing address at PO Box 1173, Los Altos, California 94023.
You may not republish or redistribute our Services (including republication on another website).
You may not sell, rent or sub-license our Services or reproduce, duplicate, copy or otherwise exploit our material for a commercial purpose without our prior written consent.
You may not edit or otherwise modify our material.
You may not use our Services in any way that causes, or may cause, damage to our Services or impairment of the availability or accessibility of our Services, or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You may not use our Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You may not use our Services to transmit or send unsolicited commercial communications.
You may not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Services without Waterwheel's express written consent.
You may not reverse-engineer our Services.
You may not, if you are our direct competitor, access our Services without our prior written consent for purposes of monitoring their availability, performance, functionality or any other benchmarking or competitive purpose.
"Your Content" means material (including without limitation data, text, images, audio material, video material and audio-visual material) that you submit to the Services for whatever purpose.
Your Content may not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or Waterwheel or a third party (in each case under any applicable law).
You may not submit any content to the Services that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
Waterwheel reserves the right to edit or remove any material submitted to or stored on Waterwheel's servers, or hosted or published using our Services.
When you sign up for a Waterwheel account, we'll retain Your Content for as long as your account is in existence or as long as we need it to provide you our Services.
"Confidential Information" means information disclosed by one of us to the other that is marked as confidential or would normally be considered confidential under the circumstances. Your Content is your Confidential Information.
Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates' employees and agents in violation of this section.
Confidential Information does not include information that: the recipient of the Confidential Information already knew; becomes public through no fault of the recipient; was independently developed by the recipient; or was rightfully given to the recipient by another party.
Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible, uses commercially reasonable efforts to notify the other party and gives the other party the chance to challenge the disclosure.
Intellectual Property Rights
This agreement does not grant you or us any rights, implied or otherwise, to each other's content or any of the other's intellectual property. You own all Intellectual Property Rights in Your Content; Waterwheel owns all Intellectual Property Rights in the Services.
Third-Party Sites and Content
Our Services may contain links to third-party web sites or services that are not owned or controlled by Waterwheel. Waterwheel has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Waterwheel shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
Modifying Our Services
We may add or remove functionalities or features and we may suspend or discontinue a Service. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice.
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER WATERWHEEL NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES AS IS.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
Liability for Our Services
WHEN PERMITTED BY LAW, WATERWHEEL AND WATERWHEEL'S SUPPLIERS AND DISTRIBUTORS WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF WATERWHEEL AND ITS SUPPLIERS AND DISTRIBUTORS FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).
IN ALL CASES, WATERWHEEL AND ITS SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Organization Use of Our Services
If you are using our Services on behalf of an organization, that organization accepts these terms. It will hold harmless and indemnify Waterwheel and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorney's fees.
If you do not agree to the revised terms for a Service, you should discontinue your use of that Service.
If there is a conflict between these terms and the revised terms, the revised terms will control for that conflict.
If any provision of these terms is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of these terms.
Law and Jurisdiction
The laws of California, U.S.A., will apply to any disputes arising out of or relating to these terms or our Services. All claims arising out of or relating to these terms or our Services will be litigated exclusively in the federal or state courts of San Francisco County, California, USA, and you and Waterwheel consent to personal jurisdiction in those courts.
Contact us at firstname.lastname@example.org or 650-941-4121.
The following additional terms apply if your organization is using Tracker 8:
You need a Waterwheel account to use Tracker 8.
Your organization may specify one or more users who will have the right to access and administer your organization's user account(s) ("Organization Administrator"). You agree that Waterwheel's responsibilities do not extend to the internal management or administration of Tracker 8 for your organization and that Waterwheel is merely a data-processor.
You will use commercially reasonable efforts to prevent unauthorized use of Tracker 8 and to terminate any unauthorized use. You will promptly notify Waterwheel of any unauthorized use of, or access to, Tracker 8 of which you become aware.
Payment Terms for Paid Accounts
You may elect one of the following options for Tracker 8 billing and payment:
Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Waterwheel in collecting such delinquent amounts, except where such delinquent amounts are due to Waterwheel's billing inaccuracies.
You will pay Waterwheel for Tracker 8 without any reduction for taxes. If Waterwheel is obligated to collect or pay taxes, they will be billed to you unless you provide a valid tax exemption certificate authorized by the appropriate taxing authority.
If you require a purchase order number on your invoice, inform us and we will include your purchase order number on invoices following receipt. If you do not provide a purchase order number: you waive any purchase order requirement, Waterwheel will invoice you without a purchase order number, and you agree to pay invoices without a purchase order number referenced. Any terms and conditions on a purchase order are null and void.
Suspension and Termination
You can stop using Tracker 8 and/or terminate your Waterwheel account at any time for any reason, but Waterwheel will not refund fees previously paid unless required by law.
If you do not pay delinquent fees within thirty days of their due date, Waterwheel may suspend your use of Tracker 8 until you pay all outstanding fees.
Waterwheel may terminate your account if there is no account activity for over 12 months. We will aattempt to warn you by email before doing so.
Waterwheel may also terminate your account if you do not pay delinquent fees within 90 days of their due date, you use the Services in a way that causes legal liability to us or disrupts others' use of the Services, you are in material breach of this agreement and fail to cure that breach within thirty days after receipt of written notice, or you cease business operations or become subject to insolvency proceedings and the proceedings are not dismissed within ninety days.
If this Agreement terminates, then: the rights granted by one party to the other will cease immediately (except as set forth in this Section); Waterwheel will provide you access to, and the ability to export, Your Content for a commercially reasonable period of time at Waterwheel's then-current rates for the applicable Services; after a commercially reasonable period of time, Waterwheel will delete Your Content; and upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.