These terms and conditions («Terms,» «Agreement») are an agreement between WSDLY a product of CLustox («WSDLY,» «us,» «we,» or «our») and you («User,» «you,» or «your»). This Agreement sets forth the general terms and conditions of your use of the wsdly.com Website and any of its products or services (collectively, «Website» or «Services»).
Accounts and membership
Suppose you create an account on the Website. In that case, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your account.
You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or Content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
Billing and payments
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Where Services are offered on a free trial basis, payment may be required after the free trial period ends and not when you enter your billing details (which may be required prior to the commencement of the free trial period).
If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. If in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order.
These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made.
Monthly and Annual Plans: Except for No-Charge Products, all Cloud Products are offered either on a monthly subscription basis or an annual subscription basis.
Renewals: Except as otherwise specified in your order, unless either party cancels your subscription prior to the expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Cloud Products or contacting our support team.
Canceling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Cloud Product continuing to be offered and will be charged at the then-current rates.
Adding Users: You may add users, increase storage limits, or otherwise increase your use of Cloud Products by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
Payment: You will pay all fees in accordance with each order, by the due dates, and in the currency specified in the order. If a PO number is required in order for an invoice to be paid, then you must provide such a PO number to WSDLY, a product of Clustox by emailing the PO number to email@example.com. For Additional Services provided at any non-WSDLY location, unless otherwise specified in your order, you will reimburse us for our pre-approved travel, lodging, and meal expenses, which we may charge as incurred. Other than as expressly set forth.
All amounts are non-refundable, non-cancelable, and non-creditable. You agree that we may bill your credit card or other payment methods for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
Delivery: We will deliver the login instructions for Cloud Products to your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your order has been processed. All deliveries under these Terms will be electronic.
Our return policy: As part of our commitment to customer satisfaction and without limiting the Performance Warranty in Section 18 (Warranties and Disclaimer), you may terminate your initial Order of a Cloud Product under these Terms, for no reason or any reason, by providing notice of termination to us no later than thirty (30) days after the Order date for such Cloud Product. In the event you terminate your initial order under this Section 10, at your request (which may be made through your account with us), we will refund you the amount paid under such order. This termination and refund right applies only to your initial Order of the Cloud Product and only if you exercise your termination right within the period specified above and does not apply to Additional Services. You understand that we may change this practice in the future.
Taxes not included
Taxes: Your fees under these Terms exclude any taxes or duties payable in respect of the Cloud Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority if such a refund or credit is available.
Withholding Taxes: You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions or a reduced treaty withholding rate are available. If we qualify for a tax exemption or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
If you purchased through a Reseller. If you make any purchases through an authorized partner or Reseller of WSDLY a product of Clustox (“Reseller”):
(a) Instead of paying us, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use Cloud Products if we do not receive the corresponding payment from the Reseller.
(b) Your order details (e.g., the Cloud Products you are entitled to use, the number of End Users, the Subscription Term, etc.) will be as stated in the order placed with us by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such Order as communicated to us.
(c) If you are entitled to a refund under these Terms, then unless we otherwise specify, we will refund any applicable fees to the Reseller, and the Reseller will be solely responsible for refunding the appropriate amounts to you.
(d) Resellers are not authorized to modify these Terms or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in these Terms.
(e) The amount paid or payable by the Reseller to us for your use of the applicable Cloud Product under these Terms will be deemed the amount actually paid or payable by you to us under these Terms for purposes of calculating the liability cap in Section 19.2.
No contingencies on other products of future functionality. You acknowledge that the Cloud Products and Additional Services referenced in an Order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Cloud Products and Additional Services are separate and not contingent on each other, even if listed on the same order).
You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Cloud Products beyond the current Subscription Term) or dependent on any oral or written public comments we make regarding future functionality or features.
Evaluations, trials, and betas. We may offer certain Cloud Products (including some WSDLY a product of Clustox Apps) to you at no charge, including free accounts, trial use, and Beta Versions as defined below (collectively, “No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with these Terms).
Fully apply to No-Charge Products. We may modify or terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta Cloud Products, and any pre-release and beta features within generally available Cloud Products, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete, and are likely to contain more errors and bugs than generally available Cloud Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject.
All information regarding the characteristics, features, or performance of any No-Charge Products (including Beta Versions) constitutes our Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty, and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE US$100.
Term and Termination
Term. These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.
Termination for Cause: Either party may terminate these Terms (including all related Orders) if the other party
(a) fails to cure any material breach of these Terms within thirty (30) days after notice;
(b) ceases operation without a successor; or
(c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
Termination for Convenience: You may choose to stop using the Cloud Products and terminate these Terms (including all Orders) at any time for any reason upon written notice to us, but unless you are exercising your right to terminate early pursuant to Section 10 (Our return policy), upon any such termination
(i) you will not be entitled to a refund of any prepaid fees and
(ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such outstanding fees will become immediately due and payable.
Effects of Termination: Upon any expiration or termination of these Terms, you must cease using all Cloud Products and delete (or, at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request.
You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after the expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of the Cloud Products during the applicable Subscription Term. If you terminate these Terms in accordance (Termination for Cause),
We will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms in accordance with (Termination for Cause),
You will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
Changes to these Terms: We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you under Section 26.1 (Notices), or by posting the modified Terms on our Website. Together with the notice, we will specify the effective date of the modifications.
No-Charge Products: You must accept the modifications to continue using the No-Charge Products. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Products.
Paid Subscriptions: Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant (Renewals).
Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws or as necessary for new features), we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have prepaid for the use of the affected Cloud Products for the terminated portion of the applicable Subscription Term.
To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the order.
Our Policies: We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.
Accuracy of information
Occasionally there may be information on the Website that contains typographical errors, inaccuracies, or omissions that may relate to promotions and offers. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or cancel orders if any information on the Website or any related Service is inaccurate without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website, including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related Service has been modified or updated.
Links to other websites
Although this Website may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of any businesses or individuals or the Content of their websites.
We do not assume any responsibility or liability for the actions, products, services, and Content of any other third parties. You should carefully review the legal statements and other conditions of use of any website you access through a link. Your linking to any other off-site websites is at your own risk.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website or its Content:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to 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 Service or of any related website, other websites, or the Internet;
(h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) for any obscene or immoral purpose; or
(k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
Intellectual property rights
This Agreement does not transfer to you any intellectual property owned by WSDLY or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with WSDLY a product of Clustox. All trademarks, service marks, graphics, and logos used in connection with our Website or Services are trademarks or registered trademarks of WSDLY a product of Clustox or WSDLY a product of Clustox licensors. Other trademarks, service marks, graphics, and logos used in connection with our Website or Services may be the trademarks of other third parties. Your use of our Website and Services grants you no right or license to reproduce or otherwise use any WSDLY a product of Clustox or third-party trademarks.
Disclaimer of warranty
You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an «as is» and «as available» basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranty that the Services will meet your requirements or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected.
You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service, or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
Limitation of liability
To the fullest extent permitted by applicable law, in no event will WSDLY, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable to any person for
(a): any indirect, incidental, special, punitive, cover, or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of Content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if WSDLY a product of Clustox has been advised as to the possibility of such damages or could have foreseen such damages.
To the maximum extent permitted by applicable law, the aggregate liability of WSDLY a product of Clustox and its affiliates, officers, employees, agents, suppliers, and licensors, relating to the services will be limited to an amount greater than one dollar or any amounts actually paid in cash by you to WSDLY a product of Clustox for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
You agree to indemnify and hold WSDLY a product of Clustox and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages, or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website or Services or any willful misconduct on your part.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid, or unenforceable. Suppose any provision or portion of any provision of this Agreement shall be held to be illegal, invalid, or unenforceable by a court of competent jurisdiction. In that case, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their Agreement with respect to the subject matter hereof. All such remaining provisions or portions thereof shall remain in full force and effect.
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Delaware, United States, without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Delaware, United States, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You may not assign, resell, sub-license, or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
Changes and amendments
We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting an updated version of this Agreement on the Website. When we do, we will send you an email to notify you. Continued use of the Website after any such changes shall constitute your consent to such changes.
Acceptance of these terms
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.
If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may do so via the contact form or send an email to firstname.lastname@example.org
This document was last updated on June 1, 2022