Terms Of Use

Terms Of Use

Date of Last Revision: December 17, 2014

 

PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY WAYLAY (“WAYLAY”, “WE”, “US”, “OUR”). BY VISITING THE WEBSITE OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF WAYLAY’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

1.DESCRIPTION OF THE SERVICES

The services provided by waylay consist of tools to design, debug, deploy and maintain sensors, actuators and logic (the “Services“). The Services enable you as a customer to make use of sensors and actuators delivered by waylay, to create and use your own sensors and actuators, create logical templates using waylay’s editor, deploy these templates as tasks, to monitor these tasks and to manage all of these over a waylay application programming interface (API).

2.ACCESS TO THE SERVICES

The Services, together with the www.waylay.io website and domain name and any other linked pages, features, content, or application services offered from time to time by waylay (collectively, the “Website“), are owned and operated by waylay. Subject to the terms and conditions of this Agreement, waylay hereby grants you a non-exclusive license, with no right to sublicense, to make use of the aforementioned waylay Services.  waylay may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or waylay Content (as defined below). waylay may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

waylay reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

You represent and warrant to waylay that: (i) you are of legal age to form a binding contract, and you are at least 13 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

3. WAYLAY CONTENT

The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software, FAQs, graphics, articles, photographs, images, illustrations (also known as the “waylay Content“) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any waylay Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any waylay Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

You may download or copy items displayed on the Website or Services for download, provided that you maintain all copyright and other notices contained in such waylay Content.

4.YOUR CONTENT

The content, materials or information (including without limitation information relating to your end user customers) that you provide to waylay in connection with the Services (collectively, “Your Content“) remains your ownership at all times. Only when you explicitly share Your Content with other users of the Services, waylay is and shall be granted a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with waylay’s provision of the Services. For clarity, the foregoing license grant to waylay does not affect your ownership of or right to grant additional licenses to the material in Your Content.

You also acknowledge and agree that waylay may use Your Content internally for improving the Services, and on an anonymized and aggregate basis for the purposes of marketing and improving the Services. However, waylay will only share your personally identifiable information in accordance with waylay’s  Privacy Policy in effect from time to time. waylay will never contact your customers or clients.

5.YOUR WARRANTY

If you provide any personally identifiable information, including personally identifiable information relating to your end user customers, to waylay, you represent and warrant that (i) you will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information and (ii) you have made all required notifications and obtained all required consents and authorizations from your website visitors, client contacts and end user customers relating to the disclosure of personally identifiable information to a third party service provider like waylay.

You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of waylay, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. waylay reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if waylay is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

6.RESTRICTIONS

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

You acknowledge that all waylay Content and Your Content (together, “Content“) accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will waylay be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not waylay, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services.

7.WARRANTY DISCLAIMER

You acknowledge that waylay has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release waylay from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. waylay makes no representations concerning any content contained in or accessed through the Services, and waylay will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. waylay makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WAYLAY OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8.PRIVACY POLICY

For information regarding waylay’s treatment of personally identifiable information, please review waylay’s current Privacy Policy at waylay Privacy Policy, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by waylay’s Privacy Policy.

9.REGISTRATION AND SECURITY

waylay reserves the right to refuse registration of or cancel a User ID in its discretion. Upon registration for the Services, you will provide waylay  with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify waylay of any suspected or actual unauthorized use of your account. You agree that waylay will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.

10.INDEMNITY

You will indemnify and hold waylay, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

11.LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT WAYLAY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, THE SERVICES OR THE WEBSITE AND SERVICES CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA., LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF WAYLAY  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE.

12.FEES AND PAYMENT

waylay reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. waylay reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.

13.THIRD PARTY WEBSITES

The Website and Services may contain links to third-party websites and services (“Third Party Websites”)  that are not owned, controlled or operated by waylay, and you agree that waylay provides links to such websites solely as a convenience and has no responsibility for the content or availability of such websites, and that waylay does not endorse such websites or any products or services associated therewith. Your use of such Third Party Websites will be subject to the terms of use applicable to each such website.

14.TERMINATION

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. waylay may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. waylay may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

15.MISCELLANEOUS

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with waylay’s prior written consent. waylay may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind waylay in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

16.ARBITRATION, GOVERNING LAW

This Agreement shall be governed by and construed in accordance with Belgian law, without regard to conflicts of law principles that would require the application of any other law. Any action or proceeding arising out of or in relation to this Agreement shall be brought in the courts of Ghent, Belgium. Each of the parties irrevocably submits to the exclusive jurisdiction of such court(s) in any such action or proceeding and waives any objection it may now or hereafter have to venue or convenience of forum.

17.CONTACT

If you have any questions, complaints, or claims with respect to the Services, you may contact us at legal@waylay.io.

Spend time with a Waylay expert
Please complete this form and we will contact you shortly

You must enter your name.

You must enter your business email.

You must enter your company name.

You must enter your phone number.

Close
Close