Together with Your Subscription Agreement, these Terms of Service (the “Terms”) set forth the conditions for using our Services. By visiting or using www.wemow.com or the Wemow app, you are accepting these Terms. We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this site and these Terms. Your continued use of Wemow after such modifications will constitute acknowledgement and acceptance of the modified Terms.
a. Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control.
b. Agreement means these Terms, the Subscription Agreement, any order forms, and any documentation incorporated by reference.
c. Company Technology means all Company proprietary technology, including but not limited to the Websites, made available to You in providing the Services.
d. Content means the information, documents, software, products and Services made available to You.
e. Your “Data” means any data, information, or material provided by You to the Services.
f. Intellectual Property Rights means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives thereof as well as other forms of protection of a similar nature.
g. Services means Company’s online service accessed via the Websites, which You are being granted access to under this Agreement.
2. License Grant & Restrictions.
Company hereby grants You a limited, revocable, non-exclusive, non-transferable, right to use the Services, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Services; (ii) modify or make derivative works based upon the Services; or (iii) reverse engineer the Services. You also may not: (i) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the Services; (ii) knowingly send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, or programs to or from the Services; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) attempt to gain unauthorized access to the Services or its systems or networks; or (v) use the Services in violation of applicable law.
3. Your Responsibilities.
You are responsible for all activity occurring under Your user accounts and will abide by all applicable laws, treaties and regulations in connection with its use of the Services.
4. Your Data.
Company does not own Your Data. Your Data will not be accessed, used or disclosed by Company except for the limited purpose of supporting Your use of the Services or otherwise as permitted by our Privacy Notice . You have sole responsibility for the accuracy, legality, reliability, and rights to use the Your Data. You should regularly copy and archive Your Data. Company should not be the sole repository of Your Data, and You hold Company harmless for any loss of information or Your Data.
5. Intellectual Property Ownership.
Company owns all right, title and interest, including all related Intellectual Property Rights, in and to the Company Technology, Content and the Services. This Agreement is not a sale and does not convey any rights of ownership in the Services.
7. Subscription and Payment of Fees.
You will pay all fees and charges in accordance with the provisions of the Subscriber Agreement. We may offer various tiers of service. If You change Your subscription from one tier to a lower tier, or cancel, Your access and use of the Services will be limited to the lower tier. The Company may restrict Your access to the Website and other data if You fail to pay appropriate fees.
8. Billing and Renewal.
You will pay Company in advance for use of the Services. Upon the expiration of a subscription, the subscription will automatically renew from month-to-month unless terminated. Company’s fees are exclusive of all taxes, levies, or duties. All sales are final, and Company will not issue refunds.
Either party may terminate this Agreement effective as of the end of the then-current subscription.
10. Login Required; Password Security.
In order to access some of the Services, You may be asked to set up an account and password. Our account registration page requests certain personal information from You. You will have the ability to maintain and periodically update such information as You see fit. By registering, You agree that all information provided by You is true and accurate and that You will maintain and update this information as required in order to keep it current, complete and accurate. If You register for an account, You agree that You are responsible for maintaining the security and confidentiality of Your password, and that You are fully responsible for all activities or charges that are incurred under Your account. Therefore, You must take reasonable steps to ensure that others do not gain access to Your password and account. Our employees will never ask You for Your password.
11. No Warranties.
ALL CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, SERVICES OR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR SERVICES OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
You agree to defend, indemnify, and hold us and our affiliates harmless from all liabilities, claims, and expenses, including attorneys’ fees that may arise from Your use or misuse of the Websites. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with us in asserting any available defenses.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES, AT ANY TIME WITHOUT NOTICE.
14. Limitation of Liability.
EXCEPT FOR CLAIMS ARISING UNDER A PARTY’S OBLIGATIONS OF INDEMNIFICATION UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY WILL EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM YOUR USE OF THE SERVICES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
Company may give notice by means of an electronic mail to Your e-mail address on record with Company. Any other notice to be given to either party shall be deemed to have been duly given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid.
This Agreement may not be assigned by either party without the prior written consent of the other party, which will not be unreasonably withheld, but may be assigned without the other party’s consent to (i) a parent or subsidiary; (ii) an acquirer of assets or equity or (iii) a successor by merger. Any purported assignment in violation of this section will be void.
This Agreement will be governed by laws of the state of Texas law without regard to the choice or conflicts of law provisions of any jurisdiction. If any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision will be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and Company as a result of this Agreement. The failure of Company to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. This Agreement comprises the entire agreement between You and Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.