Legal

Master Service Agreement

The terms governing your subscription to WeGuard services.

Last updated: January 07, 2026

This Master Subscription Agreement governs Your access to and use of the Wenable SaaS (Software as a Service). Capitalized terms have the definitions set forth herein.

Important: This Agreement was effective between You and Wenable as of the date You accept it by either (1) clicking a box indicating Your acceptance or (2) executing an Order Form.

If you register for a Free Trial or Free Services, the applicable provisions of this Agreement will also govern that Free Trial or Free Services.

01Agreement Acceptance#

By (1) clicking a box indicating acceptance of this Agreement, (2) executing an Order Form that references this Agreement, or (3) using free services, You agree to the terms of this Agreement.

Authority: If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to this Agreement. If you do not have such authority, you must not accept this Agreement and may not use the Services.

02Definitions#

Affiliate

Any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Agreement

This Master Subscription Agreement, Order Form(s) referencing this Master Subscription Agreement, and information contained in a URL or policy referenced in this Master Subscription Agreement and/or Documentation.

Devices

The authorized electronic devices that are managed by the Services.

Documentation

The Service's implementation and security documentation, usage guidelines, and/or policies, each as updated from time to time.

Free Services

Services that Wenable makes available to You free of charge, excluding Free Trials and Services for which You have paid Fees.

Free Trial

A temporary subscription to the Services for which no Fees are charged, subject to the terms and conditions of this Agreement.

Order Form

An ordering document or online purchasing or registration portal that specifies the Services to which You have subscribed.

Services

The products and services purchased by You and provided by Wenable, as specified on an Order Form. Excludes Free Services, Free Trials, and Third Party Products.

Third-Party Products

A web-based, offline, mobile, or other software application functionality that is provided by You or a third party and interoperates with a Service.

User

Individuals who are authorized by You to use the Services, for whom a subscription to the Services has been procured. Users may include employees, consultants, clients, external users, contractors, agents, and third parties.

Your Data

All electronic data submitted by You or on Your behalf to the Services.

03Wenable's Obligations#

Access to Services

Wenable will make the Services available to You pursuant to this Agreement during the applicable Subscription Term. During a Subscription Term, the functionality of the Services will not materially decrease. Wenable will provide industry-standard support and use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime for maintenance and circumstances beyond Wenable's reasonable control.

Free Trial Warning

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES DURING A FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION BEFORE THE END OF THE FREE TRIAL PERIOD.

During the Free Trial, all features are provided "AS-IS" without any warranty. Wenable will have no indemnification obligations nor liability of any type with respect to the Services for the Free Trial period unless such exclusion of liability is not enforceable under applicable law, in which case Wenable's liability shall not exceed $500.00.

Free Services

ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND WENABLE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES, except as limited by law to $500.00 maximum liability.

Wenable may, in its sole discretion and for any or no reason, terminate Your use of or access to the Free Services. You are solely responsible for exporting Your Data from the Free Services prior to termination.

04Use of Services#

Subscriptions

Your right to access and use the Services is purchased as subscriptions for the Device-based tiered plans and for the term stated in the applicable Order Form. Your purchases are not contingent on the delivery of any future functionality or features.

Your Responsibilities

You are responsible for all activities conducted under Your and Your Users' logins to the Services. You will use the Services in compliance with this Agreement, the applicable Order Form, and all Documentation.

Usage Limits

If You exceed a contractual limit, Wenable may work with you to either execute an Order Form for additional subscriptions or reduce your usage. If you are unable or unwilling to abide by a contractual limit, Wenable may suspend or decrease the functionality of Your Services.

Usage Restrictions

You will not:

  • Sell, resell, license, sublicense, distribute, rent or lease the Services
  • Store personal health data, credit card data, personal financial data or other sensitive data subject to HIPAA, GLBA, or PCI DSS
  • Use the Services to store or transmit infringing, libelous, or otherwise unlawful material
  • Use the Services to store or transmit Malicious Code
  • Attempt to gain unauthorized access to, or disrupt the integrity or performance of the Services
  • Permit access that circumvents a contractual usage limit
  • Modify, copy or create derivative works based on the Services
  • Disassemble, reverse engineer, or decompile the Services

Third-Party Products

Your use of Third-Party Products is in Your sole discretion, and Wenable does not warrant, guarantee or support such Third-Party Products. Wenable cannot guarantee the continued availability of such integrations. The terms of use of any Third-Party Product are solely between You and the applicable third party.

05Proprietary Rights#

Reservation of Rights

Subject to the limited rights expressly granted in this Agreement, Wenable, its Affiliates, and its licensors reserve all rights, title, and interest in and to the Services (including all updates), trade and service marks, and the Aggregate Data, including all related intellectual property rights.

Your Data

As between Wenable and You, You exclusively own all rights, title, and interest in and to Your Data. You grant Wenable a limited license to host, copy, use, transmit, and display Your Data as reasonably necessary to ensure proper operation of the Services.

Feedback

You grant Wenable a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license to use or incorporate any Feedback into its products and services. Wenable will have no obligation to use Feedback.

06Fees and Payment#

Fees

You will pay all fees specified in an Order Form. Fees are based on subscriptions purchased (not actual usage), payment obligations are non-cancellable, and quantities purchased cannot be decreased during the relevant Subscription Term.

Invoicing and Payment

You agree to provide valid credit card information or purchase order. Unless otherwise stated, payment shall be made in advance, either annually or in accordance with the billing frequency stated in the Order Form. Invoiced Fees are due net 30 days from the invoice date.

Overdue Charges

If payment is not received by the due date, Fees may accrue late interest at 1.5% per month or the maximum rate permitted by law.

Suspension

If any Fees are more than 30 days overdue, Wenable may suspend Your access to the Services until such amounts are paid in full.

Taxes

Fees do not include any taxes. You are responsible for paying all Taxes associated with purchases. If Wenable has the legal obligation to pay or collect Taxes, Wenable will invoice You.

07Term and Termination#

Term of Agreement

This Agreement commences on the date You first accept it and continues until all Subscription Terms have expired or have been terminated.

Renewal

Except as specified in an Order Form, each Subscription Term will automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives notice of non-renewal at least 30 days before the end of the expiring Subscription Term. Pricing may increase by up to 7% from the prior term.

Termination

Either party may terminate this Agreement for cause upon 30 days written notice of a material breach if such breach remains uncured, or upon institution of insolvency, receivership, bankruptcy, assignment for the benefit of creditors, or dissolution.

Refund or Payment

Upon termination for cause by You, Wenable will refund any prepaid Fees covering the remainder of the current Subscription Term. Upon termination for cause by Wenable, You shall pay any unpaid Fees.

08Data Protection#

Wenable will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data. The terms of the data processing addendum ("DPA") are hereby incorporated by reference. Upon Your request made within 30 days after termination, Wenable will make Your Data available for export. After such 30-day period, Wenable will delete or destroy all copies of Your Data in its systems.

09Confidentiality#

Definition of Confidential Information

"Confidential Information" means all information disclosed by a party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Your Confidential Information includes Your Data and this Agreement.

Protection

The Receiving Party will use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, will not use Confidential Information for any purpose not authorized by this Agreement, and will limit access to employees and contractors who need access for purposes consistent with this Agreement and who have confidentiality obligations.

Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent compelled by law, provided the Disclosing Party receives prior notice (to the extent legally permitted) and reasonable assistance at the Disclosing Party's cost if it wishes to contest the disclosure.

10Representations, Warranties, and Disclaimer#

Mutual Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

Wenable's Warranties

Wenable warrants that during an applicable Subscription Term: (a) the Services will perform materially in accordance with the applicable Documentation, (b) Wenable will not materially decrease the overall security of the Services, and (c) Wenable will not materially decrease the overall functionality of the Services.

Your Warranties

You represent and warrant that: (a) Your Data does not and will not infringe any third party rights, (b) You have all necessary consents and notices for lawful transfer and processing of personal data, and (c) for BYOD, You have implemented and enforce policies addressing confidentiality, security, permitted/impermissible use, and data collection/destruction obligations.

DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND. FREE SERVICES OR FREE TRIAL SERVICES ARE PROVIDED "AS IS" AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

11Indemnification#

Indemnification by Wenable

Wenable will defend You against any claim, demand, suit, or proceeding by a third party alleging that the Services infringe or misappropriate such third party's intellectual property rights, and will indemnify You from damages, attorney fees, and costs, provided You: promptly give Wenable written notice, give Wenable sole control of defense and settlement, and give Wenable all reasonable assistance. If Wenable receives information about an infringement claim, Wenable may modify the Services, obtain a license, or terminate Your subscriptions with refund.

Indemnification by You

You will defend Wenable and its Affiliates against any claim arising out of or in connection with: (a) third party allegation that Your Data, a Third-Party Product, or a combination of a Third-Party Product infringes intellectual property rights, or (b) any unauthorized or illegal use of the Services by You, Your Users, or a third party, and will indemnify Wenable from damages, attorney fees, and costs, provided Wenable gives You written notice, sole control of defense, and all reasonable assistance.

12Limitation of Liability#

Limitation of Liability

EXCEPT FOR INFRINGEMENT OF WENABLE'S INTELLECTUAL PROPERTY RIGHTS AND YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT.

Exclusion of Consequential Damages

EXCEPT FOR INFRINGEMENT OF WENABLE'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, GOODWILL, DATA, USE, OR OTHER ECONOMIC ADVANTAGE, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

13General Provisions#

Entire Agreement

This Agreement is the entire agreement between You and Wenable regarding Your use of the Services and supersedes all prior agreements. In the event of conflict, the order of precedence is: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

Assignment

Neither party may assign any rights or obligations without prior written consent, except to an Affiliate or in connection with a change of control, merger, or sale of substantially all assets.

Governing Law; Venue

This Agreement shall be governed by the laws of the State of Texas, without regard to its conflicts of laws rules. Each party consents to the personal jurisdiction and venue of the state or federal courts located in Dallas, Texas.

Dispute Resolution

Parties agree to first attempt to resolve disputes through mediation with JAMS in Dallas County, Texas. If unresolved, disputes shall be resolved by binding arbitration before JAMS.

Notice

Notices of termination or of an indemnifiable claim must be sent to legal@weguard.com.

14How to Reach Us#

If you have questions about this Master Service Agreement, please contact us:

15Document Updates#

This Master Service Agreement was last updated on January 07, 2026. Wenable may update this agreement from time to time. Your continued use of the Services after any changes indicates your acceptance of the updated terms.

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