OVERVIEW

Welcome to Waga! These Terms are entered into between you and Greyer LLC, which owns and operates the Waga brand (referred to as “Waga,” “we,” “us,” or “our”). Waga provides: (1) this store and website; (2) the Waga smart cap and any other products offered for sale through the store or website; (3) our companion mobile application and Aliya voice assistant; and (4) the information, content, features, tools and services made available through any of the foregoing (the “Services”). Our online store is powered by Shopify.

These terms and conditions, together with any policies referenced herein (these “Terms of Service” or “Terms”) govern your access to and use of the Services.

Please read these Terms of Service carefully, as they include important information about your legal rights and cover areas such as warranty disclaimers and limitations of liability.

By clicking “I agree” or a similar acceptance mechanism, or otherwise affirmatively accepting these Terms in connection with a reservation, purchase, or account creation, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these Terms of Service or Privacy Policy, you should not use or access the Services.

PLEASE READ SECTION 22 CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, SECTION 22 REQUIRES YOU AND WAGA TO RESOLVE MOST DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT BEFORE A JUDGE OR JURY. SECTIONS 22 AND 23 ALSO INCLUDE A WAIVER OF CLASS-ACTION RIGHTS AND A WAIVER OF THE RIGHT TO A JURY TRIAL.

1. ACCESS AND ACCOUNT

By agreeing to these Terms of Service, you represent that you (1) are at least 18 years of age; (2) are capable of forming a binding contract with us; (3) will comply with these Terms and any other rules and requirements made available to you in connection with the Services; and (4) have read the Privacy Policy. The Services are not intended for, and may not be accessed or used by, anyone under 18 years of age. You may not permit anyone under 18 years of age to access or use the Services through your account or on your behalf.

To use the Services, including accessing or browsing our online store or purchasing any of the products or services we offer, you may be asked to provide certain information, such as your email address, billing, payment, and shipping information. You represent and warrant that you have all rights necessary to provide this information. You also agree to provide accurate, current and complete information and to keep such information accurate, current and complete. We reserve the right to suspend or terminate accounts that contain false, outdated, or incomplete information, or for any other reason at our sole discretion.

You are solely responsible for maintaining the security of your account credentials and for all of your account activity. You must promptly notify us at support@wagacap.com if you know or suspect that your account credentials have been lost, stolen, or compromised or that your account has been accessed without authorization. You may not transfer, sell, assign, or license your account to any other person.

2. ACKNOWLEDGEMENTS

You acknowledge and agree to the following: 

1. Product Appearance May Vary. We have made every effort to provide an accurate representation of our products and services in our online stores. However, please note that colors and other aspects of product appearance may differ from how they appear on your screen due to the type of device you use to access the store and your device settings and configuration.

Except as expressly provided in our Return Policy or Limited Warranty, we do not warrant that the appearance or quality of any products or services purchased by you will meet your expectations or be the same as depicted or rendered in our online stores.

All descriptions of products are subject to change at any time without notice at our sole discretion.

2. Product Functionality. Some products may include electronic components, batteries, companion software, or other connected features. Product functionality may depend on Bluetooth or internet connectivity, the availability and operation of third-party services, proper setup, compatible devices, software updates, or other factors described in the applicable product documentation. You are responsible for using compatible devices and installing updates made available to you. Failure to install an update may affect the availability, functionality, or security of the Services.

3. Access and Availability. We may temporarily suspend or terminate your or any third party’s access to the Services, to prevent illegal or fraudulent activity, to comply with a request from any law enforcement agency or governmental authority, or if you violate these Terms or the Privacy Policy. We reserve the right to discontinue any product at any time and may limit the quantities of any products that we offer to any person, geographic region or jurisdiction, on a case-by-case basis.

The Services may be inaccessible or inoperable for any reason whatsoever, including: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that we may undertake from time to time without notice to you; or (iii) causes which are beyond the control of Waga or which are not reasonably foreseeable. Notwithstanding the foregoing, these Terms do not entitle you to any guaranteed level, availability, or turnaround time of support services for the Services. You are responsible for maintaining independent copies of any recordings, transcripts, or other content that you wish to retain. We shall have no responsibility for any data loss or other damage or loss suffered in connection with your use of the Services, including your failure to maintain adequate security or backup devices or services.

4. Changes to Services. We may change or discontinue, temporarily or permanently, any feature, component, or content of the Services at any time without notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature, component, or content of the Services. We reserve the right to determine the timing and content of updates, which may be automatically downloaded and installed without prior notice to you.

5. Your purchases are for your own personal or household use and not for commercial resale or export.

6. Recording Features. The Services may allow you to record, transcribe, summarize, or otherwise process audio that includes the voices or statements of other individuals. By activating the recording functionality, you represent and warrant that you have the right to record the applicable communication and will provide all notices and obtain all consents required by applicable law from each person being recorded. You may not use the Services to record or monitor any person where prohibited by applicable law.

7. AI-Generated Outputs. Transcripts, summaries, notes, tasks, speaker labels, drafts, recommendations, and other outputs generated by Aliya or otherwise through the Services may be inaccurate, incomplete, or misleading. You are responsible for reviewing and verifying all outputs before using or relying on them. You should not rely on any output as the sole basis for a decision where an error could result in harm.

3. ORDERS

When you place an order, you are making an offer to purchase. Waga reserves the right to accept or decline your order for any reason at its discretion. Your order is not accepted until Waga confirms acceptance. We must receive and process your payment before your order is accepted. Please review your order carefully before submitting, as Waga may be unable to accommodate cancellation requests after an order is accepted. If we decline, change, or cancel an order, we will attempt to notify you by contacting the email address, billing address, or phone number provided when the order was placed.

Certain products may be offered for pre-order. Estimated shipping dates are provided for informational purposes only and may change due to manufacturing, logistics, supply chain conditions, or other circumstances beyond our control. Please refer to our Cancellation Policy for additional terms governing pre-order purchases.

Your purchases are subject to return or exchange solely in accordance with our Return Policy.

4. PRICES AND BILLING

Prices, discounts and promotions are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Unless otherwise expressly stated, posted prices do not include taxes, shipping, handling, customs or import charges.

Prices posted in our online stores may be different from prices offered in physical stores or in online or other stores operated by third parties. We may offer, from time to time, promotions on the Services that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

You represent and warrant that (i) the credit card information you provide is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any.

5. SHIPPING AND DELIVERY

We are not liable for shipping and delivery delays. All delivery times are estimates only and are not guaranteed. We are not responsible for delays caused by shipping carriers, customs processing, or events outside our control. Once we transfer products to the carrier, title and risk of loss pass to you.

6. INTELLECTUAL PROPERTY

Our Services, including but not limited to all trademarks, brands, text, displays, images, graphics, product reviews, video, audio, software, firmware, mobile applications, algorithms, models, technology, documentation, and the design, selection, and arrangement thereof, are owned by Waga, its affiliates or licensors and are protected by U.S. and foreign patent, copyright and other intellectual property laws.

These Terms permit you to use the Services for your personal, non-commercial use only. Subject to your compliance with these Terms, Waga grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services solely for their intended purposes. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Services without our prior written consent. Except as expressly provided herein, nothing in these Terms grants or shall be construed as granting a license or other rights to you under any patent, trademark, copyright, or other intellectual property of Waga, Shopify or any third party. Unauthorized use of the Services may be a violation of federal and state intellectual property laws. All rights not expressly granted herein are reserved by Waga.

Waga’s names, logos, product and service names, including Aliya, designs, and slogans are trademarks of Waga or its affiliates or licensors. You must not use such trademarks without the prior written permission of Waga. Shopify’s name, logo, product and service names, designs and slogans are trademarks of Shopify. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

The Services may allow you to provide or record audio, text, prompts, and other content through your use of the Services, excluding Feedback (collectively, “User Materials”), and may generate transcripts, summaries, notes, and other results through Aliya or otherwise based on User Materials (collectively, “Outputs”). As between you and Waga, you retain your rights in User Materials and, to the extent permitted by applicable law, Outputs generated for you. Outputs may not be unique, and you acquire no rights in the Services or the models, software, or technology used to generate them.

You hereby grant Waga, its affiliates, and service providers a worldwide, non-exclusive, royalty-free, sublicensable license to host, process, reproduce, modify, transmit, and otherwise use User Materials and Outputs to provide, operate, secure, improve, and develop the Services, including to train and improve artificial intelligence and machine learning models, as described in our Privacy Policy. You represent and warrant that you have all rights and consents necessary to provide the User Materials and grant these rights.

Waga may create deidentified or aggregated data from User Materials, Outputs, and use of the Services that does not identify you or any individual (“Service Data”). As between you and Waga, Waga owns Service Data and may use it for any lawful purpose.

7. THIRD-PARTY TOOLS

You may be provided with access to tools, integrations, software, or services offered by third parties in connection with the Services (collectively, “Third-Party Tools”), which we do not monitor and over which we have no control or input.

You acknowledge and agree that we provide access to such Third-Party Tools “as is” and “as available” without any warranties, reps or conditions of any kind and without any endorsement. We do not control and are not responsible for the operation, availability, accuracy, security, content, or practices of any Third-Party Tool. We shall have no liability whatsoever arising from or relating to your use of Third-Party Tools, to the extent permitted by applicable law.

Any use by you of Third-Party Tools is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which the applicable products or services are provided by the relevant third-party provider. Your use of a Third-Party Tool may be subject to the third party’s own terms and privacy policy, and you are responsible for reviewing and complying with those terms. If you direct us to connect the Services to, or share information with, a Third-Party Tool, you authorize us to do so. Any information received by the applicable third party will be handled in accordance with that third party’s terms and privacy policy.

We may also, in the future, offer new features through the Services, including the release of new tools and resources. Such new features shall also be deemed part of the Services and are subject to these Terms of Service.

8. THIRD-PARTY LINKS

The Services may contain materials and hyperlinks to websites, technologies, or other resources provided or operated by third parties, including any embedded third-party functionality. We do not control or endorse, and are not responsible for the availability, functionality, accuracy, security, content, or practices of any such third-party materials, websites, technologies, or resources. If you decide to access or use any such third-party materials, technologies, websites, or resources, you do so at your own risk. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party materials.

We are not liable for any harm or damages related to your access to or use of any third-party materials, technologies, websites, or resources, or your purchase or use of any products, services, resources, or content available through any third-party websites. Please review carefully the third party’s terms, policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products and services should be directed to the third party.

9. RELATIONSHIP WITH SHOPIFY

Waga’s online store and checkout are powered by Shopify. However, any sales and purchases you make in our online store are made directly with Waga. By using our online store or checkout, you acknowledge and agree that Shopify is not responsible for any aspect of any sales between you and Waga, including any injury, damage, or loss resulting from purchased products and services. You hereby expressly release Shopify and its affiliates from all claims, damages, and liabilities arising from or related to your purchases and transactions with Waga.

10. PRIVACY POLICY

All personal information we collect through the Services is subject to our Privacy Policy, which can be viewed here [https://www.wagacap.com/privacy], and certain personal information may be subject to Shopify’s Privacy Policy, which can be viewed here. By using the Services, you acknowledge that you have read these privacy policies.

Because the website storefront and checkout are powered by Shopify, Shopify may collect and process personal information about your access to and use of the website storefront and checkout in order to provide and improve its services. Information you submit through the website storefront or checkout may be transmitted to and shared with Shopify as well as third parties that may be located in countries other than where you reside, in order to provide services to you. Review our Privacy Policy [https://www.wagacap.com/privacy] for more details on how we, Shopify, and our partners use your personal information.

11. FEEDBACK

If you submit, upload, post, email, or otherwise transmit any ideas, suggestions, feedback, reviews, proposals, plans, or other content (collectively, “Feedback”), you hereby grant us a perpetual, irrevocable, worldwide, sublicensable, royalty-free, fully paid license to use, reproduce, modify, create derivative works based upon, publish, distribute, display, and otherwise exploit such Feedback in any medium for any purpose, including for commercial use. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve and promote the Services and to perform our obligations and exercise our rights under the Terms of Service.

You also represent and warrant that: (i) you own or have all necessary rights to all Feedback; (ii) you have disclosed any compensation or incentives received in connection with your submission of Feedback; and (iii) your Feedback will comply with these Terms. We are and shall be under no obligation (1) to maintain your Feedback in confidence; (2) to pay compensation for your Feedback; or (3) to respond to your Feedback.

We may, but have no obligation to, monitor, edit or remove Feedback that we determine, in our sole discretion, is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your Feedback will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Feedback will not be libelous, unlawful, abusive or obscene or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Feedback. You are solely responsible for any Feedback you make and its accuracy. We take no responsibility and assume no liability for any Feedback posted by you or any third party.

12. ERRORS, INACCURACIES AND OMISSIONS

Occasionally, there may be information in the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time without prior notice, including after you have submitted your order. If we cancel an order after payment has been collected, we will refund the amount paid for the canceled portion of the order.

13. PROHIBITED USES

You may access and use the Services for lawful purposes only. You agree not to do any of the following:

1. access or use the Services, directly or indirectly: (a) for any unlawful or malicious purpose; (b) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (c) to infringe upon, misappropriate, or otherwise violate our intellectual property rights or the intellectual property rights of others; (d) to harass, abuse, insult, defame, slander, disparage, intimidate, or harm any of our employees or any other person; (e) to transmit false or misleading information; (f) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms; (g) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (h) to impersonate or attempt to impersonate any other person or entity; or (i) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or that, as determined by us, may harm Waga, Shopify or users of the Services, or expose them to liability.

2. upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; 

3. reproduce, duplicate, copy, extract, sell, resell or exploit any portion of the Services; 

4. scrape, harvest, or otherwise collect or track the personal information of others, except through the intended functionality of the Services and in compliance with applicable law; 

5. spam, phish, pharm, or pretext the Services; 

6. use any robot, spider, scraping, data gathering and extraction tools, automatic devices or processes, or other automated means, including AI tools, to access or interact with the Services, except as expressly authorized by us or permitted under Section 14; 

7. reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, models, or structure of any software, firmware, or other technology comprising the Services, except to the extent such restriction is prohibited by applicable law;

8. interfere with, bypass, or circumvent the security or authorization features, robot exclusion headers, or other measures we employ to restrict access to the Services; or

9. use the Services to record, monitor, transcribe, or otherwise process any communication involving another individual in violation of applicable law or without providing any required notice or obtaining any required consent. 

We reserve the right, but are not obligated, to remove or disable access to any content, including Feedback, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. Enforcement of this Section 13 is solely at our discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 13 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. We reserve the right to suspend, disable, or terminate your account at any time, without notice, if we determine that you have violated any part of these Terms.

14. AGENTS

    1. This section (“Agent Terms”) applies if you use, allow, enable, or cause the deployment of an Agent to access, use, or interact with any Services. “Agent” means any third-party software or service, other than functionality provided by Waga, that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity and that can operate on behalf of a person or through a person’s device without direct supervision.

    2. No Agent may access, use, or interact with the Services unless expressly authorized by us and, at all times, it identifies itself and operates in strict accordance with the requirements in Section 14.4 below. Nothing in this Section 14 grants any Agent a right or license to access, use, or interact with the Services. An Agent must immediately cease accessing, using, or interacting with the Services upon our request.

    3. We may limit, including by technical measures, whether and how any Agent accesses, uses, and interacts with the Services.

    4. Agents must: (i) in all HTTP/HTTPS requests, identify that the request is from an Agent and disclose the name of the Agent by including an identifier specified by us, including, if applicable, in the request’s user agent string: “Agent/[agent name]”; (ii) not conceal or obfuscate that any access, use, or interactions are from an Agent, such as by (a) mimicking human behavior and interaction patterns, or (b) completing or circumventing CAPTCHAs or measures intended to distinguish computer use from humans; (iii) respond truthfully to any question or prompt seeking to determine if interactions are coming from a human or a computer; (iv) not circumvent or otherwise avoid any measure intended to block, limit, modify, or control whether and how Agents access, use, or interact with the Services; and (v) comply with all rate limits, robot exclusion headers, technical instructions, and other restrictions imposed by us.

15. TERMINATION

We may terminate these Terms or your access to the Services, or any part thereof, including suspending access to or terminating your account, in our sole discretion at any time without notice, and you will remain liable for all amounts due up to and including the date of termination.

The following sections will continue to apply following any termination: Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver; Entire Agreement, Assignment, Dispute Resolution, Class Action Waiver and Jury Trial Waiver, Governing Law, Interpretation, Mobile Device Apps, and Privacy Policy.

16. DISCLAIMER OF WARRANTIES

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE WRITTEN LIMITED WARRANTY, ALL PRODUCTS OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY OTHER EXPRESS WARRANTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY IMPLIED WARRANTIES APPLICABLE TO A PRODUCT COVERED BY A WRITTEN LIMITED WARRANTY ARE LIMITED IN DURATION TO THE DURATION OF THAT WRITTEN LIMITED WARRANTY. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO CASE SHALL WAGA, OUR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS, OR THOSE OF SHOPIFY AND ITS AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT OR PRODUCT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WAGA’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR ANY PRODUCT EXCEED THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY YOU TO US FOR THE PRODUCT OR SERVICES GIVING RISE TO THE CLAIM, OR (II) FIFTY DOLLARS ($50).

If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation does not apply to you. To the extent that any aspect of the limitations set out above does not apply, the remaining limitations will remain in effect.

18. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Waga, Shopify, and our affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers (collectively, the “Indemnified Parties”) from and against all losses, liabilities, damages, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred as a result of any claim, demand, action, or proceeding by a third party (each, a “Claim”) to the extent arising out of (1) your breach of these Terms of Service or the documents they incorporate by reference; (2) your violation of any law or the rights of a third party; (3) your access to, use of, or misuse of the Services; (4) your User Materials or Feedback, including any allegation that such materials infringe, misappropriate, or otherwise violate the rights of a third party; (5) your recording, monitoring, transcription, or other processing of any communication, including your failure to provide any notice or obtain any consent required by applicable law; or (6) your gross negligence, fraud, or willful misconduct.

The applicable Indemnified Party will provide you with reasonably prompt written notice of any Claim for which indemnification is sought, provided that any failure or delay in providing such notice will not relieve you of your obligations under this Section 18 except to the extent you are materially prejudiced by such failure or delay. At our option, we may control the defense and settlement of any Claim with counsel of our choosing, and you may participate in the defense with counsel of your choosing at your own expense. You may not settle any Claim without our prior written consent. We will not settle any Claim in a manner that requires you to admit liability or undertake any non-monetary obligation without your prior written consent, not to be unreasonably withheld, conditioned, or delayed. You will provide, at your expense, all cooperation reasonably requested by the Indemnified Parties in connection with the defense and settlement of any Claim, including by providing relevant documents, information, and assistance.

19. SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service. Such determination shall not affect the validity and enforceability of any other remaining provisions.

20. WAIVER; ENTIRE AGREEMENT

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us, including any prior versions of the Terms of Service. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

21. ASSIGNMENT

 You may not delegate, transfer or assign these Terms or any of your rights or obligations under these Terms without our prior written consent, and any such attempt will be null and void. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice to you.

22. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. This Section explains how you and Waga will resolve disputes. Except where prohibited by applicable law, it requires you and Waga to resolve most disputes through binding individual arbitration instead of in court before a judge or jury. It also includes a waiver of class-action rights and a waiver of the right to a jury trial. These dispute-resolution terms apply to all claims between you and Waga, including claims that arose before or after you accepted any prior version of these Terms.

These Terms evidence a transaction involving interstate commerce. The Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), including Section 2, governs the interpretation, enforcement, and all proceedings under this Section 22. The FAA and applicable arbitration-provider rules will preempt any state law that conflicts with the FAA to the fullest extent permitted by law.

Scope of Arbitration. You and Waga agree to resolve all claims through binding individual arbitration, except for (1) intellectual-property (“IP”) Claims and (2) claims that may be brought in small-claims court. IP Claims are claims relating to patents, copyrights, trademarks, trade secrets, or moral rights, and requests for injunctive or equitable relief for alleged unlawful use or infringement of such rights. IP Claims do not include privacy or publicity claims. Claims that are not IP Claims but are filed together with IP Claims will be resolved by arbitration. Either party may bring an individual claim in small-claims court, so long as it remains in small-claims court, is not removed or appealed to a court of general jurisdiction, and proceeds only on an individual, non-class, non-representative basis. Whether a claim falls within a small-claims court’s jurisdictional limits is for that court to decide in the first instance.

Pre-Arbitration Process. Before you or Waga may file an arbitration demand or bring a claim in small-claims court, the claiming party must first send the other party a written Pre-Arbitration Notice (“Notice”). Good-faith, informal efforts to resolve claims often produce a faster, lower-cost, and mutually beneficial result. A Notice is “complete” only when it includes all of the following: (1) the claiming party’s full name, mailing address, email address associated with their account or order, country of residence, and, if the claiming party is a U.S. resident, state of residence; (2) the name and contact information of the claiming party’s attorney, if the claiming party is represented by counsel; (3) a clear description of the nature and basis of the claim, including the relevant facts giving rise to it; (4) a description of the specific relief sought, including any damages and a detailed calculation of those damages; and (5) a statement personally signed by the claiming party, not solely by their attorney, verifying under penalty of perjury that the contents of the Notice are true and accurate.

The Notice must concern only one party’s claim.

Your Notice to Waga must be sent by email to support@wagacap.com. Waga’s Notice to you will be sent to the email address currently associated with your account or order.

After the receiving party receives a complete Notice, both parties will work in good faith to resolve the dispute for 60 days from the date the complete Notice is received (the “Resolution Period”). The Resolution Period may be extended by written agreement of the parties. During the Resolution Period, either party may request an individualized settlement conference by phone or video. Both parties must personally attend the conference, with counsel for either party, if represented, invited to attend. A party who cannot attend by video may attend by phone upon a showing of good cause, such as an inability to afford video-capable equipment or insufficient internet access. The parties will cooperate to schedule the conference at the earliest mutually convenient time, which may fall after the 60-day period if the parties agree.

If the dispute is not resolved by the end of the Resolution Period or any agreed extension, either party may commence arbitration, file in small-claims court, or pursue any other course permitted by these Terms.

Completing the Notice and Resolution Period steps described above is required before commencing any arbitration or small-claims court proceeding. Any demand for arbitration or small-claims petition must be accompanied by (1) a written certification that the filing party has completed the Notice and Resolution Period steps and (2) the personal signatures of the filing party and, if represented, their counsel, on both the demand and the certification.

If there is a question about whether the Notice was sufficient or whether the Resolution Period steps were completed, either party may raise that issue with a court of competent jurisdiction, and any pending arbitration will be stayed. The court has the authority to enforce this required first step, including the power to enjoin the filing, prosecution, or administration of any arbitration filed without completing this process, enjoin the assessment, collection, or invoicing of arbitration fees for any such filing, and award damages for noncompliance.

Unless prohibited by law, the arbitration administrator may not accept, administer, assess, or invoice fees for an arbitration commenced without proof of completion of this process. If an arbitration has already been filed without compliance, it must be administratively closed.

All applicable limitations periods, including any statutes of limitation, and any filing-fee deadlines are tolled from the date a complete Notice is received by the other party until the earlier of (1) the conclusion of the Resolution Period steps, including any agreed extension, or (2) the date the dispute is resolved, withdrawn, or the filing party commences an arbitration or small-claims proceeding after the Resolution Period ends. During any agreed extension of the Resolution Period, tolling continues.

Either party may ask a court for a temporary restraining order or preliminary injunction while the Resolution Period is ongoing, but that party may do so only if waiting would cause irreparable harm. A court’s authority under this paragraph is strictly limited to granting temporary relief to support the arbitration, small-claims, or other judicial process. The court may not decide the merits of the dispute.

Arbitration. Any arbitration will be administered by National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and, if applicable, its Supplemental Rules for Mass Arbitration Filings, as modified by these Terms. NAM rules and forms are available on NAM’s website [https://www.namadr.com/resources/rules-fees-forms/]. If NAM is unavailable or unwilling to administer the arbitration consistent with these Terms, the arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, available on AAA’s website [https://www.adr.org/rules-forms-and-fees/consumer/]. If neither NAM nor AAA is available, you and Waga will either agree on a new arbitration administrator or, if you cannot agree, petition a court of competent jurisdiction to appoint an arbitration administrator that will administer the proceeding consistent with these Terms.

The party starting the arbitration must include all of the following with its demand for arbitration: (1) written certification that the filing party has completed the Pre-Arbitration Process described above; (2) a copy of the Notice previously sent to the other party; (3) a statement that the filing party is bound by these Terms and this Section 22; and (4) personal signatures of the filing party and, if represented, their counsel, on both the arbitration demand and the certification. If an arbitration demand does not include all of the foregoing, the arbitration administrator must not accept, administer, or assess fees in connection with that demand, and the filing will be dismissed without prejudice to refiling after the deficiency is cured.

A court of competent jurisdiction has exclusive authority to decide (1) whether this Section 22 is valid, enforceable, or applicable to a particular dispute; (2) whether a dispute can or must be brought in arbitration; (3) whether the Pre-Arbitration Process was satisfied; (4) whether to enjoin the filing, prosecution, or administration of an arbitration or the assessment of arbitration fees; (5) whether claims are “similar” for purposes of triggering the Mass Arbitration procedures below; and (6) any issues specifically reserved for a court elsewhere in these Terms. The arbitrator decides all other issues, including the merits of any properly filed claim, after the Pre-Arbitration Process has been completed. The arbitrator does not have authority to revisit the court’s determinations.

Unless you and Waga agree otherwise, or the applicable arbitration rules dictate otherwise, any arbitration hearing involving a claim seeking no more than $15,000 will be held by video conference, with both parties having the option to attend the hearing live. All other hearings will take place in the county or parish of your residence. You and a representative of Waga must attend any video conference or in-person arbitration.

At the conclusion of the arbitration, the arbitrator must issue a reasoned written decision that explains the essential findings and conclusions supporting or rejecting any award. The arbitrator’s decision is binding only on the parties to that arbitration and has no precedential effect in any other proceeding involving a different party. An award that has been fully satisfied may not be entered in any court.

By signing and filing an arbitration demand or any submission in the arbitration, each party and their counsel, if represented, certify that, to the best of their knowledge, information, and belief formed after an inquiry reasonable under the circumstances: (1) the filing is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or establishing new law; and (3) the factual contentions have evidentiary support or, if specifically identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator is authorized to impose any sanctions available under the arbitration rules, applicable federal or state law, or standards analogous to those set forth in Federal Rule of Civil Procedure 11. Sanctions may include an award of the opposing party’s reasonable attorneys’ fees, costs, and expenses and reallocation of arbitration fees. The arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, consistent with applicable law.

Arbitration Fees. The payment of arbitration fees, including filing, arbitrator, and hearing fees, will be governed by the applicable arbitration rules and applicable law. You and Waga agree that arbitration should be cost effective for all parties and that either party may engage with the arbitration administrator to address the reduction or deferral of fees.

Confidentiality. Except as required by law, all nonpublic, proprietary, or confidential information exchanged in connection with an arbitration, including the existence of the arbitration, submissions, evidence, and any award, must be kept confidential and may be used only for purposes of the arbitration or a proceeding to confirm, enforce, or challenge the award. If disclosure is required by law, the disclosing party will, to the extent allowed, seek confidential treatment and limit disclosure to the minimum necessary. These confidentiality obligations are subject to the limited exception set forth in the Mass Arbitration provision below.

Offer of Settlement. In any arbitration, the defending party may make a written settlement offer at any time before the arbitrator issues a decision. If the party bringing the claim rejects the settlement offer within seven days after receiving it and does not obtain a more favorable result in the arbitration, the party bringing the claim must pay the defending party’s costs incurred after the offer was received, including arbitration fees, to the extent permitted by applicable law. The fact and terms of the settlement offer may not be disclosed to the arbitrator until after the arbitrator issues a decision.

Individual Claims. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WAGA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and Waga agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, or representative proceeding.

Notwithstanding the foregoing, and only to the extent required by applicable law, if a claim includes a request for public injunctive relief, meaning injunctive relief that is primarily for the benefit of the general public and not solely for the benefit of the individual party, all issues other than the request for public injunctive relief will be resolved in arbitration first, unless the claim is not subject to arbitration or is properly brought in small-claims court. Following the issuance of any final award on the arbitrable claims, any request for public injunctive relief will be decided by a court of competent jurisdiction to the extent required by applicable law. The court will be bound by the findings of fact and conclusions of law made by the arbitrator to the fullest extent permitted by law.

Similarly, if, after all appeals have been exhausted or the decision is otherwise final, a court determines that any prohibition on non-individualized relief or class, collective, consolidated, or representative proceedings is unenforceable with respect to a particular claim or request for relief: (1) that particular claim or request for relief will be severed and may proceed in a court of competent jurisdiction; (2) all other claims that remain subject to arbitration on an individual basis must be arbitrated first, and the court proceedings on the non-arbitrable claims will be stayed pending completion of that arbitration; (3) any enforceable portion of the class or representative waiver will continue to be enforced in arbitration; and (4) the court will be bound by the arbitrator’s findings of fact and conclusions of law to the fullest extent permitted by law.

You agree that any arbitration between you and Waga will be subject to this Section 22 and not to any prior arbitration agreement you had with Waga. Notwithstanding any provision in these Terms to the contrary, you agree that this Section 22 amends any prior arbitration agreement you had with Waga, including with respect to claims that arose before this or any prior arbitration agreement.

Mass Arbitration. If, at any time, 25 or more claimants submit Notices or seek to file demands for arbitration raising similar claims against the other party or related parties by the same or coordinated counsel or entities (“Mass Arbitration”), then you and Waga agree that the additional procedures below will apply. Claims are “similar” if they arise from the same or substantially similar facts, transactions, or legal theories, even if the claimants allege different individual damages. Throughout this process, counsel for the parties will meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Arbitration proceeding. The parties acknowledge and agree that, by electing to participate in a Mass Arbitration proceeding, the adjudication of their claim might be delayed, but reasonable efforts will be made to minimize delays. Any applicable limitations period and any filing-fee deadlines will be tolled beginning when the Notice and Pre-Arbitration Process are initiated, so long as the Notice complies with this Section 22, until a claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration.

Stage One. Counsel for the parties will each select 10 claims per side, for 20 claims total, to be filed and proceed in individual arbitrations as part of a staged process. Each individual arbitration will be assigned to a different, single arbitrator unless the parties agree otherwise in writing. The outcomes and rulings of the Stage One arbitrations will have no precedential or binding effect on any remaining claims. Any remaining claims will not be filed or deemed filed in arbitration, and no arbitration fees will be assessed in connection with those claims, unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process.

Stage Two. After the Stage One arbitrations are completed, or sooner if the parties agree in writing, the remaining parties must engage in a single global mediation of all remaining claims, with the mediator’s fee paid by Waga. The parties must agree on a mediator within 30 days after the conclusion of the last Stage One arbitration. If the parties cannot agree on a mediator within 30 days, the arbitration administrator will appoint a mediator as an administrative matter. All parties will cooperate to ensure that the mediation is scheduled as quickly as practicable after the mediator is appointed. Notwithstanding the confidentiality obligations above, the outcomes and awards from Stage One arbitrations may be shared with all parties participating in the Mass Arbitration and their counsel for purposes of the Stage Two mediation and any subsequent stage of the Mass Arbitration process described in this Section.

Stage Three. If the Stage Two mediation does not resolve all remaining claims, the arbitration requirement in this Section 22 will no longer apply to any party who submitted a timely and complete Notice for a claim and completed the Pre-Arbitration Process. Any such party with an unresolved claim may pursue that claim in court, not in arbitration. Those parties may bring their claims in court either individually or as part of a joint or consolidated action. However, to the fullest extent permitted by applicable law, any joint or consolidated court action may include only those claimants in Mass Arbitration proceedings who submitted a timely and complete Notice and completed the Pre-Arbitration Process.

A court of competent jurisdiction has the authority to enforce these Mass Arbitration provisions and, if necessary, to enjoin the mass arbitration, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to a claim and a court of competent jurisdiction determines that they are not enforceable as to that claim, then that claim will proceed in a court of competent jurisdiction otherwise consistent with these Terms. You and Waga agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere claims. You and Waga acknowledge and agree to act in good faith to ensure that the processes set forth herein are followed. You and Waga further agree that application of these Mass Arbitration proceedings has been reasonably designed to result in an efficient and fair adjudication of such cases.

Opt Out. You may opt out of the arbitration requirements of this Section 22 by sending written notice of your decision to opt out to support@wagacap.com within 30 days after first agreeing to these Terms. The notice must include (1) your name; (2) your contact information, including email address, mailing address, and telephone number; and (3) a statement that you wish to opt out of the requirements to arbitrate and instead agree to resolve claims in court. If you do not timely send notice of opting out of arbitration, you agree to be bound by the arbitration requirements in this Section 22.

If you opt out, the opt-out applies only to the arbitration requirements in this Section 22 and does not affect any other provision of these Terms, including the class-action waiver and jury-trial waiver, which remain in effect to the fullest extent permitted by law. If you opt out and a dispute is already pending at the time of your opt-out, your opt-out will apply to that pending dispute to the extent permitted by applicable law.

Severability. If any portion of this Section 22 is found to be unenforceable or unlawful for any reason, except as specifically provided above regarding the severability of the class or representative waiver: (1) the unenforceable provision will be severed from these Terms; (2) severance will not affect the remainder of this Section 22 or the parties’ ability to compel arbitration of remaining claims on an individual basis; (3) to the extent any claims must proceed on a class, collective, consolidated, or representative basis, those claims must be litigated in a civil court of competent jurisdiction, not in arbitration, and litigation of those claims will be stayed pending the outcome of any individual claims in arbitration; and (4) if this specific severability paragraph is found unenforceable, the entirety of the arbitration provision, except for the Pre-Arbitration Process, will be null and void.

23. CLASS ACTION WAIVER AND JURY TRIAL WAIVER

You and Waga agree that, to the fullest extent permitted by law: (1) each party may bring claims against the other only in its individual capacity, not as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding, whether in court or in arbitration; (2) neither party may bring a claim on behalf of a class or group, or on behalf of any other person, unless acting as a parent, guardian, or ward of a minor or someone who cannot bring their own claim; (3) neither party may participate in any class, collective, consolidated, private attorney general, or representative proceeding brought by a third party, except that you and Waga may participate in a class-wide settlement; and (4) both parties waive the right to a jury trial.

This class-action waiver is intended to be enforceable to the fullest extent permitted by law, regardless of the enforceability of the arbitration provision itself. The jury-trial waiver remains in effect even if the arbitration provision is found unenforceable. If this waiver is found unenforceable for a particular claim, that claim will proceed in court after all arbitrable claims are resolved in arbitration. This Section 23 will survive the termination of these Terms and your relationship with Waga.

24. GOVERNING LAW AND VENUE

These Terms of Service and any separate agreements whereby we provide you with Services shall be governed by and construed in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of laws rules or principles that would require the application of the laws of another jurisdiction. Any dispute between you and Waga that is not subject to arbitration under Section 22 and cannot be heard in small-claims court will be resolved exclusively in the state or federal courts located in the State of Delaware, and you and Waga consent to the personal jurisdiction and venue of those courts.

25. INTERPRETATION

Unless the context requires otherwise: (1) “including,” “includes,” and similar terms mean “including without limitation”; (2) “or” is inclusive; (3) words in the singular include the plural and vice versa; (4) references to a Section are to a section of these Terms; (5) references to the Services include any portion, feature, or functionality of the Services; and (6) headings are for convenience only and do not affect the interpretation of these Terms.

26. CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time on this page.

We reserve the right, in our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. We will notify you of any material changes to these Terms in accordance with applicable law, and such changes will be effective on the date specified in the notice. Your continued use of or access to the Services on or after the effective date of any changes to these Terms of Service constitutes acceptance of those changes. Unless otherwise required by applicable law, changes will apply prospectively only. If you do not agree to the revised Terms, you must stop accessing and using the Services.

27. CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at support@wagacap.com.

28. MOBILE DEVICE APPS

The Services include a mobile application provided by Waga (the “App”). Subject to your compliance with these Terms, Waga grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to download, install, and use the App on a device that you own or control solely for your personal, non-commercial use.

You may not distribute, sell, rent, transfer, sublicense, copy, modify, or create derivative works of the App, or reverse engineer, decompile, disassemble, or otherwise attempt to derive its source code, models, algorithms, or underlying technology, except to the extent any such restriction is prohibited by applicable law. If you transfer a device on which the App is installed, you must remove the App before the transfer.

Waga may provide updates, upgrades, patches, bug fixes, or other modifications to the App (collectively, “Updates”). Depending on your device settings, Updates may be installed automatically. All Updates are part of the App and subject to these Terms. The App may not operate properly if you fail to install available Updates.

If you download or use the App on an Apple-branded device (the “iOS App”), you acknowledge and agree that: (1) these Terms are between you and Waga, not Apple Inc. (“Apple”), and Waga, not Apple, is responsible for the iOS App and its content; (2) your license to use the iOS App is limited to use on Apple-branded products that you own or control as permitted by Apple’s applicable usage rules; (3) Apple has no obligation to provide maintenance or support for the iOS App; (4) Apple is not responsible for any warranties, product claims, regulatory claims, or third-party intellectual property claims relating to the iOS App, except that Apple may refund the purchase price, if any, paid to Apple if the iOS App fails to conform to an applicable warranty; (5) you will comply with all applicable third-party terms when using the iOS App; (6) questions, complaints, or claims regarding the iOS App should be directed to Waga at support@wagacap.com; and (7) Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce these Terms against you as they relate to the iOS App.

You represent and warrant that you are not located in a country subject to a United States government embargo or designated by the United States government as supporting terrorism and are not listed on any United States government list of prohibited or restricted parties.