Terms of Service
These Terms of Service ("Terms") govern your access to and use of the services, including any and all websites, SMS, APIs, email notifications, applications, buttons, and widgets associated with Wayups, (the "Services" or “Wayups”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as "Content"). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you are agreeing to being bound by these Terms described herein.
You are responsible for using the Services, any Content that you post to the Services, and for any consequences thereof. The Content you submit, post, or display will be able to be viewed by other users via 3rd-party services and websites. Remember to only provide Content that you are comfortable sharing with others.
You may use the Wayups Services only if you can form a binding contract with Wayups, and are not a person barred from receiving services under the laws of the US, New York City, or other applicable jurisdiction. If you accept these Terms and use the Services on the behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. Furthermore, you may utilize these Services only in compliance with these Terms and any applicable local, state, national, and international laws, rules and regulations.
Wayups Services are continually evolving. The form and nature of the Service may change without prior notice, as well. Additionally, Wayups may stop (permanently or temporarily) providing Services (or particular features within the Services) to you or to users overall—with or without prior notice. Wayups also retains the right to create limits on use and storage at our sole discretion at any time without prior notice.
Services may include advertisements, which can be targeted to the content or information on the Services, queries made through the Services, or other information. Types, and extent, of advertising by Wayups are subject to change. In return for Wayups granting you access to and use of the Services, you agree that Wayups and 3rd-party partners may place advertising on the Services / Content whether submitted by you or other users.
You must safeguard the password that you use to access the Services and for any activities / actions carried out with your password. Wayups encourages members to use “strong” passwords (containing a combination of upper and lower case letters, numbers and symbols) with your account. Wayups cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
4. Content on the Services
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content posted via the Services or obtained by you through the Services is done so at your own risk.
We do not endorse, support, represent or guarantee the truthfulness, accuracy, completeness or reliability of any Content or communications posted via the Services or endorse any opinions expressed therein. You understand that by using the Services, you may be exposed to Content that may be offensive, harmful, inaccurate or otherwise inappropriate. In some cases, postings may be mislabeled or are otherwise deceptive. Under no circumstances is Wayups liable in any way for any Content—including but not limited to—errors or emissions, any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
5. Your Rights
You retain your rights to any Content you submit, post or display via the Services. By submitting, posting or displaying Content via the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods—both known now, or later developed.
You agree that this license includes the right for Wayups to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with Wayups for syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for Content use.
Additional uses by Wayups, or other companies, institutions, organizations or individuals who partner with Wayups may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or make available through the Services.
We may modify or adapt your Content to transmit, display or distribute it over computer networks and in various media. We may make changes to your Content as necessary to conform and adapt to any requirements or limitations of any networks, devices, services or media.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and Wayups’ 3rd-party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. Wayups cannot be responsible or liable for any use of your Content by Wayups. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted by you.
6. Your License to Use the Services
Wayups gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Wayups as part of these Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Wayups, as permitted by these terms.
7. Wayups’ Rights
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain exclusive property of Wayups. The Services are protected by copyright, trademark, and other laws of both the US and foreign countries. Nothing in the Terms gives you a right to use the Wayups name or any trademark, logo, domain name, or other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Wayups or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without obligation to you.
8. Restrictions on Content & Use of the Services
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to a) satisfy any applicable law, regulation, legal process or governmental request, b) enforce the Terms, including investigation of potential violations, c) detect, prevent, or otherwise address fraud, security or technical issues, d) respond to user support requests, or e) protect the rights, property or safety of Wayups, its users and the public.
You may not do any of the following while using the Services: a) access, tamper with, or use nonpublic areas of the Services, Wayups’ computer systems, or the delivery systems of Wayups’ providers; b) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; c) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Wayups—and only pursuant to those terms and conditions—unless you have been specifically allowed to do so in a separate agreement with Wayups; d) forge any TCP / IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; e) interfere with, or disrupt, (or attempt to disrupt), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content as to interfere with or create an undue burden on the Services.
9. Copyright Policy
We respect the intellectual property rights of all, and we expect our users to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a manner that constitutes copyright infringement, please provide us with the following information: a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; b) identification of the copyrighted work claimed to have been infringed; c) 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 a location for the material; d) your contact information (address, telephone number, email address) 5) a statement by you 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; 6) 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 copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. Occasionally, Wayups will also terminate a user’s account if the user is determined to be a repeat infringer.
10. Ending these Terms
These Terms will continue to apply until terminated by you ,the user, or Wayups: You may end your legal agreement with Wayups at any time, for any reason, by deactivating your account and discontinuing your use of the Services. If you stop using the Services without deactivating your account, your account may be deactivated due to prolonged inactivity.
Wayups may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason if we believe a) you have violated these Terms; b) you create risk or possible legal exposure; c) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account. In all cases, the Terms shall terminate, including, without limitation, your license to use the Services. However, the following sections shall continue to apply: 4, 5, 7, 8, 10, 11, and 12.
Nothing here shall affect Wayups’ rights to change, limit or stop the provision of the Services without prior notice, as provided above in Section 1.
11. Disclaimers & Limitations of Liability
Please read this section carefully, it is important. This section limits the liability of Wayups, and its subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Wayups Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions may not allow the disclaimer of implied warranties or the limitation of liability in contracts—thus, the contents of this section may not apply to you. Nothing in this section is intended to restrict or otherwise limit any rights you may have which may not be lawfully limited.
A. All Services Available “as-is”
Please note: your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you "AS IS" and "AS AVAILABLE." Without limiting the foregoing, to the maximum extent permitted under applicable law, THE WAYUPS ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Wayups Entities make no warranty and disclaim all responsibility and liability for: a) the completeness, accuracy, availability, timeliness, security or reliability of Services or Content; b) any harm to your computer system, loss of data, or other harm resulting from your access to or use of the Services or Content; c) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; 4) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Furthermore, no advice or information, whether oral or written, obtained from the Wayups Entities or via the Services shall create any warranty not expressly made herein.
These Services may contain links to 3rd-party websites. You acknowledge and agree that the Wayups Entities are not responsible or liable for: a) the availability or accuracy of such websites or resources; b) the content, products, or services on or available from such websites or resources. These Links do not imply any endorsement by the Wayups Entities of such websites or resources or the available content, products, or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW—FEDERAL, NEW YORK STATE AND/OR NEW YORK CITY—THE WAYUPS ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER DIRECT OR INDIRECT, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; b) ANY CONDUCT OR CONTENT OF ANY 3rd-PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; 3) ANY CONTENT OBTAINED FROM THE SERVICES; 4) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE TWITTER ENTITIES EXCEED THE GREATER OF ONE HUNDRED US DOLLARS ($100.00 USD) OR THE AMOUNT YOU PAID WAYUPS, IF ANY, IN THE PAST YEAR, FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE WAYUPS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. General Terms
A. Waiver and Severability
Wayups’ failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary. Any remaining provisions of these Terms will remain in full force and effect.
B. Controlling Law & Jurisdiction
These Terms and any action related thereto will be governed by the laws of the City of New York, without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in New York County, New York, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If you are a federal, state, or local government entity in the US utilizing the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such US federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).
C. Entire Agreement
We may occasionally revise these Terms without further notice. If the revision, in our sole discretion, is material we will notify you via email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Services are operated and provided by Wayups, Inc., 80 Bennett Avenue Suite # 4H, New York, NY 10033. If you have any questions about these Terms, please email us.
Effective: May 22, 2012