Terms & Conditions

 

END USER LICENSE AGREEMENT (EULA)

WRENT APP

Last Updated: April 11, 2025

This End User License Agreement (“Agreement” or “EULA”) is a binding legal contract between you (“User,” “you,” or “your”) and Wrent (“Company,” “we,” “us,” or “our”). This Agreement governs your use of the Wrent mobile application (the “App”), including all related documentation, updates, and services accessible through the App.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE APP. BY DOWNLOADING, INSTALLING, OR USING THE APP, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE APP.

1. LICENSE GRANT

Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the App on compatible mobile devices that you own or control, solely for your personal, non-commercial use.

2. APP DESCRIPTION

Wrent is a platform that facilitates the rental of hardware tools and equipment between users. Users can list their tools for rent (“Lenders”) or rent tools from other users (“Renters”). The App provides payment processing via Stripe, chat functionality between users, profile management, and location services to facilitate tool rental transactions.

3. USER ACCOUNTS AND REGISTRATION

3.1 To use certain features of the App, you must register for an account. When registering, you agree to provide accurate, current, and complete information, including but not limited to your email address, phone number, and location.

3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3.3 You must be at least 18 years old to create an account and use the App.

4. USER CONTENT AND CONDUCT

4.1 You are solely responsible for any content, including tool listings, descriptions, images, messages, and reviews that you post, upload, or otherwise make available through the App (“User Content”).

4.2 You agree not to post any User Content that:

  • Is false, misleading, or deceptive
  • Infringes any third-party intellectual property rights
  • Contains malware, viruses, or other harmful code
  • Violates any applicable law or regulation
  • Promotes illegal activities
  • Is defamatory, obscene, or offensive

4.3 By posting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in connection with providing and promoting the App.

5. RENTAL TRANSACTIONS

5.1 The App facilitates rental transactions between users but is not a party to any rental agreement between users. The Company does not guarantee the quality, safety, or legality of listed tools, the accuracy of listings, or the ability of users to complete transactions.

5.2 All rental agreements are between the Lender and the Renter. Users are responsible for establishing the terms of their rental agreements, including rental duration, pricing, condition requirements, and return policies.

5.3 The Company reserves the right to remove any listing at any time for any reason.

6. PAYMENTS AND FEES

6.1 The App uses Stripe for payment processing. By using the payment features, you agree to comply with Stripe’s terms of service.

6.2 The Company may charge service fees for facilitating rental transactions. All applicable fees will be clearly disclosed before you complete a transaction.

6.3 You agree to pay all fees and charges associated with your account on a timely basis and with valid payment credentials. All payments are non-refundable except as expressly provided in this Agreement or required by law.

7. CANCELLATIONS AND DISPUTES

7.1 Cancellation policies will be set forth in the App and may vary based on the timing of cancellation and other factors.

7.2 Any disputes between users regarding rental transactions should first be attempted to be resolved between the parties. The Company may, at its sole discretion, assist in dispute resolution but has no obligation to do so.

8. LOCATION SERVICES

8.1 The App may collect and use your precise location data, including GPS coordinates, to provide features such as finding nearby tools, facilitating tool pickup and delivery, and enhancing user safety and verification.

8.2 You can control the App’s access to your device’s location services through your device settings. However, disabling location services may limit your ability to use certain features of the App.

9. USER COMMUNICATIONS

9.1 The App provides chat functionality to facilitate communication between users regarding rental transactions.

9.2 You agree not to use the chat feature for purposes unrelated to rental transactions, including harassment, spam, or any illegal activities.

9.3 The Company may monitor communications exchanged through the App for safety, fraud prevention, and compliance purposes.

10. PROHIBITED USES

You agree not to:

  • Use the App for any illegal purpose or in violation of any local, state, national, or international law
  • Interfere with or disrupt the App or servers or networks connected to the App
  • Attempt to gain unauthorized access to any portion of the App or any other systems or networks connected to the App
  • Use the App to rent tools for illegal purposes or activities
  • Impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity
  • Engage in any fraudulent activity or misrepresentation regarding tools or rental transactions

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The App and its contents, features, and functionality are owned by the Company, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

11.2 This Agreement does not grant you any rights to use the Company’s trademarks, logos, domain names, or other brand features.

12. THIRD-PARTY SERVICES

12.1 The App may integrate with or contain links to third-party websites or services, including payment processing through Stripe. These third-party services are not under the Company’s control, and the Company is not responsible for their content, privacy policies, or practices.

12.2 Your interactions with any third-party websites or services are subject to the third party’s terms and privacy policies.

13. DISCLAIMER OF WARRANTIES

13.1 THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 THE COMPANY DOES NOT WARRANT THAT THE APP WILL FUNCTION UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

14. LIMITATION OF LIABILITY

14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APP; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APP; (III) ANY CONTENT OBTAINED FROM THE APP; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

14.2 IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATED TO THE APP EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY, IF ANY, FOR ACCESSING OR USING THE APP DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the App, including, but not limited to, your User Content, any use of the App’s content, services, and products other than as expressly authorized in this Agreement, or your use of any information obtained from the App.

16. TERMINATION

16.1 The Company may terminate or suspend your access to the App immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach this Agreement.

16.2 Upon termination, your right to use the App will immediately cease. If you wish to terminate your account, you may simply discontinue using the App or delete your account through the App settings.

17. CHANGES TO THIS AGREEMENT

17.1 The Company reserves the right to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

17.2 By continuing to access or use the App after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new terms, you are no longer authorized to use the App.

18. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the state where the Company is headquartered, without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within that state.

19. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

19.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association.

19.2 You agree to waive any right to a jury trial or to participate in a class action lawsuit against the Company.

20. GENERAL PROVISIONS

20.1 Entire Agreement. This Agreement constitutes the entire agreement between you and the Company regarding your use of the App and supersedes all prior and contemporaneous written or oral agreements.

20.2 Waiver. The failure of the Company to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

20.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

20.4 Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without the Company’s prior written consent. The Company may assign this Agreement at any time without notice.

20.5 Contact Information. If you have any questions about this Agreement, please contact us at [email protected].

BY USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

 

Terms of Use Effective Date: March 26, 2024

 

These Agreed Terms of Service (“Terms”) describe your rights and responsibilities as a customer and govern your use of the free and paid services, software and websites
(collectively, the “Service”) provided by Wrent, Inc., (“we”, “our”, etc.), and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, created tasks and
associated information, text, files and other content or materials (together, “Content”) uploaded, downloaded, or appearing on our websites or applications.
Our Privacy Policy explains how we collect and use your information. By using our Service, you agree to be bound by these Terms and our Privacy Policy. If you are using
our Service on behalf of an organization or entity (“Organization”) or someone else is
using our Service on your behalf (e.g., assistants, administrators, consultants), then you
are agreeing to these Terms on behalf of that Organization and you represent and
warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization.
Our Terms and Privacy Policy affect your legal rights and obligations. If you do not
agree to be bound by all of these, please do not access or use our Service.
Your User Account and Content
1. You must provide accurate information when you create your Wrent account and are responsible for safeguarding your password and all activities that occur under
your account.
2. Please notify us immediately if you become aware of any breach of security or
unauthorized use of your account.
3. You may not use another user’s account without permission. Your account must be registered by a person of 13 years of age or older. Accounts registered by "bots" or other automated methods are not permitted.
4. You may not disassemble, decompile, or reverse engineer the Service or attempt or assist anyone else to do so.
5. You may not use the Service for any unauthorized or illegal purpose and must
comply with all applicable laws, rules, and regulations to your use of the Service
and your Content, including but not limited to, copyright laws. Fees & Payment Terms
1. You are responsible for providing complete and accurate billing information to
Wrent. You will pay all applicable fees when due. If such fees are being paid via credit card or other electronic means, you authorize us to charge such fees using your selected payment method.

2. By default, customer accounts are set to auto-renew and we may automatically charge you for such renewal upon 30-days prior to its renewal date. We may revise rates from time to time and will provide you with email notice of any changes in fees at least thirty (30) days prior to your Service renewal date.
3. We may suspend or terminate your use of the Service if fees become past due. In the event you have a paid account, fees are non-refundable except as required by law. You are responsible for all taxes, and we will charge tax if required to do so by law. If you require the use of a purchase order or purchase
order number, you (a) must provide the purchase order number at the time of purchase; and (b) agree that any terms and conditions on your purchase order will not apply and are void. Arbitration Notice You agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
Your Use of Our Service As part of the Service, we may provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. As long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between you and us, we
retain all right, title and interest in the Software. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, our Content, the Services or any related software, except as expressly stated in these Terms. You may not

 attempt to restrict another user from using or enjoying the Service,
 encourage or facilitate violations of any of our terms,
 change, modify, adapt, or alter the Service or change, modify, or alter a website
to falsely imply that it is associated with the Service or with us,
 interfere or disrupt the Service or servers, or networks connected to the Service,
including by transmitting any worms, viruses, spyware, malware, or any other
code of a destructive or disruptive nature,
 inject content or code or otherwise alter or interfere with the way any our page is
rendered or displayed in a user's browser or device,
 post, upload, share, submit or otherwise provide Inappropriate content that is
deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful
to minors, pornographic (including child pornography, which we will remove and
report to law enforcement, including the National Center for Missing and

Exploited Children), indecent, harassing, hateful, encourages illegal or tortious
conduct or that is otherwise inappropriate, attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition or is intended to be inflammatory,

 attempt to overwhelm or attempt to overwhelm our infrastructure by imposing an
unreasonably large load on our systems that consume extraordinary resources
(CPUs, memory, disk space, bandwidth, etc.),
 use the Service to or for any illegal purpose, or in violation of any laws (including
without limitation data, privacy, and export control laws) or to stalk, harass, or
post direct, specific threats of violence against others,
 access our private API by any means other than those expressly permitted by us,
 use the Service to Misrepresent yourself or disguising the origin of any content,
 violate the privacy of others, including publishing or posting other people's private
and confidential information without their express permission, or collecting or
gathering other people’s personal information (including account names or
information) from our services, or generate or send unsolicited communications, advertising or spam, or to solicit our users for commercial purposes, disparage Wrent or our partners, vendors, or affiliates, or promote or advertise products or services other than your own without our authorization. Violation of these Terms may, in our sole discretion, result in termination of your account. We fully reserve the right to investigate and prosecute violations of any of these Terms of the law. We may involve and cooperate with law enforcement authorities in prosecuting Users who violate the Terms. You acknowledge that we have no
obligation to prescreen or monitor your access to or use of our Service or any information, materials or other content provided or made available through our Service but has the right to do so. You hereby agree that we may, in our sole discretion, remove or delete any data, accounts or other content that violates these Terms or that is otherwise objectionable.
If you decide to use a third-party application in connection with your use of the Service,
you are consenting to your Content being shared with such third-party application. To
understand how such third-party application provider uses your Content and other
information, you should review their privacy policy.

Rights

1. For purposes of these Terms: "User Content" means any Content that Account
holders (including you) make available through the Services. Content includes
without limitation User Content.
A. Content Ownership that We Make
Unless otherwise stated, all materials contained on or within the Services,
including, but not limited to, text, graphics, images, code, illustrations, designs,
icons, photographs, video clips, and written and other materials (collectively,

"Wrent Content"), as well as their selection and arrangement, are protected by
copyright, trademark, trade dress, patent, and/or other intellectual property laws,
and unauthorized use of Wrent Content may violate such laws and these Terms.
Except as expressly provided in these Terms, we do not grant any express or
implied rights to use Wrent Content. You agree that you will not copy, reproduce,
republish, frame, download, transmit, modify, display, reverse engineer, sell, or
participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense,
or exploit in any way, in whole or in part, Wrent Content, the Services or any
related software or Client Software as defined above, except as expressly stated
in these Terms. You agree not to remove, alter, or obscure any copyright,
trademark, service mark, or other proprietary rights notices incorporated in or
accompanying the Services or Content. You acknowledge that the Services and
Content are protected by copyright, trademark, and other laws of the United
States and foreign countries.
B. Rights in User Content
We claim no ownership rights over the Content submitted or created exclusively
by you in your Wrent Service account. Any Content that is yours remains yours.
These Terms of Service do not grant us any licenses or rights to your Content
except for the limited rights needed for us to provide the Wrent Service to you.
Notwithstanding the foregoing, we may access Content to determine how we can
improve our Service, and to determine customer satisfaction. Similarly, any
reporting data we collect from your use of the Wrent Service remains yours. By
using the Wrent Service you agree that we can use this data to provide the Wrent
Service to you, and you also agree that as long as the data is anonymized and
does not identify you, we can combine this data with the anonymized data of
other companies to provide benchmarking, public reports or to otherwise use it to
provide the Wrent Service.
C. Alerts and Notification
As part of the Services we provide, you may (if enabled) receive push
notifications, text messages, alerts, emails, or other types of messages directly
sent to you outside or inside the App ("Notifications"). You can opt in or out of
these Notifications through the Services (with the possible exception of
infrequent, important service announcements and administrative messages).
2. Some of the Service may be supported by advertising revenue and may display
advertisements and promotions, and you hereby agree that we may place such
advertising and promotions on the Service or on, about, or in conjunction with
your Content. The manner, mode and extent of such advertising and promotions
are subject to change without specific notice to you. You acknowledge that we
may not always identify paid services, sponsored content, or commercial
communications as such.

3. You represent and warrant that: (i) you own the Content posted by you on or
through the Service or otherwise have the right to grant the rights and licenses
set forth in these Terms of Use; (ii) the posting and use of your Content on or
through the Service does not violate, misappropriate, or infringe on the rights of
any third party, including, without limitation, privacy rights, publicity rights,
copyrights, trademark, and/or other intellectual property rights; (iii) you agree to
pay for all royalties, fees, and any other monies owed by reason of Content you
post on or through the Service; and (iv) you have the legal right and capacity to
enter into these Terms of Use in your jurisdiction.
4. The Wrent, Inc. names, logos and taglines are our trademarks, and may not be
copied, imitated or used, in whole or in part, without our prior written permission.
In addition, all page headers, custom graphics, button icons, and scripts are our
service marks, trademarks, and/or trade dress, and may not be copied, imitated
or used, in whole or in part, without prior written permission from us.
5. It is our intention for the Service to be available as much as possible, but there
may be occasions when the Service is interrupted, including, without limitation,
for scheduled maintenance or upgrades, for emergency repairs, for unscheduled
downtime, for system and server failures, or due to failure of telecommunications
links and/or equipment. Consequently, we encourage you to maintain your own
backup of your Content. We do not provide backup services and you agree that
you will not rely on the Service for the purposes of Content backup or storage.
We will not be liable to you for any modification, suspension, or discontinuation of
the Services, or the loss of any Content. You also acknowledge that the Internet
may be subject to breaches of security and that the submission of Content or
other information may not be secure.
6. You agree that we are not responsible for, and do not endorse, Content posted
within the Service. We do not have any obligation to prescreen, monitor, edit, or
remove any Content. If your Content violates these Terms, you may bear legal
responsibility for that Content.
7. Except as otherwise described in the Service's [Privacy Policy], as between you
and us, any Content will be non-confidential and non-proprietary and we will not
be liable for any use or disclosure of Content. You acknowledge and agree that
your relationship with us is not a confidential, fiduciary, or other type of special
relationship, and that your decision to submit any Content does not place us in a
position that is any different from the position held by members of the general
public, including with regard to your Content. None of your Content will be
subject to any obligation of confidence on our part, and we will not be liable for
any use or disclosure of any Content you provide.
8. Subject to your agreement and continuing compliance with these Terms and any
of our other relevant policies, we grant you a non-exclusive, non-transferable,
revocable limited license to use the Service solely for its intended purposes. You
agree not to use the Service for any other purpose. This license is revocable at
any time. This license is subject to these Terms and does not include:
o The distribution, public performance, or public display of Our Content;
o Modifying or otherwise making any derivative uses of the Services or Our
Content, or any portion thereof;

o Use of any scraping, data mining, robots, or similar data gathering or
extraction methods;
o Downloading (other than page caching) any portion of the Services, Our
Content, or any information contained therein, except as expressly
permitted on the Services;
o Accessing our API with an unauthorized or third-party client; and
o Any use of the Services or Our Content other than for their intended
purposes.
o Any use of the Services or Our Content other than as specifically
authorized in these Terms, without our prior written permission, is strictly
prohibited and will terminate the license to use our Service and Site
granted in these Terms.

9. You agree to allow Wrent to use your company name and logo in our promotional
materials.
10. We welcome ideas and suggestions, but it is our policy not to accept or consider
content, information, ideas, suggestions, or other materials except those we have
specifically requested and to which certain specific terms, conditions and
requirements may apply. If, despite our policy, you choose to send us content,
information, ideas, suggestions, or other materials, you further agree to the
following: For all reviews, comments, feedback, postcards, suggestions, ideas,
and other submissions disclosed, submitted, or offered to us via our Service, our
sites, by e-mail or telephone, by mail, or otherwise disclosed, submitted or
offered in connection with your use of this Service (collectively, “User
Submissions”) you grant us a royalty-free, irrevocable, transferable right and
license to use the User Submissions however we desire, including without
limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create
derivative works from, and/or sell and/or distribute such User Submissions and/or
incorporate such User Submissions into any form, medium, or technology
throughout the world.
We will be entitled to use, reproduce, disclose, modify, adapt, create derivative
works from, publish, display, and distribute any User Submissions you submit for
any purpose whatsoever, without restriction and without compensating you in any
way. We are and shall be under no obligation (1) to maintain any User
Submissions in confidence; (2) to pay to user any compensation for any User
Submissions; or (3) to respond to any User Submissions. You agree that any
User Submissions submitted by you to us will not violate the right of any third
party, including without limitation, copyright, trademark, privacy, or other personal
or proprietary right(s), and will not cause injury to any person or entity. You
further agree that no User Submissions submitted by you to us will be or contain
libelous or otherwise unlawful, threatening, abusive or obscene material, or
contain software viruses, political campaigning, commercial solicitation, chain
letters, mass mailings or any form of “spam”.

By using this Service, you agree to the above terms regarding User Submissions.
Please note that User Submissions shall not under any circumstances be
considered User Content as defined in paragraph 1, subsection B in this section.
Trial Service; Pre-Released Services
1. Trial Service. We may offer, from time to time, part or all of our Services on a
free, no-obligation trial version (“Trial Service”). The term of the Trial Service
shall be as communicated to you, within the Service unless terminated earlier by
you or us, for any reason or for no reason. We reserve the right to modify, cancel
and/or limit any Trial Service at any time and without liability.
2. Pre-Released Services. Note that we may offer, from time to time, certain
Services in an Alpha or Beta versions (the “Pre-Released Services”) and we use
best endeavors to identify such Pre-Released Services as such. Pre-Released
Services are Services that are still under development, and as such they may be
inoperable or incomplete, and may contain bugs, suffer disruptions and/or not
operate as intended and designated, more than usual.
3. Governing Terms of Trial Service and Pre-Released Services. In respect of any
Trial or Pre-Released Services: (i) services are licensed on an “As-Is”, “With All
Faults”, “As Available” basis, with no warranties, express or implied, of any kind;
(ii) in no event shall the total aggregate liability of Wrent or its third-party service
providers in connection with these terms exceed $100. We make no promises
that any Trial Service and/or Pre-Released Services will be made available.

Disclaimer of Warranties
THE SERVICE, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, IS PROVIDED
ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. TO THE
FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR
EMPLOYEES, MANAGERS, OFFICERS, CONTRACTORS, SUPPLIERS,
LICENSORS, OR AGENTS (COLLECTIVELY, THE "WRENT PARTIES") MAKE ANY
REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) OUR
CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE
TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICE. IN ADDITION,
THE WRENT PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM
INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

THE WRENT PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE
WILL BE ERROR- FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE
CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE
SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING,
WITHOUT LIMITATION, VIRUSES AND SECURITY BREACHES OF ANY KIND. THE
WRENT PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS
ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF
THE SERVICE IS AT YOUR SOLE RISK. THE WRENT PARTIES DO NOT WARRANT
THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR
JURISDICTION, AND THE WRENT PARTIES SPECIFICALLY DISCLAIM SUCH
WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE
DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER
MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS
APPLICABLE TO YOU AND THESE TERMS OF USE.
BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT
THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU
ACCESS OR USE THE SERVICE. THE WRENT PARTIES DO NOT ENDORSE
CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO
ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL,
CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR
OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING
FROM ANY CONTENT.
License Limitations
ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICE
INCLUDING UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF
ANY OF OUR SITES OR SERVICE IS A VIOLATION OF OUR POLICY AND MAY BE
A VIOLATION OF CRIMINAL AND CIVIL LAWS.
WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND,
TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR
PORTIONS THEREOF IF YOU ARE, OR WE SUSPECT THAT YOU ARE, FAILING TO
COMPLY WITH ANY TERMS OF SERVICE OR FOR ANY ACTUAL OR SUSPECTED
ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO
YOU. YOU CAN LOSE YOUR ACCOUNT AND ANY USER CONTENT AS A RESULT
OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS,
PRIVILEGES, EARNED ITEMS, AND PURCHASED ITEMS ASSOCIATED WITH
YOUR USE OF THE SERVICE, AND WE ARE UNDER NO OBLIGATION TO
COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.
WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, OR
TERMINATE THE SERVICE AND USER ACCOUNTS OR PORTIONS THEREOF,
PROHIBIT ACCESS TO OUR SERVICES AND SITES, AND THEIR CONTENT, AND

TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND
LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE
BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES,
INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR
ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR
POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT
OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO
MAY BE REPEAT INFRINGERS OF THIRD-PARTY INTELLECTUAL PROPERTY
RIGHTS.
We reserve the right to stop offering and/or supporting the Service or a particular part of
the Service at any time either permanently or temporarily. In such event, we shall not be
required to provide refunds, benefits or other compensation to users in connection with
such discontinued elements of the Service.
Limitation of Liability; Waiver
UNDER NO CIRCUMSTANCES WILL THE WRENT PARTIES BE LIABLE TO YOU
FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION,
FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE,
INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY
OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER
CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF
THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN
INVESTIGATION BY THE WRENT PARTIES OR LAW ENFORCEMENT
AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE
SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR
OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS
IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S
COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY
INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR
FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION,
INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR
OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE,
ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF
FORESEEABLE OR EVEN IF THE WRENT PARTIES HAVE BEEN ADVISED OF OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN
AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT
(INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART
BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT
OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE WRENT PARTIES
BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY,
INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR

CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU. IN NO EVENT WILL THE WRENT PARTIES TOTAL LIABILITY
TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE
HUNDRED UNITED STATES DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR
INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF
ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE
YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE,
SERVICE, PROPERTY, PRODUCT, OR OTHER CONTENT OWNED OR
CONTROLLED BY THE WRENT PARTIES, AND YOU WILL HAVE NO RIGHTS TO
ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION,
ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEB SITE, PROPERTY,
PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE
WRENT PARTIES.
BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING
RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR
UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU
ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY
EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF
CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH
PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR
DATA OF THIRD PARTIES, AND YOU RELEASE THE WRENT PARTIES FROM ANY
CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD
PARTIES.
Indemnification
You (and also any third party for whom you operate an account or activity on the
Service) agree to defend (at our request), indemnify, and hold the Wrent Parties
harmless from and against any claims, liabilities, damages, losses, and expenses,
including without limitation, reasonable attorney's fees and costs, arising out of or in any
way connected with any of the following (including as a result of your direct activities on
the Service or those conducted on your behalf):
(i) your Content or your access to or use of the Service;
(ii) your breach or alleged breach of these Terms;
(iii) your violation of any third-party right, including without limitation, any intellectual property
right, publicity, confidentiality, property, or privacy right;

(iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any
governmental and quasi-governmental authorities, including, without limitation, all regulatory,
administrative and legislative authorities; or
(v) any misrepresentation made by you.
You will cooperate as fully required by us in the defense of any claim. We reserve the
right to assume the exclusive defense and control of any matter subject to
indemnification by you, and you will not in any event settle any claim without our prior
written consent. Notwithstanding the foregoing, you agree that the cost of any such
defense will be at your sole and exclusive expense.
Arbitration
Except if you opt-out or for disputes relating to your or our intellectual property (such as
trademarks, trade dress, domain names, trade secrets, copyrights, and patents
("Excluded Disputes"), you agree that all disputes between you and us (whether or not
such dispute involves a third party) with regard to your relationship with us, including
without limitation disputes related to these Terms, your use of the Service, and/or rights
of privacy and/or publicity, will be resolved by binding, individual arbitration under the
American Arbitration Association's rules for arbitration of consumer-related disputes and
you and we hereby expressly waive trial by jury. You may bring claims only on your own
behalf. Neither you nor we will participate in a class action or class-wide arbitration for
any claims covered by this agreement. You also agree not to participate in claims
brought by a private attorney, in a general or representative capacity, or consolidated
claims involving another person's account, if we are a party to the proceeding. This
dispute resolution provision will be governed by the Federal Arbitration Act. In the event
the American Arbitration Association is unwilling or unable to set a hearing date within
one hundred and sixty (160) days of filing the case, then either we or you can elect to
have the arbitration administered instead by the Judicial Arbitration and Mediation
Services. Judgment on the award rendered by the arbitrator may be entered in any
court having competent jurisdiction. Any provision of applicable law notwithstanding, the
arbitrator will not have authority to award damages, remedies or awards that conflict
with these Terms.
You may opt out of this agreement to arbitrate, as specified above. If you do so, neither
you nor we can require the other to participate in an arbitration proceeding. To opt out,
you must notify us in writing within 30 days of the date that you first became subject to
this arbitration provision. You must use this address to opt out:
Wrent, Inc.
ATTN: Privacy Agent Wrent
300 Delaware Ave., Ste 210, Wilmington, DE 19801
You must include your name and residence address, the phone number and username
that you use for your account, and a clear statement that you want to opt out of this
arbitration agreement.

If the prohibition against class actions and other claims brought on behalf of third parties
contained above is found to be unenforceable, then all of the preceding language in this
Arbitration section will be null and void. This arbitration agreement will survive the
termination of your relationship with us.
Time Limitation on Claims
You agree that any claim you may have arising out of or related to your relationship with
us must be filed within one year after such claim arose; otherwise, your claim is
permanently barred.
Governing Law & Venue
These Terms are governed by and construed in accordance with the laws of the State
of Tennessee, without giving effect to any principles of conflicts of law AND WILL
SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS
ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE
APPLICABLE. For any action at law or in equity relating to the arbitration provision of
these Terms, the Excluded Disputes or if you opt out of the agreement to arbitrate, you
agree to resolve any dispute you have with us exclusively in a state or federal court
located in Salt Lake City, UT and to submit to the personal jurisdiction of the courts
located in Salt Lake County for the purpose of litigating all such dispute
Termination & Severability
We may terminate this Agreement at any time, with or without notice, for any reason.
If any provision of these Terms is held to be unlawful, void, or for any reason
unenforceable during arbitration or by a court of competent jurisdiction, then that
provision will be deemed severable from these Terms and will not affect the validity and
enforceability of any remaining provisions. Our failure to insist upon or enforce strict
performance of any provision of these Terms will not be construed as a waiver of any
provision or right. No waiver of any of these Terms will be deemed a further or
continuing waiver of such term or condition or any other term or condition.
Entire Agreement
If you are using the Service on behalf of a legal entity, you represent that you are
authorized to enter into an agreement on behalf of that legal entity. These Terms
constitute the entire agreement between you and us and governs your use of the
Service, superseding any prior agreements between you and us. You will not assign the
Terms or assign any rights or delegate any obligations hereunder, in whole or in part,
whether voluntarily or by operation of law, without our prior written consent. Any
purported assignment or delegation by you without our appropriate prior written consent
will be null and void. We may assign these Terms or any rights hereunder without your
consent and the Terms will inure to the benefit of and be enforceable by our successor.

Neither the course of conduct between the parties nor trade practice will act to modify
the Terms. These Terms do not confer any third party beneficiary rights.
Territorial Restrictions
The information provided within the Service is not intended for distribution to or use by
any person or entity in any jurisdiction or country where such distribution or use would
be contrary to law or regulation or which would subject us to any registration
requirement within such jurisdiction or country. We reserve the right to limit the
availability of the Service or any portion of the Service, to any person, geographic area,
or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any
content, program, product, service, or other feature that we provide.
Software related to or made available by the Service may be subject to United States
export controls. Thus, no software from the Service may be downloaded, exported, or
re-exported: (a) into (or to a national or resident of) any country to which the United
States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Commerce Department's Table of Deny
Orders. By downloading any software related to the Service, you represent and warrant
that you are not located in, under the control of, or a national or resident of, any such
country or on any such list.
These Terms of Use were written in English (US). To the extent any translated version
of these Terms of Use conflicts with the English version, the English version controls.
Government Use
If you or your Organization is part of a U.S. Government agency, department or
otherwise, either federal, state or local (a “Government Customer”), then Government
Customer hereby agrees that the Service under these Terms qualifies as “Commercial
Computer Software” and “Commercial Computer Software Documentation”, within the
meaning of Federal Acquisition Regulation (“FAR”) 2.101, FAR 12.212, Defense
Federal Acquisition Regulation Supplement (“DFARS”) 227.7201, and DFARS 252.227-
7014. Government Customer further agrees that the terms of this Section 20 shall apply
to Customer. Government Customer’s technical data and software rights related to the
Service include only those rights customarily provided to the public as specified in these
Terms in accordance with FAR 12.212, FAR 27.405-3, FAR 52.227-19, DFARS
227.7202-1 and General Services Acquisition Regulation (“GSAR”) 552.212-4(w) (as
applicable). In no event shall source code be provided or considered to be a deliverable
or a software deliverable under these Terms. We grant no license whatsoever to any
Government Customer to any source code contained in any deliverable or a software
deliverable. If a Government Customer has a need for rights not granted under the
Terms, it must negotiate with us to determine if there are acceptable terms for granting
those rights, and a mutually acceptable written addendum specifically granting those
rights must be included in any applicable agreement. Any unpublished-rights are
reserved under applicable copyright laws. Any provisions contained in these Terms that

contradict any Law applicable to a Government Customer, shall be limited solely to the
extent permitted under such applicable Law.

 

Effective Date: March 26, 2024

Welcome to Wrent! Your privacy is critically important to us. This Privacy Policy is designed to inform you about our practices regarding the collection, use, and sharing of your information when you use our services and website.

Scope of This Privacy Policy

This policy applies to information we collect through your use of Wrent’s services, website, features, and any related information available through Wrent (collectively referred to as the "Service"). It does not apply to information collected by third-party websites linked through the Service.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. By accessing or using the Service, you agree to this Privacy Policy. If you do not agree with our policies and practices, your choice is not to use our Service.

Information We Collect

We collect several types of information from and about users of our Service, including
information:

  • Personally Identifiable Information (PII): This may include your name,
    address, email address, telephone number, and any other identifier by which you may be contacted online or offline. We collect this information directly from you when you provide it to us and automatically as you navigate through the site.
  •  Non-Personally Identifiable Information: We collect non-personal identification
    information about Users whenever they interact with our Service. Non-personal
    identification information may include the browser name, the type of computer,
    and technical information about Users means of connection to our Site, such as
    the operating system and the Internet service providers utilized, and other similar
    information.

How We Use Your Information

We use information collected about you or that you provide to us, including any
personal information:

  •  To present our Service and its contents to you.
  • To fulfill the purposes for which you provided the information or that were
    described when it was collected.
  • To carry out our obligations and enforce our rights arising from any contracts
    entered into between you and us.
  • To notify you about changes to our Service or any products or services we offer
    or provide through it.
  • For any other purpose with your consent.

We may also use your information to contact you about our own and third-party goods
and services that may be of interest to you.

Disclosure of Your Information

  • We may disclose aggregated information about our users and information that does not
    identify any individual without restriction.
  • We may disclose personal information that we collect, or you provide:
  • To our subsidiaries and affiliates.
  • To contractors, service providers, and other third parties we use to support our business.
  • To fulfill the purpose for which you provide it.For any other purpose disclosed by us when you provide the information.
  • With your consent.

Your Rights and Choices

You have rights under data protection laws in relation to your personal data, including
the right to access, correct, or delete your personal data, object to, or restrict processing
of your data, and the right to data portability.

Data Security

We have implemented measures designed to secure your personal information from
accidental loss and from unauthorized access, use, alteration, and disclosure. However,
the transmission of information via the internet is not completely secure. Although we do
our best to protect your personal information, we cannot guarantee the security of your
personal information transmitted to our Service.

Changes to Our Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes
by posting the new Privacy Policy on this page. You are advised to review this Privacy
Policy periodically for any changes.

Contact Information

To ask questions or comment about this Privacy Policy and our privacy practices,
contact us at: [email protected]

Effective Date: March 26, 2024

The customer agreeing to these terms (“Customer”) has entered into either a Terms of Use Agreement or SaaS Services Agreement with Wrent, Inc., (“Wrent”) under which Wrent has agreed to provide services to Customer (as amended from time to time, the "Agreement"). This Data Protection Addendum, including its applicable Appendices (the “Addendum”) will be effective and replace any previously applicable data processing and security terms as of the Addendum Effective Date (as defined below). This Addendum forms part of the Agreement.

 

1. Definitions

For purposes of this Addendum, the terms below shall have the meanings set forth
below. Capitalized terms that are used but not otherwise defined in this Addendum shall
have the meanings set forth in the Agreement.

1.1 “Addendum Effective Date” means the date on which the parties agreed to this
Addendum.

1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.

1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.

1.3 “Audit Reports” has the meaning given in Section 5.4.4 (Audit Reports).

1.4 “CCPA” means the California Consumer Privacy Act of 2018.

1.5 “Customer Personal Data” means any personal data or personal information of data subjects contained within the data provided to or accessed by Wrent by or on behalf of Customer or Customer end users in connection with the Services.

1.6 “Global Data Protection Legislation” means the European Data Protection
Legislation, CCPA, and LGPD as applicable to the processing of Customer Personal
Data under the Agreement.

1.7 “EEA” means the European Economic Area.

1.8 “EU” means the European Union.

1.9 “European Data Protection Legislation” means the GDPR and other data protection laws of the EU, its Member States, Switzerland, Iceland, Liechtenstein and Norway and the United Kingdom, applicable to the processing of Customer Personal Data under the Agreement.

1.10 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the
processing of personal data of EU data subjects and on the free movement of such
data, and repealing Directive 95/46/EC.

1.11 “Information Security Incident” means a breach of Wrent’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data in Wrent’s possession, custody or control. “Information Security Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

1.12 “LGPD” means the Brazilian General Data Protection Law.

1.13 “Standard Contractual Clauses” or “SCCs” mean the standard data protection
clauses for the transfer of personal data to processors established in third countries
which do not ensure an adequate level of data protection, as described in Article 46 of
the GDPR.

1.14 “Security Documentation” means all documents and information made available by Wrent under Section 5.4.1 (Audits).

1.15 “Security Measures” has the meaning given in Section 5.1.1 (Wrent’s Security
Measures).

1.16 “Services” means the services and/or products to be provided by Wrent to
Customer under the Agreement.

1.17 “Subprocessors” means third parties authorised under this Addendum to process
Customer Personal Data in relation to the Services.

1.18 “Term” means the period from the Addendum Effective Date until the end of
Wrent’s provision of the Services.

1.19 “Transfer Solution” means the Standard Contractual Clauses or another solution
that enables the lawful transfer of personal data to a third country in accordance with
Article 45 or 46 of the GDPR.

1.20 The terms “personal data”, “data subject”, “processing”, “controller”, “processor”
and “supervisory authority” as used in this Addendum have the meanings given in the

GDPR and LGPD, as applicable, and the terms “data importer” and “data exporter” have the meanings given in the Standard Contractual Clauses. The terms “personal information”, “Business”, and “Service Provider” have the meanings set forth in the
CCPA.

 

2. Duration of Addendum

This Addendum will take effect on the Addendum Effective Date and, notwithstanding
the expiration of the Term, will remain in effect until, and automatically expire upon,
Wrent’s deletion of all Customer Personal Data as described in this Addendum.

 

3.1 Roles and Regulatory Compliance; Authorization.

  • 3.1.1 Processor and Controller Responsibilities. This Addendum only applies to
    the extent that we are processing Customer Personal Data on behalf of
    Customer. If the European Data Protection Legislation, LGPD, or CCPA apply to the processing of Customer Personal Data, the parties acknowledge and agree that:
        • (a) the subject matter and details of the processing are described in
          Appendix 1;
        • (b) Wrent is a processor of that Customer Personal Data under the
          European Data Protection Legislation or LGPD, and/or a Service Provider
          with respect to that Customer Personal Data under the CCPA, as
          applicable;
        • (c) Customer is a either a controller or processor of that Customer
          Personal Data under European Data Protection Legislation or LGPD,
          and/or a Business with respect to that Customer Personal Data under the
          CCPA, as applicable;
        • (d) each party will comply with the obligations applicable to it under the
          applicable Global Data Protection Legislation with respect to the
          processing of that Customer Personal Data.
    • 3.1.2 Authorization by Third Party Controller. If the European Data Protection
      Legislation applies to the processing of Customer Personal Data and Customer
      is a processor, Customer warrants to Wrent that Customer’s instructions and
      actions with respect to that Customer Personal Data, including its appointment of
      Wrent as another processor and its consent to Wrent’s onward transfers of
      Customer Personal Data to its Subprocessors, have been authorized by the
      relevant controller.

3.2 Scope of Processing.

  • 3.2.1 Customer’s Instructions. By entering into this Addendum, Customer
    instructs Wrent to process Customer Personal Data only in accordance with
    applicable law: (a) to provide the Services; (b) as authorized by the Agreement,including this Addendum and its Appendices; and (c) as further documented in any other written instructions given by Customer and acknowledged in writing by Wrent as constituting instructions for purposes of this Addendum.3.2.2 Wrent’s Compliance with Instructions. Wrent will only process Customer Personal Data in accordance with Customer’s instructions described in Section
  • 3.2.1 (including with regard to data transfers) (“Customer’s Instructions”) unless the applicable Global Data Protection Legislation to which Wrent is subject requires other processing of Customer Personal Data by Wrent, in which case Wrent will notify Customer (unless that law prohibits Wrent from doing so on important grounds of public interest).

4. Data Deletion

4.1 Deletion on Termination. Unless otherwise set forth in the Agreement, upon
expiration of the Term, Customer instructs Wrent to delete all Customer Personal Data
(including existing copies) from Wrent’s systems as required by and in accordance with
applicable law as soon as reasonably practicable, unless applicable law prevents Wrent
from deleting such data. To the extent that Customer is bound by laws or regulations
that would require Wrent to retain Customer Personal Data after expiration of the Term
and Customer does not inform Wrent of such retention obligations, Customer shall be
solely liable for any deletion of such data by Wrent in accordance with this Section 4.1.

Data Security

5.1 Wrent’s Security Measures, Controls and Assistance.

  • 5.1.1 Wrent’s Security Measures. Wrent will implement and maintain technical
    and organizational measures to protect Customer Personal Data against
    accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Customer Personal Data as described in Appendix 2 (the"Security Measures"). Wrent may update or modify the Security Measures from time to time provided that such updates and modifications do not materially decrease the
    overall security of the Services.
  • 5.1.2 Security Compliance by Wrent Staff. Wrent will grant access to Customer
    Personal Data only to employees, contractors and Subprocessors who need
    such access for the scope of their performance and are subject to appropriate
    confidentiality arrangements.
  • 5.1.3 Wrent’s Security Assistance. Wrent will (taking into account the nature of
    the processing of Customer Personal Data and the information available to
    Wrent) provide Customer with reasonable assistance necessary for Customer to
    comply with its obligations in respect of Customer Personal Data under Global
    Data Protection Legislation, including Articles 32 to 34 (inclusive) of the GDPR
    and Articles 6 and 46 of the LGPD, by:
      • (a) implementing and maintaining the Security Measures in accordance
        with Section 5.1.1 (Wrent’s Security Measures);
      •  (b) complying with the terms of Section 5.2 (Information Security
        Incidents); and
      • (c) providing Customer with the Security Documentation in accordance
        with Section 5.4.1 (Reviews of Security Documentation) and the
        Agreement, including this Addendum.

5.2 Information Security Incidents.

 

  • 5.2.1 Information Security Incident Notification. If Wrent becomes aware of an
    Information Security Incident, Wrent will: (a) notify Customer of the Information
    Security Incident without undue delay after becoming aware of the Information
    Security Incident; and (b) take reasonable steps to identify the case of such
    Information Security Incident, minimize harm and prevent a recurrence.
  • 5.2.2 Details of Information Security Incident. Notifications made pursuant to this
    Section 5.2 (Information Security Incidents) will describe, to the extent
    reasonably practicable, details of the Information Security Incident, including (i)
    the nature of the Information Security Incident including where possible, the
    categories and approximate number of data subjects concerned and the
    categories and approximate number of personal data records concerned; (ii) the
    name and contact details of the data protection officer or other contact point
    where more information can be obtained, (iii) the likely consequences of
    Information Security Incident; (iv) steps taken, or proposed to be taken, to
    mitigate the potential risks and steps Wrent recommends Customer take to
    address the Information Security Incident including, where appropriate, measures
    to mitigate its possible adverse effects.
  • 5.2.3 Notification. Customer is solely responsible for complying with incident
    notification laws applicable to Customer and fulfilling any third party notification
    obligations related to any Information Security Incident(s).
  • 5.2.4 No Acknowledgement of Fault by Wrent. Wrent’s notification of or response
    to an Information Security Incident under this Section 5.2 (Information Security
    Incidents) will not be construed as an acknowledgement by Wrent of any fault or
    liability with respect to the Information Security Incident.

5.3 Customer’s Security Responsibilities and Assessment.

  • 5.3.1 Customer’s Security Responsibilities. Customer agrees that, without
    prejudice to Wrent’s obligations under Section 5.1 (Wrent’s Security Measures,
    Controls and Assistance) and Section 5.2 (Information Security Incidents):
  • (a) Customer is solely responsible for its use of the Services, including:
      • (i) making appropriate use of the Services to ensure a level of security
        appropriate to the risk in respect of the Customer Personal Data;
      • (ii) securing the account authentication credentials, systems and devices
        Customer uses to access the Services; and
      • (iii) securing Customer’s systems and devices Wrent uses to provide the
        Services; and
      • ((iv) backing up its Customer Personal Data.
  • b) Wrent has no obligation to protect Customer Personal Data that Customer
    elects to store or transfer outside of Wrent’s and its Subprocessors’ systems (for
    example, offline or on-premises storage).

5.3.2 Customer’s Security Assessment.

 

  • (a) Customer is solely responsible for reviewing the Security Documentation and
    evaluating for itself whether the Services, the Security Measures and Wrent’s
    commitments under this Section 5 (Data Security) will meet Customer’s needs,
    including with respect to any security obligations of Customer under the
    applicable Global Data Protection Legislation.
  • (b) Customer acknowledges and agrees that (taking into account the state of the
    art, the costs of implementation and the nature, scope, context and purposes of
    the processing of Customer Personal Data as well as the risks to individuals) the
    Security Measures implemented and maintained by Wrent as set out in Section
    5.1.1 (Wrent’s Security Measures) provide a level of security appropriate to the
    risk in respect of the Customer Personal Data.

5.4 Reviews and Audits of Compliance.

  • 5.4.1 Audits. Customer may audit Wrent’s compliance with its obligations under
    this Addendum up to once per year. In addition, to the extent required by the
    applicable Global Data Protection Legislation, including where mandated by
    Customer’s supervisory authority, Customer or Customer’s supervisory authority
    may perform more frequent audits (including inspections). Wrent will contribute to
    such audits by providing Customer or Customer’s supervisory authority with the
    information and assistance reasonably necessary to conduct the audit, including
    any relevant records of processing activities applicable to the Services. 
  • 5.4.2 Objections to Third Party Auditor. If a third party is to conduct the audit,
    Wrent may object to the auditor if the auditor is, in Wrent’s reasonable opinion,
    not suitably qualified or independent, a competitor of Wrent, or otherwise
    manifestly unsuitable. Such objection by Wrent will require Customer to appoint
    another auditor or conduct the audit itself.
  • 5.4.3 Request for Audit. To request an audit, Customer must submit a detailed
    proposed audit plan to Wrent at least two weeks in advance of the proposed
    audit date. The proposed audit plan must describe the proposed scope, duration,
    and start date of the audit. Wrent will review the proposed audit plan and provide
    Customer with any concerns or questions (for example, any request for
    information that could compromise Wrent security, privacy, employment or other
    relevant policies). Wrent will work cooperatively with Customer to agree on a final
    audit plan. Nothing in this Section 5.4 (Reviews and Audits of Compliance) shall
    require Wrent to breach any duties of confidentiality.
  • 5.4.4 Audit Reports. If the requested audit scope is addressed in an SSAE
    16/18/ISAE 3402 Type 2, AICPA SOC 2 (SOC for Service Organizations: Trust
    Services Criteria), ISO, NIST or similar audit report performed by a qualified third party auditor (“Audit Reports”) within twelve (12) months of Customer’s audit
    request and Wrent confirms there are no known material changes in the controls
    audited, Customer agrees to accept those findings in lieu of requesting an audit
    of the controls covered by the report.
  • 5.4.5 Conduct of Audit. The audit must be conducted during regular business
    hours at the applicable facility, subject to the agreed final audit plan and Wrent’s
    health and safety or other relevant policies and may not unreasonably interfere
    with Wrent business activities.
  • 5.4.6 Conditions of Audit. Customer will promptly notify Wrent of any non-
    compliance discovered during the course of an audit and provide Wrent any audit
    reports generated in connection with any audit under this Section 5.4 (Reviews
    and Audits of Compliance), unless prohibited by The applicable Global Data
    Protection Legislation or otherwise instructed by a supervisory authority.
    Customer may use the audit reports only for the purposes of meeting Customer’s
    regulatory audit requirements and/or confirming compliance with the
    requirements of this Addendum. The audit reports and any Wrent information
    shared during the audit process are Confidential Information of the parties under
    the terms of the Agreement.
  • 5.4.7 Expenses of Audit. Any audits are at Customer’s expense. Customer shall
    reimburse Wrent for any time expended by Wrent or its Subprocessors in
    connection with any audits or inspections under this Section 5.4 (Reviews and
    Audits of Compliance) at Wrent’s then-current professional services rates, which
    shall be made available to Customer upon request. Customer will be responsible
    for any fees charged by any auditor appointed by Customer to execute any such
    audit.
  • 5.4.8 Standard Contractual Clauses. The parties agree that this Section 5.4
    (Reviews and Audits of Compliance) shall satisfy Wrent’s obligations under the
    audit requirements of the Standard Contractual Clauses applied to Data Importer
    under Clause 5(f) and to any Sub-processors under Clause 11 and Clause 12(2).

 

6. Impact Assessments and Consultations

 

Wrent will (taking into account the nature of the processing and the information
available to Wrent) reasonably assist Customer in complying with its obligations under
The applicable Global Data Protection Legislation in respect of data protection impact
assessments and prior consultation, including, if applicable, Customer’s obligations
pursuant to Articles 35 and 36 of the GDPR, by:
6.1 Audit Reports and Security Measures.
Making available for review copies of the Audit Reports or other documentation
describing relevant aspects of Wrent’s information security program and the security
measures applied in connection therewith; and
6.2 Additional Information.

Providing the information contained in the Agreement including this Addendum.

7. Data Subject Rights

7.1 Customer’s Responsibility for Requests.
During the Term, if Wrent receives any request from a data subject in relation to
Customer Personal Data, Wrent will, at its sole discretion, (i) advise the Customer of the
request, (ii) advise the data subject to submit his or her request to Customer, and/or (iii)
notify the data subject that his or her request has been forwarded to the Customer.
Customer will be responsible for responding to any such request.
7.2 Wrent’s Data Subject Request Assistance.
Wrent will (taking into account the nature of the processing of Customer Personal Data)
provide Customer with self-service functionality through the Services or other
reasonable assistance as necessary for Customer to fulfil its obligation under The
applicable Global Data Protection Legislation to respond to requests by data subjects,
including if applicable, Customer’s obligation to respond to requests for exercising the
data subject’s rights set out in in Chapter III of the GDPR, Articles 18 and 19 of the
LGPD, or Section 1798.105 of the CCPA. Customer shall reimburse Wrent for any such
assistance beyond providing self-service features included as part of the Services at
Wrent’s then-current professional services rates, which shall be made available to Customer upon request.
8. Data Transfers

8.1 Data Storage and Processing Facilities.
Wrent may, subject to Section 8.2 (Transfers of Data Out of the EEA), store and process Customer Personal Data anywhere Wrent or its Subprocessors maintains
facilities.
8.2 Transfers of Data Out of the EEA.
 8.2.1 Wrent’s Transfer Obligations. If the storage and/or processing of Customer Personal Data (as set out in Section 8.1 (Data Storage and Processing
Facilities)) involves transfers of Customer Personal Data out of the EEA or Switzerland, and the European Data Protection Legislation applies to the
transfers of such data (“Transferred Personal Data”), Wrent will make such
transfers in accordance with a Transfer Solution, and make information available
to Customer about such Transfer Solution upon request.
 8.2.2 Customer’s Transfer Obligations. In respect of Transferred Personal Data,
Customer agrees that if under European Data Protection Legislation Wrent
reasonably requires Customer to use another Transfer Solution offered by Wrent
(other than the Standard Contractual Clauses, which are attached hereto as

Appendix 3 and incorporated by reference to the extent that Customer is
transferring Customer Personal Data out of the EAA or Switzerland to Wrent) and
Wrent reasonably requests that Customer take any action (which may include
execution of documents) required to give full effect to such solution, Customer
will do so.
8.3 Disclosure of Confidential Information Containing Personal Data. If Customer has entered into Standard Contractual Clauses as described in Section 8.2
(Transfers of Data Out of the EEA), Wrent will, notwithstanding any term to the contrary in the Agreement, make any disclosure of Customer's Confidential Information containing personal data, and any notifications relating to any such disclosures, in
accordance with such Standard Contractual Clauses. For the purposes of the Standard Contractual Clauses, Customer and Wrent agree that (i) Customer will act as the data
exporter on Customer’s own behalf and on behalf of any of Customer’s entities and (ii)
Wrent or its relevant Affiliate will act on its own behalf and/or on behalf of Wrent’s
Affiliates as the data importers.
9. Subprocessors
9.1 Consent to Subprocessor Engagement.
Customer generally authorizes the engagement of any other third parties as
Subprocessors and authorizes onward transfer of Customer Personal Data to any
Subprocessors engaged by Wrent. If Customer has entered into Standard Contractual
Clauses as described in Section 8.2 (Transfers of Data Out of the EEA), the above
authorizations will constitute Customer’s prior written consent to the subcontracting by
Wrent of the processing of Customer Personal Data if such consent is required under
the Standard Contractual Clauses.
9.2 Information about Subprocessors.
Information about Subprocessors, including their functions and locations, is available at
https://Wrent.com/dpa/subprocessors (as may be updated by Wrent from time to time in
accordance with this Addendum).
9.3 Requirements for Subprocessor Engagement.
When engaging any Subprocessor, Wrent will enter into a written contract with such
Subprocessor containing data protection obligations not less protective than those in the
Agreement (including this Addendum) with respect to the protection of Customer
Personal Data to the extent applicable to the nature of the Services provided by such
Subprocessor. Wrent shall be liable for all obligations subcontracted to, and all acts and
omissions of, the Subprocessor.
9.4 Idea to Object to Subprocessor Changes.

When any new Subprocessor is engaged during the Term, Wrent will, at least 30 days before the new Subprocessor processes any Customer Personal Data, notify Customer
of the engagement (including the name and location of the relevant Subprocessor and
the activities it will perform). Customer may object to any new Subprocessor by providing written notice to Wrent
within ten (10) business days of being informed of the engagement of the Subprocessor as described above. In the event Customer objects to a new Subprocessor, Customer
and Wrent will work together in good faith to find a mutually acceptable resolution to
address such objection. If the parties are unable to reach a mutually acceptable
resolution within a reasonable timeframe, Customer may, as its sole and exclusive
remedy, terminate the Agreement by providing written notice to Wrent.
10. Processing Records
10.1 Wrent’s Processing Records.
Customer acknowledges that Wrent is required under the GDPR to: (a) collect and
maintain records of certain information, including the name and contact details of each
processor and/or controller on behalf of which Wrent is acting and, where applicable, of
such processor’s or controller's local representative and data protection officer; and (b)
make such information available to the supervisory authorities. Accordingly, if the GDPR
applies to the processing of Customer Personal Data, Customer will, where requested,
provide such information to Wrent, and will ensure that all information provided is kept
accurate and up-to-date.
11. Liability
11.1 Liability Cap.
The total combined liability of either party and its Affiliates towards the other party and
its Affiliates, whether in contract, tort or any other theory of liability, under or in
connection with the Agreement, this Addendum, and the Standard Contractual Clauses
if entered into as described in Section 8.2 (Transfers of Data Out of the EEA) combined
will be limited to limitations on liability or other liability caps agreed to by the parties in
the Agreement, subject to Section 11.2 (Liability Cap Exclusions).
11.2 Liability Cap Exclusions.
Nothing in Section 11.1 (Liability Cap) will affect any party’s liability to data subjects
under the third-party beneficiary provisions of the Standard Contractual Clauses to the
extent limitation of such rights is prohibited by the European Data Protection Legislation.
12. Analytics

Customer acknowledges and agrees that Wrent may create and derive from processing
related to the Services anonymized and/or aggregated data that does not identify Customer or any natural person, and use, publicize or share with third parties such data to improve Agreed’s products and services and for its other legitimate business
purposes.

13. Notices Notwithstanding anything to the contrary in the Agreement, any notices required or permitted to be given by Wrent to Customer may be given (a) in accordance with the
notice clause of the Agreement; (b) to Wrent’s primary points of contact with Customer;
and/or (c) to any email provided by Customer for the purpose of providing it with
Service-related communications or alerts. Customer is solely responsible for ensuring
that such email addresses are valid.
14. Effect of These Terms
Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict
or inconsistency between this Addendum and the remaining terms of the Agreement,
this Addendum will govern.
Appendix 1

Subject Matter and Details of the Data Processing

This Appendix 1 is incorporated into the Addendum, and also forms part of the Standard
Contractual Clauses (if such Standard Contractual Clauses are applicable to Customer).
Data Importer
The Data Importer (or Service Provider/Processor) is Wrent, a provider of a productivity
solutions.
Data Exporter
The Data Exporter (or Business/Controller) is the Customer that is a party to the
Addendum.
Subject Matter
Wrent’s provision of the Services to Customer as set forth in the Agreement and the
Addendum.
Duration of the Processing

The Term plus the period from the expiry of the Term until deletion of all Customer Personal Data by Wrent in accordance with the Addendum. Nature and Purpose of the Processing Wrent will receive, process, and store Customer Personal Data for the purposes of
providing the Services to Customer in accordance with the Agreement and the
Addendum, to communicate with Customer and its end users, to provide customer
service, to monitor, maintain, and improve the Services, and to otherwise fulfill its
obligations under the Agreement.
Categories of Data
    First and last name
    Title

    Position
    Employer
    Contact information (company, email, phone, physical business address)
    ID data
    Connection data

    Localization data

    Other electronic data submitted, stored, sent, or received by an end user (which may include special categories of personal data under the GDPR, or sensitive
personal data under the LGPD, to the extent that such data is submitted, stored,
sent, or received by an end user; Wrent does not request or require any sensitive
or special categories of personal data for provision of the Services)
 Information related to invoices or payments made for the Wrent service
 Usage information
Data Subjects
 Employees, agents, advisors, and/or freelancers of Customer (who are natural
persons), and/or individuals about whom data is provided to Wrent via the
Services by (or at the direction of) Customer
 End users authorized by Customer to use the Services
Appendix 2

Security Measures

This Appendix 2 is incorporated into the Addendum, and also forms part of the Standard Contractual Clauses (if such Standard Contractual Clauses are applicable to Customer). As from the Addendum Effective Date, Wrent will implement and maintain the technical
and organizational Security Measures. Wrent may update or modify such Security Measures from time to time provided that such updates and modifications do not
materially decrease the overall security of the Services.
Appendix 3

Standard Contractual Clauses

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection the Customer accepting the Clauses pursuant to the Addendum (the
“Data Exporter”)
And Wrent, Inc. dba Wrent (the “Data Importer”)
Have WRENT on the following Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights
and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Background The data exporter has entered into a data processing addendum (“DPA”) with the data
importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data
importer is located in a country not ensuring an adequate level of data protection. To
ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal
data incidental thereto, subject to the data importer’s execution of, and compliance with,
the terms of these Clauses.

Clause 1: Definitions

For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in
Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on
the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any
other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for
processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written
subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to
the processing of personal data applicable to a data controller in the Member State in
which the data exporter is established;
(f) 'technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss,
alteration, unauthorized disclosure or access, in particular where the processing
involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2: Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the
Clauses.

 

Clause 3: Third-party beneficiary clause

 

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i),
Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and
Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by
operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to
(e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire
legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data
subject can enforce them against such entity. Such third-party liability of the
subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or
other body if the data subject so expressly wishes and if permitted by national law.

 

Clause 4: Obligations of the data exporter

 

The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and
will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not
violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing
services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical
and organizational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or
unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level
of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their
implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor
pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the
exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in
accordance with the Clauses, unless the Clauses or the contract contain commercial
information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in
accordance with Clause 11 by a subprocessor providing at least the same level of
protection for the personal data and the rights of data subject as the data importer under
the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).

 

Clause 5: Obligations of the data importer

 

The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance
with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the
contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from
fulfilling the instructions received from the data exporter and its obligations under the
contract and that in the event of a change in this legislation which is likely to have a
substantial adverse effect on the warranties and obligations provided by the Clauses, it
will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the
contract;
(c) that it has implemented the technical and organizational security measures specified
in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law
enforcement authority unless otherwise prohibited, such as a prohibition under
criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorized access, and
(iii) any request received directly from the data subjects without responding to
that request, unless it has been otherwise authorized to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its
processing of the personal data subject to the transfer and to abide by the advice of the
supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any
existing contract for subprocessing, unless the Clauses or contract contain commercial
information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the
security measures in those cases where the data subject is unable to obtain a copy
from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and
obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance
with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the
Clauses to the data exporter.

 

Clause 6: Liability

 

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or
his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has
assumed the entire legal obligations of the data exporter by contract of by operation of
law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order
to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data
importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under
the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by
contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own
processing operations under the Clauses.

 

Clause 7: Mediation and jurisdiction

 

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

 (b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its
substantive or procedural rights to seek remedies in accordance with other provisions of
national or international law.

Clause 8: Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

 

Clause 9: Governing Law

 

The Clauses shall be governed by the law of the Member State in which the data exporter is established

 

Clause 10: Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause

 

Clause 11: Subprocessing

 

1. The data importer shall not subcontract any of its processing operations performed
on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor'sobligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually
disappeared or have ceased to exist in law or have become insolvent and no successor
entity has assumed the entire legal obligations of the data exporter or data importer by
contract or by operation of law. Such third-party liability of the subprocessor shall be
limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be
updated at least once a year. The list shall be available to the data exporter's data
protection supervisory authority.

Clause 12: Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph

Effective Date: March 26, 2024

Welcome to Wrent! Your digital privacy is of paramount importance to us. This Cookie Policy explains how we, Wrent, use cookies, web beacons, and other similar tracking
technologies ("Tracking Technologies") on our websites and services. Our aim is to enhance your experience while respecting your privacy.

Understanding Tracking Technologies

  • Cookies: Not the edible kind, but small data files sent from a server to your web
    browser or mobile device, stored on your device. They help enhance site
    functionality, user experience, and provide us with valuable insights.
  • Web Beacons (Clear Gifs/Web Bugs):Tiny graphics with unique identifiers,
    similar to cookies, used to track online movements. Unlike cookies stored on a
    device, web beacons are embedded invisibly on web pages.

Our Use of Tracking Technologies

We employ Tracking Technologies for several purposes:

1. Essential Operations: They enable our sites to function correctly, ensuring you
can access all features seamlessly.
2. Performance Insights: To understand site performance, improve our services,
and fix any issues.
3. User Experience: Enhancing your interaction with our sites by remembering
your preferences and previous actions.
4. Marketing and Advertising: To deliver relevant advertisements and marketing
content based on your interests.

 

Third-party Partnerships

We sometimes partner with third-party services using Tracking Technologies to provide
certain features, conduct targeted online marketing, and offer relevant messaging on
our sites. These partners operate under their privacy policies, and we ensure they
respect your privacy choices.

Your Choices and Controls

Managing your cookie preferences is straightforward:

  • Browser Settings: Adjust your web browser’s settings to reflect your cookie
    preferences. Here’s how for Internet Explorer, Firefox, Chrome, and Safari.
  • Third-party Opt-Outs: You can opt out of third-party advertising cookies any
    time by visiting this opt-out page.

Disabling cookies and similar technologies might affect the functionality and features on our sites.

 

Updates to This Policy

 

We may update this policy periodically to reflect changes in our use of Tracking
Technologies or for other operational, legal, or regulatory reasons. The effective date at
the top will indicate the last update. We encourage you to review this policy frequently to
stay informed.

Contact Us

If you have any questions or need further clarification about our use of Tracking
Technologies, please contact our privacy team at [email protected] or by mail:
Wrent, Inc.
300 Delaware Ave., Ste 210
Wilmington, DE 19801
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