FIND TALENTS
AUTOMATE ENGAGEMENT
SKILLS DNA
HR & HIRING MANAGERS
STAFFING AGENCIES
JOB SEEKERS
SALES
Skill matrices
Tools
Insights
Terms of Service
Last updated October 23, 2024
Applicability.
This Terms of Service Agreement (“Agreement”) is a binding legal agreement between you and the legal entity you represent (“Customer”, “you”) and Wayy, LLC a Delaware limited liability company (“Wayy”, “we”, or “us”). This Agreement includes all other operating rules, policies, and procedures, including our Privacy Policy, linked https://wayy.co/a/privacy, that may be published from time to time on the Wayy website, https://wayy.co/ (the “Site”) by us, which is incorporated by reference and which may be updated from time to time with or without notice to you. This Agreement applies to your use of Wayy Services as specified below.
Wayy Services include without limitation, content, tools, applications, internal and external links, or any other service or information that we may offer on or through the Site.
Certain of the Wayy Services may be subject to additional terms and conditions specified by us from time to time; your use of such Wayy Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Acceptance of this Agreement.
YOUR RIGHT TO USE THE WAYY SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. BY USING THE WAYY SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE WAYY SERVICES IN ANY MANNER FOR ANY PURPOSE.
Arbitration Notice And Class Action Waiver.
YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Eligibility.
You shall ensure that only you or your employees or service providers who have been expressly authorized by you to use the Wayy Services in accordance with this Agreement (“Authorized Users”), shall use or otherwise access the Wayy Services. You may not use the Wayy Services if you or any of your Authorized Users are a competitor of Wayy (as determined by us in our sole discretion). You shall ensure that all Authorized Users are at least the legal age of majority in the jurisdiction in which they are resident and resident in a jurisdiction where the Wayy Services are able to be offered in accordance with applicable law. You must ensure that your Authorized Users comply with these Terms. If an Authorized User does not meet these eligibility requirements, you may not, under any circumstances or for any reason, authorize them use the Wayy Services. We may, in our sole discretion, refuse to offer the Wayy Services to any person or entity and change our eligibility criteria at any time. You are solely responsible for ensuring that you and your Authorized Users’ use of the Wayy Services is in compliance with all laws, rules, terms of service and regulations applicable to you and/or them and the right to access these Wayy Services is revoked where this Agreement or use of the Wayy Services is prohibited or to the extent offering, sale or provision of the Wayy Services conflicts with any applicable law, rule terms of service or regulation. Further, the Wayy Services are offered only for your use, and not for the use or benefit of any third party.
Registration.
You must register for an account for access to the Wayy Services (an “Account”). You must provide legally accurate and complete information and, should any registration information change, you must immediately update your Account information. We reserve the right to deny registration should we determine, in our sole discretion, that the information provided does not meet this or any other applicable requirements. You may close and delete your Account by following the procedures published on the Site or by contacting us at privacy@wayy.co
Security.
You are solely responsible for the activity that occurs on your Account, any information added to your Account through your use of the Services and for keeping your login credentials, including any Account password, secure. We make no representations or promises regarding the security of the Wayy Services. Despite our security efforts, it is possible that unauthorized individuals will obtain your information, such as through web-scraping tools (even though we do not authorize and in fact prohibit that behavior). You acknowledge and agree that you and your Authorized Users:
Our Services.
Wayy offers AI agent for automation of routine tasks, including but not limited to enhanced cross-platform recruiting services, aggregated skill profiles, qualifications comparisons, automated communications, and recommendations for other services from unaffiliated third parties. Such Wayy Services may be subject to Additional Agreements as set forth above.
Account Information and Authorized Actions.
You understand that by using the Wayy Services you consent to the collection, use and disclosure of information and aggregate data we collect from your use of the Wayy Services as set forth in our Privacy Policy (https://wayy.co/a/privacy), and to have your information and this data collected, used, transferred to and processed in the United States.
For registered users, your Account information may include access credentials (for example, username and password) that allow you to gain online access to one or more accounts that you maintain with third-party platforms and that you choose to designate for use in connection with the Wayy Services (each, an “Authorized Account”). We work with one or more third-party service providers that will securely store pursuant to industry standards any Authorized Account access credentials that you provide on the Wayy Services and will access your Authorized Accounts for the purposes of providing and improving the services we offer on the Wayy Services. You may only provide account access credentials for and authorize us to access valid accounts that you hold in your own name. You may not provide access credentials for an account that is held by a third person. You must update your Account information to reflect any change to the username or password that is associated with any Authorized Account.
If you choose to link your Authorized Account, you authorize the use of this information to provide you with Wayy Services. This authorization will remain in effect until you notify us that you wish to revoke this authorization, which may affect your ability to receive the Wayy Services. We reserve the right to add or remove third-party service providers from time to time at our sole discretion. By using the Wayy Services, you grant us, Wayy, LLC, and our third-party service providers the right, power, and authority to act on your behalf and at your direction to access and transmit your personal information from the relevant third-party platform. You agree to your personal information being transferred, stored, and processed by our third-party services provider.
User License.
Subject to this Agreement, we grant each specific customer a worldwide, non-exclusive, revocable, non-sub licensable and non-transferable license to use information, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Wayy Services solely for that specific customer to use the Wayy Services. Use, reproduction, resale, modification, disclosure, distribution or storage of any aspect of the Wayy Services or the output therefrom for other than purposes of the authorized customer using the Wayy Services is expressly prohibited.
The Wayy names and logos are trademarks of ours, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may choose to, or we may invite you to, submit comments or ideas about the Wayy Services, including without limitation about how to improve the Wayy Services or our products. By submitting any such comments or ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Wayy under any fiduciary or other obligation, and that we are free to use the comments or ideas without any additional compensation to you, or to disclose the comments or ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Wayy does not waive any rights to use similar or related ideas previously known to Wayy, or developed by its employees, or obtained from sources other than you.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
User License Restrictions.
You represent and warrant that you and your Authorized Users will comply with the following restrictions:
Usage Restrictions.
You may not use the Wayy Services (including use of the Wayy Services to send email, mail, SMS, push notifications, fax phone or other communications):
The Wayy Services may permit you and your Authorized Users to link to and/or use other websites, services, products or resources on the Internet, and other websites, services, products or resources may contain links to or be integrated into the Wayy Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You and your Authorized Users are responsible for complying with all terms, conditions and policies imposed by a provider of a third-party resource. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, products or services available on or through any such website or resource. We cannot guarantee the continued availability of integrations of any third-party resources with the Wayy Services and may cease providing interoperation with a third-party resource without entitling you to any refund, credit, or other compensation, if, for example and without limitation, the provider of a third-party resource ceases to make the third-party resource available for interoperation with the Wayy Services in a manner acceptable to us.
Ownership of user submissions.
As between you and us, all right, title and interest in and to all data, information, text, recordings, and other content and materials that are collected, submitted, provided, or otherwise transmitted or stored by you in connection with your use of the Wayy Services (“Submissions”) is owned by you.
Wayy License.
You agree to and hereby do grant us a license to:
The foregoing license grants to us shall be worldwide, non-exclusive, irrevocable, perpetual and royalty-free. We shall have the right to sublicense, assign, or transfer such licenses at our discretion.
User Representations and Warranties.
You represent and warrant that:
Data Privacy.
The Wayy Services contain certain “co-operative” elements. This means that in exchange for providing the Submissions to us to enable us to provide the Wayy Services to you and potentially for the use of other customers in deidentified form, you will receive access to information that we hope is equally valuable to you. This in turn may amount to a “sale” of personal information under certain state statutes, and such “sale” of information may require you to make certain disclosures or provide certain consumer “opt out” or other rights. You should consult counsel regarding requirements you may have under any such applicable law.
Termination.
We may terminate your access to all or any part of the Wayy Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Wayy Services. Any fees paid hereunder are non-refundable. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation: ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Warranty Disclaimer.
THE WAYY SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE WAYY SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE WAYY SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE WAYY SERVICES WILL MEET YOUR REQUIREMENTS; (V) THE WAYY SERVICES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (VI) WE WILL ENFORCE THIS AGREEMENT AGAINST OTHERS TO YOUR SATISFACTION. YOUR USE OF THE WAYY SERVICES IS SOLELY AT YOUR OWN RISK.
Indemnification.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your or your Authorized Users’ use or misuse of, or access to, the Wayy Services, violation of this Agreement, or infringement by you, your Authorized Users or any third party using your Account or identity in the Wayy Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Limitation of Liability.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE WAYY SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE LESSER OF (A) FEES PAID TO US FOR THE PARTICULAR WAYY SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WAYY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR OUR OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT, YOUR AND YOUR AUTHORIZED USERS’ USE OF THE WAYY SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF DELAWARE. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR WE WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Wayy Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law rules, and the United States of America.
Modification.
We reserve the right, in our sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Wayy Services (including without limitation, the availability of any feature, database, or content) at any time with or without notice to you. If we do provide notice, we will do so by posting a notice on the Site or by sending you notice through the Wayy Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Wayy Services without notice or liability. While we may timely provide notice of modifications, it is also your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Wayy Services following notification of any changes to the terms of this Agreement constitutes acceptance of those changes.
Entire Agreement and Severability.
This Agreement and the Wayy Privacy Policy are the entire agreement between you and us with respect to the Wayy Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Wayy Services. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Force Majeure.
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment.
This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
No Agency.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
No Waiver.
Our failure to enforce any part of this Agreement shall not constitute a waiver of our right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.
These Agreement is effective October 23, 2024
Last updated October 23, 2024
Applicability.
This Terms of Service Agreement (“Agreement”) is a binding legal agreement between you and the legal entity you represent (“Customer”, “you”) and Wayy, LLC a Delaware limited liability company (“Wayy”, “we”, or “us”). This Agreement includes all other operating rules, policies, and procedures, including our Privacy Policy, linked https://wayy.co/a/privacy, that may be published from time to time on the Wayy website, https://wayy.co/ (the “Site”) by us, which is incorporated by reference and which may be updated from time to time with or without notice to you. This Agreement applies to your use of Wayy Services as specified below.
Wayy Services include without limitation, content, tools, applications, internal and external links, or any other service or information that we may offer on or through the Site.
Certain of the Wayy Services may be subject to additional terms and conditions specified by us from time to time; your use of such Wayy Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Acceptance of this Agreement.
YOUR RIGHT TO USE THE WAYY SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. BY USING THE WAYY SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE WAYY SERVICES IN ANY MANNER FOR ANY PURPOSE.
Arbitration Notice And Class Action Waiver.
YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Eligibility.
You shall ensure that only you or your employees or service providers who have been expressly authorized by you to use the Wayy Services in accordance with this Agreement (“Authorized Users”), shall use or otherwise access the Wayy Services. You may not use the Wayy Services if you or any of your Authorized Users are a competitor of Wayy (as determined by us in our sole discretion). You shall ensure that all Authorized Users are at least the legal age of majority in the jurisdiction in which they are resident and resident in a jurisdiction where the Wayy Services are able to be offered in accordance with applicable law. You must ensure that your Authorized Users comply with these Terms. If an Authorized User does not meet these eligibility requirements, you may not, under any circumstances or for any reason, authorize them use the Wayy Services. We may, in our sole discretion, refuse to offer the Wayy Services to any person or entity and change our eligibility criteria at any time. You are solely responsible for ensuring that you and your Authorized Users’ use of the Wayy Services is in compliance with all laws, rules, terms of service and regulations applicable to you and/or them and the right to access these Wayy Services is revoked where this Agreement or use of the Wayy Services is prohibited or to the extent offering, sale or provision of the Wayy Services conflicts with any applicable law, rule terms of service or regulation. Further, the Wayy Services are offered only for your use, and not for the use or benefit of any third party.
Registration.
You must register for an account for access to the Wayy Services (an “Account”). You must provide legally accurate and complete information and, should any registration information change, you must immediately update your Account information. We reserve the right to deny registration should we determine, in our sole discretion, that the information provided does not meet this or any other applicable requirements. You may close and delete your Account by following the procedures published on the Site or by contacting us at privacy@wayy.co
Security.
You are solely responsible for the activity that occurs on your Account, any information added to your Account through your use of the Services and for keeping your login credentials, including any Account password, secure. We make no representations or promises regarding the security of the Wayy Services. Despite our security efforts, it is possible that unauthorized individuals will obtain your information, such as through web-scraping tools (even though we do not authorize and in fact prohibit that behavior). You acknowledge and agree that you and your Authorized Users:
- may not share your account credentials and must restrict access to your computer and other devices.
- must access the Wayy Services and our network, systems, or applications only through encrypted connections.
- must maintain up-to-date OS (operating system) patching and active anti-malware on the end-user devices used to connect to the Wayy Services or our environment.
- must ensure that all terminated employees or other users have their access revoked to the Wayy Services within 24 hours of termination.
- must notify us promptly (and in any event within 72 hours) of security incidents that could have implications to us (e.g. users with compromised credentials or lost or stolen devices with access to the Wayy Services, compromised networks or systems including malware worm or ransomware, etc.).
Our Services.
Wayy offers AI agent for automation of routine tasks, including but not limited to enhanced cross-platform recruiting services, aggregated skill profiles, qualifications comparisons, automated communications, and recommendations for other services from unaffiliated third parties. Such Wayy Services may be subject to Additional Agreements as set forth above.
Account Information and Authorized Actions.
You understand that by using the Wayy Services you consent to the collection, use and disclosure of information and aggregate data we collect from your use of the Wayy Services as set forth in our Privacy Policy (https://wayy.co/a/privacy), and to have your information and this data collected, used, transferred to and processed in the United States.
For registered users, your Account information may include access credentials (for example, username and password) that allow you to gain online access to one or more accounts that you maintain with third-party platforms and that you choose to designate for use in connection with the Wayy Services (each, an “Authorized Account”). We work with one or more third-party service providers that will securely store pursuant to industry standards any Authorized Account access credentials that you provide on the Wayy Services and will access your Authorized Accounts for the purposes of providing and improving the services we offer on the Wayy Services. You may only provide account access credentials for and authorize us to access valid accounts that you hold in your own name. You may not provide access credentials for an account that is held by a third person. You must update your Account information to reflect any change to the username or password that is associated with any Authorized Account.
If you choose to link your Authorized Account, you authorize the use of this information to provide you with Wayy Services. This authorization will remain in effect until you notify us that you wish to revoke this authorization, which may affect your ability to receive the Wayy Services. We reserve the right to add or remove third-party service providers from time to time at our sole discretion. By using the Wayy Services, you grant us, Wayy, LLC, and our third-party service providers the right, power, and authority to act on your behalf and at your direction to access and transmit your personal information from the relevant third-party platform. You agree to your personal information being transferred, stored, and processed by our third-party services provider.
User License.
Subject to this Agreement, we grant each specific customer a worldwide, non-exclusive, revocable, non-sub licensable and non-transferable license to use information, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Wayy Services solely for that specific customer to use the Wayy Services. Use, reproduction, resale, modification, disclosure, distribution or storage of any aspect of the Wayy Services or the output therefrom for other than purposes of the authorized customer using the Wayy Services is expressly prohibited.
The Wayy names and logos are trademarks of ours, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may choose to, or we may invite you to, submit comments or ideas about the Wayy Services, including without limitation about how to improve the Wayy Services or our products. By submitting any such comments or ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Wayy under any fiduciary or other obligation, and that we are free to use the comments or ideas without any additional compensation to you, or to disclose the comments or ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Wayy does not waive any rights to use similar or related ideas previously known to Wayy, or developed by its employees, or obtained from sources other than you.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
User License Restrictions.
You represent and warrant that you and your Authorized Users will comply with the following restrictions:
- You may not access the Wayy Services on behalf of any third-party entity or organization.
- You may not transmit information to or through the Wayy Services that is fake or fictitious, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Wayy Services.
- You may not develop any service, product, toolset, dataset or derivative work from the Wayy Services, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.
- You may not reverse engineer, decompile or disassemble the Wayy Services (in whole or in part).
- You may not access the Wayy Services or extract data from the Wayy Services in a way that exceeds your authority from us, including but not limited to any rate-limit policies or practices then in place by Wayy, or violates these terms or other policies or restrictions we have implemented (whether such implementation is verbal or technical in nature).
- You may obtain Wayy Services solely through the APIs and interfaces provided by us. You shall not use any other manual or automated means, (including “data scraping,” crawlers or bots) in order to access or obtain the Wayy Services.
- You may not access the Wayy Services via any third-party resource or use or incorporate any Wayy credentials into any third-party resource, or share any Wayy credentials with any third parties, unless such access, use or integration has been authorized or approved by Wayy.
- You may not leverage, consult with, use, review (in trial, free, or paid form) or rely upon the Wayy Services to develop or create a product or feature that is competitive with the Wayy Services (or any portion thereof).
Usage Restrictions.
You may not use the Wayy Services (including use of the Wayy Services to send email, mail, SMS, push notifications, fax phone or other communications):
- in a manner that violates any applicable laws (including, without limitation any marketing or data privacy and security laws) or industry best practices or applicable terms of service or that would cause us to violate applicable law. In particular you agree not to use the Wayy Services in a manner that would violate the U.S. CAN-SPAM Act of 2003, the U.S. TCPA, the Telemarketing Sales Rules or any similar such laws.
- to advertise or promote any illegal service or product (or send any other communications) that are illegal in the place offered or consumed.
- to advertise or promote tobacco products, firearms, ammunition or other weapons, counterfeit or pirated goods or services, adult content or services (such as pornography or escort services), unlicensed gambling, investment schemes (including promotion of “pink slip” stocks), astrology or psychic services, lotteries, credit repair services, payday loan services, or any type of hate speech (targeting any societal group).
- to violate any securities or commodities regulations (such as to support a “pump and dump” scheme).
- to defraud, deceive, mislead, discriminate against, harass, libel or defame any person, group or entity.
- to violate or promote any violation of any person’s or entity’s intellectual property rights.
- to threaten, promote or commit violence or fraud, or to violate any person’s or entity’s rights.
- to send emails from a group distribution email such as hello@ or marketing@ etc.
- to fail to include appropriate opt out mechanisms in commercial emails or to comply with applicable laws or best practices related to opt-outs or user choice and control principles.
- to generate an unacceptable (as determined in our reasonable discretion) level of bounces, spam or complaints
- to transmit material that contains or links to virus, trojan horse, worms or any malicious or harmful software program.
- to use the Wayy Services in conjunction with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited emails, text messages or phone calls.
The Wayy Services may permit you and your Authorized Users to link to and/or use other websites, services, products or resources on the Internet, and other websites, services, products or resources may contain links to or be integrated into the Wayy Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You and your Authorized Users are responsible for complying with all terms, conditions and policies imposed by a provider of a third-party resource. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, products or services available on or through any such website or resource. We cannot guarantee the continued availability of integrations of any third-party resources with the Wayy Services and may cease providing interoperation with a third-party resource without entitling you to any refund, credit, or other compensation, if, for example and without limitation, the provider of a third-party resource ceases to make the third-party resource available for interoperation with the Wayy Services in a manner acceptable to us.
Ownership of user submissions.
As between you and us, all right, title and interest in and to all data, information, text, recordings, and other content and materials that are collected, submitted, provided, or otherwise transmitted or stored by you in connection with your use of the Wayy Services (“Submissions”) is owned by you.
Wayy License.
You agree to and hereby do grant us a license to:
- host, access, copy, use, transfer, and process your Submissions for the purpose of providing, developing and improving the Wayy Services to you and to other customers.
- analyze your Submissions, including through the use of techniques such as machine learning, in order to provide, develop and improve the Wayy Services. For the avoidance of doubt, you retain all ownership of Submissions subject to the license you grant us herein and we retain all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning.
- use the Submissions in order to grow, enrich and verify the Wayy Services for you and for other customers; provided that we will not publicly refer to or associate you with any such Submissions.
- use, share, sublicense, display, copy, publish and distribute the Submissions in aggregated, de-identified form for any purpose, in any medium.
The foregoing license grants to us shall be worldwide, non-exclusive, irrevocable, perpetual and royalty-free. We shall have the right to sublicense, assign, or transfer such licenses at our discretion.
User Representations and Warranties.
You represent and warrant that:
- you have all necessary rights, permissions, and authority to provide and license the Submissions to us (in whole and in part) for our use as described hereunder, and that doing so will not put you in violation of any contracts you have signed or any applicable laws.
- the Submissions are true, accurate, and do not contain any sensitive information or sensitive personal information, including any information about individuals under the age of 18.
- providing the Submissions to us does not violate the U.S. HIPAA law.
- you will not provide us with Submissions consisting of a list of clients of an entity covered by the GLBA.
- You are solely responsible and liable for your and your Authorized Users’ use of the Wayy Services and any communications made in connection with your or their use of the Wayy Services.
- you understand that we have not provided any notices nor obtained any rights or consents on your behalf. Therefore, to the extent that any law or regulation may require that you provide notice, obtain consent or complete some other action in order to lawfully market to any person or process their personal information, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.
- you will only access or use the Wayy Services:
- pursuant to explicit consent from the data subject of any Submission, sufficient to comply with the consent requirements of applicable laws, or
- pursuant to any other legal basis (or substantively similar term) for processing under applicable law.
- you and your Authorized Users shall comply with all laws applicable to your and their use of the Wayy Services. You and they understand that you and they are solely responsible for your and their own understanding of, and compliance with, all applicable laws. We make no representation (and you should not rely on any representation by us) regarding what applicable law might or might not require (including with respect to data subject notices, consents and permissions).
Data Privacy.
The Wayy Services contain certain “co-operative” elements. This means that in exchange for providing the Submissions to us to enable us to provide the Wayy Services to you and potentially for the use of other customers in deidentified form, you will receive access to information that we hope is equally valuable to you. This in turn may amount to a “sale” of personal information under certain state statutes, and such “sale” of information may require you to make certain disclosures or provide certain consumer “opt out” or other rights. You should consult counsel regarding requirements you may have under any such applicable law.
Termination.
We may terminate your access to all or any part of the Wayy Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Wayy Services. Any fees paid hereunder are non-refundable. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation: ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Warranty Disclaimer.
THE WAYY SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE WAYY SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE WAYY SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE WAYY SERVICES WILL MEET YOUR REQUIREMENTS; (V) THE WAYY SERVICES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (VI) WE WILL ENFORCE THIS AGREEMENT AGAINST OTHERS TO YOUR SATISFACTION. YOUR USE OF THE WAYY SERVICES IS SOLELY AT YOUR OWN RISK.
Indemnification.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your or your Authorized Users’ use or misuse of, or access to, the Wayy Services, violation of this Agreement, or infringement by you, your Authorized Users or any third party using your Account or identity in the Wayy Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Limitation of Liability.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE WAYY SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE LESSER OF (A) FEES PAID TO US FOR THE PARTICULAR WAYY SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WAYY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR OUR OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT, YOUR AND YOUR AUTHORIZED USERS’ USE OF THE WAYY SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF DELAWARE. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR WE WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Wayy Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law rules, and the United States of America.
Modification.
We reserve the right, in our sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Wayy Services (including without limitation, the availability of any feature, database, or content) at any time with or without notice to you. If we do provide notice, we will do so by posting a notice on the Site or by sending you notice through the Wayy Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Wayy Services without notice or liability. While we may timely provide notice of modifications, it is also your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Wayy Services following notification of any changes to the terms of this Agreement constitutes acceptance of those changes.
Entire Agreement and Severability.
This Agreement and the Wayy Privacy Policy are the entire agreement between you and us with respect to the Wayy Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Wayy Services. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Force Majeure.
We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment.
This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
No Agency.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
No Waiver.
Our failure to enforce any part of this Agreement shall not constitute a waiver of our right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.
These Agreement is effective October 23, 2024