“Affiliate” means any entity and/or related subsidiary that are under common control of 2wrap, whether directly or indirectly, via any number of intermediaries as determined by 2wrap.
“Client” means any authorized User that is validly registered through the Site (as determined by 2wrap) and seeks to obtain wrap installment services from another duly authorized User known as a Provider.
“Engagement” means the accepted service relationship between a Provider and a Client as governed by the Service Contract on the Site.
“Provider” or “Provider User(s)” means any validly registered and authorized User utilizing the Site for the promotion, advertisement, and provision of Services to Clients on the Site.
“2wrapUSA” means instances whereby 2wrap self-performs Services for Clients on the Site. Except where specifically stated, the term “Provider” includes 2wrapUSA.
“Provider Fees” means: A Fixed-Price Contract—The fixed dollar or EURO fee(s) agreed upon between Client and Provider for a specific Service Contract.
“Payment Method” means any valid credit card or related payment option issued by a bank and approved by 2wrap, Stripe, Square or Paypal, debit card, bank account linked to your 2wrap Account, or any other form or method of payment as determined by 2wrap in its sole discretion.
“Reservation(s)” shall mean an appointment for Provider services that may be subject to credit card pre-authorization policies, cancellation fees, and missed appointment fees.
“Service Contract” shall mean the contract terms and conditions between a Client and Provider for the specific Engagement of Provider Services, i.e. namely vehicle wrap related services.
1. SERVICE USE REQUIREMENTS.
The Services provided by 2wrap are only available to individuals 18 years or older.
Use Eligibility and Limitations.
You agree to use the Services for purposes only permitted by this Agreement, and to the extent permitted only by applicable law or regulations. The Provider and 2wrapUSA Services are offered only for business purposes and your registration indicates your representation that you have an independent business (irrespective of corporate entity type) and electing to use our Services for that express purpose. Furthermore, each Provider, exclusive of 2wrap USA, represents and warrants that they have entered an approved Licensing Agreement with 2wrap.com and are bound by those specific terms and these terms herein. You acknowledge and understand that any licensing or registration requirements by the appropriate jurisdictions(s) governing your business are your sole responsibility.
User Accounts and Devices.
2wrap reserves the right to limit the number of accounts created from a particular device and the numbers of devices associated with a user account.
2wrap’s services and its related features may not be available in all languages and/or all countries. Given this possibility, 2wrap makes no representation that its services and related features are appropriate or available for use in any specific location. In your election to use and access the services, you do so upon your own initiative and compliance with local laws.
2wrap reserves the right to change, modify, or adjust the terms of this Agreement in its sole discretion and at any time. 2wrap will make best efforts to communicate such changes, modifications, and/or adjustments to the Agreement terms to you. Continued use of the services after changes, modifications, and/or adjustments to this Agreement constitutes your consent to the revised terms. If you do not agree to 2wrap’s changes, modifications, and/or adjustments to the terms of this Agreement then you can promptly terminate the services. Additionally, 2wrap reserves the right in its sole discretion to service all records associated with service accounts.
2. SERVICE FEATURES
Location Based Information.
In order to offer best-in-class services, 2wrap and its partners and/or licensors may provide features or services that rely upon location-based data for your devices. These provided features or services require 2wrap and its partners and/or licensors to collect, use, transmit, maintain and process your location data. In order to utilize these GPS location-based information services, users must adjust their device settings to allow location sharing in order to engage in the provided services.
You may elect to withdraw consent from 2wrap and its partners and/or licensors from the collection, use, transmission, maintenance and processing of your location data by changing the geo-location settings on your particular device. In the event you would like to remove all collection information, you may do so by uninstalling our services application by initiating the uninstall processes specific to your device and deleting your user account.
As part of its current backup protocol, 2wrap creates regular backups for user data and content. However, even with reasonable skill and careful backup measures 2WRAP DOES NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE, ACCESS, OR DISSEMINATE THROUGH OUR SERVICES WILL NOT BE SUBJECT TO DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. AS SUCH, 2WRAP WILL NOT BE RESPONSIBLE FOR INSTANCES OF DAMAGE, LOSS, CORRUPTION OR REMOVAL OF YOUR CONTENT. You acknowledge and agree that you are responsible to maintain proper backup measures for your content and related data.
Merchandise Purchases— (Terms of Sale and Risk of Loss).
2wrap website(s) allow a registered user the ability to purchase specific wrap and wrap related merchandise through our platform for purposes of Provider’s installation services. 2wrap solely determines what merchandise will be sold by on our platform and 2wrap shall determine all pricing discounts, offers, incentives, coupons and coupon codes that may be offered from time to time. For every order you place, you are (i) offering to purchase a product, (ii) representing that you are of legal age to enter and execute a legally binding contract in the United States and/or appropriate jurisdiction, and (iii) representing that all information you provide to us in connection with such order is true and accurate including the method of payment(s) and payment instrument. The receipt by you of an order confirmation does not constitute a formal acceptance by 2wrap. We retain the right to refuse any request to purchase made by you for any reason whatsoever. We make every effort possible to display as accurately as possible the colors of our products that appear on the Web site; however, the actual color you will see will depend on many factors, including your computer, and we cannot guarantee that your computer will accurately display our colors. Products are available while supplies last. All prices and products advertised are subject to change. All prices displayed on the Services are quoted in U.S. dollars and in foreign currency where appropriate.
2wrap Product Disclaimers
2WRAP GRAPHICAL VEHICLE WRAPS DISCLAIMER
2wrap only guarantees final prints designed and setup by 2wrap for print. Graphics and alignment as applied to vehicle by Provider may not precisely match the 2D digital images (“mockups”) produced for Client’s review. The color of the final graphics may not match the mockups seen on desktop computer screen, smart phone, iPad or similar device. To ensure the best color match possible, Client should request a color proof. Graphics applied to vehicles are intended to be viewed from a distance of at least fifteen feet. 2wrap produces each vehicle graphic with the detail and quality appropriate for viewing from such distance.
COLOR PROOF DISCLAIMER:
Use of a color proof is the best way to ensure that the color requested is received. Requesting a color proof will cause a time delay and clients will be charged an additional amount for this service. Clients are responsible for reviewing color proofs in all light conditions prior to signoff.
2wrap material warranty on same day printing & lamination shall be voided. 2wrap expressly disclaims any material failure on a vehicle older than 18 months if said vehicle is properly cared for as defined by our standards.
VEHICLE PAINT DISCLAIMER:
2wrap expressly disclaims all warranties related to vehicle damage for the following: All OEM painted plastics; all non OEM paint job and aftermarket purchases including decals; all types of buses, planes, trains, RVs; all custom/modified vehicles; all vehicles with OEM paint that is more than 3 years old; all vehicles used for pro touring, drifting or sanctioned racing events; all street vehicles that are privately tracked; and all vehicles involved in a collision after they are wrapped.
3. 2WRAP USE OF SERVICE
In order to enjoy the 2wrap services, you must become a registered user by establishing a valid Account. For Providers, you expressly consent to the provisions in Section 5 below as a registration requirement, as well as the provisions in your Licensing Agreement with 2wrap. You agree and acknowledge that you will take precautionary measures to secure your Account and its confidentiality. In the event your confidentiality measures are breached or compromised, you agree to notify 2wrap immediately. Although 2wrap will exercise reasonable care with respect to our security protocols, 2wrap is not personally responsible for losses that may arise from the unauthorized use of your Account.
You agree to use the log in authentication process as defined by 2wrap. You agree to refrain from using a username that is the name of another person other than you or selecting a username that is not lawfully available to use or violates any trademark or copyright. Usernames that are vulgar, obscene, or offensive will violate the terms of this Agreement and result in Account termination.
You agree to complete a User profile (“Profile”) which you expressly consent to be shown and displayed to other Users and the public at large. Provider Users represent and warrant that the use of their Profile is to market your business to others using our platform for the sole purpose of entering into independent contractor relationships with other Site Users. You represent and warrant that the information you provide to us and other Users of the Services are true, accurate, complete, and will be updated regularly. Any false or misleading Profile information is subject to removal and Account cancellation at the sole discretion of 2wrap.
In order to preserve the integrity of our platform, you agree that your account will be subject to periodic verification by us and/or any third-party we employ to verify your business identity and its legal status. Upon the verification information evaluated by us, we may ask you for additional information to support your legal business status. If you choose to not comply with our inquiry, then 2wrap reserves the right to terminate your Account without exception subject to all payment conditions in Section 12 below.
No Survivorship Rights.
Unless required by law, you agree and acknowledge that your 2wrap Account is non-transferable and any rights to your 2wrap Account or Content therein terminate upon your death. In the event of your death, a valid copy of a death certificate may permit the proper party to terminate your Account and related Content on your behalf. Contact 2wrap Support at email@example.com for additional assistance.
You agree and acknowledge that the 2wrap Services, its branding and associated images are proprietary and subject to intellectual property protection. Given this understanding, you agree to refrain from copying, reproducing, selling, reselling, duplicating, trading, or renting the Services (or any part or component thereof) for any purpose whatsoever.
4. USER CONTENT AND CONDUCT.
For purposes of this Agreement, “Content” shall mean any information that may be encountered and/or generated via the use of our Services. This includes but is not limited to photographs, written text, graphics, data files, music, videos, voice recordings, sounds, messages, and device characteristics. Given this definition and provided examples, you agree and acknowledge that you are solely responsible for the Content originated by you whether it is privately transmitted or publicly posted via our Services. You acknowledge and agree that by using our Services you may encounter Content that you may deem to be inappropriate, offensive, indecent, or objectionable. By the same token, you agree that the Content you may generate or disseminate may be objectionable to others. Due to this phenomenon, 2wrap does not control said Content no matter how it is generated or disseminated. As such, you agree that your use of our services is at your own election and resident risk.
By agreeing to the terms of this Agreement, you expressly refrain from NOT using our Services in the manner described below to:
1) engage in any act that would result in copyright infringement or other intellectual property infringement (including but not limited to trade secret, trade dress, or other confidentiality agreements);
2) misrepresent your identity (including misappropriation of another’s image(s), celebrity, charitable or employment group, etc.). 2wrap reserves the right to immediately block any attempt to register a user Account that is a misrepresentation of identity;
3) generate or make available Content that is unlawful, harmful, defamatory, tortious, abusive, invasive of one’s privacy, obscene, vulgar, and/or objectionable as determined by 2wrap (including using the means described to stalk, harass, or intimidate another);
4) request as an adult user the personal information from a minor (anyone under the age of 18 or as properly defined by local law) who is not known to you. Examples of personal information include but are not limited to minor’s home address, full name, postal code or similar identifier, phone number, photographs, school, social affiliations, etc.;
5) upload onto the Services and transmit via any means material(s) that contain harmful viruses or programs intended to interfere or disrupt the normal function of the Services or any computer hardware or software;
6) create or submit any unwanted email, comments, likes or other forms of commercial or harassing communications such as “spam” to any 2wrap users;
7) use domain names or web URLs in your username without prior written consent from 2wrap;
8) create accounts with the Services through unauthorized means, including but not limited to using automated script, bot, device, spider, scraper or crawler;
9) engage or plan any illegal activity and/or store and collect personal information of users of the services for any prohibited activities as described in this Agreement;
10) self promote any business enterprise or affiliation without 2wrap’s express written consent.
2wrap does not claim any responsibility for the Content that others may provide nor is 2wrap bound to pre-screen all Content submitted via the Services. However, 2wrap reserves the right in its sole discretion to monitor, screen, move, delete, modify and/or remove Content it determines to be in violation of this Agreement.
Although 2wrap makes reasonable efforts to provide proper care and skill in delivering its services, 2wrap does not guarantee, warrant, or covenant that any Content you access and/or store via the services will not be accidentally lost, corrupted, or damaged. Given this reality, you agree and acknowledge that it is your sole responsibility to back up any important Content on your device(s) and/or computer(s).
Access to User Account and Content.
2wrap intends to enforce this Agreement to the full extent provided by law. As part of that process, 2wrap reserves the right to verify and enforce compliance with this Agreement by you. You expressly agree and consent to these efforts by acknowledging that 2wrap has the right without limitation to use, access, store and/or disclose your Account information and related Content to proper law enforcement authorities, government entities and/or officials, and/or proper third parties that 2wrap believes is necessary in order to: 1) comply with a valid legal process or request; 2) prevent, detect, or identify fraud or technical issues; 3) enforce the terms of this Agreement including any necessary investigation thereof; and 4) protect the rights of 2wrap, its users, a third party(ies), or the public as permitted by law.
Digital Millennial Copyright Act.
2wrap makes every reasonable effort to ensure that its users and their content conform to proper Copyright standards. If you believe that any Content that you claim Copyright to has been infringed upon by anyone using our Services, please contact our Copyright Agent at firstname.lastname@example.org
In order to provide a harmonious environment for our users, 2wrap makes best efforts to remove inappropriate or objectionable Content that violates this Agreement. If you encounter inappropriate or objectionable Content while using our services, please report it to us at email@example.com
1.License from User to 2wrap.
2wrap does not claim ownership of the Content and/or materials you upload, submit, or disseminate via our services. However, 2wrap does claim ownership of material that we may specifically license to you under the terms of this Agreement. In instances whereby you upload, submit, or disseminate your Content via our services and make the Content publicly accessible or accessible to users with whom you consent to share your Content, you expressly grant 2wrap a royalty-free, non-exclusive, worldwide license to distribute, use, reproduce, adapt, modify, translate, publish, publicly display and perform such Content. This license grant from you to 2wrap is solely for the purpose by which the Content was submitted or made available without any compensation to you whatsoever. You acknowledge and agree that any Content in its entirety uploaded, submitted, or posted by you shall be your responsibility. Specifically, this means that you represent that you are the legal owner of this Content and have all relevant and necessary rights, licenses, and authorization to distribute it. Furthermore, you warrant and represent that said Content does not infringe upon the rights of other parties nor is the Content in violation of local law or authority.
2. Content Changes.
The 2wrap services require the ability to transmit your Content across various forms of networks and media. In order to accomplish this capability, 2wrap may need to change or modify your Content to ensure compliance with technical specifications and requirements of various networks, computers, or devices. You agree and consent to 2wrap making these necessary Content changes.
3.. User Feedback.
As part of the platform that 2wrap provides to its community of Users, provider feedback is a vital part of User success on our online marketplace. As a result, the comments, feedback, remarks, and ratings by Users of the services provided are completely independent from 2wrap and we do not monitor or censor these opinions. Since this is a business forum, you agree and acknowledge that any of the feedback concerning a User relates only to the specific User Profile and in no way related to any individual person. Consequently, 2wrap is not legally responsible for the comments, feedback, or remarks posted or uploaded to our Site(s) by any User, third party whatsoever. However, in order to promote a harmonious platform, any abusive or harassing behavior resulting from User feedback may be reported to 2wrap and we will independently evaluate the facts and circumstances and decide whether said feedback should be removed.
4. Trademark(s). 2wrap and its related trademark(s), designs, logos, service marks, etc. are trademarks or registered trademarks of 2wrap in the US and abroad where applicable. 2wrap does not grant you any right or license in its trademarks and you agree to not obscure, remove, or alter the 2wrap marks contained in any portion of the services.
5. SITE PURPOSE AND SPECIFIC SITE SERVICES
The Site is a unique platform whereby Clients and Providers can identify each other and determine whether to engage a Provider’s services online. The Site merely acts as a conduit for Clients and Providers to independently evaluate whether they would like to engage a particular Client or Provider for the purpose of entering a Service Contract. Upon entering a Service Contract, Users elect to use the Site as a mechanism to engage, communicate, and pay for the agreed upon services.
Specific Site Services for Clients.
The Site provides a platform whereby a Client may evaluate, research, and eventually engage a Provider for vehicle wrap and wrap related installation of the 2wrap products, and at some point as determined in the Company’s sole discretion, contract these services in a commercial setting.
1. No Background Check. As a community platform, 2wrap provides an interface where Client Users and Provider Users can decide if they would like to work together. Given this fact, each Client must conduct their own due diligence efforts in selecting an appropriate Provider. You agree to use your best judgment, independent analysis, and common sense in engaging a service Provider and do so at your own risk. As a Provider’s services may be offered at a commercial location, you agree to use independent judgment in protecting your personal safety and property.
2. Client Representation. By the same token, Clients represent and warrant that services provided at Provider’s commercial location shall be in accordance with Provider’s rules and regulations. As an independent Provider of the 2wrap products, each Provider maintains their own independently controlled business operation and business environment in which each Client agrees to comply with Provider’s rules and regulations.
Specific Site Services for Providers.
2wrap provides a platform whereby Providers including 2wrapUSA can connect with Clients in order to provide vehicle wrap and wrap related services using the 2wrap products.
In order to facilitate the payment process for a particular Service Contract and subject to Section 8 of this Agreement, 2wrap uses third party payment providers in order to receive and deliver payment to the appropriate Site User. Depending on the nature of the account, you expressly authorize and instruct 2wrap, or any third-party payment provider determined and/or appointed solely by 2wrap, to receive and distribute the funds for each Service Contract as provided by their specific terms.
6. CONTRACTUAL RIGHTS BETWEEN CLIENT AND PROVIDER.
You agree and acknowledge that 2wrap is not a party to any Service Contract except in cases where 2wrapUSA is performing Services. Rather, you acknowledge and agree that the Service Contracts only apply to the terms and conditions of the engagement between a Client and Provider unless you have specifically entered a Service Contract directly with 2wrapUSA.
7. APPOINTMENT COMPLETION, PAYMENT, AND CANCELLATION POLICY.
Appointment Completion Notification.
In order to ensure a smooth delivery of services between Client and Provider, both parties agree to utilize the Site’s two-way appointment completion confirmation. Each party agrees to provide truthful appointment completion verification through the Site.
1. Service Provider Completion. In the event only the service provider marks the appointment as complete without client confirmation, the Site will consider the appointment complete after 48 hours. If the client does not contact the Site provider at firstname.lastname@example.org within 48 hours, then no refund will be provided.
2. No Appointment Completion. In the event neither party confirms appointment completion within 48 hours, the Site will automatically consider the appointment complete and will charge the Client’s payment method immediately without any subsequent refund.
3. Provider Cancellation(s). In efforts to maintain a quality service on the 2wrap platform, a service provider’s account will be placed under a review for a possible account suspension if they have too many appointment cancellations within a short period of time. 2wrap reserves the sole discretion to determine excessive appointment cancellations for a given time period.
Appointment Cancellation Policy.
Appointment cancellations that are not verified through the Site within 48 hours of Appointment start time are subject to a non-refundable cancellation fee in the amount of 15% of the total invoice less any applicable taxes. In the event a provider does not show for provision of services, then a client may request a refund by contacting us at email@example.com Cancellation fees are located at each User’s personal dashboard.
Provider Payment Disbursement(s).
2wrap disburses funds to Providers for a specific engagement after payment authorization from User Client. 2wrap will make best efforts to disburse the funds as soon as reasonably possible.
Upon information and belief that your Service Contract is subject to fraud, abuse, violation of these Terms of Service, etc. we reserve the right to hold and reclaim any fees due 2wrap from the Provider via their associated Provider account without limitation. You acknowledge and agree that we have the right to seek reimbursement against your Provider Account if we suspect fraud, abuse, or any criminal activity whatsoever associated with your payment, account, or engagement.
In the event Client fails to pay for any Provider Fees or amounts due under the Terms of Service by any means whatsoever (including but not limited to improper chargebacks, cancelling their Account registered credit or debit card), we may suspend or close Client’s account immediately and disallow Client from using any of the Site services. In the event that Client does not make appropriate payment(s) to 2wrap upon demand, we reserve the right to set off any amounts due against other amounts received from or held by 2wrap for Client. This remedy does not preclude 2wrap from seeking any other remedy in law or equity without limitation.
8. PAYMENT TERMS AND CONDITIONS.
For Service Contracts on our platform, Clients and Providers are charged payment processing fees, no show fees, registration fees, and associated administration costs as outlined herein and as updated in 2wrap’s sole discretion. Provider’s specific fees are indicated in their Licensing Agreement. All said fees are non-refundable.
Client Obligations. In order to utilize particular Site Services,
Client(s) must provide appropriate information for at least one payment method as determined by 2wrap. In turn, Client(s) authorize 2wrap to place credit card authorizations on all Client provided credit cards, store credit card and related banking information for Site Services, and to charge Client’s credit cards or other 2wrap approved payment method.
Client’s engagement of a Provider for a Service Contract, authorizes 2wrap to charge Client’s credit card or approved payment method for the agreed upon contract price.
Payment method information such as credit and debit card information submitted by Client(s), indicate a warranty and representation that: (1) Client is legally authorized to submit such payment method information to 2wrap; (2) Client’s submission of payment information does not conflict and/or violate the 2wrap terms of service nor does it conflict with any applicable law(s).
As a service benefit to Providers, 2wrap will disburse appropriate funds to Provider upon credit card authorization and payment clearance from Client User. Consequently, Provider authorizes us to receive, verify, and disburse funds on your behalf.
1. Use of Third Party Payment Service. In order to provide a seamless payment system to Providers for services rendered, 2wrap offers a third-party payment (“TPP”) service to registered Users. 2wrap holds sole discretion in selecting an appropriate TPP. As part of this offering, Provider agrees and accepts the TPP terms and conditions as a prerequisite to use 2wrap as a Provider User. In turn, Providers may be subject to registration requirements, acceptance of TPP terms and conditions, and any ancillary due diligence requirements mandated by the TPP. Currently, the TPP Account Agreement and Terms of Service between Provider and the TPP retained by 2wrap are available for review at https://stripe.com/us/connect-account/legal.
2. Taxes. You are responsible for determining, collecting, and paying all applicable state and federal taxes where applicable. In turn, you assume full responsibility for collecting, withholding, elections, reporting, etc. to the proper tax authorities. The Site is not responsible or obligated to provide any tax advice, consulting, or related services. The Site expressly disclaims any tax liability whatsoever.
3. Chargebacks and Refunds. For any amount(s) that result in a Chargeback, you agree that we may withhold the amount as indicated by the controlling policy(ies) of our current payment processor. Subject to the Terms and Conditions of this Agreement, any Client refunds for your services shall be subject to adjustment(s) in line with the then controlling policy(ies) of our current payment processor.
9. TERMS GOVERNING SERVICE CONTRACTS.
Users acknowledge and consent to the contractual provisions of the Service Contract on this Site to govern the relationship between Provider and Client including any engagements between 2wrapUSA and Client directly. Any changes or modifications to the Service Contract must have the consent of both parties.
A. Performance of Services (Non-2wrap Provider Services). Provider agrees to perform all contracted services in a professional manner consistent with the standards for similarly provided services and as outlined in the Licensing Agreement with 2wrap. Furthermore, Provider warrants and represents that it currently maintains all licensing standards and/or certifications necessary to Provide services in a given territory. Currently, 2wrap is a platform serving only vehicle wrap and wrap related products/services. Provider warrants that all services provided are under their specific control or delegation. Provider represents and warrants that all of their duties and obligations arising under the Service Contract remain uniquely theirs and may not be excused by delegating any Provider tasks to any third party whatsoever.
B. Provider Acknowledgment. Provider acknowledges and understands that they are in an independent contractor relationship with Client under the terms of the Service Contract. As such, Provider acknowledges and understands that there is no employment relationship or independent contractor relationship between Provider and 2wrap or between Client and 2wrap or 2wrapUSA.
C. Dispute Resolution. Users agree to abide by the Terms and Conditions of this Agreement and covenant to operate in good faith in fulfilling their respective duties. In the event that the parties cannot resolve a dispute on their own, then the parties consent and authorize the Site to exert its best efforts to remedy any conflict arising under the Terms of the Agreement.
D. Terminating a Service Contract. A service contract may be terminated in accordance with the Cancellation Policies in Section 7 above.
10. 2WRAP’S RELATIONSHIP TO THE PARTIES.
2wrap’s community platform is merely a conduit for well-informed, independent, and selective individuals who may decide to contract for services and purchase the 2wrap products or any other products that 2wrap decides in its sole discretion to sell on the Site. Specifically, 2wrap is not a party to the Service Agreements between a Provider and Client except in cases where 2wrapUSA is providing Services directly to Client. In turn, Providers and Clients are free to use our online platform to inquire, shop for, and make independent decisions in selecting a Provider or Client. Each Provider or Client is free to choose the entity they want to engage in a Service Contract and both Parties are responsible for the representations they make, the hours they work, locations they work from, and the fee setting for any Service Contract on the 2wrap platform. Based on the independent nature between the contracting parties under a Service Contract, 2wrap makes no representations about nor does it qualify or guarantee the work quality of Providers, the ability of the Client to pay for contracted services, or that a Service Contract will be completed in its entirety. However, 2wrap will make best efforts to ensure that the Service Contracts are performed to the Client’s satisfaction. Each purchaser is encouraged to do their own independent product research before making a 2wrap product purchase. Any reviews by Customers, Providers, Advertisers, etc. related to any 2wrap product is merely a personal opinion and in no way reflects any particular outcome or guarantee. Providers and Clients assume all tax, unemployment, and social security withholding responsibilities in their respective jurisdictions and expressly acknowledge that 2wrap is not responsible for these withholdings nor does 2wrap deduct any payment(s) and/or tips from the Service Contract or associated Site Fees for these withholdings.
11. 2WRAP SITE SOFTWARE
A. 2wrap’s Proprietary Rights.
As a condition to using 2wrap’s services, you acknowledge and agree that 2wrap and/or its licensors own all legal right, title, and interest to the Services. By way of example, these rights include but are not limited to the following: 2wrap graphics, user interface, scripts and software used to implement the services, and any software that 2wrap may provide you with in connection to the services. The described rights also include any and all intellectual property rights that reside therein, whether registered or not, and wherever in the world they may exist. You further agree that you will not use and/or reproduce any of this proprietary information in any way whatsoever except as defined by this Agreement.
B. License from 2wrap.
THE USE OF THE SOFTWARE AND/OR ANY PART OF THE SERVICES IS STRICTLY PROHIBITED AND INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. THE ONLY PERMITTED USE OF THE SOFTWARE AND/OR ANY PART OF THE SERVICES IS OUTLINED ONLY IN THIS AGREEMENT.
C. Export Control(s).
The use of the services may be subject to import and export laws of the United States and other countries. You agree and acknowledge that you will comply with all import and export laws and regulation. Specifically, you warrant and represent that the services and/or related software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the US Treasury Department’s List or Entity List. As a registered user of the services, you warrant and represent that you are not located in any such country or on any such list. This assurance and communication shall survive termination of this Agreement.
In order to ensure a proper user experience of the services, 2wrap may make regular software updates from time to time. The updates may include new software versions, bug fixes, and feature enhancements or improvements.
A. User Termination.
You may delete your user account and stop using the 2wrap services at any time.
B. 2wrap Termination.
2wrap may terminate or suspend all or a portion of your account and/or access to the services at any time and/or for any reason. Examples of typical reasons for termination include but are not limited to the following: (a) violations of this Agreement or the Licensing Agreement by Provider; (b) a request by you to terminate or cancel your services account; (c) a request and/or order from law enforcement or government entity; (d) unexpected technical or security issues or problems; and (e) your participation in illegal or fraudulent activities. Any account termination or suspension by 2wrap shall be made in its sole discretion and 2wrap will not be responsible to you and/or any third parties for alleged resulting damages whatsoever.
C. Termination Effects. Termination of your services account may result in the loss to all access to the services and any account portions thereof including Content. After a period of time, as determined by 2wrap, all data and information stored via your account shall be deleted.
Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Provider Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes 2wrap to charge to its Payment Method pursuant to Section 8 (Payment Terms). For example, termination shall also include all registration fees, and associated administration costs as outlined herein or in the case of Provider in the Licensing Agreement and as updated in 2wrap’s sole discretion. All said fees are non-refundable.
As part of our services and its resident features and functions, you may encounter materials from third parties and/or hyperlinks to other Content, resources, or web sites. Because we have no control over third parties and their related materials, you acknowledge and agree that 2wrap shall not be responsible or liable for any alleged damages you may have incurred either directly or indirectly.
14. DISCLAIMER OF WARRANTIES ; LIABILITY LIMITATION.
TO THE EXTENT PERMITTED BY LAW AND ALLOWED BY INDIVIDUAL JURISDICTIONS, 2WRAP MAKES THE FOLLOWING EXCLUSIONS THAT MAY OR NOT APPLY TO YOU.
2WRAP DOES NOT REPRESENT, GUARANTEE, OR WARRANT THAT USE OF THE SERVICES WILL BE ERROR-FREE OR INTERRUPTED, YOU AGREE AND ACKNOWLEDGE THAT 2WRAP MAY REMOVE THE SERVICES FOR UNDEFINED PERIOD OF TIMES, OR CANCEL THE SERVICES ACCORDING TO THE TERMS IN THIS AGREEMENT.
THE SERVICES PROVIDED BY 2WRAP ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE AND ACKNOWLEDGE THIS FACT. IN TURN, 2WRAP AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNER, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
2WRAP DOES NOT GUARANTEE OR WARRANT THAT THE SERVICES WILL BE FREE FROM CORRUPTION, LOSS, VIRUSES, ATTACK, HACKING, INTERFERENCE, OR OTHER SECURITY INTRUSIONS. 2WRAP DISCLAIMS ANY RELATED LIABILITY.
YOU AGREE AND ACKNOWLEDGE THAT YOUR DOWNLOADING OF ANY MATERIAL OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN RISK. ANY RESULTING OR ALLEGED DAMAGES TO YOUR COMPUTER, DEVICE, OR DATA LOSS THAT RESULSTS FROM SAID DOWNLOADING SHALL BE YOUR SOLE RESPONSIBILITY.
LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY LAW AND ALLOWED BY INDIVIDUAL JURISDICTIONS, 2WRAP MAKES THE FOLLOWING EXCLUSIONS THAT MAY OR NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT 2WRAP AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF 2WRAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.
As a requirement to use our services, you expressly agree to defend, indemnify, and hold 2wrap and its subsidiaries, affiliates, directors, officers, employees, agents, and licensors, harmless from any claim or demand thereof, including reasonable attorney’s fees, made by a third party, relating to or arising from: (a) any violation by you of this Agreement; (b) any Content in its entirety that you upload, transmit, or make available through the services; (c) your use of the services; (d) any violation that 2wrap determines through its reasonable investigations of a suspected violation(s) of this Agreement; or (e) your violation of another’s rights. This express waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or your use of the services.
15. GENERAL PROVISIONS.
As part of our regular update policies, 2wrap may provide you with notice regarding the Services, including changes made to this Agreement, via your email address provided to us or postings made to our application product.
B. Governing Law.
This Agreement between you and 2wrap shall be governed by the laws of the State of California excluding its personal conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Los Angeles County, California, to resolve all disputes, claims, or allegations arising from this Agreement
C. Binding Arbitration.
In order to resolve all disputes arising out of the Agreement, Users and 2wrap agree to binding arbitration.
1. For Disputes Arising in the United States. Any and all disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association then in effect. The arbitration shall take place in Los Angeles, California, and both User and 2wrap agree to submit to the jurisdiction of the arbitrator selected in accordance with American Arbitration Association rules and procedures. User and 2wrap agree that the arbitration procedure provided for in this section will be the exclusive avenue of redress for any disputes relating to or arising from this Agreement, and that the award of the arbitrator shall be final and binding on both parties, and nonappealable. The arbitrator shall have discretion to award monetary and other damages, or no damages, and to fashion such other relief as the arbitrator deems appropriate. The arbitrator shall also have discretion to award the prevailing party reasonable costs and attorneys’ fees incurred in bringing or defending an action under this provision. The costs and expenses relating to the arbitration proceeding itself, including the fees of the arbitrator, shall be borne by each respective party.
2. For Disputes Arising in the European Union. This Agreement shall be construed in accordance with the laws of the State of California, U.S.A. All disputes arising out of or in connection with the present contract shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. All disputes shall be brought forth in the Netherlands.
D. Entire Agreement.
This Agreement embodies the complete agreement in its entirety between you and 2wrap. This Agreement governs your use of 2wrap services and replaces any other prior agreements between you and 2wrap in relation to the services. In the event any of this Agreement is held to be invalid or unenforceable, that specific portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect. If 2wrap does not exercise or enforce any right or provision of this Agreement, then that does not constitute a waiver of such right or provision. You agree that there shall be no third-party beneficiaries to this agreement.
E. 2wrap as defined by this Agreement:
2wrap, Inc. 3128 Via Colinas #100, Westlake Village, California, 91362 United States of America
F. Electronic Contracting.
You acknowledge and agree that your use of the services includes your ability to enter into agreements or related transactions electronically. YOUR ELECTRONIC SUBMISSSION TO 2WRAP ACKNOWLEDGES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. In order to access and store your electronic transaction records with 2wrap, you accept full responsibility for installing required hardware and software.