Waystone Software, Inc.
1. ACCEPTANCE OF TERMS AND SCOPE
1.1 Agreement to Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between you (whether an individual or entity) and Waystone Software, Inc., a Utah corporation (“Waystone,” “we,” “us,” or “our”) governing your access to and use of the Altitude Stack Platform, including the Pathfinder AI assistant, and all associated services (collectively, the “Services”).
1.2 Acceptance
By accessing or using the Services, or by clicking to accept or agree to these Terms when this option is made available to you, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
1.3 Authority to Accept
If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that: (a) you have the authority to bind that entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of that entity.
1.4 Scope of Services
These Terms govern your use of Waystone’s Altitude platform, a conversational marketing and practice management automation platform designed specifically for the wealth management industry. The Services include all features, functionalities, and user interfaces provided through the Altitude Stack Platform.
1.5 Eligibility
To use the Services, you must be at least 18 years of age and not barred from using the Services under applicable law. The Services are intended for use by financial advisors, wealth management professionals, and their associated team members (e.g., client service associates, paraplanners, administrative staff) and are not intended for consumer use. If you are entering into these Terms on behalf of an entity, these Terms also govern the use of the Services by your affiliates using the same email domain, provided such use is within the scope of your subscription. As a financial advisor or wealth management professional, you agree to maintain appropriate professional liability insurance coverage during your use of the Services.
1.6 Additional Terms
Your use of certain features or services may be subject to additional terms, policies, rules, or guidelines that we may post or provide to you from time to time (“Additional Terms”). All Additional Terms are incorporated by reference into these Terms. If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control for that conflict.
1.7 Modifications to Services
Waystone reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. You agree that Waystone will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
1.8 Compliance with Laws
You agree to comply with all applicable federal, state, and local laws, regulations, and rules regarding your use of the Services, including but not limited to those promulgated by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Commodity Futures Trading Commission (CFTC), state securities regulators, and other relevant financial regulatory bodies, as well as laws governing financial services, securities, privacy, data protection, and intellectual property.
2. DESCRIPTION OF SERVICES
2.1 The Altitude Stack Platform
Waystone provides the Altitude Stack Platform, a modular conversational marketing and practice management automation platform designed specifically for the wealth management industry. The platform includes various features, functionalities, and services that can be used independently or in combination, as described on our website, in documentation, or as otherwise made available to you.
2.2 Pathfinder AI Assistant
A core component of the Altitude platform is Pathfinder, our AI assistant, which transforms complex tasks into simple interactions. Pathfinder utilizes artificial intelligence technologies to assist financial advisors with services, including, but not limited to:
a) Assisting with notetaking and information updates; b) Scheduling tasks and meetings; c) Interacting with CRM systems through natural language; d) Identifying opportunities and assigning tasks; and e) Providing conversational interfaces for advisor-team interactions. Additional features may be added as the platform evolves.
2.3 Service Limitations and AI-Specific Disclaimers
The Services are provided for professional use by financial advisors and wealth management professionals and their team members. Pathfinder and other AI components of the Services are based on evolving artificial intelligence and machine learning technologies, which may produce outputs that are inaccurate, incomplete, or biased. Therefore, your use of these AI components is subject to the following critical limitations and disclaimers, specifically, the Services:
a) Do not provide financial, investment, legal, tax, or other professional advice, and should not be relied upon as a substitute for such advice; b) Are designed to assist, not replace, professional judgment and human decision-making; c) May not be suitable for all wealth management scenarios or client needs; d) Require continuous human oversight, review, and verification of all outputs before use or dissemination; e) Waystone does not warrant the accuracy, completeness, or reliability of any AI-generated content or recommendations; f) You are solely responsible for the content you generate, use, or disseminate through the Services, including ensuring its compliance with all applicable laws, regulations (e.g., FINRA, SEC), and professional standards; g) As stated in Section 5.3, Waystone may use Account Data in an aggregated and anonymized form to improve and train its AI models, provided that such use does not identify you or your clients; h) You retain ownership of your Account Data and any original content you input into the Services, but you acknowledge that AI-generated outputs may be derived from a combination of your input and Waystone’s proprietary AI models, and Waystone makes no claim of ownership over the specific factual information contained within AI outputs that originates from your Account Data; and i) You bear sole responsibility and liability for any decisions made, actions taken, or advice provided based on the outputs of the AI components, and for any regulatory non-compliance or harm arising from your use of AI-generated content.
2.4 Service Availability
Waystone will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:
a) Planned downtime (of which we will provide advance notice); b) Unavailability caused by circumstances beyond our reasonable control; c) Emergency maintenance; and d) Internet service provider failures or delays.
2.5 Support Services
Waystone will provide technical support services as described in our Support Policy, which may be updated from time to time. Waystone may also supplement these support services with AI-powered assistance or automated support tools. Support services may include:
a) Email and/or phone support during business hours; b) Documentation and knowledge base resources; c) Training materials and webinars; and d) Software updates and bug fixes.
2.5.1 AI-Assisted Support. Waystone may utilize AI-powered virtual agents to provide certain support services. These AI agents are designed to assist with common inquiries, troubleshooting, and platform guidance. By using the Services, you acknowledge and consent to interacting with AI-powered support systems. All interactions with our AI support agents may be recorded, stored, and used to improve our Services and support capabilities. You may request to be transferred to a human support representative at any time during an AI-assisted support interaction. Waystone remains responsible for all communications provided through our support systems, whether delivered by human representatives or AI-powered agents.
2.6 Third-Party Integrations
The Services may allow you to access, use, or integrate with third-party applications, services, or platforms. Your use of such third-party offerings is subject to separate terms between you and the third-party provider. Waystone does not warrant or support third-party offerings and is not responsible for their availability, reliability, or security.
2.7 Service Modifications
Waystone may modify the Services from time to time, including by adding, altering, or removing functionality or features. We will provide notice of material changes to the Services through our website, email, or within the Services themselves. Your continued use of the Services following such modifications constitutes your acceptance of the modified Services.
2.8 AI Training and Data Usage
2.8.1 Use of Account Data for AI Model Training. As further detailed in Section 5.3 (Customer’s Ownership), you grant Waystone a limited, non-exclusive license to use, reproduce, and process your Account Data solely to provide and maintain the Services, prevent or address technical or security issues, comply with legal obligations, and to improve and enhance the Services, including the training and fine-tuning of Waystone’s AI models.
2.8.2 Aggregation and Anonymization. If and when Account Data is used for the purpose of improving and training Waystone’s AI models, Waystone will ensure that such data is first aggregated and anonymized. This process involves combining your Account Data with data from other users and removing or altering any personally identifiable information (PII), names, and sensitive client data, such that the resulting dataset cannot reasonably be used to identify you or your clients. Waystone employs industry-standard practices for anonymization, encryption, access control, and auditing to ensure data protection and compliance.
2.8.3 Data Exclusions from Training. Waystone will not intentionally use any unanonymized or unaggregated Account Data for the purpose of training its AI models. Specifically, direct client communications, sensitive financial details, or any data that could directly identify an individual client will not be used in their original, identifiable form for AI model training.
2.8.4 Opt-Out Mechanism. Waystone understands that some users may prefer that their Account Data, even in aggregated and anonymized form, not be used for AI model training. If you wish to opt out of this data usage for AI training purposes, you may do so by contacting Waystone’s support team at support@waystonesoftwareinc.com. Please note that opting out may, in some limited circumstances, affect the personalized performance or future enhancements of certain AI-powered features for your Account.
2.8.5 Data Retention for Training. Account Data used for AI model training, once aggregated and anonymized, may be retained by Waystone for as long as necessary to continuously improve and refine its AI models and the Services, consistent with Waystone’s data retention policies and applicable laws.
2.8.6 Consistency with Privacy Policy. The use of Account Data for AI training purposes is conducted in strict accordance with Waystone’s Privacy Policy, which outlines Waystone’s broader data collection, use, and disclosure practices. Your continued use of the Services signifies your acknowledgment and agreement to these data practices.
2.10 API Usage
Waystone may provide application programming interfaces (APIs) as part of the Services. Your use of such APIs is subject to the following additional terms: a) You may only use the APIs for your internal business purposes in connection with your use of the Services; b) Waystone may set and enforce limits on your use of the APIs (e.g., limiting the number of API requests that you may make or the number of users you may serve); c) You may not use the APIs to enable any application that replicates or attempts to replace the essential user experience of the Services; d) You are solely responsible for the security of your API credentials and for all activities that occur under your API credentials; and e) Waystone reserves the right to modify, suspend, or discontinue the APIs at any time with or without notice.
2.11 Beta Features
Waystone may make certain features or functionality available on a beta, preview, or early access basis (“Beta Features”). Beta Features are provided “as is” without warranty of any kind and may be modified, suspended, or discontinued at any time without notice. Waystone makes no representations or warranties regarding the reliability, functionality, or availability of Beta Features. You acknowledge that your use of Beta Features is at your sole risk.
3. USER ACCOUNTS AND REGISTRATION
3.1 Account Creation
To access and use the Services, you must create an account with Waystone (“Account”). During the registration process, you will be required to provide accurate, current, and complete information as prompted by the registration form. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete.
3.2 Authorized Users
Your Account may have multiple Authorized Users, defined as individual employees or contractors authorized to access the Platform under your Account. You are responsible for:
a) Ensuring that each Authorized User complies with these Terms; b) Managing access and security credentials for all Authorized Users; c) Promptly deactivating access for any Authorized User who should no longer have access; and d) Ensuring the number of Authorized Users does not exceed the number permitted under your subscription.
3.3 Account Security
You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to:
a) Create strong, unique passwords for your Account; b) Implement appropriate access controls for Authorized Users; c) Immediately notify Waystone of any unauthorized use of your Account or any other breach of security; and d) Ensure that all Authorized Users log out at the end of each session.
Waystone will not be liable for any loss or damage arising from your failure to comply with these security obligations.
3.4 Account Restrictions
You may not:
a) Share Account credentials among multiple individuals; b) Create multiple Accounts to circumvent usage limitations; c) Sell, trade, or transfer your Account to another party without permission in writing from Waystone; d) Use the Account of another user without permission; or e) Access the Services through automated means, except as expressly permitted by Waystone.
3.5 Free Trials
Waystone may offer free trial access to the Services. You may access the Platform on a no-cost trial basis for up to 14 days solely for evaluation purposes. Only one trial is permitted per organization. During the free trial:
a) Certain features may be limited or unavailable; b) Waystone may terminate the trial at any time without notice; c) Any data entered during the trial may be permanently lost unless you purchase a subscription before the end of the trial period; and d) Waystone provides no warranties during the trial period.
3.6 Account Data
All data, content, and information input, uploaded, or collected through the Platform by or on behalf of you is considered “Account Data”. You retain all rights to your Account Data, subject to the licenses granted in these Terms. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Account Data.
3.7 Account Verification
Waystone reserves the right to verify your identity and credentials as a financial advisor or wealth management professional. You agree to provide any information reasonably requested by Waystone to verify your identity and professional status. Waystone may deny or restrict access to the Services if it cannot verify your identity or professional status to its satisfaction.
3.8 Account Termination
Waystone reserves the right to suspend or terminate your Account if:
a) You violate these Terms; b) You fail to pay any fees when due; c) You engage in fraudulent, deceptive, or illegal activities; d) You misrepresent your identity or professional credentials; e) You engage in conduct that, in Waystone’s reasonable discretion, is detrimental to Waystone’s business interests or reputation, provided that Waystone will give you reasonable notice of such termination; or f) As otherwise provided in these Terms.
Upon termination, all access to the Platform ends, and you must delete all Platform content and pay any outstanding fees.
4. ACCEPTABLE USE POLICY
4.1 Compliance with Laws
You agree to use the Services in compliance with all applicable laws, regulations, and rules, including but not limited to:
a) Securities laws and regulations; b) Financial industry regulations; c) Privacy and data protection laws; d) Anti-spam and electronic communications laws; and e) Intellectual property laws.
4.2 Prohibited Activities
You shall not, and shall not permit any Authorized User or third party to:
a) Use the Services to store, transmit, or process any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, or otherwise objectionable;
b) Use the Services to engage in any activity that interferes with or disrupts the Services or servers or networks connected to the Services;
c) Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;
d) Use the Services to store, transmit, or process any material that contains viruses, worms, trojan horses, or other harmful computer code;
e) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, tooling, system prompts, object code, or underlying structure of the Services;
f) Modify, copy, or create derivative works based on the Services or any part thereof;
g) Access the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services;
h) Use the Services to send unsolicited communications, promotions, or advertisements, or to spam, phish, or pharming;
i) Use the Services to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
j) Use the Services to infringe the intellectual property rights of others;
k) Use the Services to upload, transmit, or distribute any data or content that you do not have the legal right to use, copy, transmit, or display;
l) Use the Services to engage in any activity that could damage, disable, overburden, or impair the Services; or
m) Use the Services in violation of these Terms.
4.3 Automated Decision-Making
When using the AI-powered features of the Services, including Pathfinder:
a) You shall not rely solely on automated outputs for making financial or investment decisions;
b) You shall review and verify all AI-generated content before sharing it with clients or using it for business purposes;
c) You shall maintain appropriate human oversight of all automated processes; and
d) You shall not represent AI-generated content as human-created without appropriate disclosure.
4.4 Client Communications
When using the Services, including any AI-generated content, to communicate with your clients:
a) You shall ensure all communications, including those assisted by AI, comply with applicable financial regulations (e.g., FINRA Rule 2210, SEC marketing rules) and professional standards;
b) You shall not use the Services to make false, misleading, or unsubstantiated statements about financial products or services, regardless of whether such statements are AI-generated;
c) You shall maintain appropriate records of all client communications, including AI-assisted communications, as required by applicable regulations (e.g., SEC Rule 204-2, FINRA Rule 4511); and
d) You shall include all required disclosures and disclaimers in client communications, and explicitly disclose when content is AI-generated or AI-assisted if required by law or professional standards, or if such disclosure is necessary to prevent the communication from being misleading.
4.5 Monitoring and Enforcement
Waystone reserves the right, but has no obligation, to:
a) Monitor your use of the Services for compliance with these Terms;
b) Investigate any suspected violation of these Terms;
c) Remove, disable access to, or modify any content or resource that violates these Terms;
d) Report any activity that Waystone suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties; and
e) Terminate or suspend your access to the Services for violations of these Terms.
4.6 Reporting Violations
If you become aware of any violation of these Terms, you agree to immediately notify Waystone and provide reasonable assistance in investigating and remedying the violation.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Waystone’s Ownership
Waystone retains all right, title, and interest in and to the Platform, software, documentation, and related intellectual property. This includes, but is not limited to:
a) The Altitude platform and all associated software; b) The Pathfinder AI assistant and its algorithms, including but not limited to system prompts, tool calling mechanisms, AI personality configurations, and all related AI components; c) All documentation, training materials, and guides; d) All improvements, updates, modifications, or enhancements to the Services; e) All trademarks, service marks, logos, and brand elements; and f) All patents, copyrights, trade secrets, and other intellectual property rights related to the Services.
5.2 Limited License
Subject to your compliance with these Terms and payment of applicable fees, Waystone grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term. This license is solely for your internal business purposes as a financial advisor or wealth management professional.
5.3 Customer’s Ownership
You retain all rights to your Account Data. Waystone will use such data only as needed to provide the Services. You grant Waystone a limited, non-exclusive license to use, reproduce, and process your Account Data solely to:
a) Provide and maintain the Services; b) Prevent or address technical or security issues; c) Comply with legal obligations; and d) Improve and enhance the Services, including training and fine-tuning AI models, provided that any such use is in an aggregated and anonymized form that does not identify you or your clients.
5.4 Restrictions
You shall not, and shall not permit any Authorized User or third party to:
a) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Services; b) Modify, copy, or create derivative works based on the Services; c) Frame or mirror any content forming part of the Services; d) Access the Services to build a competitive product or service; e) Copy any features, functions, or graphics of the Services; f) Sell, resell, license, sublicense, distribute, rent, or lease the Services; g) Use the Services to store or transmit infringing or unlawful material; or h) Attempt to gain unauthorized access to the Services or related systems.
5.5 Feedback
If you provide Waystone with any suggestions, comments, or feedback regarding the Services (“Feedback”), you hereby assign to Waystone all rights, title, and interest in and to such Feedback. Waystone shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, without obligation or restriction of any kind.
5.6 Copyright Infringement
Waystone respects the intellectual property rights of others and expects users of the Services to do the same. If you believe that material available through the Services infringes your copyright, please notify Waystone at info@waystonesoftwareinc.com with:
a) A description of the copyrighted work you claim has been infringed; b) A description of where the allegedly infringing material is located; c) Your contact information; d) A statement that you have a good faith belief that the use is not authorized; and e) A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf.
5.7 Trademarks
The Waystone name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks or pending trademarks of Waystone or its affiliates. You may not use such marks without Waystone’s prior written permission. All other names, logos, product and service names, designs, and slogans appearing on the Services are the property of their respective owners.
6. DATA PRIVACY AND SECURITY
6.1 Privacy Policy
Your use of the Services is subject to Waystone’s Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy describes how Waystone collects, uses, and discloses information about you and your clients when you use the Services. By using the Services, you consent to the collection, use, and disclosure of information as described in the Privacy Policy.
6.2 Data Processing
When you use the Services to process personal information of your clients or other individuals:
a) You are the data controller and Waystone is the data processor with respect to such personal information;
b) You represent and warrant that you have obtained all necessary consents and provided all required notices to process such personal information through the Services;
c) You shall comply with all applicable privacy and data protection laws in your collection, use, and disclosure of such personal information; and
d) Waystone shall process such personal information only in accordance with your instructions and as necessary to provide the Services.
6.3 Security Measures
Waystone implements and maintains reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of your Account Data. These measures include:
a) Encryption of sensitive data in transit and at rest; b) Access controls and authentication mechanisms; c) Regular security assessments and penetration testing; d) Employee security training and background checks; and e) Physical security measures for data centers and facilities.
However, no security system is impenetrable, and Waystone cannot guarantee the absolute security of your Account Data.
6.4 Security Incident Response
“Security Incident” means any actual or reasonably suspected unauthorized access, use, disclosure, modification, or destruction of Account Data, or any actual or reasonably suspected breach of Waystone’s security measures that could compromise the confidentiality, integrity, or availability of Account Data. In the event of a Security Incident involving your Account Data, Waystone will notify you without undue delay and, where feasible, within seventy-two (72) hours of becoming aware of it. Waystone will provide you with timely information about the Security Incident as it becomes known and will cooperate with your reasonable requests for information regarding the incident. Waystone will take reasonable steps to mitigate the effects of the Security Incident and to minimize any damage resulting from it. You acknowledge that Waystone’s obligation to report or respond to a Security Incident under this section is not an acknowledgment of fault or liability on the part of Waystone.
6.5 Financial Industry Compliance
The Services include features designed to assist you in complying with certain financial industry regulations, but you remain responsible for:
a) Determining which laws and regulations apply to your business; b) Configuring and using the Services in a manner that complies with such laws and regulations; c) Maintaining appropriate records and documentation as required by applicable regulations; and d) Implementing appropriate policies, procedures, and controls beyond what the Services provide.
6.6 Data Retention and Deletion
Waystone will retain your Account Data for as long as your Account is active or as needed to provide the Services. Upon termination of your Account, Waystone will:
a) Retain your Account Data for a period of thirty (30) days, during which you may request a copy of such data; b) Delete or anonymize your Account Data after such period, except as required by law or as necessary for legitimate business purposes; and c) Securely dispose of any physical media containing your Account Data.
6.7 Subprocessors
Waystone may engage subprocessors to assist in providing the Services. Waystone will:
a) Enter into appropriate contracts with subprocessors that require them to protect your Account Data; b) Remain responsible for the acts and omissions of its subprocessors; and c) Upon request, provide you with a list of current subprocessors.
6.8 Cross-Border Data Transfers
If Waystone transfers your Account Data across national borders, it will do so in compliance with applicable data protection laws, including by implementing appropriate safeguards for such transfers.
6.9 Data Processing Agreement
6.9.1 Roles of the Parties. For the purposes of applicable data protection laws, you are the data controller and Waystone is the data processor with respect to any Account Data that constitutes personal data. This Data Processing Agreement (DPA) outlines the terms governing the processing of such personal data by Waystone on your behalf.
6.9.2 Scope of Processing. Waystone will process personal data only in accordance with your documented instructions, as set forth in these Terms, your use of the Services, and any other written agreement between the parties. The subject matter, duration, nature, and purpose of the processing, as well as the types of personal data and categories of data subjects, are described in these Terms and the Privacy Policy.
6.9.3 Data Processing Principles. Waystone will process personal data in compliance with applicable data protection laws and will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including measures to protect against unauthorized or unlawful processing and against accidental loss, destruction, or damage. Waystone will ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
6.9.4 Lawful Basis. You represent and warrant that you have established a lawful basis for the processing of all personal data you provide to Waystone through the Services, including obtaining all necessary consents and providing all required notices to data subjects, as required by applicable data protection laws.
6.9.5 Data Localization. Waystone stores and processes Account Data, including personal data, primarily within data centers located in the United States. For customers located outside the United States, Waystone may, at its discretion, offer data localization options to store and process data within specific geographic regions (e.g., EU, Canada, Australia) to comply with local data residency requirements. Such options, if available, will be specified in your order form or a separate data localization addendum. Regardless of the storage location, Waystone maintains consistent security and data protection standards globally.
6.9.6 Data Subject Rights. Waystone will, to the extent legally permitted, promptly notify you if it receives a request from a data subject to exercise their rights (e.g., access, rectification, erasure, restriction, data portability, objection) under applicable data protection laws. Waystone will provide reasonable assistance to you in responding to such requests, taking into account the nature of the processing and the information available to Waystone. You are responsible for fulfilling data subject requests.
6.9.7 International Data Transfers. If the processing of personal data involves transfers outside the European Economic Area (EEA), the United Kingdom, or Switzerland, Waystone will ensure that such transfers are made in compliance with applicable data protection laws. This may include relying on standard contractual clauses (SCCs), binding corporate rules (BCRs), or other approved transfer mechanisms, as applicable. Waystone will implement appropriate safeguards to protect personal data during international transfers.
6.10 Regulatory Examinations and Record Retention.
6.10.1 Regulatory Examinations. You acknowledge that your use of the Services may be subject to examination by regulatory authorities (SEC, FINRA, state securities regulators, and other self-regulatory organizations). You are solely responsible for ensuring your use of the Services complies with all applicable regulatory requirements.
6.10.2 Waystone’s Cooperation. If a regulator requests access to your Account Data, Waystone will reasonably cooperate with your requests to facilitate such access, provided that: a) you provide prior written notice unless prohibited by law; b) you are responsible for all associated costs, including reasonable fees for data retrieval and production; and c) Waystone will only provide access as legally required and will notify you of any disclosure when legally permissible.
6.10.3 Your Responsibilities. You are responsible for: a) understanding and complying with all applicable record retention requirements (e.g., SEC Rule 204-2, FINRA Rule 4511); b) properly configuring the Services to meet your regulatory obligations; and c) ensuring that your use of the Services aligns with your compliance policies and procedures.
6.11 Audit Rights.
Upon your reasonable written request, and no more than once per year, Waystone will make available to you information necessary to demonstrate compliance with the obligations laid down in this DPA. You agree that any audit or inspection rights you may have under applicable data protection laws will be satisfied by Waystone providing you with relevant certifications, audit reports (e.g., SOC 2 Type II), and other documentation demonstrating Waystone’s compliance with its data processing obligations. Any on-site audits will be subject to a separate agreement between the parties, at your expense, and will not unreasonably interfere with Waystone’s business operations.
7. CONFIDENTIALITY
7.1 Definition of Confidential Information.
“Confidential Information” means all non-public, proprietary, or confidential information, whether oral, written, electronic, or otherwise, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with these Terms, including, but not limited to: (a) technical information, such as software, algorithms, source code, object code, inventions (whether patentable or not), designs, processes, formulas, schematics, and research and development; (b) business information, such as product plans, customer lists, customer data, financial data, pricing information, business forecasts, sales and marketing plans, and business strategies; (c) information relating to employees, contractors, and partners; and (d) any other information that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information does not include Account Data, which is governed by Section 6.
7.2 Exclusions.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party, without restriction on use or disclosure, prior to its disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law, court order, or governmental regulation, provided that the Receiving Party provides prompt written notice to the Disclosing Party of such requirement (to the extent legally permissible) and cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy.
7.3 Obligations of Receiving Party.
The Receiving Party agrees to: (a) use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; (b) maintain the Disclosing Party’s Confidential Information in strict confidence and take all reasonable precautions to protect such information, using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (c) not disclose the Disclosing Party’s Confidential Information to any third party, except to its employees, contractors, and agents who have a need to know such information for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those contained herein; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of its Confidential Information.
7.4 Return or Destruction.
Upon termination or expiration of these Terms, or at any time upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, promptly return to the Disclosing Party or destroy all copies of the Disclosing Party’s Confidential Information in its possession or control, and certify in writing to the Disclosing Party that it has complied with this obligation.
7.5 Survival.
The obligations of confidentiality set forth in this Section 7 shall survive the termination or expiration of these Terms for a period of five (5) years, except for Confidential Information that constitutes a trade secret under applicable law, in which case such obligations shall survive indefinitely.
7.6 Equitable Relief.
The Receiving Party acknowledges that unauthorized disclosure or use of the Disclosing Party’s Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent any actual or threatened unauthorized disclosure or use of its Confidential Information.
8. PAYMENT TERMS AND BILLING
8.1 Fees
You agree to pay all fees specified in your order form or subscription plan (“Fees”). Fees are invoiced according to the subscription model chosen. Unless otherwise specified:
a) All Fees are quoted in U.S. dollars; b) Fees are based on Services purchased, and while certain features may include a base amount of usage (e.g., AI tokens), additional usage beyond that base may incur additional fees; c) Payment obligations are non-cancelable, and Fees paid are non-refundable; and d) The number of Authorized User subscriptions cannot be decreased during the relevant subscription term.
8.2 Payment Terms
Payment is due within the time stated on the invoice. Waystone accepts payment by credit card, ACH transfer, or other methods specified in the invoice. If you provide credit card information, you authorize Waystone to charge such credit card for all Services listed in the order form for the initial subscription term and any renewal subscription term.
8.3 Late Payment
If any invoiced amount is not received by Waystone by the due date, then without limiting Waystone’s rights or remedies:
a) Those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; b) Waystone may condition future subscription renewals and order forms on payment terms shorter than those specified in this section; c) Waystone may suspend your access to the Services until such amounts are paid in full; and d) You shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Waystone in collecting such delinquent amounts.
8.4 Taxes
Waystone’s Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases under these Terms. If Waystone has the legal obligation to pay or collect Taxes for which you are responsible, Waystone will invoice you and you will pay that amount unless you provide Waystone with a valid tax exemption certificate.
8.5 Subscription Renewal
Unless you notify Waystone at least thirty (30) days before the end of the current subscription term that you wish to cancel, your subscription will automatically renew for another term of the same duration. Fees for renewal terms may be adjusted, and Waystone will provide notice of any pricing changes within thirty (30) days of the end of the current term.
8.6 Suspension of Service
If your account is more than thirty (30) days overdue, in addition to any other rights and remedies (including the termination rights set forth herein), Waystone reserves the right to suspend your access to the Services without liability to you until such amounts are paid in full.
8.7 Future Functionality
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Waystone regarding future functionality or features.
8.8 Fee Disputes
You must notify Waystone in writing of any dispute or disagreement with invoiced charges within thirty (30) days after the date of invoice. Thereafter, you shall be deemed to have waived any right to dispute such charges.
8.9 Third-Party Payment Processing.
Waystone utilizes third-party payment processors (e.g., Stripe) for billing and payment processing. You acknowledge that Waystone is not liable for any failures, outages, or security breaches of such third-party payment processors. By using the Services, you agree that payment data will be shared with and processed by these third parties. You are solely responsible for your own PCI compliance obligations. Waystone reserves the right to change its payment processors at any time.
9. SERVICE LEVEL AGREEMENTS AND AVAILABILITY
9.1 Service Availability
Waystone will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, with a target uptime of 99.9% measured on a monthly basis, excluding:
a) Planned maintenance windows, which will be scheduled with at least 48 hours advance notice; b) Emergency maintenance, which Waystone will make reasonable efforts to notify you of in advance; c) Force majeure events beyond Waystone’s reasonable control; and d) Your or your Authorized Users’ acts or omissions, including non-compliance with these Terms.
9.2 Service Level Credits
If Waystone fails to meet the service availability target in any calendar month, and you have fulfilled all of your obligations under these Terms, you may be eligible for service credits as follows:
a) Monthly uptime between 99.0% and 99.9%: 5% of monthly subscription fee b) Monthly uptime between 95.0% and 98.9%: 10% of monthly subscription fee c) Monthly uptime below 95.0%: 20% of monthly subscription fee
To receive service credits, you must submit a claim within 30 days of the end of the affected month by emailing support@waystonesoftwareinc.com with the subject line ‘SLA Credit Request’ and including your account information and dates/times of the service unavailability. Waystone will review all properly submitted claims and issue approved credits within 60 days. Credits will be applied to future subscription fees and have no cash value.
9.3 Support Services
Waystone will provide technical support services during standard business hours (7:00 AM to 4:30 PM Mountain Time, Monday through Friday, excluding holidays) with the following target response times:
a) Critical issues (Services unavailable): 2 business hours b) High-priority issues (major functionality impaired): 4 business hours c) Medium-priority issues (limited functionality impaired): 8 business hours d) Low-priority issues (minor issues, questions): 16 business hours
Response times are targets only and not guarantees. Actual resolution times may vary based on the nature and complexity of the issue.
9.4 Maintenance Windows
Waystone will perform routine maintenance during scheduled maintenance windows, typically during low-usage periods. Waystone will provide at least 24 hours advance notice for scheduled maintenance that may impact service availability.
9.5 Disaster Recovery
Waystone maintains a disaster recovery plan designed to ensure service availability in the event of a disaster. This includes:
a) Regular backups of all customer data; b) Redundant infrastructure across multiple geographic locations; c) Automated failover capabilities; and d) Regular testing of disaster recovery procedures.
In the event of a disaster, Waystone will work to restore service availability as quickly as possible and will communicate status updates to affected customers.
9.6 System Monitoring
Waystone continuously monitors the Services for performance, availability, and security issues. This monitoring includes:
a) Automated alerts for system anomalies; b) 24/7 monitoring of critical infrastructure; c) Performance metrics tracking; and d) Security event monitoring.
9.7 Service Improvements
Waystone continuously works to improve the Services and may deploy updates, enhancements, and bug fixes without notice, provided such changes do not materially reduce the functionality of the Services. Significant changes to functionality will be communicated in advance through the Services or via email.
9.8 Exclusions
The service level commitments in this section do not apply to:
a) Issues resulting from your or your Authorized Users’ actions or omissions; b) Issues resulting from your equipment, software, or other technology; c) Force majeure events; or d) Free trial or beta services.
10. LIMITATION OF LIABILITY
10.1 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAYSTONE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WAYSTONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. WAYSTONE MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR SERVICES.
10.2 Specific Disclaimers for AI Services
WAYSTONE DOES NOT WARRANT THAT THE PATHFINDER AI ASSISTANT OR ANY OTHER AI-POWERED FEATURE WILL:
a) PRODUCE ACCURATE, COMPLETE, OR ERROR-FREE OUTPUTS; b) BE SUITABLE FOR ANY PARTICULAR PURPOSE OR USE CASE; c) COMPLY WITH ANY SPECIFIC REGULATORY REQUIREMENTS WITHOUT YOUR REVIEW AND VERIFICATION; OR d) MAKE APPROPRIATE FINANCIAL OR INVESTMENT RECOMMENDATIONS.
YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT REQUIRES HUMAN REVIEW AND VERIFICATION BEFORE USE IN A PROFESSIONAL CONTEXT.
10.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WAYSTONE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: a) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES); b) ANY DAMAGES RELATED TO UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR ACCOUNT DATA; c) ANY DAMAGES RELATED TO THE ACCURACY, RELIABILITY, OR PERFORMANCE OF AI-GENERATED CONTENT; d) ANY DAMAGES RELATED TO YOUR RELIANCE ON THE SERVICES FOR COMPLIANCE WITH FINANCIAL REGULATIONS; OR e) ANY OTHER DAMAGES WHATSOEVER, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WAYSTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.4 Cap on Liability
IN NO EVENT SHALL WAYSTONE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU TO WAYSTONE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
10.5 Exclusions
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, WAYSTONE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10.6 Essential Purpose
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WAYSTONE AND YOU. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.7 Risk Allocation
You acknowledge that the fees charged by Waystone reflect the allocation of risk set forth in these Terms and that Waystone would not enter into these Terms without these limitations on its liability.
11. INDEMNIFICATION
11.1 Indemnification by Waystone
Waystone will defend, indemnify, and hold you harmless from and against any third-party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under these Terms infringes or misappropriates a third party’s intellectual property rights. This indemnification obligation does not apply to the extent that the alleged infringement arises from:
a) Your use of the Services in violation of these Terms; b) Your use of the Services after Waystone has notified you to discontinue such use; c) Your modification of the Services; d) Your combination of the Services with third-party products, services, or content; or e) Account Data or other content you provide through the Services.
11.2 Indemnification by You
You will defend, indemnify, and hold Waystone harmless from and against any third-party claims, actions, suits, proceedings, and demands arising from or related to:
a) Your or your Authorized Users’ use of the Services in violation of these Terms or applicable law; b) Your Account Data, including any claim that your Account Data infringes or misappropriates a third party’s intellectual property rights or violates applicable law; c) Your breach of any representations, warranties, or obligations under these Terms; d) Any advice, recommendations, or services you provide to your clients based on or using the Services; or e) Any dispute between you and your clients or any third party with whom you interact through the Services.
11.3 Indemnification Procedure
The indemnifying party’s obligations under this section are conditioned upon the indemnified party:
a) Promptly notifying the indemnifying party in writing of the claim; b) Giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability); and c) Providing the indemnifying party, at the indemnifying party’s cost, all reasonable assistance in connection with the claim.
11.4 Exclusive Remedy
This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
11.5 Mitigation of Infringement Claims
If your use of the Services is, or in Waystone’s opinion is likely to be, enjoined as a result of an infringement claim, Waystone may, at its sole option and expense:
a) Procure for you the right to continue using the Services; b) Replace or modify the Services so that they become non-infringing while maintaining substantially equivalent functionality; or c) If options (a) and (b) are not commercially reasonable, terminate your access to the Services and refund any prepaid fees for the remainder of the subscription term.
11.6 Professional Liability
You acknowledge that the Services are not a substitute for professional judgment. You remain solely responsible for:
a) Any financial, investment, legal, or other professional advice you provide to your clients; b) Ensuring that any use of the Services in your professional practice complies with applicable laws, regulations, and professional standards; and c) Maintaining appropriate professional liability insurance coverage for your business activities.
12. TERMINATION AND SUSPENSION
12.1 Term
This Agreement begins on the date you accept these Terms or first access the Services, whichever is earlier, and continues until terminated as provided herein. For paid subscriptions, the initial term is one (1) year from the subscription start date, and the Agreement automatically renews for successive one-year terms unless either party provides notice of non-renewal at least thirty (30) days before the end of the current term.
12.2 Termination by You
You may terminate this Agreement:
a) At any time during a free trial by discontinuing use of the Services; b) For paid subscriptions, by providing Waystone with written notice of non-renewal at least thirty (30) days before the end of the current subscription term; or c) If Waystone fails to provide access to the Services for thirty (30) consecutive days, by providing Waystone with written notice and allowing thirty (30) days to cure such failure.
12.3 Termination by Waystone
Waystone may terminate this Agreement:
a) If you fail to pay any amount due under this Agreement within ten (10) days after written demand for payment; b) If you breach any material provision of this Agreement and fail to cure such breach within ten (10) business days after receipt of written notice; c) Immediately if you violate the Acceptable Use Policy; d) Immediately if you become the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors, or similar proceeding; or e) For free trials, at any time without notice.
12.4 Suspension of Services
Waystone may suspend your access to the Services:
a) For non-payment of Fees that are more than thirty (30) days past due; b) If Waystone reasonably believes that your use of the Services poses a security risk, could adversely impact the Services or other customers, or could subject Waystone to liability; c) If required by law or legal process; or d) If you violate the Acceptable Use Policy.
Waystone will provide notice of suspension when reasonably practicable and will restore access once the issue causing the suspension has been resolved.
12.5 Effect of Termination
Upon termination or expiration of this Agreement:
a) All licenses and rights to use the Services will immediately terminate; b) You must cease all use of the Services; c) You must pay all outstanding Fees due through the effective date of termination; d) You must delete all copies of the Services and any documentation in your possession or control; and e) Each party will return or destroy all Confidential Information of the other party in its possession or control.
12.6 Transition Assistance
Upon termination or expiration of this Agreement, Waystone will provide transition assistance for a period of thirty (30) business days to facilitate the orderly transition of your Account Data. Such assistance may include:
a) Providing a copy of your Account Data in a standard format; b) Assisting with the migration of your Account Data to another platform; and c) Answering reasonable questions regarding the transition.
Waystone may charge its then-current rates for any transition assistance provided beyond the thirty (30) business day period.
12.7 Survival
The following provisions will survive termination or expiration of this Agreement: Payment Terms and Billing, Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Dispute Resolution and Governing Law, and any other provision that, by its nature, would reasonably be expected to survive termination or expiration.
13. DISPUTE RESOLUTION AND GOVERNING LAW
13.1 Governing Law
These Terms, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to these Terms or the Services, or the negotiation, execution, or performance of these Terms, shall be governed by, and enforced in accordance with, the internal laws of the State of Utah, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction.
13.2 Informal Dispute Resolution
Before filing a claim against Waystone, you agree to attempt to resolve the dispute informally by contacting Waystone at legal@waystonesoftwareinc.com. Waystone will attempt to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, either party may proceed with formal dispute resolution.
13.3 Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, shall be referred to and finally determined by arbitration in accordance with the following provisions:
a) The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules;
b) The arbitration shall be conducted by a single arbitrator with experience in software-as-a-service agreements;
c) The place of arbitration shall be Salt Lake City, Utah;
d) The language of the arbitration shall be English;
e) The arbitrator shall have the power to grant any remedy or relief that the arbitrator deems just and equitable, including injunctive relief; and
f) Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
13.4 Class Action Waiver
YOU AND WAYSTONE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Waystone agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
13.5 Injunctive Relief
Notwithstanding the foregoing, either party may seek emergency injunctive relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm.
13.6 Time Limitation
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
13.7 Severability
If any provision of this Dispute Resolution and Governing Law section is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect. The foregoing shall not apply to the class action waiver provision; if the class action waiver is found to be unenforceable, the entire Dispute Resolution and Governing Law section shall be null and void and any dispute shall be decided by a court.
14. MODIFICATIONS TO TERMS
14.1 Right to Modify
Waystone reserves the right to modify these Terms at any time in its sole discretion. Waystone may update this Agreement with 30 days’ notice. Modifications may include, but are not limited to:
a) Changes to the features or functionality of the Services; b) Updates to reflect changes in laws or regulatory requirements; c) Changes to payment terms or fee structures; or d) Updates to address security or privacy concerns.
14.2 Notice of Modifications
Waystone will provide notice of material modifications to these Terms by:
a) Posting the updated Terms on the Waystone website; b) Sending an email to the email address associated with your Account; c) Providing a notification within the Services; or d) By other reasonable means.
14.3 Effective Date of Modifications
Modifications will become effective upon the earlier of:
a) The date specified in the notice; or b) Thirty (30) days after Waystone provides notice of the modifications.
14.4 Acceptance of Modified Terms
Your continued use of the Services after the effective date of any modifications to these Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and terminate your Account before the effective date of the modifications.
14.5 Material Changes
If Waystone makes material changes to these Terms that significantly reduce your rights or increase your obligations, Waystone will provide at least thirty (30) days’ advance notice before such changes take effect. During this period, you may continue to use the Services under the previous version of the Terms.
14.6 Special Provisions for Fixed-Term Subscriptions
If you have purchased a fixed-term subscription, material changes to these Terms will not take effect for your Account until the start of your next subscription renewal term, unless the changes are required by law or address security concerns. If you renew your subscription after receiving notice of modified Terms, such renewal constitutes acceptance of the modified Terms.
14.7 Archive of Previous Versions
Waystone will maintain an archive of previous versions of these Terms, which will be made available upon request.
15. GENERAL PROVISIONS
15.1 Entire Agreement
These Terms, together with any order forms, addenda, or other agreements expressly incorporated by reference, constitute the entire agreement between you and Waystone regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of these Terms.
15.2 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without Waystone’s prior written consent. Any attempted assignment in violation of this section shall be void. Waystone may assign these Terms in whole or in part, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
15.3 Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.
15.4 Third-Party Beneficiaries
There are no third-party beneficiaries to these Terms. Your clients and customers are not third-party beneficiaries to these Terms and have no rights to access or use the Services directly under these Terms.
15.5 Waiver
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver under these Terms shall be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
15.6 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
15.7 Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms (except for payment obligations) due to causes beyond that party’s reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or the unavailability or modification by third parties of telecommunications or computing infrastructure.
15.8 Export Compliance
The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You shall not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction.
15.9 Anti-Corruption
You agree that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Waystone employee or agent in connection with these Terms. If you learn of any violation of the above restriction, you will promptly notify Waystone.
15.10 Notices
All notices under these Terms shall be in writing and shall be deemed to have been given upon:
a) Personal delivery; b) The second business day after mailing; c) The second business day after sending by confirmed facsimile; or d) The first business day after sending by email.
Notices to Waystone shall be addressed to:
Waystone Software, Inc.
10610 S Jordan Gateway, Suite 300.,
South Jordan, UT 84095
Attention: Legal Department
Email: legal@waystonesoftwareinc.com
15.11 Interpretation
The headings in these Terms do not affect their interpretation. The use of “including” and similar words means “including without limitation.” The words “shall” and “will” are used interchangeably and both indicate mandatory requirements. The word “or” means “and/or” unless the context clearly dictates otherwise.
15.12 Survival
Provisions that by their nature should survive termination of these Terms shall survive, including, but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification, limitations of liability, and dispute resolution provisions.
