These Terms & Conditions (the “Terms”) govern the provision of Wrench’s software products and services to you. Together with each Order Form or Statement of Work you submit or execute (each incorporating these Terms by reference), these Terms form the agreement (the “Agreement”) between Wrench.ai, Inc. (“Wrench”) and the party identified as the customer (“Client” or “you”). Capitalized terms not defined here have the meaning given in the applicable Order Form or Statement of Work. To the extent any term of an Order Form or Statement of Work conflicts with these Terms, the Order Form / Statement of Work governs.
1. Definitions and Interpretation
“Licensed Deliverables” means the software, tools, models, documentation, and other materials expressly identified in the applicable Statement of Work that are made available by Wrench to Client for use under this Agreement, including any updates or modifications provided by Wrench during the Term. Each Statement of Work, and any amendments to it, is incorporated into this Agreement by reference.
“Derivative Work” means a revision, enhancement, modification, translation, abridgment, condensation or expansion of any Licensed Deliverable or any form in which any Licensed Deliverable may be recast, transferred, or adapted.
“Information” means information resulting from the use of any or all of the Licensed Deliverables.
“Licensed Materials” refers to any and all materials including documentation and support material, including any online training materials, in hard copy and electronic format designed to assist Client in the understanding, application, capability, maintenance, or use of the Licensed Deliverables which are delivered to Client by Wrench during the term of this Agreement, and any updates or modifications thereof.
“Machine Learning” means Wrench’s proprietary machine learning systems that are designed to develop improved models and algorithms as they process data and generate deliverables, including the Licensed Deliverables.
“Wrench Background IP” means all intellectual property, technology, software, models, algorithms, methods, tools, data, know-how, and materials that are owned, developed, or controlled by Wrench prior to the Effective Date or developed independently of this Agreement, including any improvements or enhancements thereto.
“Software” refers to (i) certain proprietary software made available to Client pursuant to the terms of this Agreement as more fully described in the applicable Statement of Work, and (ii) any Wrench-delivered updates, upgrades, enhancements, or modifications to the Software.
“Work Product” means the product or other things developed by Wrench or Client, using the Licensed Deliverables, as detailed in the applicable Statement of Work.
2. Scope of Services
List of Services. The services provided by Wrench to the Client shall be those services found in the applicable Statement of Work, as well as any additional services described in one or more Statements of Work that may be executed by the parties from time to time during the Term (the “Services”). Each Statement of Work, and any executed amendment or modification to it, is incorporated into this Agreement by reference and bound by the terms of this Agreement. Any amendments to a Statement of Work must be made in writing and agreed to by both Parties.
Conflicts with a Statement of Work. To the extent that any of the terms of a Statement of Work conflicts with any term in these Terms, the Statement of Work shall govern.
Client Obligations. Client agrees to fully cooperate with Wrench in the performance of the Services and to be reasonably available to coordinate such performance. For each applicable Statement of Work, Client shall designate a single point of contact with authority to manage the engagement on Client’s behalf. Client shall use the Licensed Deliverables solely as permitted under this Agreement and shall take reasonable steps to prevent and promptly terminate any unauthorized use of the Licensed Deliverables or Work Product by any person who obtained access through Client. Client may copy the Licensed Deliverables only as necessary for its authorized use under this Agreement, provided that all proprietary notices are preserved, and all such copies shall remain the property of Wrench.
Client is solely responsible, at its expense, for obtaining and maintaining all consents, licenses, permits, approvals, and governmental authorizations required for Client’s use of the Services, Licensed Deliverables, and any Work Product, unless otherwise expressly stated in a Statement of Work. Client shall comply with all applicable laws and regulations in connection with its use of the Services and Licensed Deliverables, including export control, data privacy, and data protection laws, and shall obtain all required consents from individuals whose personal data is processed in connection with such use.
Non-Exclusivity. Client acknowledges and agrees that Wrench is an independent service provider and may provide services and licensed deliverables similar to the Services or Licensed Deliverables to other clients, including clients that may compete with Client, without restriction. Nothing in this Agreement shall be construed to prohibit Wrench from operating its business or from providing its services, software, or licensed deliverables to any third party.
3. License Grant
Subject to the terms and conditions of this Agreement, Wrench hereby grants to the Client a non-exclusive, worldwide, royalty-free license to use the Licensed Deliverables solely as expressly permitted under this Agreement. The License shall become perpetual upon the Client’s payment of all applicable Fees, provided that the License shall automatically terminate upon Client’s material breach of this Agreement, termination of this Agreement, or any unauthorized use of the Licensed Deliverables made by Client or its agents, successors, assigns, or affiliates. Except as expressly granted herein, no ownership rights to the Licensed Deliverables are conveyed to the Client, and Wrench reserves all rights not expressly granted.
4. Intellectual Property Ownership
Wrench Intellectual Property (Background IP). As between the parties, Wrench retains all ownership rights, title, and interest in and to the Wrench Background IP, Licensed Deliverables, Information, Derivative Work, Work Product, Licensed Materials, Software, and all underlying or related intellectual property. Except for the limited license expressly granted under this Agreement, no ownership rights in the foregoing are transferred to Client, and this Agreement does not constitute a sale of any intellectual property rights.
Work Product Ownership. Subject to Client’s full payment of all applicable Fees, all right, title, and interest in and to any Work Product expressly identified in a Statement of Work as being delivered to Client shall vest in Client. To the extent any such Work Product does not qualify as a “work made for hire,” Wrench hereby irrevocably assigns to Client all right, title, and interest in such Work Product. Notwithstanding the foregoing, Client acknowledges that the Work Product may incorporate or rely upon Wrench Background IP, Licensed Materials, Information, Derivative Work or Licensed Deliverables, in which Wrench retains all ownership rights.
Embedded IP License. To the extent any Wrench Background IP or Licensed Deliverables are embedded in or necessary to use the Work Product, Wrench grants Client a non-exclusive, perpetual, royalty-free, irrevocable license to use such embedded intellectual property solely as necessary for Client’s internal use and exploitation of the Work Product in accordance with this Agreement.
No Transfer of Licensed Deliverables. The Licensed Deliverables are licensed to Client, not sold or transferred by this Agreement. Except as expressly permitted under this Agreement or an applicable Statement of Work, Client may not assign, transfer, sublicense, or otherwise convey the Licensed Deliverables or Wrench Background IP to any third party without the express written consent of Wrench. Any attempted transfer in violation of this Section shall be void and shall be a material breach of this Agreement.
Use of Name and Trademarks. Wrench may identify Client as a customer of Wrench in its marketing and promotional materials, including by using Client’s name and logo solely for such purposes. Client hereby grants Wrench a non-exclusive, royalty-free, revocable license to use Client’s trademarks, name, logo and tradenames for marketing purposes during the Term. Client may use Wrench’s trademarks solely to identify Wrench as a service provider, subject to Wrench’s prior written approval of each such use, which shall not be unreasonably withheld. Except as expressly permitted in this Section, neither party shall use the other party’s name, trademarks, logos, or branding without prior written consent.
5. Term
Initial Term. This Agreement shall commence as of the Effective Date and shall continue in effect until terminated in accordance with this Agreement (the “Initial Term”). Each Statement of Work executed by the parties during the Initial Term shall have its own term as specified in the applicable Statement of Work. The license granted under this Agreement shall commence upon Client’s reasonable acceptance of the applicable Licensed Deliverables and payment of the applicable Fees.
Renewal Terms. Unless otherwise specified in the applicable Order Form or Statement of Work, this Agreement, together with each Order Form and Statement of Work, shall automatically renew for successive one (1)-year periods (each, a “Renewal Term”) at the end of the Initial Term and at the end of each Renewal Term. Either Party may elect not to renew by providing written notice of non-renewal to the other Party at least thirty (30) days before the end of the then-current term. This Agreement may also be renewed or expanded through the execution of additional Statements of Work. Where an Order Form or Statement of Work specifies a different term length, renewal cadence, or notice period, the terms of that Order Form or Statement of Work govern.
Term. The Initial Term and any Renewal Terms shall collectively constitute the “Term” of this Agreement.
6. Termination
For Convenience. Wrench may terminate the Initial Term or any subsequent Renewal Term of this Agreement without cause upon thirty (30) days’ advance written notice to the Client. Termination by Wrench for convenience shall not relieve Client of its obligation to pay for all Services performed, Licensed Deliverables provided, and fees incurred through the effective date of termination. Client may not terminate this Agreement for Convenience.
For Cause. Either Party may terminate the Initial Term or any subsequent Renewal Term of this Agreement for cause upon thirty (30) days’ advance written notice to the other party. “Cause” shall be defined as a breach of any of the terms and conditions in this Agreement, and shall include but not be limited to: (i) failure by the Client to make full and timely payments to Wrench for its Services; (ii) repeated (2 or more) violations by Client of any policies, instructions, requests, or procedures provided to Client by Wrench; (iii) any act of fraudulent activity; (iv) if either party files for bankruptcy of any kind or is otherwise insolvent; or (v) any felony criminal conviction of either Party.
Acceleration Upon Nonpayment or Improper Termination. If Client (i) fails to make any payment when due, (ii) attempts to terminate this Agreement without cause, or (iii) materially breaches this Agreement and fails to cure such breach within 15 days of notice, then all amounts owed or to become owed under this Agreement and any applicable Statement of Work shall immediately become due and payable, without further notice or demand. Client recognizes and acknowledges that Wrench expends a great amount of resources, time, and capital at the front end of performing the Services, and that this Acceleration provision for all fees due and to become due is just and reasonable.
Effect of Termination of Statements of Work. If this Agreement is terminated by either party for any reason, then any outstanding Statement of Work will be automatically terminated and Wrench will be excused from performance of its obligations under the Statement of Work after termination. Notwithstanding the foregoing, Client shall remain responsible for any unpaid balances under any terminated Statement of Work until paid in full.
Post-Termination Obligations. (i) Upon termination for any reason, Client shall remain responsible for all amounts due and owing to Wrench through the effective date of termination, and any amounts that become immediately due and payable pursuant to this Agreement. Termination shall not relieve Client of any payment obligation incurred prior to or after termination. (ii) Upon termination, Client shall cease any use of the Wrench Background IP, Licensed Deliverables, Information, Derivative Work, Work Product, Licensed Materials, and Software, except to the extent that any license expressly survives termination, and shall promptly return or permanently destroy all such materials in Client’s possession or control.
No Liability for Termination. Wrench shall not be liable to Client or to any third party for any damages, losses, or claims arising out of or related to the termination of this Agreement in accordance with its terms, and Client agrees to indemnify, defend and hold harmless Wrench from any and all claims and damages regarding the same.
7. Payment for Services
Fees. In consideration of the licenses granted and the Services provided under this Agreement, Client shall pay Wrench the fees set forth in the applicable Order Form and Statement of Work (collectively, the “Fees”). Fees for Licensed Deliverables shall be due upon Client’s reasonable acceptance of such Licensed Deliverables, and Fees for Services shall be due as set forth in the applicable Statement of Work. Upon Client’s payment in full of the Fees applicable to any Licensed Deliverables, the license granted with respect to such Licensed Deliverables shall be fully paid, subject to the terms and conditions of this Agreement.
Non-Refundable Fees. All Fees are non-refundable. Except as expressly set forth in this Agreement, no refund, credit, or proration of Fees — including prepaid, unused, or partial-period Fees — will be provided upon cancellation, non-renewal, or termination for any reason. Non-renewal under Section 5 does not entitle Client to any refund of Fees paid or relief from amounts already accrued. The Services and Licensed Deliverables are provided on an “as-is” basis and Client accepts them as such.
Invoicing and Payment Terms. Unless otherwise specified in writing by Wrench, all invoices shall be payable in United States dollars within thirty (30) days of the invoice date. Client shall pay all amounts due without offset, deduction, or withholding, except as required by applicable law. An invoice shall be deemed received when sent if delivered by email or other electronic message, or on the date delivered if sent by first-class mail or nationally recognized overnight courier.
Late Payments. If Client fails to pay any undisputed invoice by the due date, Wrench may, upon written notice to Client and without limiting any other rights or remedies: (i) suspend or discontinue Services without further liability to Client; (ii) suspend or revoke access to the Licensed Deliverables, including any related licenses or subscriptions; and/or (iii) assess a late charge on the outstanding balance at the rate of five percent (5%) per month, or the maximum rate permitted by applicable law, whichever is less, accruing from the original due date until paid.
8. Confidentiality; Data Privacy
Non-Disclosure of Confidential Information. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) non-public, proprietary, and confidential information (“Confidential Information”). Information will only be considered Confidential Information if it is disclosed in writing or other tangible form and clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and then summarized in writing and confirmed as confidential.
Receiving Party’s Obligations. A Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least a commercially reasonable degree of care; (b) not use the Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any person or entity except to those who need to know it to assist the Receiving Party in exercising its rights or performing its obligations under this Agreement.
Exclusions. The confidentiality provisions shall not apply to information which: (i) is or becomes publicly available without the Receiving Party’s breach; (ii) is disclosed to the Receiving Party without restriction by a third party with the right to disclose it; or (iii) the Receiving Party can demonstrate with written evidence was independently developed without reliance on any Confidential Information.
Compelled Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to disclosure, use commercially reasonable efforts to notify the Disclosing Party to afford it the opportunity to seek, at its sole cost, a protective order or other remedy.
Data Privacy; Customer Data. Client is solely responsible for compliance with all applicable data privacy, data protection, and consent laws in connection with its use of the Services and Licensed Deliverables. As between the parties, Client retains all right, title, and interest in Customer Data provided by Client. Client grants Wrench a limited, non-exclusive license to use Customer Data solely to perform its obligations under this Agreement and any applicable Statement of Work. Client shall not provide any data to Wrench that it is not legally authorized to provide.
Trade Secrets. The Licensed Deliverables and Wrench Background IP constitute trade secrets and proprietary information of Wrench. Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Licensed Deliverables except as expressly permitted under this Agreement.
Survival. The terms of this Section shall survive in perpetuity from the date of disclosure of Confidential Information.
9. Covenant to Cooperate
Client agrees to cooperate reasonably and in good faith with requests by Wrench made to further the provision of Services under this Agreement. Client agrees to inform Wrench of any bugs or issues with the Licensed Materials so that Wrench can fix said issues and refine the Licensed Deliverables. Client understands that it is industry standard that initially the Licensed Deliverables will have bugs and issues that will require further work by Wrench, and Client agrees to cooperate fully with Wrench to refine the product for Client’s use.
10. Representations Regarding AI Hallucinations
Client acknowledges and understands that artificial intelligence (“AI”) Licensed Deliverables and AI products provided to Client under this Agreement (“Products”) use groundbreaking AI technology through Wrench’s performance of the Services, which has certain risks of error that Client is assuming. Such Products can occasionally produce responses that are incorrect or misleading. Client hereby represents and warrants that it understands and acknowledges that AI is inherently risky and may produce inaccurate, incomplete, offensive, biased, or misleading outputs, including but not limited to hallucinations, fabricated information, and other unpredictable results (collectively, “AI Limitations”). Client acknowledges and agrees that it should not rely on the Products as a singular source of truth and should carefully scrutinize any high-stakes information given by the Products. Client further acknowledges that any AI Products developed by Wrench pursuant to this Agreement may contain or exhibit such AI Limitations despite Wrench’s reasonable efforts to mitigate such risks. Client agrees to indemnify, defend, and hold harmless Wrench and its successors, affiliates, subsidiaries, and their respective employees, officers, directors, agents, and assignees from and against all claims, liabilities, damages, judgments, penalties, losses, and costs (including reasonable attorneys’ fees and costs, including those of in-house counsel) arising from or relating to any AI Limitations in the AI Products developed by Wrench under this Agreement. Wrench agrees to give Client prompt notice of any claim or litigation for which indemnification is sought under this Section. This indemnification obligation shall survive the expiration or earlier termination of this Agreement.
11. Warranties, Indemnification, and Limitations on Liability
Wrench General Warranty. Wrench represents and warrants that the Services will be performed, and the Licensed Deliverables will be provided: (A) in compliance with all applicable laws, regulations and rules relating to their provision; (B) in a professional and workmanlike manner in accordance with industry standards; and (C) using personnel qualified to perform the tasks necessary for delivering the Services and Licensed Deliverables. These warranties shall survive for a period of sixty (60) days following the date of performance of such Services or delivery of the Licensed Deliverables, at which time they shall expire.
Client General Warranty. Client represents and warrants that it is and will continue to be a duly-registered legal entity, that it is authorized to use and receive the Licensed Deliverables and Services, and that its use of the Licensed Deliverables and Services shall not infringe on any applicable laws, regulations or third-party intellectual property rights. Client covenants that it will (1) follow Wrench’s instructions related to the performance of the Services; (2) not intentionally interfere with Wrench’s performance of the Services; and (3) not allow Client’s customers, vendors, contractors, agents and/or affiliates to interfere with Wrench’s performance of the Services.
Limited Warranty. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER OR RELATED TO THE PERFORMANCE OF THE LICENSED DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE, AND EACH PARTY HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, WRENCH DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS OR THAT THE SERVICES WILL BE PROVIDED OR OPERATE UNINTERRUPTED OR ERROR-FREE. THE PARTIES ACKNOWLEDGE AND AGREE THE LICENSED DELIVERABLES SHALL BE LICENSED AND ACCEPTED IN AN “AS IS” CONDITION. Client further recognizes, acknowledges and agrees that it is industry standard for the Licensed Deliverables and any Software or Derivative Work stemming from the Licensed Deliverables to likely contain bugs initially and require further refining by Wrench with the cooperation of Client.
Limitations on Liability. EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL WRENCH BE LIABLE TO CLIENT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF DATA, GOOD WILL, OR BUSINESS PROFITS, WORK STOPPAGE, DAMAGES OF ANY KIND FROM THIRD PARTY CLAIMS, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES. UNDER NO CIRCUMSTANCES SHALL WRENCH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO WRENCH UNDER THIS AGREEMENT DURING THE NINETY (90) CALENDAR DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO CLIENT’S CLAIM.
Further Client Indemnification. Client agrees, along with all other indemnifications in this Agreement, to protect, defend, indemnify and hold harmless Wrench, its officers, directors, employees and their invitees from and against all claims, damages, demands, and causes of action of every kind and character without limit arising out of or related to: (1) Client’s or its sub-contractors’ performance or non-performance of this Agreement and any associated Statement of Work; (2) Client’s or its employees’, agents’, or assigns’ failure to follow any instruction or request made by Wrench with respect to the Services, Licensed Deliverables, or Work Product; (3) Client’s business operations or the actions or omissions of any Client subcontractor, affiliate, or vendor; and/or (4) any third-party claims or damages of any kind resulting from Client’s use of the Services, Licensed Deliverables, Work Product, or Information. In no way shall Wrench be held liable for any claims, damages, or loss of any kind resulting from actions taken by Client with respect to Client’s regulatory filings, governmental applications, compliance decisions, data practices, or use or misuse of the Services, Licensed Deliverables, or Work Product, whether such use is proper or improper, and Client agrees to indemnify and hold Wrench harmless from the same. The parties agree that this indemnity shall be interpreted as broadly as legally possible.
Survival. This Section and all the terms, representations, covenants, and conditions found herein shall survive termination of this Agreement.
12. Applicable Law
This Agreement will be governed by and interpreted in accordance with the laws of the State of Utah, without regard to principles of conflicts of law. Wrench and the Client consent to the exclusive jurisdiction of the federal or state courts located in Salt Lake County, Utah, for any legal action, suit or proceeding arising out of or in connection with this Agreement.
13. Equitable Relief
Client acknowledges that Wrench’s proprietary software, Licensed Deliverables, and Confidential Information constitute valuable business assets, and that any unauthorized use, disclosure, or misuse of such materials would cause harm to Wrench that may not be adequately remedied by monetary damages alone. Accordingly, in the event of any actual or reasonably imminent breach by Client of its obligations relating to the use, protection, or confidentiality of the Licensed Deliverables or Wrench’s Confidential Information, Wrench will be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.
14. Attorney Fees
If either Party brings any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, including those incurred on appeal.
15. General
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties. No other person or entity has any rights or remedies under this Agreement.
Severability. Should any term of this Agreement be held to be illegal or unenforceable, the remaining terms will continue in full force and effect, and the offending term will be limited or deleted to the extent necessary to make it enforceable, and the Parties agree to negotiate in good faith a modified, legally-enforceable term that reflects their original intent.
Waiver. No failure to act with respect to a breach will waive any right of a Party to act with respect to such breach or any subsequent or similar breaches, or any of its rights under this Agreement.
Modification. No waiver, alteration or modification of this Agreement will be binding or effective unless in writing and signed by a duly-authorized representative of both Wrench and the Client.
Entire Agreement. This Agreement, including the Order Forms and related Statement(s) of Work incorporated herein by reference, constitutes the entire agreement and supersedes all other oral or written agreements, communications and documents between the Parties with respect to the subject matter hereof.
Force Majeure. Except for the duty to make payments when due and the indemnification provisions under this Agreement, neither party shall be responsible to the other for any delay, damage, or failure caused by a Force Majeure Event (any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, governmental laws, rules and regulations, inability to procure material or labor, or any other causes, except financial, beyond the control of either party).
Notice. All notices, consents, and other communications required under this Agreement will be in writing and will be deemed given when mailed by first-class mail or a nationally recognized overnight courier to the addresses of the Parties, or when sent by email, text message, or other electronic message. Notices will be deemed received: (a) within three (3) days after depositing in first-class mail; (b) by close of business the next business day if delivered by recognized overnight carrier; or (c) when sent if sent electronically.
Independent Contractor. Wrench, in performance of this Agreement, is acting as an independent contractor and not as an employee, agent, or partner of the Client. No partnership, agency, or similar relationship is created by this Agreement.
Mutual Warranties. Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement; (b) no third-party authorization or approval is required for its execution, delivery, or performance; and (c) its execution, delivery, and performance of this Agreement does not violate applicable law or any other agreement by which it is bound.
Foreign Corrupt Practices Act. Client represents and warrants that it, and its employees and agents, will comply with all applicable anti-corruption and anti-bribery laws, including the United States Foreign Corrupt Practices Act.