Terms of Service

These Terms of Service (“Terms”) are established between Wayfare.ai ApS, Danish business registration no. 43 33 20 90 and registered address at Gammel Kongevej 11, 1610 Copenhagen V,  (“wayfare.ai”) and You, effective from the date of acceptance of these Terms or commencement of Service usage.

Herein, You and wayfare.ai are individually designated as a “Party” and collectively termed the “Parties.”

DEFINITIONS

• ”Agreement“ shall mean these Terms together with the Order Form, DPA and the SLA.
• ”Confidential Information” shall have the meaning determined in section 3.
• “Customer Data” shall mean any data that Customer or its Users upload to the Services or is otherwise made available by or on behalf of the Customer.
• “System Data” shall mean data, information or output derived by Wayfare.ai from the use of the Services including logs, statistics, or reports regarding the performance, availability, usage, integrity, or security of the Services and any feedback, suggestions or similar information regarding the Services provided by the Customer to Wayfare.ai.
• “Data Processing Agreement” or “DPA” shall mean the separate agreement entered by the Parties regulating any data processing activities carried out on behalf of the Customer.
• ”Equipment“ shall have the meaning set out in section 2.7.
• “Order Form” shall mean the separate document detailing the specifics of the Services to be provided, including license type, license quantity, and Service delivery terms.
• ”Services“ mean the services provided by Wayfare.ai to You under the Agreement and as referred to in section 1.1.
• “Service Level Agreement” or “SLA” shall mean the agreement entered into by the Parties which sets forth the performance metrics, service levels, and responsibilities of Wayfare.ai in providing the Wayfare Cloud Services to the Customer.
• “Term” shall mean the period commencing on the Effective Date of the Order Form and continuing until the expiration date specified in the applicable Order Form (if any), unless terminated in accordance with the provisions of these Terms.
• ”Terms“ means these Terms of Service.
• “Users” shall mean the Customer’s employees or other individuals who are authorized by the Customer to use the Services and have been supplied user identifications and passwords by the Customer (or by Wayfare.ai at the Customer’s request).
• “You”, “Customer”, or “Your” refers to the legal entity or individual specified in the Order Form that has accepted these Terms by executing an order for the Company’s services and has agreed to be bound by the terms and conditions contained herein.
• ”Wayfare Agents“ are the parts of the Services deployed inside a Customer’s infrastructure, and is hosted, configured, and managed by the Customer.
• “Wayfare Professional Services” are consultancy services provided by us, e.g. in relation to implementation of Wayfare Agents with you.
• “Wayfare Cloud Services” are the Services deployed, hosted and managed by wayfare.ai in Our cloud.
• “We”, “wayfare.ai”, “Us”, or “Our” refers to Wayfare.ai.

1. SERVICES

1.1 Wayfare.ai provides an all-in-one data operations platform to ingest, transform, activate, and govern business data in a customer-managed data warehouse, including associated services (collectively referred to as “Services”). The Services consist of the Wayfare Cloud Services and the Wayfare Agents and potentially also the Wayfare Professional Services, whereas the Wayfare Agents are hosted, configured, and managed by the Customer.

1.2 The Wayfare Agents may be provided to you subject to a separate license. Any separate regulation of Wayfare Professional Services will similarly be set out in an Order Form.

1.3 Your use of our website https://wayfare.ai and Services is subject to this Agreement. By signing the Order Form and by engaging with or utilizing the Services, you explicitly acknowledge and agree to be bound by this Agreement. This Agreement also applies to updates, supplements, and any other services for Our website and/or Services, unless otherwise agreed in writing or unless other terms accompany such items.

1.4 The Customer can upscale Services as necessary, and if as further described in the Order Form. Any downscaling requests must be submitted for approval, and changes will be at our discretion.

2. DATA, CUSTOMER RESPONSIBILITIES AND TECHNOLOGY USE RESTRICTIONS

2.1 Wayfare.ai does not acquire ownership or proprietary rights in or to any data, content, or information uploaded or submitted by Users using our Services.

2.2 The Customer shall own all rights, title, and interest in and to Customer Data and derived data generated from the Customer Data through the use of the Services. The Customer grants Wayfare.ai all necessary rights to process Customer Data in accordance with the Terms.

2.3 Wayfare.ai shall own all rights, title, and interest in and to System Data, which Wayfare.ai may use for purposes related to the improvement, enhancement, and maintenance of the Services.

2.4 The provision of Services may involve the processing of personal data on behalf of the Customer. In the event of such processing, both Parties agree to be bound by a separate Data Processing Agreement (DPA). This DPA outlines the responsibilities and obligations of each Party with respect to data processing activities, in accordance with applicable data protection laws and regulations. Please find more information about our use of personal data in our privacy policy.

2.5 The Customer is solely responsible for ensuring that all data provided is accurate, complies with applicable laws, and contains appropriate content. Additionally, the Customer must confirm that they possess the necessary permissions related to this data, enabling them to utilize the Services from Wayfare.ai, and allow Wayfare.ai to access and process the data in accordance with these Terms.

2.6 The Customer agrees not to (i) reverse engineer, modify, or create derivative works from any source code of the Services, (ii) attempt any unauthorized probing, testing, breach of security, or any action that compromises the functionality or security measures of the Services,  and (iii) utilize or access any Services to conceive a product or service that competes with any Wayfare.ai product or service, partake in competitive analysis or benchmarking, or publicly disclose performance information or analysis concerning any Wayfare.ai Services.

2.7 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet access, personal computer with appropriate software, including updated operating systems, compatible web browsers and the like (collectively referred to as “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.

2.8 User accounts are personal and may only be used by the designated individual. While accounts are not transferrable, users can be changed or replaced with new individuals upon notifying Wayfare.ai.

2.9 The Customer is accountable for the actions and inactions of its employees, contractors, and Users, ensuring adherence to these Terms.

2.10 Should the Customer fail to meet these responsibilities or restrictions, Wayfare.ai reserves the right to suspend access to Services to address the issue and prevent any potential harm.

3. CONFIDENTIALITY

3.1 Subject to limitations set out in section 3.2, throughout the Term, when one Party discloses information to the other Party, whether it be spoken, written, in images or electronic form, it will be regarded as “Confidential Information.” For Wayfare.ai, Confidential Information encompasses the Wayfare Agents, non-public details about the features, functionality, and performance of Services. Customer Data is deemed the Customer’s Confidential Information. The Party receiving this information commits to preserving its confidentiality with, at a minimum, the same level of care it employs to safeguard its own confidential information, ensuring it adheres to a reasonable standard of care.

3.2 Certain information does not qualify as Confidential Information. The exclusions are as follow:

• Information that already belongs to the public domain at the time of its disclosure does not fall under the category of Confidential Information.

• Information that enters the public domain, without any wrongdoing or action by the receiving Party or any individual or entity to whom the receiving Party might have disclosed or granted access to such information, is not deemed Confidential Information.

• If the receiving Party obtains the information from an external source that is legally authorized to disseminate said information without an obligation of confidentiality, it does not constitute Confidential Information.

• Information independently conceived by the receiving Party without employing or having access to the disclosing Party’s Confidential Information is not classified as Confidential Information.

• In instances where the disclosing Party provides written consent, releasing the information from the obligations of confidentiality, it ceases to be Confidential Information.

  3.3 The receiving Party is obligated to refrain from disclosing any Confidential Information of the disclosing Party to any individual or entity, with two exceptions:

• The receiving Party may disclose the information to its agents who have a legitimate necessity to be privy to such information, and who are bound by confidentiality agreements with the receiving Party, which must be at least as stringent in protecting the disclosing Party’s Confidential Information as under these Terms.

• The receiving Party might be required by Danish authorities, through legal mandate, governmental or regulatory authority, securities exchange, valid subpoena, or court order, to disclose the information. In such cases, the receiving Party must promptly notify the disclosing Party (to the extent legally permissible), allowing for protective measures. In situations involving comparable requests from foreign authorities, the receiving Party must oppose these orders, promptly inform the disclosing Party, and share necessary details for protective measures.

  3.4 The receiving Party is prohibited from utilizing the disclosing Party’s Confidential Information for any purposes beyond exercising its rights and fulfilling its obligations under these Terms.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Wayfare.ai shall own and retain all rights, title and interest in and to the Services and the software on which it operates, all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing.

4.2 The Services are solely intended for the business operations and internal purposes of the Customer. The Customer must not engage in any form of commercial exploitation, reselling, or offering of the Services to third parties without obtaining prior written consent from Wayfare.ai.

4.3 Unless otherwise agreed with Wayfare.ai, any legal entities or persons not explicitly part of the Customer shall be considered third parties. This applies to external entities and individuals irrespective of their connection to the Customer, with the exception of group companies that are part of the same corporate group as the Customer (e.g., parent companies, subsidiaries, sister companies, affiliates, and associated entities).

4.4 Customer may however authorize an external consultant/company to use Customer’s own account on behalf of Customer, as long as the use is for Customer’s internal use only and Customer will be fully liable for such use as for any other User.

4.5 Except to the extent authorized or permitted in these Terms or by applicable law without the possibility of contractual waiver, Customer will not: (i) make commercial use of the Services (ii) copy, imitate, transfer or distribute any part of the content in the Services (electronically or otherwise), (ii) use any design elements, logos or trademarks or (iii) sublicense or assign the Customer’s account, right of use or access.

4.6 The Services may automatically generate design elements and code as part of its functionality. However, Wayfare.ai makes no warranty, representation, or guarantee that such automatically generated design elements and code are free from copyright restrictions. The Customer acknowledge that any automatically generated design elements and code are provided as-is, and Wayfare.ai disclaims all responsibility for the presence of third-party copyrights or potential infringement.

4.7 Wayfare.ai retains all rights, title, and interest in any proprietary know-how, techniques, methodologies, algorithms, and processes developed or utilized in connection with the Services. The Customer is granted access to use the Services, but no rights to reproduce, modify, distribute, or reverse-engineer the underlying know-how without explicit written consent from Wayfare.ai.

5. SECURITY

5.1 Wayfare.ai shall implement administrative, physical, and technical measures to safeguard the security, confidentiality, and integrity of Customer Data. While efforts will be made to maintain the security and integrity of data, Wayfare.ai does not warrant the exclusion of any security incidents.

5.2 Both Parties agree not to engage in activities that could harm the security of the Services. Sensitive information should be shared cautiously.

6. PAYMENT TERMS

6.1 Customer shall pay fees as specified in the Order Form, except if Customer is purchasing a Wayfare.ai product through a Wayfare.ai Partner. Payments which are already made are not refundable.

6.2 All prices are listed in EUR and are exclusive of any VAT or other taxes. Customer is responsible for payment of all taxes, unless explicitly stated otherwise.

6.3 If Customer fails to perform a payment for any reason, Wayfare.ai reserves the right to suspend Your access to the Services without any liability on our part, until Customer has paid in full any outstanding amounts owed to Wayfare.ai.

6.4 Wayfare.ai has the right to adjust fees annually with the Danish net price index, however minimum 3% of the previous fee on the anniversary of the Term. Wayfare.ai may adjust fees by providing 30 days’ notice.

7. TERM AND DURATION

7.1 The Terms shall remain in force for the duration of the Term.

7.2 Your subscription shall remain active through consecutive subscription periods until termination, unless otherwise stated in the Order Form. This indicates that your subscription will automatically renew upon the conclusion of each subscription period unless terminated pursuant to section 7.3.

7.3 Each Party can terminate the use of the Services with 1 month notice to the expiry of the initial term or any subsequent annual term. If a Party does not terminate the use of the Services, the use is extended for a new annual term.

7.4 A Party may terminate the Agreement for cause by notice in writing: if the other Party is in material breach of the Terms, including – without limitation – by i) failing to comply with applicable law, or ii) late payment, and fails to cure such breach within 30 days of receipt of written notice of such material breach from the non-breaching Party; or (ii) if the other Party becomes the subject of an insolvency event.

7.5 Upon termination, We will delete all information associated with your Account 90 days following the expiration of the Agreement.

7.6 The Agreement cannot otherwise be terminated by convenience by the Parties.

7.7 Upon termination, Customer must ensure that all Wayfare Agents are returned to Wayfare and/or deleted from any storage of any medium of Partner.

8. WARRANTY AND DISCLAIMER

8.1 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Wayfare.ai or by third-party providers, or because of other causes beyond Wayfare.ai’s reasonable control, but Wayfare.ai shall use reasonable efforts to provide notice in writing or by email of any scheduled service disruption. HOWEVER, WAYFARE.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AREPROVIDED “AS IS” AND WAYFARE.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8.2 Wayfare.ai does not warrant the Customer’s compliance with regulatory requirements, unless explicitly specified in the Agreement. Wayfare.ai shall not be liable for any Customer regulatory non-compliance, and the Customer is solely responsible for its regulatory obligations.

9. LIMITATION OF LIABILITY

9.1 The Parties are only liable for direct damages under the Agreement.

9.2 Indirect damages are special, indirect, consequential, or incidental damages, including loss of data, loss of goodwill, loss of revenue or interruption of business.

9.3 The Parties’ maximum exposure to liabilities, warranties or indemnifications whether in contract or tort, shall be limited to the last 12 months of paid fees. If there is not yet a history of 12 month’s fees, then the maximum shall be the average monthly payments x 12.

9.4 To the extent permitted by law, Wayfare.ai excludes all liability for damages in relation to the Customer installing, using or downloading third party materials in connection with the Services. Wayfare.ai makes no representations and provides no warranties in relation to third party materials. In particular, to the full extent permitted by law, Wayfare.ai excludes all liability for any damage (including, without limitation, loss of data, interruption to business and loss of profits) resulting from viruses or any other consequence of using or downloading any third party materials.

9.5 To the extent permitted by law, Wayfare.ai excludes all liability for the Wayfare Agents, as they are installed on the Customer’s environment and subject to Customer’s own control, configuration, management and hosting.

9.6 The above limitations do not apply in case of gross negligence or willful acts. Additionally, the limitations do not apply to breaches of intellectual property rights or confidentiality, including without limitation instances such as unauthorized disclosure or dissemination of source code.

10. SOLE REMEDY

10.1 In the event of any issues, problems, or deficiencies related to the Services or lack of compliance with the SLA, unless agreed otherwise in the Order Form or Service Level Agreement Your sole remedy shall be limited to Wayfare.ai’s reasonable efforts to rectify the situation and address the matter. Wayfare.ai shall endeavor to promptly investigate, diagnose, and address any reported issues in a commercially reasonable manner. The Customer acknowledge that Wayfare.ai’s actions in attempting to resolve such matters constitute your sole and exclusive remedy for any issues arising under these Terms.

11. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

11.1 This Agreement and performance under it shall be governed by, and construed in accordance with the laws of Denmark, without regard to any position of its choice of law principles and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods.

11.2 Any dispute arising out of or in connection with these Terms shall be subject to the Danish city court of Copenhagen.

12. MISCELLANEOUS

12.1 Wayfare.ai reserves the right to change these Terms from time to time by uploading a new version to Our website. If such changes are considered material, Wayfare.ai will provide the Customer 30 days’ notice of the changes by email. Your continued use of the Services after such changes will constitute acknowledgment and acceptance of the modified terms.

12.2 In the event of any conflict between the provisions of these Terms and any other document in the Agreement, including the Order Form, the Terms shall prevail, unless expressly stated otherwise in writing by both Parties.

123 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

12.4 The subscription, this Agreement and Customer’s account is not assignable, transferable or sub-licensable by Customer except with Wayfare.ai’s prior written consent.

12.5 Wayfare.ai reserves the right to transfer and assign the Agreement in its entirety, including all its rights and obligations, in the event of a business transfer, without requiring Customer’s explicit consent.

12.6 No agency, partnership, joint venture, or employment is created as a result of the use of the Services and Customer does not have any authority of any kind to bind Wayfare.ai in any respect whatsoever.

13. SUPPORT

13.1 We offer support services as detailed in the Service Level Agreement made between the Customer and Wayfare.ai.

13.2 We commit to using reasonable efforts to meet the response and resolution times as specified in the Service Level Agreement.

13.3 Note that availability, including the provision of dedicated resources and resolution times, can vary based on your chosen level of support services, as outlined in the Order Form or the SLA.