PLEASE READ THESE TERMS CAREFULLY. BY USING WELLRUN, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
By accessing or using the Service, you agree to be bound by this Agreement. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree to these Terms, you must not access or use the Service.
This Agreement is effective as of the date of your first use of the Service.
During the Subscription Term, we grant you and your End Users a limited, non-exclusive, non-transferable right to access and use the Service in accordance with this Agreement. You are responsible for all acts and omissions of your End Users.
You and any End User must be at least 18 years of age to use the Service.
If you register for a free trial, the Service will be available to you free of charge for 7 days. Unless you purchase a subscription before the trial ends, your data may be permanently deleted and we will not recover it.
You agree not to, directly or indirectly:
You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify us immediately of any unauthorized use. We are not responsible for losses resulting from stolen or compromised credentials.
We may modify the Service from time to time to improve your experience. We will endeavor to communicate material changes in advance.
Subscription Fees will remain fixed during your current term unless you upgrade your plan. We reserve the right to change fees upon 30 days' notice, which may be provided by email or by posting on the Wellrun website.
By providing a payment method, you authorize us to charge all fees payable during the Subscription Term. We may use a third-party payment processor (currently Stripe) and you consent to the disclosure of your payment information to that processor. In the event of a failed charge, we reserve the right to retry billing.
Annual subscriptions are billed in advance for the full year at a discounted rate. The discount reflects a commitment to the full annual term. Annual subscriptions may not be downgraded or cancelled for a refund during the annual billing period. Plan changes on annual subscriptions take effect at the next annual renewal date.
All fees are exclusive of applicable taxes. You are responsible for paying any taxes associated with your use of the Service.
You may upgrade your subscription at any time; upgrades take effect immediately with prorated billing. Downgrades and cancellations take effect at the end of your current billing cycle. For annual subscriptions, downgrades take effect at the end of the annual term. No refunds or credits are provided for unused time within a current billing period.
To prevent automatic renewal, you must cancel before your renewal date via your account settings. Email or phone requests alone do not constitute cancellation. You are solely responsible for properly cancelling your account.
All subscription fees are non-refundable, including annual subscriptions. The discounted annual rate reflects a commitment to the full billing term. By subscribing, you agree that no refunds will be issued for unused portions of any billing period, whether monthly or annual.
You retain all rights and ownership of your Customer Data. We do not claim ownership of your organization data, client information, financial figures, or time allocations.
You grant us a limited, non-exclusive, worldwide, royalty-free license to use, host, reproduce, and process your Customer Data solely as necessary to provide the Service to you and as permitted by this Agreement.
You represent and warrant that: (i) you have all rights necessary to submit Customer Data to us; and (ii) our use of Customer Data in accordance with this Agreement will not infringe any third-party rights or breach any agreement.
We may derive aggregated, de-identified insights from Customer Data or usage of the Service ("Service Information"). Service Information contains no Personal Data and may be used by us to improve and develop the Service.
You may export or delete your data at any time through the Service. Upon account deletion, we will remove your personal data within 30 days, except where retention is required by law.
The Service — including its design, features, code, documentation, and branding — is owned by Wellrun and protected by applicable intellectual property laws. This Agreement does not grant you any license to our software, trademarks, logos, or brand elements.
We welcome feedback and suggestions. By submitting feedback, you grant us a perpetual, irrevocable, royalty-free license to use it for any business purpose, including improving the Service.
Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care. Neither party will use the other's Confidential Information outside the scope of this Agreement or disclose it to third parties without prior written consent, except as required by law. Customer Data is considered Confidential Information of the Customer.
If disclosure is required by law, the receiving party will provide prompt notice to the other party (where permitted) and disclose only the minimum information required.
You agree to indemnify, defend, and hold harmless Wellrun and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and costs (including reasonable attorneys' fees) arising from: (a) your unauthorized or unlawful use of the Service; (b) your breach of this Agreement; (c) your combination of the Service with third-party materials not provided by us; or (d) unauthorized use of the Service by any person using your credentials.
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WELLRUN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE SERVICE PROVIDES FINANCIAL INSIGHTS BASED ON YOUR INPUTS — IT IS NOT A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, ACCOUNTING, OR LEGAL ADVICE.
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING FROM THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.
OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO US IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
YOU UNDERSTAND AND AGREE THAT ABSENT THIS LIMITATION, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
Neither party will be liable for delays or failures in performance caused by events outside their reasonable control, including acts of war, natural disasters, telecommunications outages, government restrictions, or pandemics. Each party will use reasonable efforts to mitigate the impact of such events.
You may not assign or transfer this Agreement without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets, provided that successor is not a competitor of ours. We may assign this Agreement in connection with a merger, acquisition, or sale of our assets.
This Agreement is governed by the laws of the United States. Any disputes arising from this Agreement shall be resolved through binding arbitration in accordance with applicable arbitration rules, except where prohibited by law.
You agree to comply with all applicable laws and regulations in your use of the Service, including export control laws. We reserve the right to disclose information as required by law, regulation, or valid legal process.
If any provision of this Agreement is found invalid or unenforceable, that provision will be modified to reflect the parties' intent as closely as possible, and the remaining provisions will continue in full force and effect.
Failure to enforce any provision of this Agreement will not constitute a waiver of that or any other provision. A waiver on one occasion does not constitute a waiver on any future occasion.
Except for claims related to nonpayment or intellectual property, no action arising from this Agreement may be brought more than one (1) year after the cause of action accrued.
This Agreement constitutes the entire agreement between you and Wellrun with respect to the Service and supersedes all prior proposals, agreements, and communications, whether oral or written.
We reserve the right to modify these Terms at any time. Material changes will be communicated by email or through the Service at least 30 days before they take effect. Your continued use of the Service after changes constitutes acceptance of the updated Terms.
If you have questions about these Terms, please contact us at:
hello@wellrun.agency
Wellrun LLC
wellrun.agency