These online Terms & Conditions (“Terms”) apply to new Order Forms (or renewals of existing Order Forms) effective on or after April 08, 2025. The Terms are between Wrike, Inc. or the Affiliate of Wrike, Inc. identified on an applicable Order Form referencing and incorporating the Terms as governing terms (“Wrike”) and the legal entity identified as the customer on such applicable Order Form (“Customer”), and are effective and legally binding as of the effective date of the first of such Order Forms executed by Wrike and Customer (the “Effective Date”). Wrike and Customer may each be referred to as a “Party” and collectively as “Parties” under the Terms. 

If you are an existing Customer and previously agreed to a version of the Terms before April 08, 2025, these updated Terms will go into effect upon the renewal date of your next Order Form or as otherwise stated in the Terms. Prior versions of the Terms are available here.

1. DEFINITIONS.

  1. “Account Owner” means the natural person who initially registered for the Customer Account or otherwise is the first natural person from Customer’s organization provisioned into the Customer Account. The Account Owner is deemed as an authorized representative for the Customer Account and any decision or action made by the Account Owner is deemed as a binding decision or action by the Customer.
  2. “Affiliate” of a Party means any entity that directly or indirectly controls, is controlled by, or is under common control with the Party. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 
  3. “Customer Account” means an account required for Customer to access and use the Service. Following expiration or termination of the Terms or suspension of Service, Wrike may convert such Customer Account to a free Customer Account (if available for the particular terminated, expired, or suspended Service Subscriptions), such Customer Account thereafter referred to herein as a “Free Customer Account.”
  4. “Customer Data” means all data or information submitted by or on behalf of Customer to the Service, but does not include Aggregated Anonymous Data (as defined below). 
  5. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. 
  6. “Order Form” means an ordering document prepared by Wrike and executed by the Parties that specifies the Service Subscription(s), Add-Ons, Professional Services, and/or Support Services purchased by Customer under the Terms. Each Order Form shall reference the Terms as governing terms and incorporate the Terms by reference. 
  7. “Personal Data” has the meaning set forth in the Wrike Data Processing Addendum available at https://www.wrike.com/legal/trust-center/  or substantially equivalent term set forth in a separate data processing agreement, signed between the Parties, and shall be limited in scope under the Terms to only such Personal Data included within Customer Data.
  8. “Professional Services” means any services available to Customer to implement and use the Service as detailed in the applicable Wrike Professional Services package description found on Wrike’s website or in a separate Statement of Work signed between the Parties, each of which may include one-time or recurring delivery of configuration, implementation, customization, consulting, and training services.
  9. “Published Documentation” means the documentation describing the Service, as may be updated from time to time, available to Customer at the Wrike Help Portal found on Wrike’s website or in the Service.
  10. “Service” means Wrike’s and/or its Affiliates’ hosted, on-demand, cloud-based service offerings subscribed to by Customer as identified in an Order Form, including any updates thereto. The Service as defined in the Terms shall not include Professional Services (if any) or Support Services. Wrike may update the Service at any time in its sole discretion, provided that updates shall not substantially diminish or eliminate the core functionality of the Service.
  11. “Statement of Work” or “SOW” means a separate document, signed by the Parties, that describes certain Professional Services purchased by Customer under the Terms. 
  12. “Subscription” means Customer’s paid-for subscription to access and use the Service on a per User, licensed basis pursuant to an applicable Order Form.
  13. “Subscription Term” means the then-current Initial Term or Renewal Term of the Subscription(s) set forth on applicable Order Form(s) during which Customer’s Users are authorized to use or access the Service pursuant to the terms set forth in the Terms, unless earlier terminated as set forth herein. 
  14. “Support Services” means the support services provided by Wrike as identified on an Order Form. In the event that the level of support is not identified on the Order Form, Customer shall receive the “standard” level of support that is included in the Service as defined at https://www.wrike.com/legal/enterprise-wsupport/. 
  15. “User” means an individual that is licensed by Wrike and authorized by Customer to access the Service under the Customer Account through Customer’s provision of a single, unshared User ID and password combination. Users may be provisioned licenses by Customer as Full Users or Limited Users, the rights and privileges of which are defined at https://www.wrike.com/types-of-licenses/, and may include Customer’s or Customer’s Affiliates’ employees, representatives, and agents. Customer shall purchase Subscription(s) to the Service for each User assigned a Full User license and may purchase additional Limited User licenses for accessing the Service.
  16. “Wrike Materials” means any materials that Wrike provides to Customer as part of, or in the course of providing, the Service. Customer agrees that Wrike Materials are Wrike’s Confidential Information, as defined in Section 7. Customer shall use the Wrike Materials only as expressly permitted in the Terms, or the applicable Order Form or Statement of Work. For purpose of clarity and avoidance of doubt, any Customer Data presented back to the Customer as a result of using the Service remains Customer Data, and not Wrike Materials.

2. SERVICES.

2.1 Provision of Service. In exchange for Customer’s payment obligations, Wrike shall make the Service available to Customer pursuant to the Terms and all Order Forms during the Subscription Term, solely for Customer’s own internal business purposes. Customer agrees that its purchase of the Service or the Professional Services is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Wrike with respect to future functionality or features. 

2.2 Customer Affiliates. In addition to any access rights a Customer Affiliate may have to the Service through the provisioning of Users by Customer into the Customer Account, a Customer Affiliate may acquire Service Subscriptions and/or associated Professional Services separate from Customer pursuant to the Terms by entering into a separate Order Form for the purchase of such services that references and adopts the Terms as governing terms. Such Order Form shall be a separate contract between Wrike and the Customer Affiliate, whereby the Customer Affiliate will be deemed “Customer” as such term is used solely or in combination with other terms in the Terms. Customer consents to adoption of the Terms by all Customer Affiliates. 

2.3 Additional Users; Add-Ons. Customer’s use of the Service shall be limited to the number of User licenses purchased by Customer in an Order Form for use during the Subscription Term. At any time, Customer may increase its number of User licenses by separate Order Form. Any increase in the number of User licenses shall be for the remainder of the Subscription Term regardless of usage and the number of User licenses may not be reduced during the Subscription Term. Customer may purchase for additional Fees enhancements and/or additional functionalities for the applicable Service for the respective Subscription(s) (collectively, “Add-Ons”). Add-Ons may be part of the Service or may be a Third Party Service (defined below) that are not part of the Service and that are not subject to the Terms. Customer’s use of Add-Ons that are a Third Party Service may be subjected to the terms of the Third Party Service provider.

2.4 Professional Services. In the event Customer purchases Professional Services, the following additional terms shall apply: (i) Wrike shall perform the Professional Services described in and in accordance with the schedule and delivery requirements set forth in the applicable Wrike Professional Services package description and associated Professional Services Terms & Conditions found on Wrike’s website or in the applicable Statement of Work; (ii) if Professional Services are delivered on-site at a Customer location, Wrike shall take all reasonably necessary precautions to prevent injury to any persons (including employees and other agents of Customer) or damage to property (including Customer’s property); and (iii) if Professional Services are delivered to Customer on a recurring basis, such recurring Professional Services must be purchased together and coterminous with a Service Subscription.

3.TERM AND TERMINATION.

3.1 Term. The Terms commence on the Effective Date and will remain in effect until expiration or termination of all paid-for Subscriptions and completion of any Professional Services, or as otherwise expressly stated herein. Any Order Form executed hereunder remains governed by the Terms for its then-current Subscription Term and/or completion of any Professional Services, irrespective of any earlier expiration or termination of the Terms. Expiration or termination of the Terms does not automatically terminate any applicable Order Form. 

3.2 Term of Subscriptions and Recurring Professional Services. The ”Initial Term” of each Subscription set forth on an Order Form will continue for the applicable subscription term outlined on such Order Form. Unless otherwise set forth on the relevant Order Form, each Subscription will automatically renew at the end of the Initial Term for successive twelve-month periods (each a ”Renewal Term”), together with any recurring Professional Services coterminous with such Subscription, each at Wrike’s then-current rates, unless Customer gives Wrike prior written notice (Section 11.2) of its intent not to renew such Subscription(s) and/or coterminous recurring Professional Services at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term of the applicable Subscription(s) (each a ”Renewal Date”). Customer authorizes Wrike to automatically charge Customer for all applicable Fees on or after the applicable Renewal Date. 

3.3 Termination for Cause. A Party may terminate the Terms, an Order Form, or a Statement of Work for cause: (i) if the other Party is in material breach under the Terms and fails to cure such breach within thirty (30) days of receipt of written notice (Section 11.2) of such material breach from the non-breaching Party; or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such proceeding is not favorably resolved within sixty (60) days.

3.4 Treatment of Customer Data Following Expiration or Termination. Customer agrees that following expiration or termination of the Terms, Wrike may immediately deactivate the Customer Account and any active Subscriptions associated with the Customer Account or may convert such Customer Account to a Free Customer Account (if available for the particular terminated or expired Subscriptions). Customer may not be able, or may have limited ability, to export Customer Data after deactivation of its Customer Account or conversion to a Free Customer Account and it is Customer’s sole liability to export the Customer Data from its Customer Account prior to expiration or termination of the Terms. If Customer requests its Customer Data within thirty (30) days of expiration or termination of the Terms, Wrike will make available to Customer an electronic copy of the Customer Data for an additional fee at Wrike’s then-current rates. After such 30-day period, Wrike shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited or the Customer Account is converted to a Free Customer Account, delete all Customer Data in its production Service environment in accordance with Wrike’s then-current practices. Wrike will automatically delete a converted Free Customer Account and any remaining Customer Data after such Free Customer Account has been inactive for one-hundred-eighty (180) days. Notwithstanding, Wrike may retain backup copies of Customer Data for security, backup, or business continuity purposes for a limited period of time in accordance with Wrike’s then-current practices. 

3.5 Effect of Termination. Except as otherwise expressly stated in the Terms or in instances of an uncured material breach by Wrike (Section 3.3), in which case Customer shall be entitled to a pro-rata refund of any pre-paid but unused Fees due on the Subscription Term, all Fees due within the Subscription Term shall accelerate and become immediately due for Customer’s not-for-cause termination of the Terms. Wrike shall not provide any refunds for Customer’s not-for-cause termination of the Terms, Order Form or Statement of Work. The following provisions shall survive any termination or expiration of the Terms: Sections 1; 3.4; 3.5; 4; 6.1, 6.3-6.7, 7, 8.2-8.4, 9-11.

4. FEES AND PAYMENT. 

4.1 Fees. Customer shall pay all fees specified in all applicable Order Form(s) and/or Statement(s) of Work (“Fees”). Except as otherwise specified herein or in any Order Form or Statement of Work, all Fees are quoted and payable in United States dollars, payment obligations are non-cancelable, and Fees paid are non-refundable. Fees for the Service, Add-Ons, Professional Services, and Support Services are based on the relevant products and services purchased and not on actual usage. For purposes of clarity, the Service Subscription(s), Add-Ons, Professional Services, and Support Services purchased cannot be decreased during a Subscription Term. 

4.2 Invoicing and Payment. Unless otherwise set forth in an Order Form, Customer will pay to Wrike (by wire transfer or other method mutually acceptable to the Parties) all Fees within thirty (30) days of the applicable invoice. Customer is responsible for providing complete and accurate billing address and contact information to Wrike. If Customer believes a particular invoice is incorrect, Customer must contact Wrike in writing ([email protected]) within thirty (30) days of such invoice date to be eligible to receive an adjustment or credit. Wrike may charge interest on past due Fees at the greater of 1.5% per month or the maximum rate permitted by applicable law. Customer also agrees to pay Wrike’s expenses, including reasonable attorneys and collection fees, incurred in collecting amounts not subject to a good faith dispute. 

4.3 Suspension of Service. If Customer is thirty (30) days or more overdue (except for charges then under reasonable and good faith dispute), then, following five (5) business days’ written notice and opportunity to cure (which notice may be provided via email), in addition to any of its other rights or remedies, Wrike reserves the right, but not the obligation, to suspend Customer’s access to the Service by either deactivating the Customer Account and all active Subscriptions associated with the Customer Account or by converting such Customer Account to a Free Customer Account (if available for the particular suspended Subscriptions) until such amounts are paid in full. For clarity and avoidance of doubt, Customer will continue to be charged and Customer shall promptly pay all Fees due under all applicable Order Forms and/or Statement(s) of Work during any period of suspension.

4.4 Taxes. Unless otherwise stated, Fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Wrike's net income or property. If Wrike has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.4, the appropriate amount shall be invoiced to and promptly paid by Customer, unless Customer provides Wrike with a valid tax exemption certificate authorized by the appropriate taxing authority. Wrike’s failure to charge appropriate Taxes due to incomplete or incorrect information provided by Customer shall not relieve Customer of its obligations under the Terms, including this Section 4.4.

4.5 Resellers and Payment Processors. Customers may elect to purchase certain Wrike products and services through an authorized reseller (or one of its Affiliates) (each a “Reseller”) or elect to pay for such products and services through a third party that processes Customer's payments (each a "Payment Processor"). Customer’s obligation for payment to, and relationship with, such Reseller or Payment Processor, including payment of fees required by such Reseller or Payment Processor, is between Customer and such Reseller or Payment Processor. If Customer elects to utilize a Reseller or Payment Processor in connection with the Service, Customer acknowledges and agrees that information about Customer, the Terms, and any Order Forms and SOWs associated with the Terms may be disclosed to such Reseller or Payment Processor to facilitate payment. 

5. MUTUAL RIGHTS AND RESPONSIBILITIES.

5.1 Wrike Responsibilities. Wrike shall: (i) not use or modify Customer Data except as otherwise set forth in the Terms; (ii) use commercially reasonable efforts to maintain the security and integrity of the Service, the Wrike Materials, and Customer Data at least as protective as the terms outlined in the Wrike Information Security Addendum located at https://www.wrike.com/legal/enterprise-winfosec/, such terms incorporated herein by reference; (iii) make the Service available in accordance with the terms of its Service Level Agreement located at https://www.wrike.com/legal/enterprise-wsla/ (“SLA”), such terms incorporated herein by reference; (iv) provide Support Services to Customer in accordance with the applicable Support Service purchased by Customer; and (v) process Personal Data on Customer’s behalf as set forth in the Wrike Data Processing Addendum available at https://www.wrike.com/legal/trust-center/, the terms of which are incorporated herein by reference unless a separate data processing agreement, signed between the Parties, governs the processing of such Personal Data. 

5.2 Customer Responsibilities. Customer is responsible for all activity that occurs within its Customer Account and for its Users’ compliance with the Terms in connection with Customer’s and its Users use of the Service. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data; (ii) provide any notices, obtain any consents or otherwise establish the legal basis necessary for Wrike to access and process Customer Data in accordance with the Terms; (iii) have sole responsibility for the legality and appropriateness of provisioning Users into the Customer Account, other than the initial Account Owner and Users provisioned into the Customer Account by Wrike in connection with the delivery of Professional Services; and (iv) prevent unauthorized access to, or use of, the Service in connection with Customer’s use of the Service, and notify Wrike promptly of any such unauthorized access or use.

5.3 Customer Use Restrictions. Customer shall, on behalf of itself and its Users, comply with the Wrike Acceptable Use Policy located at https://www.wrike.com/legal/aup/. Without derogating from Wrike’s termination rights above, Wrike may temporarily suspend the Customer Account and/or a User’s access the Service, in the event Customer’s or any of its Users’ breach of the Wrike Acceptable Use Policy. The afore-mentioned suspension rights are in addition to any remedies that may be available to Wrike under the Terms and/or in accordance with applicable law.

6. PROPRIETARY RIGHTS. 

6.1 Access to Service. In exchange for payment of the applicable Fees listed on an Order Form, and subject to the Terms and such applicable Order Form, Wrike grants Customer a worldwide, nonexclusive, royalty-free, nontransferable (except in instances of permissible assignment in Section 11.5) right, solely during the Subscription Term (i) to access and use the Service solely for Customer’s internal business purposes and (ii) to use the Wrike Materials solely in conjunction with Customer’s authorized use of the Service. Notwithstanding, Customer may continue to use Wrike Materials incorporated with Customer Data in the output generated and/or obtained from the Service solely for its own internal business purposes in perpetuity without any payment to Wrike. Customer shall not alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on or affixed to any Wrike Materials. 

6.2 Professional Services Customizations. In exchange for payment of the applicable Fees listed on an Order Form, and subject to the Terms and such applicable Order Form and/or SOW, Wrike grants Customer a worldwide, nonexclusive, royalty-free, nontransferable (except in instances of permissible assignment in Section 11.5) right, solely during the Subscription Term, to use all deliverables, pre-existing works, and derivative works of such pre-existing works, including all developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the Professional Services (collectively, “Customizations”) in conjunction with Customer’s authorized use of the Service.

6.3 Customer Data. As between Wrike and Customer, Customer retains ownership of all rights, title and interest in and to all Customer Data. Customer Data is deemed the Confidential Information of Customer under the Terms. Solely for the duration of the Subscription Term, Customer grants Wrike a worldwide, non-exclusive, non-transferable (except in instances of permissible assignment in Section 11.5), sublicensable, royalty-free license to use Customer Data solely to provide the Service and Professional Services to Customer.

6.4 Aggregated Anonymous Data. Wrike may aggregate the metadata and usage data of Customer and/or Users collected or otherwise made available through the Service so that the results are non-personally identifiable with respect to Customer or Users (“Aggregated Anonymous Data”). The Aggregated Anonymous Data will be deemed Wrike Technology, and Customer acknowledges that Wrike may use the Aggregated Anonymous Data, both during and after the Term; (i) for its own internal, statistical analysis; (ii) to develop and improve the Service; and (iii) to create and distribute reports and other materials regarding use of the Service. For purposes of clarity, nothing in this Section 6.4 gives Wrike the right (or ability) to publicly identify Customer or any User as the source of any Aggregated Anonymous Data. 

6.5 Wrike Technology. As between Wrike and Customer, Wrike alone shall own all right, title and interest in and to the Service, Wrike Materials, Product Documentation, Customizations, Aggregated Anonymous Data, and all technology, software, data, methodologies, improvements, and documentation used by Wrike to provide or made available in connection with the Service, Wrike Materials, Product Documentation, and Customizations, and all Intellectual Property Rights in and to the foregoing (collectively, “Wrike Technology”). Except for the limited rights expressly granted to Customer hereunder, Wrike reserves all rights, title and interest in and to the Wrike Technology and no rights are granted to Customer hereunder other than as expressly set forth in the Terms.

6.6 Trademarks. Wrike and its Affiliates’ names and logos and the product names associated with the Service, Wrike Materials, Product Documentation, and Customizations are the trademarks of Wrike, its Affiliates, or Third Party Service providers, and no right or license is granted to use them, except as expressly set forth in the Terms.

6.7 Feedback. Customer may be asked to provide suggestions, ideas, recommendations, bug fixes, corrections, or other feedback (“Feedback”) regarding the Service and/or Professional Service, though Customer is under no obligation to provide Feedback. Customer agrees that if Customer provides Feedback, Wrike is free to reproduce, make, use, create derivative works of, publicly perform, display, import, transmit, distribute, license, sell, offer to sell, or otherwise dispose of such Feedback without payment of compensation or any other obligation of any kind to Customer. Wrike will not identify or name Customer as the source of any Feedback.

7. CONFIDENTIALITY.

7.1 Definition of Confidential Information. As used herein, "Confidential Information" means all information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or proprietary or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including, without limitation: (i) the terms and conditions of the Terms (including pricing and other terms reflected in all Order Forms and Statements of Work hereunder); (ii) Customer Data; (iii) a Party’s Intellectual Property Rights, whether or not the same has been patented or the copyright thereto registered, is the subject of a pending patent or registration application, or forms the basis for a patentable invention; (iv) a Party’s proprietary technology including, in the case of Wrike, the Wrike Technology; (v) information to support an audit or a Party’s compliance with the Terms, including, without limitation, Wrike’s security information and reports; (vi) information related to the Parties’ existing or expanded commercial relationship, including, without limitation, information exchanged between the Parties and/or the Parties’ Affiliates related to an RFP/RFQ for expanded use of the Service; and (vii) each Party’s respective business and marketing plans, technology and technical information, product designs, strategies, forecasts, projects, analyses, financial information and fee structures, methods and models, and business processes. The obligations in this Section 7 shall not apply to any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality; (c) was independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party; or (d) is lawfully received from a third party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality.

7.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Terms, except with the Disclosing Party's prior written consent. Either Party may disclose Confidential Information to its and its Affiliates’ personnel, auditors, or financial advisors who are subject to confidentiality obligations comparable in scope to those herein, which in no event require less than a reasonable standard of care. Notwithstanding anything contrary in the Terms, Wrike may disclose the existence or terms of the Terms to third parties who are under confidentiality obligations to Wrike no less protective of Customer than the confidentiality terms set forth herein when in relation to due diligence efforts related to bank lines, equity funding, IPO, or changes in control with a merger or acquisition; provided that, Wrike shall be liable for a breach of this Section 7.2 by any such third parties. 

7.3 Protection. The Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care. 

7.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at the Disclosing Party's sole expense, if the Disclosing Party wishes to contest the disclosure.

8. WARRANTIES AND DISCLAIMERS.

8.1 Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into the Terms. Wrike represents and warrants that it will comply with all applicable laws and regulations to the extent such laws and regulations apply to Wrike’s provision of the Service, Wrike Materials, and Professional Services under the Terms, without regard to Customer’s particular use of the Service or the applicability of any laws or regulations specific to Customer or its industry. Customer represents and warrants that it will comply with all applicable laws in using the Service and is entitled to transfer, and will comply with all applicable laws in transferring, Customer Data to Wrike so that Wrike and its authorized third-party contractors may lawfully use, process, and transfer the Customer Data in accordance with the Terms on Customer’s behalf. 

8.2 Limited Warranty for Service. Wrike represents and warrants that the Service will operate during the applicable Subscription Term materially as described in the applicable Published Documentation under normal use and circumstances. Upon receipt of Customer’s written notice of an alleged failure to comply with this warranty, Wrike will use commercially reasonable efforts to cure or correct the failure. If Wrike has not cured or corrected the failure within thirty (30) days following its receipt of such notice, then Customer may terminate the applicable Subscription(s) and Wrike will issue pro-rata refund of any prepaid and unused Fees covering the terminated portion of the Subscription Term of such Subscription(s). Notwithstanding the foregoing, this warranty will not apply to any failure due to a defect in or modification of a Service that is caused or made by Customer, any User, or any person acting at Customer’s direction. This Section 8.2 sets forth Customer’s exclusive rights and remedies and Wrike’s sole liability in connection with this warranty.

8.3 Limited Warranty for Professional Services. Wrike represents and warrants that Professional Services in a competent and workmanlike manner in accordance with the applicable Order Form and/or Statement of Work. Upon receipt of Customer’s written notice of an alleged failure to comply with this warranty no later than thirty (30) days following the completion of Professional Services, Wrike will either: (i) use commercially reasonable efforts to cure or correct the failure; or (ii) terminate such Professional Services and issue a pro-rata refund of any prepaid and unused Fees covering the terminated portion of the Professional Services. This Section 8.3 sets forth Customer’s exclusive rights and remedies and Wrike’s sole liability in connection with this warranty.

8.4 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THE TERMS, WRIKE, ITS AFFILIATES, SUPPLIERS, RESELLERS, AND ITS LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICE, THE PROFESSIONAL SERVICES, AND OTHER SUBJECT MATTER OF THE TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WRIKE DOES NOT WARRANT THAT THE SERVICE OR THIRD PARTY SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST AND MAY AFFORD CUSTOMER VARYING RIGHTS.

9. INDEMNIFICATION. 

9.1 Indemnification by Wrike. Wrike will defend Customer and its respective officers, directors, and employees (“Customer Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by an unaffiliated third party alleging that Customer’s use of the Service or Customizations in accordance with the Terms infringes an unaffiliated third party patent, copyright, or trademark or misappropriates an unaffiliated third party’s trade secrets (each, a “Claim Against Customer”). Wrike will indemnify Customer Parties for any finally awarded damages or settlement amount approved by Wrike in writing to the extent arising from a Claim Against Customer, and any reasonable attorneys’ fees of Customer associated with providing written notice of a Claim Against Customer to Wrike. Notwithstanding the foregoing, Wrike has no obligation or liability under this Section 9.1 to the extent any Claim Against Customer arises from: (i) Customer’s use of the Service or Customization in combination with technology or services not provided by Wrike if the Service or Customization or use thereof would not infringe without such combination; (ii) Customer Data; (iii) Wrike’s compliance with designs, specifications, or instructions provided in writing by Customer if such infringement would not have occurred but for such designs, specifications, or instructions; or (iv) use of the Service or Customizations by Customer after notice by Wrike to discontinue use. If Customer is enjoined or otherwise prohibited from using any of the Services or Customizations or a portion thereof based on a Claim Against Customer, then Wrike will, at Wrike’s sole expense and option, either: (a) obtain for Customer the right to use the allegedly infringing portions of the Service or Customizations; (b) modify the allegedly infringing portion of the Service or Customizations so as to render it non-infringing without substantially diminishing or impairing its functionality; or (c) replace the allegedly infringing portions of the Service or Customizations with non-infringing items of substantially similar functionality. If Wrike determines that the foregoing remedies are not commercially reasonable or possible, then Wrike will terminate the applicable Order and issue a pro-rata refund of prepaid and unused Fees covering the terminated portion of the applicable Service. 

9.2 Indemnification by Customer. To the extent permitted by applicable law, Customer will defend Wrike and/or Wrike’s Affiliates providing the Service, and their respective officers, directors, and employees (“Wrike Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by an unaffiliated third party alleging a violation of applicable law and/or the unaffiliated third party’s rights, in each case, arising from Customer's provision of or any use of Customer Data in connection with the Service (each, a “Claim Against Wrike”). Customer will indemnify Wrike Parties for any finally awarded damages or settlement amount approved by Customer in writing to the extent arising from a Claim Against Wrike, and any reasonable attorneys’ fees of Wrike associated with providing written notice of a Claim Against Wrike.

9.3 Conditions. A Party’s obligations to defend a Claim Against Customer or a Claim Against Wrike (each, a “Claim”) and indemnify under Section 9 (Indemnification) are conditioned on the other Party: (i) providing timely written notice of the Claim to the defending Party; (ii) giving the defending Party the right to fully control the defense and settlement of the Claim provided, however, that any settlement unconditionally releases Customer Parties or Wrike Parties subject to the Claim of all liability and does not, without the other Party’s prior written consent, make any admissions on behalf of or include payment of any amounts by the other Party; and (iii) at the defending Party’s expense and request, cooperating as necessary to defend the Claim. Section 9 sets forth the defending Party’s sole liability, and the other Party’s exclusive remedy, for any type of Claim described in Section 9.  

10. LIMITATION OF LIABILITY. 

10.1 Exclusion of Consequential and Related Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS LICENSORS FOR ANY LOST PROFITS, GOODWILL, REVENUES, LOSS OF DATA, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, COVER, BUSINESS INTERRUPTION, OR CONSEQUENTIAL DAMAGES HOWEVER ARISING AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

10.2 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS (SECTION 9) OR CUSTOMER’S BREACH OF USE RESTRICTIONS (SECTION 5.3) (IN EITHER CASE WHERE LIABILITY IS UNCAPPED), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID (OR DUE) FROM CUSTOMER UNDER THE APPLICABLE ORDER FORM OR STATEMENT OF WORK IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11. GENERAL PROVISIONS.

11.1 Relationship of the Parties. The Parties are independent contractors. The Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Wrike may have its rights and obligations under the Terms exercised or performed by its Affiliates and third-party contractors. Wrike shall be responsible for such Affiliates’ and third-party contractors’ acts and omissions with respect to the Terms as if such acts and omissions were Wrike’s own. Notwithstanding, the Terms is entered into solely by and between Wrike and Customer, and no Affiliate of either Party or third-party contractor shall be considered a party to the Terms.

11.2 Notices. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given upon (i) the date it was delivered by courier; or (ii) if sent by certified mail return receipt requested, on the date received, in each case addressed to the addresses set forth below and, if to Wrike, to the attention of the Legal Department with copy by email to [email protected], and, if to Customer, to the attention of the signatory of the Terms, or to such other address or individual as the Parties may specify from time to time by written notice to the other Party.

11.3 Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under the Terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

11.4 Severability. If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms shall remain in full force and effect. 

11.5 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign the Terms in its entirety (including all Order Forms and Statements of Work), without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Any attempt by a Party to assign its rights or obligations under the Terms in breach of this Section 11.5 shall be void and of no effect. Subject to the foregoing, the Terms shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. 

11.6 Governing Law and Venue. The Terms and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act. The Parties consent to exclusive personal jurisdiction and venue in the State and Federal courts in San Diego County, California, U.S.A. 

11.7 Injunctive Relief. The Parties acknowledge and agree that any breach or threatened breach of the Terms may cause harm for which money damages may not provide an adequate remedy. Accordingly, the Parties agree that in the event of a breach or threatened breach of the Terms, in addition to any other available remedies, each Party may seek temporary and permanent injunctive relief without the need to post any bond or other security that otherwise may be required under applicable law.

11.8 Third Party Services. The Service may contain features or functions that enable interoperation with third party products, services, or content (each, a “Third Party Service”). Wrike may also provide access to Third Party Services directly within the Service. Third Party Services and Customer content, including Customer Data, within Third Party Services are not part of the Service, are not warranted or supported by Wrike, and are not subject to the Terms. To the extent a Third Party Service accesses Customer Data, the processing of Customer Data once transferred to and within the Third Party Service shall be governed solely by the terms, if any, of the Third Party Service provider and in no event will Wrike be responsible for any use, disclosure, modification, or deletion of such Customer Data, or for any act or omission by such Third Party Service provider or its services, once transferred to and within the Third Party Service. Customer’s use of such Third Party Services is solely the responsibility of Customer and the Third Party Service provider.

11.9 Force Majeure. A Party is not liable for delay or default under the Terms (other than obligations of payment) if such delay or default is caused by conditions beyond its reasonable control and the Party suffering from any such conditions uses reasonable efforts to mitigate against the effects of such conditions.

11.10 Publicity. Either Party may reference the name and logo of the other Party in lists of customers or vendors. Either Party may issue press releases relating to the Terms with the other Party’s prior written consent. 

11.11 Insurance. Wrike will procure and maintain at its expense commercially reasonable insurance coverage during the Subscription Term, evidenced by Wrike’s certificate of insurance (available to Customer once annually, upon request). 

11.12 Limited In-Service Activations. The sole Account Owner may activate Free Trial Services and purchase Service Subscriptions and Add-Ons to Customer's then-current Subscriptions (each, an "In-Service Activation") from within the Customer Account management portal. Customer agrees the Account Owner has the full legal authority to activate/purchase such In-Service Activations and to accept and bind Customer to any additional terms governing Customer's use of such In-Service Activations. Following activation/purchase of an In-Service Activation, Customer's continued use of any In-Service Activation shall be subject to its ongoing compliance with the Terms and the applicable In-Service Activation terms of use.

11.13 Free Trials and Free Customer Account. If Customer uses any Wrike service, functionality, Add-On, or the like that Wrike makes available to Customer to try at Customer’s option, at no additional charge, and which is clearly designated as “beta,” “trial,” “pre-GA,” “pilot,” “developer preview,” “free trial,” “evaluation,” “proof of concept,” “sandbox,” or by a similar designation (collectively, a “Free Trial Service”), Wrike will make such Free Trial Service available to Customer on a trial basis, free of charge, until the earlier of (i) the end of the free trial period for which Customer agreed to use such Free Trial Service; (ii) Customer converting the Free Trial Service into a paid-for Service Subscription and/or Add-On (“Converted Paid-For Service”), following which, Customer’s continued use of the Converted Paid-For Service shall be subject to Customer’s ongoing compliance with the Terms, and any free trial terms and conditions shall no longer apply to the converted Free Trial Service; and (iii) termination of the Free Trial Service by Wrike in its sole discretion. A free trial period may be extended upon mutual agreement by Wrike and Customer. Notwithstanding anything to the contrary in this Agreement, a Free Trial Service and Free Customer Account is provided “AS IS.” WRIKE MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL SERVICE OR FREE CUSTOMER ACCOUNT. WRIKE SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL SERVICE OR FREE CUSTOMER ACCOUNT, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE WRIKE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A FREE TRIAL SERVICE OR FREE CUSTOMER ACCOUNT IS $100 USD. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 10 (“LIMITATION OF LIABILITY”), CUSTOMER SHALL NOT USE THE FREE TRIAL SERVICE OR FREE CUSTOMER ACCOUNT IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A FREE TRIAL SERVICE OR FREE CUSTOMER ACCOUNT. ANY DATA AND CONFIGURATIONS ENTERED INTO CUSTOMER’S FREE TRIAL SERVICE ACCOUNT OR FREE CUSTOMER ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE FREE TRIAL SERVICE OR FREE CUSTOMER ACCOUNT. 

11.14 Entire Agreement; Counterparts. The Terms, including all exhibits and addenda hereto and all Order Forms and Statements of Work, constitutes the entire agreement between the Parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. For purposes of clarity, any non-disclosure or confidentiality agreement between the Parties (if any) is terminated and completely superseded by the Terms and all information that had been considered “Confidential Information” under such agreement will instead be treated as “Confidential Information” of the relevant Party under the Terms. The Parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of the Terms, express or implied, except for the representations and warranties set forth in the Terms. To the extent of any conflict or inconsistency between the provisions in the body of the Terms and any exhibit or addendum hereto or any Order Form or Statement of Work, the terms of such exhibit, addendum, Order Form or Statement of Work shall prevail. No terms or conditions set forth on any Customer, Reseller, or Payment Processor purchase order, vendor/supplier registration from, online portal, preprinted form, or document shall add to or vary the terms and conditions of the Terms, and all such terms or conditions shall be null and void. The Terms and any Order Form or Statement of Work executed hereunder may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.

11.15 Modifications. Wrike reserves the right to revise the Terms during the Subscription Term of any Subscription(s) set forth on an Order Form by publishing a revised version the Terms at https://www.wrike.com/legal/enterprise-wmsa/ (“Updated Terms”). Once published, such Updated Terms shall apply and bind the Parties upon the earlier of: (i) the start of the next Renewal Term, if any, of the Subscription(s) set forth on such Order Form; and (ii) activation/purchase of an In-Service Activation under Section 11.12.