These Terms of Service ("Terms") are an agreement between Sternwheel Labs LLC, which operates Wake ("Wake", "we", "us"), and the organization that signs up for or uses Wake ("Customer", "you"). They cover the Wake website, the application at app.trywake.io, and related services (the "Service"). The individual who accepts these Terms on the Customer's behalf confirms that they have authority to bind the Customer.
If the Customer has signed an order form or master agreement with Wake, that agreement controls wherever it conflicts with these Terms.
1. The Service
Wake is a workspace for planning, monitoring and managing digital advertising across multiple advertising platforms ("Platforms"), such as The Trade Desk, StackAdapt, Google Display & Video 360, Google Ads and Meta. Depending on your plan and settings, the Service:
- syncs reporting and campaign data from Platforms;
- provides dashboards, reports, exports and AI-assisted analysis;
- lets authorized users send changes, such as bids, budgets and line-item status, to supported Platforms, either directly or through approved automated tasks and rules.
We may add, change or remove features over time. We will not materially reduce the core functionality of a paid subscription during its current term.
2. Accounts and users
- Users. You may let your employees and contractors use the Service ("Users") within the number of seats you purchase. Each User must have their own login, and credentials may not be shared.
Responsibility for Users. You are responsible for:
- your Users' compliance with these Terms;
- the roles and permissions you give them, including who may send changes to Platforms or run automated tasks;
- all activity under your account.
- Eligibility. Users must be at least 18 years old and may use the Service only for business purposes.
- Security. Tell us promptly at hello@sternwheellabs.com if you suspect any unauthorized use of your account.
3. Platform connections and changes made through Wake
- Authority. By connecting a Platform account, through the Platform's sign-in, an API key or a service account, you confirm that you have the right to give Wake access to that account and its data. This includes accounts you manage on behalf of your clients.
- Platform terms. Your use of each Platform remains subject to that Platform's own terms and policies. Wake is not affiliated with or endorsed by any Platform. Platforms may change or limit their APIs, which may affect the Service.
Your instructions. Wake changes a Platform only:
- when one of your Users sends the change; or
- when an automated task, rule or AI-proposed action runs that your Users have enabled or approved.
Each such change is your instruction, and you are responsible for it, including the media spend that results.
- Review your settings. Data synced from Platforms can be delayed, incomplete or later restated by the Platform. Before enabling automation, check budgets, bids, pacing, safeguards and permissions. Monitor your campaigns directly on the Platforms as well. Wake is not a substitute for your own oversight.
- No reversal guarantee. A change sent to a Platform takes effect on that Platform. Wake may not be able to undo it.
4. AI features
The Service includes features powered by third-party AI models. AI output, including analysis, summaries, report commentary and proposed changes, can be inaccurate or incomplete. You are responsible for reviewing AI output before relying on it or sharing it with your clients. Your organization's use of AI features may be subject to a monthly usage budget. How AI requests handle data is described in our Privacy Policy.
5. Sharing and client-facing features
The Service lets you share data outside your organization. This includes public dashboard links (optionally password-protected), scheduled email reports, PDF and spreadsheet exports, and onboarding links that your clients use to connect their own accounts. You are responsible for deciding what you share and with whom, and for revoking links you no longer want active. Anyone who has a dashboard link, and its password if one is set, can view the data that dashboard includes.
6. Customer Data
- Ownership. "Customer Data" means the data you or your Users submit to the Service or connect it to, including Platform data. As between you and Wake, you own Customer Data.
License to us. You grant Wake a worldwide, non-exclusive license to host, copy, process, transmit and display Customer Data as needed to:
- provide, secure and support the Service;
- carry out your instructions;
- meet legal obligations.
- Our limits. We do not sell Customer Data. We do not use it to train AI models offered to others, and we do not disclose it to other customers.
- Aggregate data. We may use aggregated, de-identified data about how the Service is used (for example, feature usage counts) to operate and improve it. Such data does not identify you, your Users or your clients.
- Your responsibility. You confirm that you have all rights, notices and consents needed for Wake to process Customer Data as these Terms describe.
- Personal data. Our Privacy Policy, and a Data Processing Addendum if we have signed one, govern any personal data in Customer Data.
7. Data retention and deletion
During your subscription. We keep Customer Data while your account is active, so you can report on it historically, with these exceptions:
- Hourly Platform data is kept for 180 days.
- Shared-dashboard caches expire within minutes.
What you can delete yourself. At any time you can:
- disconnect a Platform, after which Wake stops syncing from it;
- clear your assistant chat history;
- disable or expire shared dashboard links;
- remove report recipients;
- ask an administrator to suspend or remove Users.
You can also revoke Wake's access from the Platform's own settings (for Google, myaccount.google.com/permissions; for Meta, Business Settings > Integrations).
Deletion on request. An account administrator may ask us in writing, at hello@sternwheellabs.com, to delete:
- your organization's Customer Data;
- a specific User's personal data;
- the stored credentials and synced data for a specific Platform, including data received from Google or Meta.
We will complete the deletion within 30 days of verifying the request, and confirm it in writing.
- After the account ends. We archive the account when it ends. You then have 30 days to request an export. We delete or de-identify Customer Data within 90 days after the account ends, unless you ask us to delete it sooner.
- Backups. Deleted data may remain in our database provider's encrypted backups until they are overwritten on its rolling schedule. It is not restored into the Service except to recover from a disaster.
What we may keep. We may keep the following longer when the law requires it, or for security, fraud prevention, dispute resolution or enforcing these Terms:
- audit records of changes sent to Platforms and of administrative actions, which may be de-identified where possible;
- invoices and billing records;
- data we must preserve under a legal hold.
These Terms continue to protect anything we keep.
Third parties. Deletion in Wake does not delete:
- data held by Platforms;
- data already in reports, exports or emails you sent to others.
Data sent to AI providers is handled as described in our Privacy Policy.
8. Acceptable use
You will not, and will not let anyone else:
- use the Service in violation of law, of any Platform's terms or advertising policies, or of anyone else's rights;
- access another organization's data, or try to get around authentication, permissions, rate limits or other security controls;
- reverse engineer, copy or resell the Service, or use it to build a competing product, except where the law expressly permits it;
- upload malware, or interfere with or overload the Service;
- use automated means to access the Service other than through features we provide;
- use the AI features to generate unlawful content, or in violation of the usage policies of the underlying model providers.
We may suspend access, or disable a shared link or a Platform write path, if we reasonably believe it is necessary to prevent harm, a security incident or a violation of these Terms. Where practical, we will notify you.
9. Fees
You will pay the fees in your order form or plan, which may be based on seats, features or usage. Unless your order form says otherwise:
- fees are billed in advance and are non-refundable;
- invoices are due within 30 days;
- fees exclude taxes, which you are responsible for.
We may suspend the Service if an invoice is more than 30 days overdue, after giving you notice.
Fees for the Service are separate from your media spend on Platforms. Wake does not handle or pay media spend.
10. Intellectual property and feedback
Wake and its licensors own the Service, including its software, design, documentation and AI prompts, and all improvements to them. These Terms grant you only the right to use the Service during your subscription. If you give us suggestions or feedback, we may use them without any obligation to you.
11. Confidentiality
Each party will protect the other's non-public business information with reasonable care. Each will use it only to perform under these Terms, and disclose it only to its personnel and providers who need to know it and are bound by similar obligations. This does not apply to information that is:
- public through no fault of the receiving party;
- already known to the receiving party;
- independently developed by the receiving party; or
- received lawfully from a third party.
12. Term and termination
- Term. These Terms remain in effect while you use the Service. Subscriptions renew as your order form describes.
- Termination for breach. Either party may terminate for a material breach that remains uncured 30 days after written notice.
- Termination for convenience. You may stop using the Service at any time. Unless your order form says otherwise, fees already paid are not refunded.
After termination.
- Your access ends.
- You may request an export of your Customer Data within 30 days.
- We will delete or de-identify Customer Data as Section 7 describes.
- Sections 3 (as to past changes), 6, 7 and 9 through 16 continue to apply.
13. Warranties and disclaimers
We will provide the Service in a professional manner, consistent with its documentation.
EXCEPT AS STATED IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WAKE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WAKE DOES NOT WARRANT THAT:
- THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE;
- DATA FROM PLATFORMS WILL BE ACCURATE, COMPLETE OR TIMELY;
- AI OUTPUT WILL BE CORRECT;
- ANY CAMPAIGN WILL ACHIEVE A PARTICULAR RESULT.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL;
(b) WAKE IS NOT LIABLE FOR MEDIA SPEND, OVERSPEND, UNDERDELIVERY OR CAMPAIGN PERFORMANCE THAT RESULTS FROM:
- changes you or your Users sent or approved;
- automated tasks or rules you enabled;
- Platform behavior or outages; or
- delays or inaccuracies in Platform data;
(c) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO WAKE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to your payment obligations, to either party's indemnity obligations, or to liability that cannot be limited by law.
15. Indemnification
You will defend and indemnify Wake against third-party claims that arise from:
- Customer Data;
- your use of the Service in violation of these Terms, the law or a Platform's terms; or
- campaigns you run.
This includes claims by your clients about changes made through your account.
Wake will defend and indemnify you against third-party claims that the Service, as provided by Wake, infringes their intellectual property rights.
The party seeking indemnity must give prompt notice, give reasonable cooperation, and let the indemnifying party control the defense.
16. General
- Governing law and venue. These Terms are governed by the laws of the State of New Jersey, excluding its conflict-of-laws rules. Disputes will be resolved exclusively in the state or federal courts located in Morris County, New Jersey.
- Changes to these Terms. We may update these Terms. We will give at least 30 days' notice of any material change, by email or in the app. Continued use after a change takes effect means you accept it.
- Assignment. Neither party may assign these Terms without the other's consent. Either party may assign them, without consent, to a successor in a merger, acquisition or sale of substantially all of its assets.
Other terms.
- These Terms, the Privacy Policy and any order form are the entire agreement between the parties.
- If any provision is unenforceable, the rest of these Terms remain in effect.
- A failure to enforce a provision is not a waiver of it.
- Neither party is liable for delays caused by events beyond its reasonable control.
- The parties are independent contractors.
- Notices to Wake go to hello@sternwheellabs.com.
Contact
Sternwheel Labs LLC
178 East Hanover Ave, 103-114
Cedar Knolls, NJ 07927
hello@sternwheellabs.com