Terms of Service

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.

Welcome to Word WandAI! These Terms of Service (these “Terms”) form a binding legal agreement between Word WandAI, trading under K1ng Kong Solutions Pty Ltd., (“Word WandAI”, “we”, “us”, or “our”) and you regarding the use of (a) the website located at www.wordwandai.com (the “Website”), and (b) our underlying technology platform, our mobile apps, and our services and offerings available on the foregoing, including without limitation our software-as-a-service licensed to Users (collectively, our “Platform”, and together with the Website, the “Services”). “Users” means visitors and users of the Services.

Please review these Terms carefully. By accessing or using the Services, including by submitting an Order Form or registering an account, you agree to these Terms. An “Order Form” means an order form incorporating these Terms. “Registration” means your account registration and subscription purchase. Your Order Form or Registration and these Terms together form the “Agreement”.

We may update these Terms from time to time and will publish the current version on the Website. For an existing paid subscription, changes apply from the next Renewal Period, unless you expressly agree to an earlier application. We will notify you by email of material changes at least thirty (30) days before the Renewal Period to which they will apply, so that you can cancel before renewal. Subscription fee increases are subject to the sixty (60) day notice requirement in PAYMENT TERMS AND TAXES. If notice is provided too late, the relevant change will apply from a subsequent Renewal Period after the applicable notice period has elapsed. Changes do not retrospectively alter charges already incurred or cancellation requests already made. If you do not agree to the changes, you may cancel automatic renewal under SUBSCRIPTION PERIOD, AUTOMATIC RENEWAL AND CANCELLATION.

AUSTRALIAN CONSUMER LAW AND OTHER MANDATORY RIGHTS

Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other applicable law that cannot lawfully be excluded, restricted or modified. This applies to every provision of the Agreement, including provisions concerning fees, refunds, warranties, disclaimers, termination, indemnities and limitations of liability. If a provision conflicts with a mandatory right or remedy, that right or remedy prevails to the extent of the conflict. Any contractual warranty or refund entitlement is additional to those mandatory rights and remedies.

ACCOUNT

You will be required to provide certain information (including personal information) to register your account on the Platform. You will do so either through the Platform, or through a separate order form (the “Order Form”) that incorporates by reference these Terms. You are responsible for maintaining the security of your account and your login credentials, and you will be responsible for any actions taken using your account credentials. You are responsible for ensuring you provide complete and accurate information and keep such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, inaccurate, or incomplete information. Your information will be treated in accordance with our then-current posted privacy policy (which is hereby incorporated into these Terms).

SUBSCRIPTION PERIOD, AUTOMATIC RENEWAL AND CANCELLATION

Your subscription begins on the effective date of your Order Form or Registration (the “Agreement Effective Date”) and continues for the initial subscription period stated in your Order Form or Registration (the “Initial Subscription Period”). We will provide access to the Platform promptly after the Agreement Effective Date.

Your subscription automatically renews for consecutive periods of the same duration as the Initial Subscription Period (each a “Renewal Period”), unless you cancel before the next renewal date and time. The Initial Subscription Period and any Renewal Periods together comprise the “Subscription Period”. The subscription duration, fees and automatic renewal arrangements will be disclosed before purchase. Your next renewal date and time, including the applicable time zone, will be shown in your account or subscription confirmation. We will not charge a renewal fee before that disclosed renewal time.

You may cancel automatic renewal at any time through the cancellation option in your account, where available, or by emailing contact@wordwandai.com with a clear cancellation request and sufficient information to identify your account, such as your registered email address. You do not need to provide a reason or complete an online cancellation process before cancelling by email. No thirty-day advance notice period applies to subscription cancellation.

Email cancellation is available independently of the account cancellation option, including if you cannot log in, cannot locate the cancellation option, or experience difficulty using the Platform or payment portal. If you experience difficulty cancelling online, you may email us directly to cancel.

For renewal purposes, an email cancellation request takes effect when it is received at contact@wordwandai.com, rather than when we read, respond to or process it. An account cancellation takes effect when the cancellation process is successfully completed. We will confirm cancellation by email. A delay in our response or confirmation does not change the effective date of a valid cancellation request. If reasonable identity verification is needed, we will request it promptly and, once verified, honour the original receipt date of an otherwise clear cancellation request.

If cancellation takes effect before the next renewal date and time, your subscription will not renew. If cancellation takes effect after a renewal has occurred, it will stop the following renewal. Subject to your mandatory legal rights and the REFUNDS section, cancellation does not retrospectively cancel a subscription period that has already commenced.

Cancelling automatic renewal does not immediately terminate your current paid subscription. You retain access until the end of the current paid Subscription Period, unless the Agreement is separately terminated in accordance with these Terms or applicable law. No cancellation fee applies.

Simply ceasing to use the Services, uninstalling an application, logging out, or removing a payment method does not itself cancel your subscription. A clear cancellation request submitted through an available cancellation channel will be honoured even if it also requests account deletion.

We may elect not to renew your subscription by giving you at least thirty (30) days’ written notice before renewal. If we discontinue the Services during a paid Subscription Period, we will refund prepaid subscription fees attributable to the period after access ends, without limiting any other rights or remedies you may have.

PAYMENT TERMS AND TAXES

You will pay the subscription fees stated in your Order Form or Registration for the Initial Subscription Period and each Renewal Period. The billing frequency, currency and total payable amount, including any applicable taxes or additional charges, will be disclosed before purchase.

We may increase subscription fees for a future Renewal Period by giving you written notice at least sixty (60) days before that Renewal Period begins. A fee increase will not apply during a subscription period already paid for. You may cancel automatic renewal before the increased fee takes effect.

Applicable GST and other taxes will be identified at checkout or in your Order Form. You are not responsible for taxes assessed on our net income.

LICENSE

Subject to the terms and conditions of the Agreement, including the payment by you of all fees pursuant to the FEES, PAYMENT AND SUSPENSION OF SERVICES Section herein, we hereby grant to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable (except as permitted in the GENERAL section) license during the Subscription Period to access and use the Platform, in connection with a Platform subscription as designated on the Order Form or your Registration, solely for your internal business purposes, and to use and make a reasonable number of copies of the Documentation (as defined herein) solely for your internal business purposes in connection with your use of the Platform. We shall deliver the Platform electronically, on tangible media, or by other means on a date agreed to by the parties. “Documentation” means our user manuals, handbooks and installation guides, if any, relating to the Platform made available by us to you.

RESTRICTIONS ON USE

You shall not use the Services or Documentation for any purposes beyond the scope of the license granted in the Agreement. We are not responsible for the conduct of any User. You will act in a professional, respectful, ethical, and lawful manner when using the Services. Without limiting the foregoing and except as otherwise expressly set forth in the Agreement, you shall not, and shall not permit any Authorized User (as defined herein) or other party to (a) reverse engineer, disassemble, or decompile any component of the Services; (b) rent, lease, lend, sell, sublicense or otherwise distribute any of your rights under the Agreement (except as expressly authorized hereunder) or otherwise use the Platform for or to operate a service bureau, application service provider service, or any software-as-a-service offering in any way related to the Agreement; (c) modify, copy or make derivative works based on any part of the Platform or Documentation; (d) use the Services to build a competitive offering; (e) remove any proprietary notices from the Services or Documentation, or any information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Services; (f) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Services or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (g) post or transmit any content, submit any requests, or otherwise behave in any manner, that is or are discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (h) send unsolicited advertisements; (i) impersonate any person or misrepresent your identity or affiliation; (j) use the Services in a way that is not for its intended purposes or that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; (k) provide any false or misleading information or any information that you do not have the right to provide; or (l) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. “Authorized Users” means your employees and authorized independent contractors for whom you have permitted to use your subscription to the Platform, the maximum permitted number of which is as set forth in the Order Form or your Registration.

OPEN SOURCE SOFTWARE

Certain software code incorporated into or distributed with the Platform may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in the Agreement, the Open Source Software is not licensed under the LICENSE Section herein, and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.

CUSTOMER DATA

You shall own all Customer Data (as defined herein) and Usage Data (as defined herein). Word WandAI HAS NO LIABILITY UNDER THE AGREEMENT FOR THE PROTECTION OF CUSTOMER DATA AND USAGE DATA EXCEPT TO THE EXTENT RESULTING FROM OUR BREACH OF THIS CUSTOMER DATA SECTION. “Customer Data” means any data or information provided by you to Word WandAI for your use of the Platform. “Usage Data” means any usage data and statistics collected by Word WandAI resulting from your use of the Platform.

SUPPORT SERVICES

Subject to your compliance with the Agreement, we will provide you with the following support services: (i) we will provide Authorized Users with email support (contact@wordwandai.com) for use by Authorized Users Monday through Friday, 9am – 5pm AEST, Australia holidays excluded, for problem resolution assistance, and we will respond to all support requests within two (2) business days; and (ii) during the Subscription Period, we will provide you with updates and enhancements that we generally offer for no additional fees to other subscribers of the Platform. Major Improvements to the Platform that we offer for additional fees will not be automatically provided to you. “Major Improvements” means material feature changes or improvements that we offer our customers for additional fees. We will have no responsibility or liability of any kind, whether for breach of warranty or otherwise, arising or resulting from: (a) your or Authorized Users’ use of any version of the Platform other than the then-current unmodified version provided to you; (b) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by us; (c) nonconformities resulting from abuse, negligence, or improper or unauthorized use of all or any part of the Platform; (d) problems or errors caused by your, or other third parties’, products, services or equipment; or (e) material modification, amendment, revision, or change to the Platform by any party other than Word WandAI or our authorized representatives. Any use of or reliance on data or data output contained in the Platform is your sole responsibility.

CONFIDENTIALITY

From time to time during the Subscription Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; (d) independently developed by the receiving party; or (e) required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Agreement Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Notwithstanding the foregoing, if the receiving party is required to disclose the disclosing party’s Confidential Information pursuant to a duly authorized subpoena, court order or other government authority, the receiving party will provide prompt written notice to the disclosing party prior to such disclosure so that the disclosing party may seek a protective order or other appropriate remedy.

AUTHORIZED USERS

On or as soon as reasonably practicable after the Agreement Effective Date, we will provide you the Platform to allow your Authorized Users to use and access the Platform. You agree to limit the access to and use of the Platform to the maximum number of Authorized Users included in your subscription for the Platform, and to ensure that all Authorized Users safeguard any usernames and passwords (“Credentials”) provided to them to use and access the Platform. You agree that you are responsible for all acts and omissions of Authorized Users and any activities conducted using their Credentials. You will notify us promptly if you learn of any unauthorized use of any Credentials or any other known or suspected breach of security related to the Platform. You are responsible for all activities that occur under your Authorized Users’ accounts, for Authorized Users’ compliance with the terms of the Agreement, and for all acts or omissions of such Authorized Users. You and your Authorized Users will be fully and completely responsible for all changes to and deletions of Customer Data logged or maintained within the Platform, as well as for the security of all Credentials required to use and access the Platform.

FEES, PAYMENT AND SUSPENSION OF SERVICES

Subscription fees are billed in advance. For subscriptions purchased through the Platform, payment is due at purchase and at each renewal. Where payment is by invoice under an Order Form, payment is due within thirty (30) days of receipt of the invoice unless the Order Form states otherwise.

By providing payment details and purchasing a recurring subscription, you authorise us or our payment processor to charge the disclosed subscription fees at purchase and at each renewal until you cancel automatic renewal. Renewals remain subject to the cancellation provisions in these Terms.

We may use third-party payment processors. They receive the information reasonably required to process payments and handle that information under their applicable terms and privacy policies. Their billing systems do not remove your ability to cancel by emailing contact@wordwandai.com.

You must keep your payment information up to date. If payment fails, we may notify you, retry the payment and suspend access while a valid amount remains overdue. A failed payment does not itself constitute a cancellation request. We will not retry a charge for a renewal that you validly cancelled before that renewal occurred.

For overdue invoiced amounts, we may charge interest at 1.5% per month, calculated daily and compounded monthly, or the maximum lawful rate if lower, to the extent permitted by applicable law. We will give you notice and a reasonable opportunity to resolve an overdue payment before suspension, except where immediate action is reasonably necessary to address fraud or a security risk.

REFUNDS

Subject to your mandatory legal rights and any express refund entitlement elsewhere in the Agreement, subscription fees are non-refundable for change of mind. We do not provide refunds or credits merely because you no longer need the Services, did not use the Services, forgot to cancel, or requested cancellation after a renewal had occurred. This includes partial refunds for unused subscription time.

A cancellation request received after renewal stops future renewals but does not, by itself, entitle you to a refund of the renewal charge. Your current paid subscription remains available until the end of that Subscription Period, subject to these Terms.

Difficulty locating or using an account or payment-portal cancellation option does not, by itself, establish a refund entitlement where cancellation by email was clearly disclosed and reasonably available before renewal. We will assess any evidence of an earlier cancellation attempt, a failure of our cancellation channels, misleading information, or other circumstances giving rise to a refund or remedy under applicable law. This provision does not excuse a failure by us to honour a valid cancellation request.

If you validly cancel before renewal but we nevertheless charge you for that renewal, we will refund the renewal charge. We will also refund duplicate or incorrect charges to the extent of the billing error.

If you believe a charge is incorrect or you are entitled to a refund, email contact@wordwandai.com with your account details, the charge date and amount, and the reason for your request. Where relevant, include evidence of an earlier cancellation attempt. We may reasonably verify your account and the relevant circumstances, but no special wording or form is required to request a statutory remedy.

We may offer a discretionary goodwill refund. Such a refund does not change the policy for other transactions, and our discretion does not affect any refund we are legally or contractually required to provide. Approved refunds will ordinarily be made to the original payment method unless otherwise agreed or required by law.

Nothing in this section excludes, restricts or modifies your rights under the Australian Consumer Law or other applicable law. Any express refund rights in the WARRANTY, INDEMNITY or other sections of the Agreement continue to apply.

OWNERSHIP

We retain all right, title and interest, including all intellectual property rights, in and to the Services, Documentation and all associated materials. Other than as expressly set forth in the Agreement, no licenses, subscriptions or other rights in the Services are granted to you.

You hereby grant Word WandAI and our affiliates a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use, reproduce, display, perform, modify, transmit, distribute, and create derivative works in any way we deem reasonable, without any attribution or accounting to you, any suggestions, enhancement requests, recommendations or other feedback provided by you or your Authorized Users relating to the Services.

TERM AND TERMINATION

Cancelling automatic renewal under SUBSCRIPTION PERIOD, AUTOMATIC RENEWAL AND CANCELLATION is distinct from early termination under this section. Automatic-renewal cancellation leaves access in place until the end of the current paid Subscription Period. Nothing in this section requires immediate discontinuation of use merely because you have cancelled automatic renewal. Any termination right or remedy available under mandatory applicable law is preserved.

The Agreement commences on the Agreement Effective Date and continues for the duration of the Subscription Period, unless earlier terminated in accordance with this Section. Except for breach of payment terms as specified in the FEES, PAYMENT AND SUSPENSION OF SERVICES Section, for which no notice period shall be necessary, either party may terminate the Agreement for a material breach by the other party of any of its terms and conditions upon a minimum of thirty (30) days written notice, provided the breach is not remedied during the notice period. Termination of the Agreement for cause shall result in automatic termination of your right to use the Services. In the event of any deprecation of any portion of the Platform, we will provide you with an updated version of the Platform with such portion deleted, and will notify you at least five (5) days in advance of providing such updated version. Upon receipt of the updated version of the Platform from us, you shall immediately cease use of the prior version of the Platform and use only the updated version of the Platform for the remainder of the Subscription Period. Upon any termination of the Agreement, you shall immediately discontinue all use of the Platform, and each party shall (i) immediately discontinue all use of the other party’s Confidential Information; (ii) delete the other party’s Confidential Information from its computer storage or any other media, including, without limitation, Customer Data, as applicable, but excluding Usage Data; (iii) return to the other party or destroy (with written certification), all copies of such other party’s Confidential Information then in its possession; and (iv) promptly pay all amounts due and remaining payable hereunder. The following Sections shall survive any termination of this Agreement: RESTRICTIONS; CUSTOMER DATA; CONFIDENTIALITY; OWNERSHIP; TERM AND TERMINATION; DISCLAIMER; INDEMNITY; LIMITATION OF LIABILITY; PUBLICITY; EXPORT COMPLIANCE; and GENERAL.

WARRANTY

We represent and warrant that the Platform will substantially conform to the Documentation for the ninety (90) days following the date that the Platform is made available to you for your use. This warranty does not apply if the Platform (i) has been altered, except by Word WandAI or its authorized representative; (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by us; or (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident. In the event of a breach of this paragraph, as your sole and exclusive remedy, we shall repair, replace or cause the refund of the fees paid for the non-conforming Platform. This remedy is conditioned upon you reporting the non-conformance in writing within the warranty period.

We represent and warrant that prior to delivery of any Platform, we will use generally available commercial virus scanning technology to detect any known viruses contained within the Platform as delivered by us to you. We further represent, warrant and covenant that we will use commercially reasonable efforts to not introduce any virus into the Platform. In the event a breach of this paragraph, as your sole and exclusive remedy, we will use commercially reasonable efforts, at no charge to you, to assist you in eradicating and mitigating the effects of the virus; provided, however, you acknowledge and agree that we make no warranties with respect to our ability to eradicate or mitigate such effects of the virus.

If we are unable to correct any breach of this Section within thirty (30) days after receipt of your written notice, you may terminate the Agreement with respect to the Platform and receive a refund of the unearned portion of all amounts paid under the Agreement in respect of the Platform. Such refund will be payable within thirty (30) days after the effective date of termination of the Agreement.

DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN THE WARRANTY SECTION HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WE DO NOT WARRANT, AND SPECIFICALLY DISCLAIM, THAT THE SERVICES AND DOCUMENTATION WILL BE ACCURATE, WITHOUT INTERRUPTION OR ERROR FREE.

INDEMNITY

If any action is instituted by a third party against you based upon a claim that the Platform, as delivered without modification and used as specified in all applicable documentation, infringes any third party’s U.S. intellectual property rights, we will defend such action at our own expense on your behalf and will pay all damages attributable to such claim which are finally awarded against you or paid in settlement. The prior sentence will not apply if the alleged claim arises, in whole or in part, from (a) a use or modification of the Platform by you in a manner inconsistent with any applicable documentation, or outside the scope of any right granted or in breach of the Agreement, (b) a combination, operation or use of the Platform with other software, hardware or technology not specifically authorized by Word WandAI, or (c) the Customer Data (the “Customer Indemnity Responsibilities”).

If the Platform is enjoined or, in Word WandAI’s determination is likely to be enjoined or otherwise infringing, we may, at our option and expense (a) procure for you the right to continue using the Platform, (b) replace or modify the Platform so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate your access to the Platform and refund any amounts previously paid for the Platform attributable to the remainder of the then-current term. This Section sets forth the entire obligation of Word WandAI and your exclusive remedy against Word WandAI for any claim that the Platform infringes a third party’s intellectual property rights.

If any action is instituted by a third party against Word WandAI or our affiliates (collectively the “Word WandAI Indemnitees”) relating to (i) your negligent or willful misconduct, (ii) your or Authorized Users’ use of the Platform or Documentation in a manner not authorized or contemplated by the Agreement, (iii) use of any version of the Platform other than the most current version of the Platform and Documentation delivered by us to you or (iv) Customer Indemnity Responsibilities, you will defend such action at your own expense on the Word WandAI Indemnitees’ behalf and will pay all damages attributable to such claim which are finally awarded against the Word WandAI Indemnitees or paid in settlement of such claim.

Any party that is seeking to be indemnified under the provision of this Section (an “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”) and (b) give the Indemnifying Party the sole control over the defense of such Claim.

LIMITATION OF LIABILITY

IN NO EVENT WILL Word WandAI OR OUR AFFILIATES BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF Word WandAI TO YOU FOR ALL CLAIMS, INCLUDING NEGLIGENCE, ARISING FROM OR RELATING TO THE AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED, THE TOTAL AMOUNT OF ALL FEES PAID BY YOU TO US UNDER THE AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

THE LIMITATIONS ON LIABILITY IN THIS SECTION WILL NOT APPLY TO ANY PAYMENT OBLIGATION UNDER THE FEES, PAYMENT AND SUSPENSION OF SERVICES SECTION, MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, OR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR PROVEN INEFFECTIVE. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE PROVISIONS OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT.

PUBLICITY

Except with your prior written consent, we may not use any name, trademark, logo, or trade name of yours (or any contraction, abbreviation, adaptation, or other variant thereof), or the name or likeness of any of your employees or staff, in any news/press/publicity release, advertising, publication, promotional material, or other commercial communication. Notwithstanding the foregoing, we may identify you as a customer of ours, provided that we make no statement that could reasonably be construed as your endorsement of Word WandAI or the Platform.

FORCE MAJEURE

We will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.

EXPORT COMPLIANCE

The parties represent that, except as allowed under applicable U.S. Government export laws and regulations, no technical data, hardware, software, technology, or other information furnished under the Agreement by either party shall be disclosed to any foreign person, firm, or country, including foreign persons employed by or associated with you. Furthermore, both parties shall not allow any re-export of any technical data, hardware, software, technology, or other information furnished, without first complying with all applicable U.S. Government export laws and regulations. Where required by applicable export laws, a party must obtain the necessary approvals before exporting technical data, hardware, software, technology or other information furnished under the Agreement. Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims, demands, actions, suits, proceedings, losses, damages, penalties, obligations, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising directly or indirectly from breaches of this provision by the other party.

NOTICES

Notices relating to the Agreement may be given in writing by email. Notices to Word WandAI, including subscription cancellation requests, may be sent to contact@wordwandai.com. We may send notices to the email address associated with your account or stated in your Order Form. You are responsible for keeping that address current.

An email notice is received when it reaches the recipient’s designated email system and is capable of being retrieved. Subscription cancellation requests received outside support hours are effective when received; they do not need to wait until the next business day. Cancellation is governed by SUBSCRIPTION PERIOD, AUTOMATIC RENEWAL AND CANCELLATION, including its account-identification and verification provisions. Certified mail is not required to cancel a subscription.

COPYRIGHT; DMCA

If you believe that any content on the Website infringes your copyrights or other intellectual property rights, please notify our designated copyright agent at contact@wordwandai.com. Your notice must comply with the requirements of the DMCA by including the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you repeatedly infringe third party copyrights (e.g., by submitting content without permission), whether proven or alleged, it is our policy to terminate your account on the Services.

THIRD PARTY SITES AND CONTENT

The Website may contain marketing materials provided by or promoting, and links to websites owned or operated by, third parties and their products and services. We do not control or endorse such parties, websites, products, or services, and we are not responsible for their content (whether included on a third-party site or the Website), nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such content. We have the right, but not the obligation, to review and modify or delete any content provided by third parties (including other users of the Services). Any views expressed in third-party content are the views of the applicable author and do not necessarily align with our views. We will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to such third-party content. We may be compensated by third parties for clicks, views, leads, referrals, or closed transactions, in exchange for preferred placement or listings, or otherwise.

GENERAL

The Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with, and governed by, the laws of the state of Victoria, Australia, without giving effect to such jurisdiction’s rules regarding conflicts of laws. The parties expressly agree that the exclusive jurisdiction for any claim or dispute arising from the Agreement resides in the federal and state courts located in Victoria, Australia, and each party consents to the personal jurisdiction thereof. You agree that Word WandAI may subcontract any aspect of our obligations under this Agreement to qualified third parties; provided that any such subcontracting arrangement will not relieve Word WandAI of any of our obligations hereunder. You and we acknowledge and agree that the relationship arising from the Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between you and us, and the parties are acting as independent contractors in making and performing the Agreement. The headings in the Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of the Agreement. Neither party may assign or transfer the Agreement without the other party’s prior written approval, except that Word WandAI may, upon written notice, assign this Agreement to an entity that acquires or is merged with us or that purchases all or substantially all of our assets. The Agreement sets forth the entire understanding between the parties relating to its subject matter and supersedes all prior oral and written understandings between the parties related thereto. Neither of the parties will be bound by any conditions, inducements or representations other than as expressly provided for in the Agreement. The Agreement will govern the relationship of the parties. Purchase orders provided by you including any additional or conflicting terms and conditions will be for administrative purposes only and will have no force or effect. In the event that any provision of the Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions will remain in full force and effect. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.

CONTACT

For more information or for help in answering any questions, please contact us at contact@wordwandai.com.