Terms of Service
Before signing up for the Wethos Platform, please read these Wethos Terms of Service (these “Terms”) along with the Wethos Privacy Policy (the “Privacy Policy” at wethos.co/privacy-policy), the Wethos Electronic Disclosure and Consent Agreement (at wethos.co/electronic-disclosure-and-consent), and the Wethos Business Deposit Account Agreement (at wethos.co/business-deposit-account) (the Wethos Electronic Disclosure and Consent Agreement and Wethos Business Deposit Account Agreement, collectively, the “Additional Terms”) fully and carefully. These Terms, the Privacy Policy, and the Additional Terms are a legally binding contract between you and Wethos and govern your access to all of Wethos’s services (the “Services”), including our website (the “Website” at wethos.co), our platform and the web application used to interact with it (the “Platform” at teams.wethos.co), and the Wethos Community (the “Community”).
By registering to use, accessing, and/or using the Services in any manner, you, just as if you had done so in writing, (i) acknowledge that you have read and understood these Terms, (ii) represent and warrant that you are at least eighteen (18) years of age, and if applicable, have the authority to enter into, and be bound by, these Terms on behalf of any person or entity for whom you are accessing or using the Services, (iii) have not previously been suspended or removed from the Services, and (iv) agree to these Terms. If you are not eligible, or do not agree to these Terms, then you do not have Wethos’ permission to use the Services.
Some of the Services may be subject to additional terms, conditions, rules, policies, or procedures that Wethos publishes from time to time through the Website, the Platform, or the Community, without notice to you. These additional terms, conditions, rules, policies, or procedures are incorporated into these Terms.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 12, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND WETHOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. SERVICES AND SUPPORT
1.1 To access most of the features of the Services, you must register for an account with Wethos and/or our service providers. Subject to the terms of these Terms, Wethos will provide you with access to all generally available functionality, tools, and features of the Services, which may include, without limitation and subject to change:
ability to add accounts & projects to manage pipeline;
usage of pre-priced scope templates, scope tool, and contract templates;
ability to create SOWs and proposals for clients and teammates;
ability to create invoices and get paid through those invoices;
ability to invite or search the network for teammates into the platform and onto projects;
ability to opt into subscription tiers for premium features; and
option to join the Wethos community.
Wethos reserves the right to modify or discontinue all or any portion of the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Wethos will have no liability for any change to the Services, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Services. You should retain copies of any User Content you Submit (as those terms are defined below) to the Services so that you have copies in the event the Services are modified in such a way that you lose access to User Content you Submitted to the Services
1.2 When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@wethos.co.
1.3 Wethos may send you emails concerning Wethos’ products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
1.4 Subject to the terms hereof, Wethos will make reasonable efforts to provide you with support services in accordance with the terms set forth in Exhibit A (the “Support Services”). You are solely responsible for providing support to your customers regarding invoicing, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support to your customers.
2. LIMITED LICENSE
2.1 Subject to your complete and ongoing compliance with these Terms, Wethos grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services.
3. GENERAL PAYMENT TERMS
3.1 Certain features of the Services may require you to pay fees. You authorize Wethos to charge all sums for the Services you select as described in these Terms or published by Wethos, including all applicable taxes. Before you are charged any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.
3.2 In addition to the fees, you are also responsible for (a) any penalties or fines imposed on Wethos or you by any payment processor resulting from your use of the Services in a manner not permitted by this Agreement or a payment processor’s terms, conditions, or policies, and (b) any losses of Wethos or any payment processors based on any activity initiated by you or anyone using your account on the Services.). Wethos may demand payment from you, and you shall pay all such amounts immediately upon demand from Wethos.
3.3 Wethos reserves the right to determine pricing for the Services. Wethos will make reasonable efforts to keep the pricing information published on the Services up to date. Wethos encourages you to check the Website periodically for current pricing information. Wethos may change the fees for any feature of the Services, including additional fees or charges, if Wethos gives you advance notice of changes before they apply. Wethos, at its sole discretion, may make promotional offers with different features and different pricing to any of Wethos’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
4. PAYMENT OF FEES
4.1 Upon registering for a paid subscription plan (the “Plan”) to the Platform, you acknowledge that the Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. Wethos may submit monthly charges without further authorization from you, until you provide prior notice (receipt of which is confirmed by Wethos) that you have terminated this authorization or wish to change your chosen payment provider (your “Payment Method”). Such notice will not affect charges submitted before Wethos reasonably could act. To terminate your authorization or change your Payment Method, please go to the Plan settings page on the Platform.
4.2 Wethos will issue to you an invoice for the subscription fee (the “Fee”) on a monthly basis, starting on the date you registered yourself or your organization to the Subscription. All invoices will include the Fee amount for a one (1) month period of use. Wethos will continue invoicing you monthly until these Terms is terminated in accordance with Section 5. You are responsible for payment of all taxes in addition to the Fee.
4.3 If Wethos is not able to process payment of fees using your Payment Method, Wethos will make a second attempt to process payment using your Payment Method three (3) days later. If the second attempt is not successful, Wethos will make a final attempt three (3) days following the second attempt. If Wethos’s final attempt is not successful, Wethos may revoke your access to the Services. Your access will be reinstated upon your payment of any outstanding fees, plus the fees applicable to your next billing cycle. You may not be able to access the Services during any period of suspension. If the outstanding fees remain unpaid for 60 days following the date of suspension, Wethos reserves the right to revoke your access to the Services permanently.
4.4 Wethos may change the amount of the Fee in its sole discretion from time to time subject to an advance notice to you. Wethos may also offer users free trials, special discounts and/or waive certain subscription fees, subject always to Wethos’s sole discretion.
4.5 Wethos uses a third-party payment processing company (“Payment Processor”) to bill you through a payment account linked to your account for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Wethos is not responsible for error by the Payment Processor. By choosing to register for the Plan, you agree to pay Wethos, through the Payment Processor, all charges at the prices then in effect in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your Payment Method. You agree to make payment using that selected Payment Method. Wethos reserves the right to correct any errors or mistakes that it or its Payment Processor makes even if it has already requested or received payment.
4.6 Currently, Wethos’s Payment Processor for charging Fees is Stripe (stripe.com). If you use Stripe, you agree to the Stripe terms of service (stripe.com/payment-terms/legal) and privacy policy (stripe.com/us/privacy).
5. USER CONTENT
5.1 Certain features of the Services may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Submit”) information, materials, or content to or through the Services, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Submit to the Services, subject to the licenses granted in these Terms.
5.2 By Submitting User Content to or via the Services, you grant Wethos a worldwide, non-exclusive, irrevocable, royalty-free, transferable, and worldwide license (with the right to sublicense to the third parties Wethos may work with) to use such User Content in connection with the Services.
5.3 You must not Submit User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Wethos disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Services. By providing User Content via the Services, you affirm, represent, and warrant to Wethos that:
you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Wethos, its licensees, and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Wethos, the Services, and these Terms;
your User Content, and the Submitting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any intellectual property or proprietary right, trade secret, moral right, or privacy right or (ii) cause Wethos to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
5.4 Wethos is under no obligation to edit, monitor or control: (a) User Content; (b) any content made available by third parties; or (c) the use of the Services by its users and will not be in any way responsible or liable for the foregoing. Wethos reserves the right to monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time Wethos chooses to monitor the content, Wethos still assumes no responsibility. Wethos may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in Wethos’ sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Wethos with respect to all content or any loss or damage incurred as a result of the use of such content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, Wethos may investigate the allegation and determine, in Wethos’ sole discretion, whether to block, filter, mute, remove or disable access to the User Content, which Wethos reserves the right to do at any time and without notice and without any liability to you. For clarity, Wethos does not permit infringing activities on the Services.
6. RESTRICTIONS AND RESPONSIBILITIES
6.1 You will not, directly or indirectly: (i) interfere with security-related features, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”) (ii) copy, modify, translate, save or create derivative works based on the Services, or any Software (except to the extent expressly permitted by Wethos or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) use the Services to violate any right of a third party; (v) remove any proprietary notices or labels; (vi) use the Services for any illegal purpose or in violation of any local, state, national, or international law; (vii) access, search, or otherwise use any portion of the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Wethos; (viii) use the Services to perform any fraudulent activity including impersonating any person or entity, claim a false affiliation or identity, or access any other user account without permission; (ix) interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (a) disseminating any virus or other malicious code; (b) collecting personal information about another user or third party without consent; or (c) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services; or (x) assist or permit any person in engaging in any of the acts described in this Section 5.1. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment and any of your accounts or passwords (including administrative and user passwords).
6.2 You will, at all times, abide by the Wethos Code of Conduct (the “Code of Conduct” at wethos.co/codeofconduct) and Stripe’s list of Prohibited and Restricted Businesses (the “Prohibited and Restricted Businesses List” at stripe.com/legal/restricted-businesses), as the same are updated and amended from time to time. Your use of the Services must follow all applicable guidelines established by Wethos. The guidelines below are examples of practices that may violate the Code of Conduct or the Prohibited and Restricted Businesses List when using the Services:
Deliberate or careless intimidation, stalking, or following;
Violence and threats of violence;
Sustained disruption of online discussion, talks, or other events;
Harassment of people who don’t drink alcohol;
Sexist, racist, homophobic, transphobic, ableist language or otherwise exclusionary language;
Unwelcome sexual attention or behavior that contributes to a sexualized environment;
Unwelcome physical contact;
Influencing or encouraging inappropriate behavior;
Disclosing confidential information to any third party;
Selling or providing products and services that: (i) are illegal, (ii) infringe intellectual property rights, (iii) are unfair, predatory, or deceptive, (iv) include adult content.
6.3 A breach or violation of any term in these Terms, including the Code of Conduct, as determined in the sole discretion of Wethos may result in suspension, disinvitation, removal or banning from the Services. If you know of or suspect any violations of the Code of Conduct, you can submit a Code of Conduct Incident Report to the Wethos Code of Conduct committee by emailing support@wethos.co. Wethos will determine compliance with the Code of Conduct at its discretion.
7. REFERRALS
7.1 Wethos may choose to offer certain rewards (a “Referral Offering”) for each eligible new customer that you refer to the Services. The Referral Offering is only valid for US-based individuals who successfully refer an eligible new customer and is subject to such other terms and conditions as Wethos may make available from time-to-time. Your eligibility for any Referral Offering is subject to the conditions in effect at the time of the referral. Wethos may decline referral requests without notice and in its sole discretion. If Wethos deems a Referral Offering to be fraudulent, Wethos has the right to suspend those accounts and suspend all payments out to individuals. By agreeing to the terms, determining fraudulent activities will be at the sole discretion of Wethos. Taxes related to this offer are solely your responsibility.
8. CONFIDENTIALITY; PROPRIETARY RIGHTS; CUSTOMER DATA AND DATA SECURITY
8.1 You understand that Wethos has disclosed or may disclose business, technical or financial information relating to Wethos’ business (hereinafter referred to as “Proprietary Information”). Proprietary Information belonging to Wethos includes non-public information regarding features, functionality and performance of the Services. You agree: (i) to take commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except to use the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The foregoing shall not apply with respect to any information that you can demonstrate (a) is or becomes generally available to the public, or (b) was in your possession or known by you prior to receipt from Wethos without breach of any agreement or obligation of confidentiality, or (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed by you without use of any Proprietary Information. You may disclose proprietary Information if it is required to be disclosed by law, statute, rule, a regulator or regulation, court order or legal process, provided that you promptly inform Wethos of any such requirement (unless prohibited by applicable law) and you disclose no more information than is so required. At the request and option of Wethos, and in any event upon termination or expiration of these Terms, you shall promptly return, or destroy or permanently erase, all Proprietary Information in your possession or control.
8.2 You shall own all right, title and interest in and to your non-public data that you provide to Wethos (“Data”) to enable the provision of the Services. Wethos shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, Usage Data, Feedback, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Support Services that do not contain, and are not based on any reference to any of your Data, and (c) all intellectual property rights related to any of the foregoing.
8.3 Wethos and you shall each implement and maintain reasonable and appropriate administrative, technical, physical, and organizational safeguards designed to: (i) ensure the security and confidentiality of your Data and the Services; (ii) protect against any anticipated threats or hazards to the security or integrity of your Data and the Services; and (iii) protect against unauthorized or unlawful access to or use of your Data and the Services and against accidental loss or destruction of, or damage to, your Data and the Services.
8.4 Wethos shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning your Data and data derived therefrom) (collectively, “Usage Data”), and Wethos will be free (during and after the term hereof) to (i) use such Usage Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Wethos offerings, and (ii) disclose such Usage Data solely in aggregate or other de-identified form in connection with its business. You may also choose to provide input and suggestions regarding existing functionalities, problems or improvements to the Services (“Feedback”). If you do so then you hereby grant Wethos an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. Wethos will have no obligation to provide you with attribution for any Feedback. No rights or licenses are granted except as expressly set forth herein.
8.5 The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You will not directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any country, jurisdiction or person to which export, re-export, or release is prohibited by applicable law or regulation. You will comply with all applicable laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
8.6 Wethos respects your privacy. For details please see the Privacy Policy (wethos.co/privacy-policy). By using the Services, you consent to Wethos’s collection and use of personal data as outlined therein.
9. TERM AND TERMINATION
9.1 These Terms are effective beginning when you accept the Terms or first access or use the Services, and end when terminated as described herein.
9.2 You may terminate these Terms at any time by contacting support@wethos.co and then following the specific instructions indicated to you in Wethos’ response. If you terminate these Terms you will no longer be permitted to access any of the Services, Program, or the Site. However, if you commence using the Services again after such notice, you will be considered to have consented to these Terms again.
9.3 You will pay for use of the Services through the date of termination. Wethos may temporarily suspend or terminate your use of the Services at any time, without prior notice or liability, if:
Wethos suspects you have breached these Terms, the Privacy Policy or the Code of Conduct;
Wethos is unable to verify or authenticate account information;
Wethos determines that you have engaged in improper or fraudulent activity in connection with Wethos and/or the Services or that your actions may cause legal liability, reputational damage or financial loss to Wethos;
Wethos believes you are infringing the rights of third parties;
You file for bankruptcy or insolvency;
You fail to pay any applicable fees;
You participate in verbal or written abuse of any kind (including threats of abuse or retribution) of any other user, Wethos employee, member, or officer; or
You disclose Proprietary Information.
9.4 If you violate any provision of these Terms, then your authorization to access the Services and these Terms automatically terminates. In addition, Wethos may, at its sole discretion, terminate these Terms or your account on the Services, or suspend or terminate your access to the Services, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You will pay in full for the Services up to and including the last day on which the Services are provided and in the event you terminate for Wethos’ material breach, Wethos shall refund to you the pro rata unused portion of any prepaid fees for the remainder of the Term. Upon any termination, Wethos will use reasonable efforts to make all your Data available to you for electronic retrieval for a period of thirty (30) days. All sections of these Terms which by their nature survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations and limitations of liability, will survive any such termination. Notwithstanding anything else herein, the termination of this Agreement will not relieve either party of any obligation (including payment) they may have to other users of the Services, that has already accrued or would otherwise survive the termination of this Agreement. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Services using a different name, email address or other forms of account verification.
10. WARRANTY AND DISCLAIMER
10.1 Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Wethos or by third-party providers, or because of other causes beyond Wethos’s reasonable control, and Wethos may provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, WETHOS DOES NOT WARRANT THAT THE SERVICES OR THIRD PARTY DATA WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THIRD PARTY DATA. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES, THIRD PARTY DATA, AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND WETHOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Wethos does not disclaim any warranty or other right that Wethos is prohibited from disclaiming under applicable law.
10.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR WETHOS WILL CREATE ANY WARRANTY REGARDING ANY OF THE SERVICES THAT ARE NOT EXPRESSLY STATED IN THESE TERMS. WETHOS IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY PORTION OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT WETHOS IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
10.3 Wethos is not responsible for the products or services you publicize or sell using the Services. Without limiting your other obligations set forth in these Terms, you represent and warrant that (i) your use of the Services complies with applicable law; (ii) you will accurately communicate, and not misrepresent, the nature of the transactions or the amounts you charge your customers; (iii) provide a receipt to your customer that accurately describes each transaction; (iv) you will provide customers recourse in the event that the product or service you provided is not as described; (v) you will not use the Services to sell products or services in a manner that is unfair or deceptive, or exposes any customer to unreasonable risks, or does not disclose material terms of a purchase in advance. You are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.
11. THIRD-PARTY TERMS
11.1 Wethos may provide tools through the Services that enable you to export information, including User Content, to third-party services, including through our implementation of third-party templates, pricing suggestions, and team building. By using one of these tools, you hereby authorize Wethos to transfer that information to the applicable third-party. Third-parties and their services are not under Wethos’s control, and, to the fullest extent permitted by law, Wethos is not responsible for any third-party’s use of your exported information. The Services may also contain links to third-party websites. Linked websites are not under Wethos’s control, and Wethos is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Wethos will have no control over the information that has been shared.
11.2 The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
12. INDEMNITY; LIMITATION OF LIABILITY
12.1 You shall defend, indemnify and hold harmless Wethos, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Wethos Entities”) from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from or arising out of any claim, action or proceeding arising from (a) your unauthorized use of, or misuse of, the Software or Services, (b) your Data, User Content or other materials provided by you to any third party, (c) your violation of any portion of these Terms, any representation, warranty, or agreement (including any agreement with Third-Party Providers) referenced in these Terms, or any applicable law or regulation; (d) the, infringement, misappropriation or violation of any patent, copyright, trademark or other intellectual property rights or trade secrets; (e) any contractual or other relationship between you and any of your customers; (f) your provision of inaccurate or incomplete information; (g) fees, fines, refunds, returns, chargebacks or other liabilities imposed by any payment processor or merchant; or (h) your failure to timely file any tax information return or report. Wethos will promptly notify you of any such claim subject to indemnification (provided, however, that the failure to deliver such notice shall not relieve you of your indemnification obligations hereunder, except to the extent of any material prejudice as a direct result of such failure) and Wethos will give reasonable assistance, at your sole cost and expense. Wethos reserves the right to assume sole control over defense and settlement of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. You shall not enter into any settlement or compromise of any such claim in the event such settlement or compromise imposes any liability or obligation on any member of the Wethos Entities without the prior written consent of the applicable Wethos Entity). No Wethos Entity will be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) that are supplied by Wethos or its authorized agents and used as authorized, (ii) that are modified by Wethos or at Wethos’ direction where the unmodified version of the Service would not be infringing and the claim would not have arisen but for such modification, (iii) combined with other products, processes or materials that are provided or approved by Wethos where the Service would itself not be infringing and the claim would not have arisen but for such combination, or (iv) where Wethos continues the allegedly infringing activity after being notified thereof. If due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Wethos to be infringing, Wethos may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially equivalent features and functionality, (b) obtain for you a license to continue using the Service, or (c) terminate these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.
12.2 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE WETHOS ENTITIES OR ANY OF OUR THIRD-PARTY SERVICE PROVIDERS BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR ANY TERMS AND CONDITIONS RELATED THERETO UNDER ANY WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS); OR (B) FOR ANY DIRECT DAMAGES IN EXCESS OF THE FEE PAID BY CUSTOMER TO COMPANY , IN EACH CASE, WHETHER OR NOT A WETHOS ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Wethos does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, even if you do not recover the fraudulently purchased product.
13. DISPUTE RESOLUTION AND ARBITRATION
13.1 Generally. Except as described in Section 12.2 and 12.3, you and Wethos agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
13.2 YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WETHOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
13.3 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) bring any suit for physical harm, discrimination or sex or gender-based harassment; (c) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (d) seek injunctive relief in a court of law in aid of arbitration; or (e) to file suit in a court of law to address an intellectual property infringement claim.
13.4 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 12 within 30 days after the date that you agree to these Terms by sending a letter to Start Hatching, Inc. d/b/a Wethos, Attention: Legal – Arbitration Opt-Out, 228 Park Ave S, PMB 68911, New York, New York 10003-1502 US that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Wethos receives your Opt-Out Notice, this Section 12 will be void and any action arising out of these Terms will be resolved as set forth in Section 13. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
13.5 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by Judicial Arbitration and Mediation Services (“JAMS”) under its Steamlined Arbitration Rules & Procedures (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling JAMS at +1-212-751-2700,, or by contacting Wethos.
13.6 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Wethos’s address for Notice is: Start Hatching, Inc. d/b/a Wethos, 228 Park Ave S, PMB 68911, New York, New York 10003-1502. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Wethos may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Wethos will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
13.7 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Wethos must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
13.8 Arbitration Relief. Except as provided in Section 12.8, the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Wethos before an arbitrator was selected, Wethos will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties , except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
13.9 No Class Actions. YOU AND WETHOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Wethos agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
13.10 Modifications to this Arbitration Provision. If Wethos makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Wethos’ address for Notice of Arbitration, in which case your account with Wethos will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
13.11 Enforceability. If Section 12.8 or the entirety of this Section 12 is found to be unenforceable, or if Wethos receives an Opt-Out Notice from you, then the entirety of this Section 12 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to these Terms.
14. MISCELLANEOUS
14.1 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Wethos’ prior written consent, which consent will not be unreasonably withheld or delayed. Any other purported assignment will be void. Wethos may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. These Terms (including the Privacy Policy and any other referenced documents) are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Wethos in any respect whatsoever. The words “including” or “includes” means including or includes (as applicable) without limitation or restriction. Wethos may, from time to time, change these Terms and you should periodically check for revisions. Revisions to these Terms will be effective immediately except that, for existing users, material revisions will be effective 30 days after the posting or notice to you of the revisions unless otherwise stated. Wethos may require that you accept modified Terms in order to continue to use the Services. If you do not agree to the modified Terms, then you should discontinue your use of the Services. The Services may also provide notices to you of such changes to these Terms or other matters by displaying notices or links to notices generally on the Services. Notices to you may also be made via either email or regular mail. You are deemed to be on notice (a) if transmitted via email, when receipt is electronically confirmed, (b) if transmitted by facsimile; the day after it is sent, (c) if sent for next day delivery by recognized overnight delivery service; and upon receipt, or (d) if sent by certified mail, return receipt requested. By using the Services, you consent to receiving electronic communications from us as further described in our Privacy Policy and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. The Services are offered by Start Hatching, Inc. d/b/a Wethos and legal notices to Wethos shall be addressed to 228 Park Ave S, PMB 68911, New York, New York 10003-1502 US. These Terms shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. Any claim or action brought by one of the parties in connection with these Terms will be brought in the appropriate Federal or State court located in Dallas County and the parties irrevocably consent to the exclusive jurisdiction of such court.
EXHIBIT A: SUPPORT TERMS
Wethos is available by email at support@wethos.co to address any issues listed below regarding the use of the Wethos Platform and Services. We are under no obligation to provide support for the Services, and in instances where we may offer any support in respect of the Platform and Services it is only provided to Wethos users and will be subject to published policies which may include the below:
Technical Support;
Account Cancellation and Termination;
Onboarding Services;
Third-Party Integrations;
Contract templates;
Community Slack Workspace;
Community Lead Sharing;
Networking events & content creation.
Last Modified: 07/11/2024