IF YOU PURCHASE A SUBSCRIPTION TO THE SERVICES OR ANY FEATURE OF THE SERVICES (“SUBSCRIPTION”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT WAYSCRIPT’S THEN-CURRENT FEE FOR SUCH SUBSCRIPTION SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 8.4 BELOW.
PLEASE BE AWARE THAT SECTION 16 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR className MEMBER IN ANY className OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
WayScript has a developed a software-as-a-service programming platform that permits users to build and use software automation tools or “scripts” (“Automation Tools”) and contribute custom scripts to such Automation Tools (users that build Automation Tools or contribute custom scripts are hereafter referred to as “Developers” and are collectively, with all other users of the Services, referred to as “Users ). The Services are protected by copyright laws throughout the world
Subject to your compliance with the Terms, WayScript grants you: (a) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install one copy of the Application downloaded from a legitimate marketplace, and to use such Application so installed solely in object code format and solely for your personal use for lawful purposes, on mobile devices that you own or control,(b) permission to access and use our Services, including without limitation WayScript’s application programming interfaces, developer tool graphical user interface, and related information and documentation, solely for your personal use or internal business purposes. Unless otherwise specified by WayScript in a separate license, your right to use any Service is subject to the Terms.
As a condition of your use of the Services, you agree not to use the Services for any purpose that is prohibited by the Terms or by applicable law. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion thereof (provided that you may share Automation Tools with other Users as permitted by the features and functionality of the Service), (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other portions of the Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using WayScript’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services (except that (i) we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, and (ii) you may download data with Automation Tools as permitted by the features and functionality of the Service); (f) you shall not access Services in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means (provided that the you may share Automation Tools with other Users as permitted by the features and functionality of the Services); and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services. In addition, you shall not (and shall not permit any third party) to either (y) take any action or (z) Make Available any Content (as defined in Section 3) on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without WayScript’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of WayScript and other Users; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other User, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services. Any future release, update or other addition to Services shall be subject to the Terms, unless otherwise stated by WayScript at the time such release, updated or addition is made available to you. WayScript, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by WayScript pursuant to the Terms.
As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for WayScript to monitor such materials and that you access these materials at your own risk.
In order to access certain features of the Services you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Services (“Account”), has a valid account on the social networking service (“SNS”) through which the User has connected to the Services (each such account, a “Third-Party Account”), or has an account with the provider of the Application for the User’s mobile device.
If you access the Services through a SNS as part of the functionality of the Services, you may link your Account with Third-Party Accounts, by allowing WayScript to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to WayScript and/or grant WayScript access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating WayScript to pay any fees or making WayScript subject to any usage limitations imposed by such third-party service providers. By granting WayScript access to any Third-Party Accounts, you understand that WayScript may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Services via your Account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 3) for all purposes of the Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or WayScript’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WAYSCRIPT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. WayScript makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and WayScript is not responsible for any SNS Content.
In registering an account on the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; (3) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction; and (4) if you are registering an account on behalf of an organization or entity, you are authorized to represent and bind such organization or entity. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to (1) notify WayScript immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or WayScript has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, WayScript has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. WayScript reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by WayScript, or if you have been previously banned from any of the Services.
You acknowledge that all scripts, files, materials, data, text, audio, video, images or other content (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not WayScript, are entirely responsible for all Content that you build, upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services, including the Automation Tools you build using the Services (“Your Content”), and that you and other Users, and not WayScript, are similarly responsible for all Content, including any Automation Tools, that they Make Available through Services (collectively, with Your Content, the “User Content”).
You acknowledge that WayScript has no obligation to pre-screen Content (including, but not limited to, User Content), although WayScript reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that WayScript pre-screens, refuses or removes any Content, you acknowledge that WayScript will do so for WayScript’s benefit, not yours. Without limiting the foregoing, WayScript shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
WayScript has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that WayScript retains the right to create reasonable limits on WayScript’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Services and as otherwise determined by WayScript in its sole discretion.
Neither you nor WayScript transfer or assign ownership of any Content to the other party under these Terms. For clarity, if you provide Content (including custom scripts) for use with an Automation Tool, such Content is licensed to WayScript pursuant to Section 4.5 and to other Users pursuant to Section 4.6. Except for the license expressly set forth in Section 1.1, WayScript and its suppliers expressly reserve all of their rights, title and interest, including all intellectual property rights, in and to the Services (including but not limited to, any computer code, methods of operation and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
WayScript and other related graphics, logos, service marks and trade names used on or in connection with the Services or in connection with the Services are the trademarks of WayScript and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Services.
WayScript does not claim ownership of Your Content. However, when you post or publish Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
Subject to any applicable account settings that you select, you grant WayScript a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not WayScript, are responsible for all of Your Content that you Make Available on or in the Services.
By posting or sharing Your Content with other Users of the Services, you grant those Users a non-exclusive license to access and use Your Content as permitted by these Terms and the functionality of the Services.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Services, you hereby expressly permit WayScript to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
You agree that submission of any ideas, suggestions, documents, and/or proposals to WayScript through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that WayScript has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to WayScript a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services.
WayScript may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, WayScript shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although WayScript does not generally monitor user activity occurring in connection with the Services or Content, if WayScript becomes aware of any possible violations by you of any provision of the Terms, WayScript reserves the right to investigate such violations, and WayScript may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that WayScript reserves the right, but has no obligation, to intercede in such disputes. You agree that WayScript will not be responsible for any liability incurred as the result of such interactions.
The Services may contain User Content provided by other Users, including tools created by Developers. WayScript is not responsible for and does not control User Content. WayScript has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
The Services may contain links and integrations to third-party websites, applications, services and application programming interfaces (collectively, “Third-Party Services”), and are subject to the terms and conditions (including privacy policies) of each such Third-Party Service. Such Third-Party Services are not under the control of WayScript, and WayScript is not responsible for any Third-Party Services. WayScript provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services. Your use of the Third-Party Services is at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Access to the Services, or to certain features of the services, may require you to purchase a Subscription and pay applicable fees. The purpose of the Terms is for you to secure access to the Services. All fees set forth within and paid by you under the Terms shall be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of WayScript’s software.
You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide WayScript with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”), as a condition to signing up for a Subscription. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing WayScript with your credit card number or PayPal account and associated payment information, you agree that WayScript is authorized to immediately invoice your Account for all fees and charges due and payable to WayScript hereunder and that no additional notice or consent is required. You agree to immediately notify WayScript of any change in your billing address or the credit card or PayPal account used for payment hereunder. WayScript reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.
You will be responsible for payment of the applicable fee for the initial term of your Subscription at the time you select your Subscription package and for the payment of the applicable fees for any renewals of your Subscription (as described in Section 8.4 below). Except as set forth in the Terms, all fees for are non-refundable. No contract will exist between you and WayScript for the Services until WayScript accepts your order by a confirmatory e-mail or other appropriate means of communication.
After your initial Subscription period, and again after any subsequent Subscription period, your Subscription will automatically renew on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at WayScript’s then-current price for such Subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your Subscription prior to the Renewal Commencement Date, by logging into and going to the “Account Settings/Billing” page. If you do not wish for your Subscription to renew automatically, or if you want to change or terminate your Subscription, please contact WayScript at email@example.com or log in and go to “Account Settings/Billing” page. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. By subscribing, you authorize WayScript to charge your Payment Provider now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if WayScript does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that WayScript may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
WayScript’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to WayScript, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify WayScript for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that WayScript is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
You agree to make all payments of fees to WayScript free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to WayScript will be your sole responsibility, and you will provide WayScript with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
Any free trial or other promotion that provides access to Subscription Services must be used within the specified time of the trial. At the end of the trial period, your use of that Subscription Service will expire and any further use of the Subscription Service is prohibited unless you pay the applicable Subscription fee. If you are inadvertently charged for a Subscription, please contact WayScript to have the charges reversed.
You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: firstname.lastname@example.org.
WayScript uses third party service providers (each a “Third Party Service Provider”) for payment services (e.g., card acceptance, merchant settlement, and related services). By using the Services, you consent and authorize WayScript and its Third Party Service Providers to share any information and payment instructions you provide with Third Party Service Providers to the minimum extent required to complete your transactions.
You agree to indemnify and hold WayScript, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “WayScript Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your violation of the Terms; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations. WayScript reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with WayScript in asserting any available defenses. This provision does not require you to indemnify any of the WayScript Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, INCLUDING ANY AUTOMATION TOOLS OR USER CONTENT THAT ARE ACCESSIBLE VIA THE SERVICES, IS AT YOUR SOLE RISK, AND THE WAYSCRIPT SERVICES, INCLUIDNG ANY AUTOMATION TOOLS, AND USER CONTENT THAT ARE ACCESSIBLE VIA THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WAYSCRIPT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
(a) WAYSCRIPT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES, INCLUDING ANY AUTOMATION TOOLS OR USER CONTENT THAT ARE ACCESSIBLE VIA THE SERVICES,, WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES, INCLUDING ANY AUTOMATION TOOLS OR USER CONTENT THAT ARE ACCESSIBLE VIA THE SERVICES,, WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING ANY AUTOMATION TOOLS OR USER CONTENT THAT ARE ACCESSIBLE VIA THE SERVICES, WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT OR AUTOMATION TOOLS DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. WAYSCRIPT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WAYSCRIPT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) FROM TIME TO TIME, WAYSCRIPT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT WAYSCRIPT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
YOU ACKNOWLEDGE AND AGREE THAT WAYSCRIPT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD WAYSCRIPT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE SERVICES, INCLUDING ANY AUTOMATION TOOLS, USER CONTENT, OR THIRD PARTY SERVICES PROVIDED BY SUCH THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT WAYSCRIPT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES.
NOTWITHSTANDING THE FORGOING THE WAYSCRIPT PARTIES DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT UNDER THIS SECTION 10 THAT THE WAYSCRIPT PARTIES ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE WAYSCRIPT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT WAYSCRIPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USETHE WAYSCRIPT SERVICES OR ANY AUTOMATION TOOLS OR USER CONENT; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, AUTOMATION TOOLS, CONTENT, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGHSERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TOTHE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A WAYSCRIPT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A WAYSCRIPT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A WAYSCRIPT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
UNDER NO CIRCUMSTANCES WILL WAYSCRIPT PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO WAYSCRIPT BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) ONE HUNDRED DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A WAYSCRIPT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A WAYSCRIPT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A WAYSCRIPT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WAYSCRIPT AND YOU.
It is WayScript’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to WayScript by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for WayScript’s Copyright Agent for notice of claims of copyright infringement is as follows:
381 1st St. #1S
Mineola, NY 11501.
If WayScript becomes aware of any possible violations by you of the Terms, WayScript reserves the right to investigate such violations. If, as a result of the investigation, WayScript believes that criminal activity has occurred, WayScript reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. WayScript is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in WayScript’s possession in connection with your use of the Services, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of WayScript, its Users or the public, and all enforcement or other government officials, as WayScript in its sole discretion believes to be necessary or appropriate.
In the event that WayScript determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Services, WayScript reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to WayScript) that you have violated the Terms;
(b) Delete any of Your Content provided by you or your agent(s) to the Services;
(c) Discontinue your registration(s) with the any of the Services, including any WayScript community;
(d) Discontinue your subscription to any Services;
(e) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(f) Pursue any other action which WayScript deems to be appropriate.
The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Terms.
Notwithstanding the foregoing, if you used the Services prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Services (whichever is earlier) and will remain in full force and effect while you use the Services, unless earlier terminated in accordance with the Terms.
If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if WayScript is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), WayScript has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in WayScript’s sole discretion and that WayScript shall not be liable to you or any third party for any termination of your Account.
If you want to terminate the Services provided by WayScript, you may do so by (a) notifying WayScript at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to WayScript's address set forth below. SUBSCRIPTION SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 1.1.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. WayScript will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
If your registration(s) with or ability to access the Services, or any other WayScript community is discontinued by WayScript due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any WayScript community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, WayScript reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that WayScript intends to announce such Services or Content in your country. The Services are controlled and offered by WayScript from its facilities in the United States of America. WayScript makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
You agree that any dispute or claim relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with WayScript, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-className, non-representative) basis; and (2) you or WayScript may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
IF YOU AGREE TO ARBITRATION WITH WAYSCRIPT, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST WAYSCRIPT ALLEGING className, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST WAYSCRIPT IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, WayScript will pay them for you. In addition, WayScript will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, WayScript will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and WayScript. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
YOU AND WAYSCRIPT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and WayScript are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A className BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a className basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular className or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 17.7.
You have the right to opt out of the provisions of this Arbitration Agreement by emailing us at: email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your WayScript username (if any), the email address you used to set up your WayScript account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
This Arbitration Agreement will survive the termination of your relationship with WayScript.
Notwithstanding any provision in this Agreement to the contrary, we agree that if WayScript makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to WayScript.
The communications between you and WayScript use electronic means, whether you visit the Services or send WayScript e-mails, or whether WayScript posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from WayScript in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that WayScript provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
You hereby release WayScript Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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. The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a WayScript Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without WayScript’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
WayScript shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
If you have any questions, complaints or claims with respect to the Services, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
To the extent the parties are permitted under this Arbitration Agreement to initiate litigation in a court, both you and WayScript agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in the State of New York.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
Where WayScript requires that you provide an e-mail address, you are responsible for providing WayScript with your most current e-mail address. In the event that the last e-mail address you provided to WayScript is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, WayScript’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to WayScript at the following address: email@example.com. Such notice shall be deemed given when received by WayScript by letter delivered by nationally recognized overnight delivery service or first className postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from WayScript, or any products utilizing such data, in violation of the United States export laws or regulations.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter
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