Terms of Use
Your privacy is important to us at Wauld. We respect your privacy regarding any information we may collect from you across our website.
These Terms of Service and any policies or agreement referenced herein (“Terms” or “Terms of Service”) govern Your access and use of Wauld’s Services offered by Wauld.com or Our partners via the Wauld website (the “Site”) or the Wauld mobile app (“App”) (the “Site” and “App” are collectively referred to as “Website”) and form a legally binding agreement between You (“Customer”, “You” or “Your”) and Wauld (“Wauld”, “we” or “us”). These Terms apply to and are incorporated into any Service Contract or Ordering Document between You and Wauld (collectively the “Agreement”) regardless of if expressly referenced, unless agreed otherwise in writing. These Terms of Use are effective upon the date You first access or use the Services (the “Effective Date”) and continue until You or Wauld terminates Your use of the Services (this period, the “Effective Term”).
By clicking the “Accept” button, executing a Service Contract, issuing an Ordering Document, or using the Certificate Cloud Services, You agree to be bound by these Terms. Further, You acknowledge that You are 18 years of age or older, and that those under the age of majority in their jurisdiction may not use the Certificate Cloud Services or this site without parental supervision. If You are an employee, consultant or contractor entering into these Terms on behalf of or as part of Your work for a company or other entity, You represent that You have the authority to bind such entity to these Terms, in which case the terms “Customer,” “You” and “Your” shall refer to such entity. Customer and Wauld may be individually referred to as a “Party”, and collectively as the “Parties”.
PLEASE READ: THESE TERMS OF USE CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED BELOW, OR WHERE PROHIBITED BY APPLICABLE LAW, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT ANY DISPUTE BETWEEN YOU AND WAULD WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Wauld may modify these Terms at any time by posting a revised version on this Website or otherwise providing notice to Customer. By continuing to use the Services after the Effective Date of any modifications to these Terms, Customer agrees to be bound by the modified terms. Wauld reserves the right to ask Customer to acknowledge acceptance through an electronic click-through or any other as deemed fit.
You represent that You are the age of majority in Your state, province, or country of residence, or that You are the age of majority and You have given Your consent to allow any of Your minor dependents to use the Services.
1. DEFINITIONS
"Order Form": A document specifying the Services to be provided, associated fees, and other relevant details.
“Applicable Law(s)” means any law, rule, regulation, directive, or other binding requirements (as may be implemented, amended, extended, or re-enacted from time to time), applicable to either Party’s performance under this Agreement, including but not limited to those applicable to the processing of Personal Data, which may include in particular, the CCPA, the GDPR, the Canada Privacy Protection Act (CPPA) , the Children’s Online Privacy Protection Rule and/or the Utah privacy code. If Customer is an educational agency or institution, Applicable Laws may also include the Family Educational Rights and Privacy Act (“FERPA”).
“Authorized User” means those employees, agents, customers, individuals, and independent contractors of Customer that are authorized by Customer to access and use the Services and to whom Customer has assigned a user ID or password.
“Credential Cloud Services” means the cloud services provided by Wauld to Issuers to issue and manage credentials or documents to individuals or insitutionss.
"Customer" The entity or individual entering into this Agreement to utilize the Services. “Issuers” are the direct customers who create accounts and manage credential issuance and they only have access to data they upload or issue.
“Customer Data” means electronic data submitted by Customer or Customer’s content, information, data and Personal Data which Customer desires to process and disseminate by accessing and using the Service and any Customer icons, marks and/or logos Customer desires to have displayed on the Service pages. As between Customer and Wauld, Customer Data shall also include Credentials whether of (or issued by), Customer or third parties.
“Intellectual Property Rights” means all patents, patent registration or applications, business processes, data rights, copyrights, trade names, trademarks, trade secrets, know-how, mask works, or any other intellectual property rights, whether registered or unregistered, arising or enforceable under United States law or the law of any other jurisdiction.
“Personal Data” means any data, including Customer Data, that is “personal information,” “personal data,” “personally identifiable information,” “nonpublic personal data,” or similar terms as defined by and regulated by Applicable Laws.
“Services” means, collectively, the access and use of the Cloud Computing Services along with the related support, training and maintenance provided by Wauld. .
“Master Service Agreement” means the agreement signed between the Customer and Wauld governing their relationship and Services provided to the Customer by Wauld.
“Issuer” means any individual or organization that uses the Wauld platform to create and issue digital credentials.
“Recipient” means an individual or entity to whom a credential is issued, including individuals whose personal data is uploaded to the platform by an Issuer, whether or not they create a Wauld account.
“Verifier” means any third party that accesses or views a credential through a public or private verification method provided by Wauld.
“Public Credential” means a credential issued by the Issuer to be publicly accessible and verifiable without requiring user authentication.
“Controller” and “Processor” have the meanings given in applicable data protection laws such as the GDPR. Wauld acts as a Processor on behalf of Issuers with respect to Recipient data, except where it acts independently to fulfill its platform services.
2. OPERATION OF SERVICES
2.1. Implementation of Services- Wauld shall provide Customers with access to the Services promptly following the creation of the Account (or as per the Master Service Agreement) and applicable order form. Wauld will provide a platform to issuers to issue user IDs and passwords to recipient’s (user’s) who can share such credentials to third parties who are verifiers. Users and Customer acknowledges that Customer is fully responsible for all liabilities incurred by such use, and for any liabilities incurred through use of such passwords by anyone who obtains such passwords until Customer notifies Wauld customer service of such unauthorized use. Wauld may temporarily disable access to the Service if Customer reports unauthorized use of the Service.
2.2 Services Operation- Wauld shall host, maintain and operate the Certificate Cloud Services for use by Customer and Authorized Users. Wauld will use commercially reasonable efforts to: (a) deploy industry standard security and encryption controls including without limitation, firewall and SSL technology; (b) monitor, track and report on Certificate Cloud Services availability; (c) limit access to the Services only to Authorized Users; (d) Zero Trust security principles, (e) Data is encrypted at rest and in transit.
2.3 Protection of Customer Data- Wauld will maintain administrative, physical, and technical safeguards designed for the protection of Customer Data. Those safeguards will include measures designed for preventing unauthorized access, use, modification or disclosure of Customer Data by authorized Wauld personnel except: (a) to provide the Certificate Cloud Services and prevent or address service or technical problems; (b) to comply with all Applicable Laws; or (c) as expressly permitted in writing by Customer. The terms of the data processing agreement at [_____________________] (the “DPA”) are hereby incorporated by reference.
2.4 Service Availability and Uptime Commitment: Wauld shall endeavor to make the Services available at least 99.5% of the time during each calendar month, measured 24 hours per day, 7 days per week, excluding any Permitted Downtime. Availability shall be calculated by subtracting Downtime (as defined below) from total time in a given month, divided by total time, expressed as a percentage.
2.4.a “Downtime” means any period during which the core functionalities of the Services are materially unavailable due to issues within Wauld’s control. Downtime shall not include:
Scheduled Maintenance and Emergency Maintenance (as defined below) necessary for security, integrity, or performance.
The period of unavailability caused by factors outside the Wauld’s reasonable control, including Force Majeure Events, Internet access issues, or failures of Customer’s hardware, software, or network infrastructure; or suspension in accordance with this Agreement or applicable law.
This uptime metric is intended as a service target and shall not be construed as a warranty or guarantee. If uptime falls below this target, Customer may request service credits equal to [X%] of monthly fees for that period. Credits are Customer’s sole remedy for downtime.
2.4.b Scheduled and Emergency Maintenance: Wauld may schedule periodic system maintenance, upgrades, or service improvements (“Scheduled Maintenance”), which may result in temporary unavailability of the Services. Scheduled Maintenance shall typically be performed during off-peak hours and with reasonable advance notice to the Customer, except where impracticable. Wauld reserves the right to conduct “Emergency Maintenance” which is maintenance required, without advance notice, when necessary to address critical vulnerabilities or service degradation. Wauld shall make reasonable efforts to minimize the duration and frequency of both Scheduled and Emergency Maintenance and to limit their impact on the Customer’s use of the Services. In all such cases, Wauld shall use commercially reasonable efforts to restore service availability as promptly as feasible.
2.4.c Monitoring and Incident Response: Wauld shall implement standard monitoring practices to track system performance and availability and shall respond to unplanned service interruptions in accordance with internal support protocols. While Wauld will use reasonable efforts to provide status updates and incident reports as necessary, resolution times may vary depending on the complexity and severity of the issue.
2.5 Credential Engagement Analytics
Wauld may collect and display engagement metrics related to credentials issued through the platform. This includes data such as the number of views, downloads, shares, verification attempts, and embed actions. These metrics are made visible to the Issuer only and are intended to help improve the effectiveness of credentialing programs.
Wauld does not use this data for behavioral advertising or profiling unless separately consented to by the user.
3. REGISTRATION
3.1 In registering for the Services, You agree to:
provide true, accurate, current and complete information about You as prompted by the Services’ registration form which may include Your name, email address and other contract information (the "Registration Data"); and
maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or Wauld has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Wauld may suspend or terminate Your account and deny You access to the Services and Website.
3.2 Some or all of the Services may require You to create an account (“User Account”) to access, apply for, open, view, or otherwise interact with certain features or offers. To create a User Account, You may be required to pick a username, password, and/or other access credentials, and to provide a valid payment method for use with the Services. Registration Data and other information about You is governed by the attached Privacy Policy. You are responsible for maintaining the confidentiality of Your access credentials, and for restricting access to Your computer and any other devices You use to access Your User Account, and You agree to accept responsibility for all activities that occur using the User Account or Your access credentials. You may not assign or otherwise transfer Your User Account to any other person. You acknowledge that We are not responsible for third-party access to any User Account, including access that results from theft or misappropriation of the User Account or access credentials. We reserve the right, in Our sole discretion, to refuse or cancel the Services, terminate User Accounts, or to remove or edit Your content. You agree to (a) immediately notify Us of any unauthorized use of Your access credentials or User Account or any other security breach, and (b) ensure that You exit from Your User Account at the end of each session when accessing the Services. We will not be liable for any loss or damage arising from Your failure to comply with this provision.
3.3 Wauld may discontinue Your access to the Services or Your Credentials if:
You violate this User TOS or any other agreement,
Court orders that Wauld remove the Credential or data relating to You, or
You request that Your data be removed from the Services.
3.4 Restrictions on Your Use of the Services. You agree that You will not:
Create a false identity within the Services, misrepresent Your identity, create a user profile for anyone other than Yourself (a real person), or use or attempt to use another’s account;
Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches or profile views);
Disclose information that You do not have the consent to disclose (such as confidential information of others, including Your employer);
Solicit others to perform or participate in any unlawful acts or to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
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, Website or of any related website, other websites, or the Internet;
Harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
Imply or state that You are affiliated with or endorsed by Wauld without Our written consent;
Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
Monitor the Services availability, performance or functionality for any competitive purpose;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services or interfere with or circumvent the security features of the Services, Website, App or any related website, other websites, or the Internet;
Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); or
Attempt to access or derive the source code or architecture of the Services or Website.
3.5 Recipient Access
Recipients may access their credentials without registering for an account. However, certain features - such as managing credentials may require account creation and acceptance of these Terms.
Issuers are solely responsible for obtaining all necessary permissions, consents, and legal authorizations to upload and share personal data of Recipients, including when uploading data belonging to minors or individuals under legal protection. Issuers agree to indemnify Wauld for any claims arising from unauthorized use or disclosure of Recipient data. This includes obtaining verifiable parental or guardian consent where required under COPPA or similar laws. Wauld does not independently verify age or consent.
The above is collectively referred to as “Prohibited Uses”. Wauld reserve the right to terminate Your use of the Services, access to the Website or any related website for violating any of the Prohibited Uses. We also reserve the right to refuse to provide the Services to anyone for any reason at any time. If You are blocked by Us from accessing the Services (including by blocking Your IP address), You agree not to implement any measures to circumvent such blocking (e.g., by masking Your IP address or using a proxy IP address).
We may, at Our sole discretion, terminate Your rights to use the Services, remove or edit any content, or cancel orders for any or no reason, including if You do not comply with these Terms of Use, Privacy Policy, Data Processing Agreement or any applicable Service Terms. You agree that from time to time We may remove or change the Services for indefinite periods of time or cancel the Services at any time, without notice to You. You expressly agree that Your use of, or inability to use, the Services is at Your sole risk.
4. RESPONSIBILITY FOR CONTENT
4.1 Wauld has no obligation to pre-screen content (including, but not limited to, User-generated content). We are not obligated to publish any information or content on Our Service and can remove it with or without notice. Without limiting the foregoing, Wauld shall have the right to remove any content, including but not limited to, User content that violates this User TOS or that Wauld reasonably deems objectionable. By using the Services, You may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. You agree that We are not responsible for other users’ content or information.
4.2 Wauld shall not be responsible for any hardware, software, or networks outside of the control of Wauld. You acknowledge and agree that Wauld customers, and not Wauld, are responsible for the actions those customers take related to You as a result of the use of the Services.
4.3 The Recipient acknowledges and agree that the Issuer is solely responsible for the criteria for issuance of a Credential, and any dispute relating to the issuance or receipt of a Credential must be resolved solely between the Recipient and Issuer. Issuers may revoke a Credential in accordance with their own credentialing policies. Issuers may revoke a Credential from the Recipient for any reason, and without notice. Both the Recipient and Issuer agree that Wauld is not responsible for such an action by an Issuer. Further, Wauld is not responsible for the validity or veracity of any Credential issued by an Issuer.
4.4. If You find any link on Our Website that is offensive for any reason, You are free to contact and inform Us any moment. We will consider requests to remove links but We are not obligated to or so or to respond to You directly.
We do not ensure that the information on this Website and the App is correct. Furthermore, We do not warrant the information’s completeness or accuracy; nor do We promise to ensure that the Website and the App remains available or that the material on the website is kept up to date.
5. CONFIDENTIALITY OF DATA
5.1 Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that disclosure is required by law or the relevant information is already in the public domain or disclosure to subprocessors under written agreements requiring confidentiality protections at least as strong as those set out herein. Receiving Party shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements.
5.2 Receiving Party shall take reasonable steps to ensure the reliability of any employee who may have access to the Personal Data, ensuring in each case that the access is strictly limited to those individuals who need to know/ access the relevant Personal Data, as strictly necessary for the purpose of the administrative actions, security purposes and to comply with the Applicable Laws in the context of individual duties, ensuring that such confidentiality obligations survive the termination of the personnel engagement.
5.3 Information included in public credentials or explicitly marked for publication by the Issuer is not considered confidential under this clause.
6. FEES AND PAYMENT: Customer will pay the Fees in accordance with the terms of the applicable Order Form. Unless stated otherwise, all fees are invoiced in advance and due within thirty (30) days of the invoice date. The Customer shall have a grace period of seven (7) days during which they may continue to use the services without payment. If payment is not received by the end of this grace period, the Recipient will be downgraded to the free plan. Certain features and historical data may become inaccessible until payment is restored. No interest shall be applicable during this period. Fees are exclusive of applicable taxes as per the concerned jurisdiction, which shall be borne by Customer.
Wauld may offer multiple service tiers, including free and paid plans, which may include limits on credential issuance, branding features, analytics, or integrations. Usage-based pricing (e.g., per credential or recipient) may apply. Wauld reserves the right to modify pricing models with notice.
Wauld will collect and remit applicable taxes (e.g., VAT, GST, sales tax) where legally required. In all other cases, Customer is responsible for paying taxes.
7. PRIVACY OF YOUR DATA: Wauld only collects name, email, organization name, logo, billing details (not incuding any sensitive financial information), verification documents (domain verification or similar), and authorized users' contact information. This data is provided to Wauld via CSV uploads, API, or manual entry.
8. THIRD-PARTY SITES: Wauld works with authorized resellers who assist in sales, onboarding, and customer relationships. Depending on the agreement in place with the end customer, a reseller may or may not host the platform independently or access end-user data. Wauld always enters into a formal reseller agreement in such cases, which clearly defines roles, data responsibilities, and access permissions. Where a reseller independently hosts Wauld’s platform, Wauld is not responsible for the availability, performance, or data practices of that reseller-hosted environment. In such cases, Customer’s agreement is with the reseller.
Henceforth, We use select third-party services under appropriate contractual terms to support platform functionality which includes Hosting & infrastructure, Email delivery, Monitoring, analytics, and customer experience tools. These providers are used solely for their intended technical purpose and do not access data beyond what is required for delivery of their service.
Wauld may offer features that interact with third-party platforms (e.g., LinkedIn) for credential sharing, authentication, or data enrichment. Wauld is not responsible for the data handling practices of these third parties. Users agree to comply with the terms and privacy policies of any third-party service they use in conjunction with Wauld.
9. INTELLECTUAL PROPERTY
9.1 Ownership of Services: The Customer acknowledges and agrees that all rights, title, and interest, including all intellectual property rights, in and to the Services, the Platform, and any associated software, tools, content, technology, know-how, documentation, data structures, APIs, user interfaces, scripts, and other materials (collectively, the “Wauld Materials”) are and shall remain the sole and exclusive property of Wauld. Nothing in this Agreement shall operate to transfer or assign any such rights to the Customer, except as expressly provided herein.
9.2 Customer Data: Notwithstanding anything to the contrary, as between the parties, the Customer retains all right, title, and interest in and to the Customer Data. Wauld shall have no rights in or to the Customer Data, except as necessary to provide the Services or as otherwise expressly permitted by this Agreement or required by law. Wauld shall implement appropriate technical and organizational measures to safeguard Customer Data as further described in the Data Processing agreement.
9.3 Where Recipients upload content (e.g., photos, name, biography) or such data is uploaded by Issuers, the uploading party grants, Wauld a non-exclusive, worldwide, royalty-free license to store, process, and display the data solely for the purpose of delivering and improving Services.Wauld may use Your company’s logo and name for testimonial purposes, after obtaining prior consent.
Issuers may not upload personal data for which they lack lawful authority, including but not limited to photographs or names of children under 13 without verified parental consent, as required under COPPA or similar laws.
Wauld does not independently verify the accuracy of uploaded data and disclaims any liability arising from impersonation or misattribution
10. GENERAL PROVISIONS
10.1 SEVERABILITY: If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect, as if such invalid, illegal, or unenforceable provision had never been included. The Parties agree to negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the severed provision and that maintains the economic and legal substance of the Agreement as originally contemplated. The foregoing shall apply even if the severance of the invalid provision results in a material change to the rights or obligations of either Party, and such change shall not affect the enforceability of the remaining terms, which shall be construed so as to effectuate the purpose and intent of the Agreement to the fullest extent permissible under applicable law.
10.2 WAIVER: No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall constitute a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver of any provision of this Agreement shall be effective only if in writing and signed by the Party granting the waiver. Such waiver shall apply only to the specific instance and purpose for which it is given and shall not operate as a waiver of any future application of such provision or any other provision of this Agreement. No waiver by either Party of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default.
10.3 LIMITATION OF LIABILITY:
10.3.1. To the maximum extent permitted by applicable law, Wauld excludes all representations, warranties and conditions relating to the Website, all subdomains, applications, etc. and the use of this Website. Except for liabilities arising from gross negligence, willful misconduct, or breaches of confidentiality, Wauld shall not be liable for any indirect, incidental, or consequential damages.
10.3.2. Wauld is not responsible for any failures caused by server errors, faulty internet connections, any computer or other technical defect, whether human or technical in nature. The Site or App may provide hyperlinks to websites operated by parties other than Wauld. Such hyperlinks are provided for Your reference only. Wauld does not control such websites and is not responsible for their contents or practices. It is up to You to take precautions to ensure that whatever links You select or software You download (whether from the Site, the Wauld App, or other websites accessed through the Website) is free of viruses, worms, trojan horses, defects and other items of a destructive nature. Wauld’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
10.3.3. Wauld shall not be liable for any consequences resulting from the misuse, misrepresentation, or unauthorized distribution of credentials by Issuers or third parties.
10.3.3. WAULD DOES NOT WARRANT, REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY, REPRESENTATION OR GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAULD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SECURITY, RELIABILITY, ACCURACY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, WAULD EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.
10.3.4. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WAULD AND ANY THIRD PARTY PRODUCT PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WAULD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES, THE WEBSITE, THE WAULD APP, OR ANY RELATED CONTENT; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES, THE SITE, THE WAULD APP, OR ANY RELATED CONTENT; (c) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY FROM THE SERVICES, ON THE WEBSITE, THE APP, OR ANY RELATED CONTENT; OR (e) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL WAULD’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID WAULD IN THE LAST SIX (6) MONTHS.
10.4 FORCE MAJEURE: Neither Party shall be liable for any failure or delay in performance (except for payment of Fees) due to events beyond their reasonable control, including but not limited to natural disasters, acts of war, or government actions. If such an event continues for more than thirty (30) consecutive days and materially prevents performance of essential obligations, either Party may terminate this Agreement upon fifteen (15) days’ written notice to the other Party but such termination won’t waive off any unpaid dues.
10.5 WARRANTIES: Each Party represents and warrants that it has the authority to enter into this Agreement and fulfill its obligations hereunder. Wauld shall use commercially reasonable efforts to minimize both the frequency and duration of any downtime, including Scheduled Maintenance, and to perform such maintenance with minimal disruption to the Customer’s access to the Services. Except as expressly provided in this Agreement, the Services are provided "as is," and Wauld disclaims all other warranties, including merchantability and fitness for a particular purpose.
10.6 INDEMNIFICATION: You agree to indemnify, defend, and hold harmless Wauld from any and all claims, liabilities, expenses, and damages (to the extent attributable to You under the applicable law), including reasonable attorneys' fees and costs, made by any third party related to: (a) Your use or attempted use of the Services in violation of these Terms; (b) Your violation of any law or rights of any third party; (c) User Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights; or (d) Your upload, issuance, or use of credentials that contain personal data without proper authorization, including credentials issued to minors or uploaded without Recipient consent.
10.7 CLASS ACTION WAIVER. YOU AND WAULD AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF US MAY BRING CLAIMS (WHETHER IN COURT OR IN ARBITRATION) AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, REQUEST FOR PUBLIC INJUNCTIVE RELIEF, OR REPRESENTATIVE PROCEEDING. THIS ALSO MEANS THAT YOU AND WAULD MAY NOT PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, REQUEST FOR PUBLIC INJUNCTIVE RELIEF, OR REPRESENTATIVE PROCEEDING BROUGHT BY ANY THIRD PARTY. NOTWITHSTANDING THIS PROVISION OR ANY OTHER LANGUAGE IN THESE TERMS, YOU OR WAULD MAY PARTICIPATE IN A CLASS-WIDE SETTLEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WAULD WAIVE ANY RIGHT TO A JURY TRIAL.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Wyoming.
11.2 Dispute Resolution: Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (each, a “Dispute” and collectively, the “Disputes”) will be resolved solely by binding, individual arbitration, unless expressly provided otherwise in this Section, and not in a class, representative, or consolidated action or proceeding. You and Wauld agree that the U.S. Federal Arbitration Act (or equivalent laws in the jurisdiction in which the Wauld entity that You have contracted with is incorporated) governs the interpretation and enforcement of these Terms and that YOU AND WAULD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This Section shall survive the termination of these Terms.
12. COOKIES
Wauld utilizes first-party cookies and similar technologies to enhance and optimize the functionality of its Services. These cookies may be employed for the following purposes:
To maintain session state
To analyze usage patterns via self-hosted analytics tools (e.g., PostHog)
To monitor user progress through onboarding and feature flows
We do not utilize third-party advertising cookies on our platform.
Users have the ability to manage or disable cookies through their browser settings. Please be advised that disabling cookies may impact certain features or the overall performance of the Services.
Our Services may include links to third-party websites or platforms that are not under the control of Wauld. We disclaim any responsibility for the cookie practices of these external sites and strongly recommend that users review the respective privacy policies and cookie notices of such third parties.
HOW TO CONTACT US
For general inquiries, You may contact Us online at dpo@wauld.com. For legal notices or service of process, You may write Us at legal@wauld.com.
14. FERPA and COPPA Compliance
If you are an educational institution subject to the Family Educational Rights and Privacy Act (FERPA), you represent that you have the authority to use Wauld for the purpose of issuing credentials. Wauld will act as a school official with a legitimate educational interest when processing education records on your behalf.
You further agree not to upload personal data relating to children under 13 without obtaining verifiable parental or guardian consent, in accordance with the Children’s Online Privacy Protection Act (COPPA). Wauld does not independently verify user age and relies on Issuers for legal compliance when uploading minor data.
Wauld will provide reasonable technical and administrative assistance to help educational institutions fulfill FERPA and COPPA obligations, including responding to data subject requests.
SPECIAL TERMS REGARDING APP STORES
The App may be made available through the Apple, Inc. (“Apple”) App Store, the Google Play Store, the Android Marketplace, or other app stores (collectively, the “App Stores” and each, an “App Store”). If You obtain such software through an App Store, You may be subject to additional terms of that App Store. To the extent that You use any other third party products and services in connection with Your use of the Services, You agree to comply with all applicable terms of any agreement for such third-party products and services.
Apple-Enabled Applications.
With respect to apps made available for Your use in connection with an Apple-branded product (such apps, “Apple-Enabled Apps”), in addition to the other terms and conditions set forth in these Terms of Use, Service Terms or any Additional Terms, the following terms and conditions apply: Wauld and You acknowledge that these terms are between Wauld and You only, and not with Apple, and that as between Wauld and Apple, Wauld,, not Apple, is solely responsible for the Apple Enabled Apps and its content. You may not use the Apple Enabled Apps in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple Enabled Apps in, or otherwise be in conflict with, the Apple App Store Terms of Service.
Wauld and You acknowledge that Wauld, not Apple, is responsible for addressing any claims of You or any third party relating to the Apple Enabled Apps or Your possession and/or use of that Apple Enabled Apps, including: (i) product liability claims; (ii) any claim that the Apple Enabled Apps fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third-party claim that the Apple Enabled Apps or the end-user’s possession and use of that Apple Enabled Apps infringes that third party’s intellectual property rights, as between Wauld and Apple, Wauld, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. Wauld and You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these terms with respect to the Apple Enabled Apps, and that, upon Your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against You with respect to the Apple Enabled Apps as a third-party beneficiary.
Google Android Enabled Applications. By downloading the Wauld App from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), You specifically acknowledge and agree to the following: To the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the (“Google Play Terms”), and (b) the other terms and conditions in these Service Terms, the Google Play Terms shall apply with respect to Your use of the App.