Please read these Wajo Terms of Service (these “Terms”) and our Privacy Notice (“Privacy Notice”) carefully because they govern your access to and use of the website located at https://wajo.ai (the “Site”), the corresponding mobile application (“App”), and the services accessible through them, including the AI agent features that can take actions and complete tasks on your behalf, offered by Wajo Inc. (“Wajo,” “we,” “us,” or “our”), including where you access those services or communicate with our AI agents through third-party messaging, email, or collaboration channels (such as AI voice communications, SMS/text message, email, and Slack) (collectively, “Messaging Channels”). To make these Terms easier to read, the Site, the App, our services, and your interactions with the AI agents through the Messaging Channels are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND WAJO THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case “you” and “your” will refer to that entity, and the additional terms set out in the Business Rider (Section 18) apply to you and, where stated, override these Terms.
2. Privacy Notice
Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use, and share personal information.
3. Changes to These Terms or the Services
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App, and/or by sending other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services at any time and without notice, at our sole discretion.
4. Who May Use the Services
You may use the Services only if you are eighteen (18) years or older and capable of forming a binding contract with Wajo, and not otherwise barred from using the Services under applicable law.
5. The Services and AI Agents
5.1 Right to Use
Subject to your compliance with these Terms, Wajo grants you a limited, non-exclusive, non-transferable (except as permitted in Section 17.1 (Entire Agreement; Severability; Waiver; Assignment)) right to access and use the Services during the applicable term, in accordance with these Terms and any applicable documentation, solely for your personal, non-commercial use or, in the case of a Business Account, your internal business purposes. No rights are granted to you hereunder other than as expressly set forth herein.
5.2 The AI Agents and Agent Actions
Wajo provides an AI-enabled coordination, procurement, curation, and fulfillment service: it helps you identify, evaluate, arrange and order goods, services, information, and other tasks you ask it to obtain. The Services include artificial intelligence agent features (“AI Agents”) that can take actions and complete tasks in response to your instructions. These actions may include, without limitation, communicating with third parties on your behalf, and, where you authorize it, arranging, initiating, scheduling, modifying, cancelling, or entering into transactions with third-party merchants, service providers, or platforms (each, a “Third-Party Provider”) on your behalf, and creating, accessing, or using accounts with Third-Party Providers on your behalf, including accounts we establish for you and accounts you already hold, (each such action, an “Agent Action”). Any Agent Action that results in an agreement with a Third-Party Provider is an agreement between you and such Third-Party Provider and Wajo is not a party to such agreement. Where an Agent Action you authorize requires payment to a Third-Party Provider, arranging and completing that payment is a fulfillment step within the procurement service as part of the Services and is not offered as a separate or standalone service by Wajo. The payment mechanism Wajo uses to complete a purchase depends on the merchant and transaction type, as further described in Section 7 (Fees, Subscriptions, and Cancellation).
5.3 Your Authorization; Appointment of Wajo as Limited Agent
You authorize and appoint Wajo, acting through the AI Agents, as your limited agent for the sole and limited purpose of carrying out the Agent Actions that you authorize through the Services. This appointment is limited to the scope of the authorization you grant and does not constitute Wajo as your general agent or give Wajo authority to act on your behalf for any purpose other than performing authorized Agent Actions. Instructions may authorize repeated or future actions without a separate confirmation for each action. Where you authorize Agent Actions that may result in payments to Third-Party Providers, you may set spending limits, or other controls through your account settings. You are responsible for configuring those controls and Wajo may rely on the authorizations and limits in effect at the time an Agent Action is initiated. If you do not configure spending controls, Wajo may act on any instructions it reasonably determines were provided by you within the scope of your general authorization. Wajo may act, and you authorize Wajo to act, on instructions that Wajo reasonably determines were provided by you or on your behalf through your account, and you are responsible for maintaining the security of your account and credentials. For certain Third-Party Providers, you may direct an AI Agent to sign in to an account you hold with that provider. Where you do, you authorize us to store and use the credentials you provide for that purpose in a secure manner, and we may complete purchases within that account using a payment method saved there with your approval. You may revoke this access at any time through your account settings. Wajo determines which Third-Party Providers this option is available for and may add or remove providers at any time. Wajo does not exercise discretion beyond the instructions and authorizations you provide, does not act as your fiduciary, and owes no duties beyond those expressly stated in these Terms.
5.4 Responsibility for Agent Actions
Each AI Agent operates solely at your direction and under your control, oversight, and decision-making authority. You are solely responsible for determining the suitability of the Services for your use case and for the instructions you provide to the AI Agents and for Agent Actions taken within the scope of the authorization you grant, as if you had taken those actions yourself, including any resulting payment or other obligations to Third-Party Providers, and including sending messages and communications, making bookings or purchases, creating or modifying tasks, updating records, and similar actions. The accuracy, quality, and appropriateness of any Agent Action depends on, and is commensurate with, the quality and context of your instructions and your compliance with these Terms. To the maximum extent permitted by law, Wajo will not have any liability or responsibility to you or any other person or entity for any loss or damages relating to or arising from the Agent Actions, acts or failures to act by the AI Agents, or their use by you or any other party.
5.5 Use Restrictions
You will not, and will not permit any person or entity (including any Authorized User (defined below)) to, directly or indirectly:
- use the Services in any manner beyond the scope of rights expressly granted in these Terms;
- use the Services or any Output in a manner that violates usage restrictions Wajo makes available to you in connection with the Services;
- copy, modify, or create any derivative work of any portion of the Services or the documentation;
- reverse engineer, decompile, decode, or disassemble, or otherwise attempt to derive or gain improper access to the Services or any software component of the Services, in whole or in part;
- frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease, or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for your own benefit in accordance with these Terms;
- use the Services, Output, or documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law including, without limitation, wiretapping laws, the Telephone Consumer Protection Act and similar state laws;
- post or transmit any User Content or Input that is unlawful, infringing, fraudulent, defamatory, obscene, discriminatory, harassing, or that promotes violence or illegal activity;
- use the AI Agents to arrange, initiate, or complete any unlawful transaction, to enter into any transaction you are not able or authorized to pay for, or to circumvent, violate, or exceed the terms of service, access controls, or rate limits of any Third-Party Provider;
- access or search the Services, or download any data or content, through any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, or data-mining tools) other than software or Services features provided by Wajo for that purpose;
- interfere with, or disrupt the integrity or performance of, the Services or any data or content contained therein or transmitted thereby, or attempt to probe, scan, or test the vulnerability of any Wajo system or breach any security or authentication measure;
- send any unsolicited or unauthorized advertising, spam, or similar solicitation through the Services, or impersonate or misrepresent your affiliation with any person or entity;
- use the Services, Output, documentation, or any Wajo confidential information for benchmarking or competitive analysis, or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Services, or to train or improve any AI model; or
- collect other users’ personal information from the Services without their permission.
Wajo is not obligated to monitor access to or use of the Services, but has the right to do so to operate the Services, ensure compliance with these Terms, and comply with applicable law. We reserve the right, but are not obligated, to remove or disable access to any content or to suspend or limit any Agent Action, at any time and without notice, including if we consider it objectionable or in violation of these Terms.
5.6 Authorized Users
You will not allow any person other than you (or, for a Business Account, its Authorized Users) to use the Services on your account. You are responsible for all acts and omissions of any Authorized User and for their compliance with these Terms.
5.7 Third-Party Services You Connect
In addition to interacting with Third-Party Providers, certain features of the Services may allow you to interface or interact with, access, or use compatible third-party services, products, technology, and content (“Third-Party Services”) that you choose to connect. Wajo does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs caused in whole or in part by the Third-Party Services. You are solely responsible for maintaining the Third-Party Services and obtaining any licenses and consents necessary to use them in connection with the Services.
5.8 Reservation of Rights; Wajo IP
Wajo and its licensors exclusively own all right, title, and interest in and to the Services, including all associated software, AI models and systems, and intellectual property rights (“Wajo IP”), except for your Input and Output as set out in Section 6 (Your Content, Input, and Output). You agree not to remove, alter, or obscure any proprietary rights notices in the Services. No rights are granted to you except as expressly set forth in these Terms.
5.9 Recording and Transcription; Compliance with Recording Laws
You acknowledge that the Services allow you to record and transcribe calls including, without limitation, communications that take place during calls made by or on behalf of you with an artificial or prerecorded voice. You are solely responsible for complying with all applicable wiretapping and call recording laws. By using the Services, you consent to Wajo’s and its vendor’s recording of calls, and to Wajo’s and its vendor’s use, disclosure, and storage of such recordings as contemplated by the Terms.
5.10 Use of Text Messaging and Artificial / Prerecorded Voice Calling Services
You acknowledge that aspects of the Services may allow you or an AI Agent to send text messages using an automatic telephone dialing system, an automated system for the selection or dialing of telephone numbers, or other equipment. You further acknowledge that aspects of the Services may allow you or an AI Agent to make calls using an artificial or prerecorded voice. You agree that you are solely responsible for ensuring that your use of the Services complies with the Telephone Consumer Protection Act and other applicable laws. You, and any AI Agent you use, will not use the Services to send or deliver any sales or marketing promotions including, without limitation, marketing text messages or marketing calls made via an artificial or prerecorded voice.
5.11 Recording Notice; Certain Representations and Warranties
“Recording Notice” means an adequate legal notice to individuals who are recorded and/or transcribed via the Services of the recording and transcription of their voice communications by the Services, which is no less protective than, “We and our vendor may record and transcribe your call with us.”
You represent and warrant that: (i) you have provided all individuals who may be recorded and/or transcribed via the Services with sufficient notice of the recording and transcription of their communications as contemplated by these Terms, which shall include incorporation of a Recording Notice at the very beginning of each recording and/or transcription; and (ii) you have obtained and will continue to maintain all consents necessary to send text messages or make artificial or prerecorded voice calls via the Services including, without limitation, those consents required under the Telephone Consumer Protection Act and similar state laws.
6. Your Content, Input, and Output
6.1 User Content
Our Services may allow you to store, submit, or share content such as text, files, documents, images, and other materials. Anything (other than Feedback) that you submit or make available through the Services is “User Content.” Wajo does not claim ownership of your User Content, and nothing in these Terms restricts any rights you have to your User Content.
6.2 Input and Output
The Services may generate output for you (each, “Output”) in response to (i) your interaction, request, prompt, or instruction, or (ii) content you upload or submit to influence the Output or the Services (collectively, “Input”). As between you and Wajo, and to the extent permitted by applicable law and subject to Section 5.8 (Reservation of Rights; Wajo IP), (a) you own all Input that you provide, and (b) subject to your compliance with these Terms, Wajo assigns to you its right, title, and interest in and to the Output generated by your Input. Wajo may use and modify Input and Output to enforce any applicable acceptable use policies or usage policies and to comply with applicable law. For clarity, Output consists of generated content and does not include, and this Section does not purport to assign to you any rights in, any Agent Action or any transaction, booking, or obligation created by an Agent Action, which are addressed in Sections 5 (The Services and AI Agents) and 8 (Third-Party Providers and Merchant Transactions).
6.3 License to Your Input, Output, and User Content
You grant Wajo a non-exclusive, worldwide, royalty-free, sublicensable license to use, copy, distribute, host, reproduce, publicly display, publicly perform, modify, create derivative works based upon, and otherwise process your User Content, Input, and Output for the purpose of operating, maintaining, providing, and improving the Services and Wajo’s related products and services and to comply with applicable law. The foregoing license includes the right to use de-identified and/or aggregated User Content and Input with training algorithms, machine learning, and artificial intelligence (including generative tools) in connection with the Services. Please note that we will de-identify and/or aggregate User Content prior to using them to train and improve our Services or to develop new products and services.
6.4 Your Responsibility for Content
You are solely responsible for your User Content and Input. You represent and warrant that you have all rights necessary to grant the licenses above and that your User Content and Input, and Wajo’s use of them in accordance with these Terms, will not infringe, misappropriate, or violate any third party’s rights or any applicable law.
6.5 Removal of User Content
You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
6.6 Feedback
If you choose to submit comments, suggestions, ideas, or other feedback about the Services (“Feedback”), you agree that we are free to use it without restriction or compensation to you.
7. Fees, Subscriptions, and Cancellation
7.1 General
Wajo may require payment of a fee for use of the Services (or certain portions thereof), and you agree to pay such fees. You may have the option of making a one-time payment (“One-Time Payment”) or purchasing a subscription (“Subscription”). Whether you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. You represent and warrant that you have the legal right to use any payment method you provide (“Payment Information”). You must keep your Payment Information complete, accurate, and current. By initiating a Transaction, you authorize us to provide your Payment Information to third parties as needed to complete the Transaction and to charge your payment method (plus applicable taxes and charges). All fees are payable in U.S. dollars and, except as expressly provided in these Terms, are non-refundable and non-transferable.
7.2 Subscriptions and Auto-Renewal
If you purchase a Subscription, you will be charged the Subscription fee, plus applicable taxes and charges, at the beginning of your Subscription and at the beginning of each renewal period thereafter, at the then-current rate. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE WAJO TO INITIATE RECURRING PAYMENTS AS SET FORTH HEREIN. We will automatically charge you each period using your Payment Information until you cancel. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, we will send you a reminder with the then-current Subscription fee. You acknowledge that your Subscription has recurring payment features and accept responsibility for all recurring payment obligations prior to cancellation. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
7.3 Cancellation and Refunds
You may cancel a Transaction for a full refund within ten (10) calendar days of your initial purchase (for clarity, this is just a cancellation right for the Services and not for any purchase that Wajo arranges to a Third-Party Provider). AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, and subject to applicable law, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period and EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to support@wajo.ai. You will be responsible for all Subscription fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.
7.4 Payments to Third-Party Providers
When you authorize a purchase through the Services, Wajo arranges or processes payment to complete the purchase. The mechanism depends on the merchant and transaction type:
(a) Agentic Commerce-Supporting Merchants. For merchants that participate in a supported agentic commerce protocol (such as the Agentic Commerce Protocol (ACP), Universal Commerce Protocol (UCP), or similar open standards that Wajo supports), Wajo initiates checkout on your behalf by passing a scoped payment authorization to the merchant through the applicable protocol. Your payment credentials are not shared directly with the merchant; instead, a narrowly scoped payment token — authorized by you and limited to a specific merchant and transaction — is issued by your payment provider (such as Stripe or your card network) and passed to the merchant for processing. The merchant remains the merchant of record for the transaction, processes the charge through its own payment infrastructure, and is responsible for fulfillment, returns, and customer service. Your transaction is governed by the merchant's terms and your agreement with your payment provider. Wajo's role in these transactions is limited to initiating and coordinating the checkout flow on your behalf; Wajo does not process, hold, or settle the payment funds. Because these protocols are evolving, the specific mechanics of any given transaction depend on which protocol and payment provider are involved. Wajo may determine to support or discontinue support of specific agentic commerce protocols in its sole discretion.
(b) Participating Merchants. For merchants that have contracted with Wajo for payment processing, the merchant has authorized Wajo as limited agent to receive your payment on its behalf. Wajo completes the payment to the merchant using a payment instrument Wajo controls and separately charges you for reimbursement of that payment as part of the procurement service. Your payment obligation for the underlying transaction runs to the merchant; Wajo's receipt of your authorization and reimbursement satisfies that obligation.
(c) Other Merchants. For merchants that have not contracted with Wajo for payment processing, Wajo completes payment to the merchant as the final step of its AI-enabled procurement service when the payment is a necessary component of that procurement and is not offered by Wajo as a separate or independent service. To complete payment, Wajo pays the merchant using a payment instrument Wajo controls and charges you for reimbursement of the full transaction amount at or around the same time. Wajo is not a lender, does not provide credit, and does not charge interest on amounts paid to merchants on your behalf. Your authorization to Wajo to charge your payment method for reimbursement is a condition of Wajo completing the procurement on your behalf.
(d) Purchases Made in Your Own Merchant Account. Where a purchase is completed within an account you hold with a Third-Party Provider using a payment method saved in that account with your approval, the Third-Party Provider charges that payment method directly. Wajo does not receive, hold, or transmit funds for such a transaction, and any refund or dispute is between you and the Third-Party Provider.
For transactions described in Sections 7.4(b) and 7.4(c), at or around the time of the transaction, you authorize Wajo to charge your payment method for the full transaction amount, including the purchase price and any applicable taxes, shipping, or other charges, as reimbursement for the payment Wajo made to the merchant on your behalf. Any Wajo fee is compensation for the procurement service; it is not a fee for the movement of funds. Purchase amounts paid to Third-Party Providers on your behalf are not Wajo’s compensation. Wajo is not a bank and does not hold your funds as deposits.
Wajo may charge a procurement service fee in connection with purchases arranged through the Services, which will be disclosed to you prior to completion of the applicable transaction. This fee is charged for Wajo's AI-enabled identification, evaluation, and procurement services and is separate from, and in addition to, the purchase amount paid to the merchant.
7.5 Payment Errors and Disputes
If you believe a payment to a merchant arranged through the Services was processed in error—including an incorrect amount, a duplicate charge, or a charge for a transaction you did not authorize—please notify us at support@wajo.ai as soon as possible and in any event within sixty (60) days of the transaction date. Prompt notice helps us investigate effectively. Nothing in this paragraph limits any rights you may have to dispute a charge directly with your card issuer or bank under applicable law, including your rights under the Electronic Fund Transfer Act or the Fair Credit Billing Act, which run independently of this process and are governed by your agreement with your card issuer or bank. If you believe an Agent Action resulted in a payment that exceeded or fell outside the authorization you granted, please notify us promptly. For purposes of our investigation, a payment is authorized if it was initiated pursuant to instructions that Wajo reasonably determined were provided by you or on your behalf under the authorizations in effect at the time, including standing authorizations. Your notification does not waive any rights you may have under applicable law.
8. Third-Party Providers and Merchant Transactions
When an AI Agent arranges, initiates, or enters into a transaction with a Third-Party Provider on your behalf, that transaction is a contract between you and the Third-Party Provider (except to the extent Wajo acts as payment processor as described in Section 7.4(b)). The Third-Party Provider’s terms, prices, availability, and policies (including its cancellation, change, and refund policies) govern that transaction, and you are responsible for reviewing and complying with them. Wajo is not the seller, provider, or supplier of, and is not responsible for, the underlying goods or services, does not take title to any such goods, does not manufacture, stock, inspect, or warrant them, and makes no representation regarding the performance, quality, safety, or legality of any goods or services. Wajo does not guarantee the price, availability, quality, timing, or fulfillment of any Third-Party Provider transaction. Any dispute, claim, cancellation, return, or refund relating to a Third-Party Provider transaction is between you and the Third-Party Provider and is subject to that Third-Party Provider’s policies, although Wajo will provide reasonable assistance to help you resolve such matters where it is able to do so. Where Wajo processes payment as described in Section 7.4(b), Wajo may assist with initiating chargebacks or dispute processes on your behalf, but resolution of the underlying transaction dispute remains between you and the merchant.
9. DMCA / Copyright Policy
Wajo respects copyright law and expects its users to do the same. It is Wajo’s policy to terminate, in appropriate circumstances, the accounts of users who repeatedly infringe, or are believed to be repeatedly infringing, the rights of copyright holders. Please contact us at support@wajo.ai to request a copy of Wajo’s Copyright and IP Policy or for further information.
10. Termination
You may stop using the Services at any time, and you may cancel your account by emailing us at support@wajo.ai. We may suspend or terminate your access to and use of the Services, including your account, at our sole discretion, at any time and without notice to you. Upon any termination, the following Sections survive: 5.4 (Responsibility for Agent Actions), 6 (Your Content, Input, and Output), 7 (Fees, Subscriptions, and Cancellation) (for amounts due and owing to Wajo prior to termination), 7.5 (Payment Errors and Disputes), 8 (Third-Party Providers and Merchant Transactions), 9 (DMCA / Copyright Policy), 11 (Warranty Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14 (Rights and Terms for Apps), 15 (Governing Law and Forum), 16 (Dispute Resolution), 17 (General Terms), 18.2 (Dispute Resolution), and 18.3 (Limitation of Liability).
11. Warranty Disclaimers
11.1 General Disclaimer
THE SERVICES AND OUTPUT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES, OUTPUT, OR AGENT ACTIONS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, OR BE ACCURATE, COMPLETE, RELIABLE, OR TIMELY OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. The foregoing does not limit Wajo’s obligations with respect to payment errors as set out in Section 7.5.
11.2 Nature of AI; Output and Agent Actions
DUE TO THE NATURE OF MACHINE LEARNING AND LARGE LANGUAGE MODELS, OUTPUT MAY NOT BE UNIQUE, AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR YOU AND A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT, OR TAKE AGENT ACTIONS, THAT ARE INACCURATE, INCORRECT, INCOMPLETE, OFFENSIVE, OR OTHERWISE UNDESIRABLE, OR THAT DIFFER FROM WHAT YOU INTENDED. YOU ARE RESPONSIBLE FOR REVIEWING OUTPUT AND VERIFYING MATERIAL FACTS, PRICES, RECIPIENTS, AND TRANSACTION DETAILS BEFORE RELYING ON THEM. THE ACCURACY AND QUALITY OF OUTPUT AND AGENT ACTIONS MAY DEPEND UPON AND BE COMMENSURATE WITH THAT OF THE INPUT YOU PROVIDE. NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, EXCEPT AS SET OUT IN SECTION 7.5 (PAYMENT ERRORS AND DISPUTES), WAJO WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM USER CONTENT, INPUT, OUTPUT, AGENT ACTIONS, OR THEIR USE.
12. Limitation of Liability
12.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WAJO NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WAJO OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2 Total Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WAJO’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY YOU OR PAYABLE BY YOU TO WAJO FOR USE OF THE SERVICES, PROVIDED THAT IN NO EVENT WILL WAJO’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS MADE UNDER OR RELATED TO THESE TERMS EXCEED ONE HUNDRED DOLLARS $100.00.
12.3 Basis of the Bargain
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WAJO AND YOU.
13. Indemnification
You will indemnify and hold harmless Wajo and its officers, directors, employees, and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses (including reasonable legal and accounting fees) arising out of or in any way connected with (a) your access to or use of the Services; (b) your User Content, Input, Output, or their processing or use by Wajo; (c) Agent Actions taken within the scope of the authorization you granted; (d) your violation of any third party’s rights, including intellectual property, privacy, or publicity rights; or (e) your violation of these Terms or applicable law.
14. Rights and Terms for Apps
14.1 App License
If you download the App and comply with these Terms, Wajo grants you a limited, non-exclusive, non-transferable license, with no right to sublicense, to install and run the App on devices you own or control, solely for your permitted use of the Services. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
14.2 Additional Information: Apple App Store
This Section applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
15. Governing Law and Forum
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that you and Wajo are not required to arbitrate will be the state and federal courts located in San Francisco, California, and you and Wajo each waive any objection to jurisdiction and venue in such courts.
16. Dispute Resolution
16.1 Mandatory Arbitration of Disputes
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Wajo agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Wajo are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
16.2 Exceptions
As limited exceptions to Section 16.1 (Mandatory Arbitration of Disputes) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
16.3 Conducting Arbitration and Arbitration Rules
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
16.4 Arbitration Costs
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
16.5 Injunctive and Declaratory Relief
Except as provided in Section 16.2 (Exceptions) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
16.6 Class Action Waiver
YOU AND WAJO 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, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
16.7 Severability
With the exception of any of the provisions in Section 16.6 (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
17. General Terms
17.1 Entire Agreement; Severability; Waiver; Assignment
Except to the extent a signed agreement between you and Wajo provides otherwise, these Terms, together with the Privacy Notice and (for Business Accounts) the Business Rider, constitute the entire and exclusive agreement between you and Wajo regarding the Services and supersede all prior agreements. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver. You may not assign or transfer these Terms without our prior written consent. Wajo may freely assign or transfer these Terms. Subject to the foregoing, these Terms bind and benefit the parties and their successors and permitted assigns.
17.2 Notices
We may provide notices to you by email or by posting to the Services. For notices by email, the date of receipt will be deemed the date of transmission. You are responsible for keeping your account email current.
17.3 Contact
If you have questions about these Terms or the Services, please contact Wajo at support@wajo.ai.
18. Business Rider (Business Accounts Only)
This Business Rider (“Rider”) applies only if you access or use the Services on behalf of a company or other legal entity (a “Business Account”). In the event of any conflict between this Rider and the other provisions of these Terms, this Rider controls with respect to Business Accounts. Capitalized terms used but not defined in this Rider have the meanings given elsewhere in these Terms.
18.1 Authority and Authorized Users
The individual accepting these Terms on behalf of a Business Account represents and warrants that they are authorized to bind the entity. Content, instructions, Agent Actions, and Output shared through a workspace or Messaging Channel may be visible to other employees and contractors. The entity may permit its employees and contractors that it authorizes to use the Services on its behalf (“Authorized Users”) to do so, provided that the entity is responsible for all acts and omissions of its Authorized Users and for their compliance with these Terms, including the restrictions in Section 5.5 (Use Restrictions). Agent Actions taken through a Business Account bind the entity.
18.2 Dispute Resolution
Section 16 (Dispute Resolution) does not apply to Business Accounts. Instead, the following provision applies:
The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco, California and the parties irrevocably consent to the personal jurisdiction and venue therein.
18.3 Limitation of Liability
Section 12 (Limitation of Liability) does not apply to Business Accounts. Instead, the following provision applies:
- Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) YOUR INDEMNIFICATION OBLIGATIONS; (III) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (IV) BREACH OF YOUR PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.
- Total Liability. IN NO EVENT WILL WAJO’S TOTAL CUMULATIVE LIABILITY TO THE BUSINESS ACCOUNT OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS, EXCEED THE FEES ACTUALLY PAID BY YOU TO WAJO IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THESE TERMS, LESS ALL AMOUNTS PAID BY WAJO TO YOU FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THESE TERMS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT WAJO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. FOR PURPOSES OF THIS CAP, ONLY FEES ACTUALLY PAID DIRECTLY TO WAJO FOR USE OF THE SERVICES COUNT; MERCHANT AMOUNTS, REIMBURSEMENTS, TAXES, TIPS, THIRD-PARTY PROVIDER CHARGES, AND OTHER PASS-THROUGH AMOUNTS ARE EXCLUDED.
18.4 Business Use
Business Accounts may use the Services for internal business purposes only and remain responsible for ensuring their use of Agent Actions, Output, and any Third-Party Provider transactions complies with all laws applicable to their business.