Terms of Service

Last Updated: 2024-08-07

Welcome to WellSaid Labs Inc. (“WellSaid”, “WellSaid Labs”, “We”, “Us” or “Our”) and our Terms of Service (“Terms”). Any references to “you” or “your” in these Terms of Service means the person or entities using the Services, including any person in your employ or under your control assisting you or acting on your behalf in your use of the Services. This means, among other things, that any of your employees, contractors, agents, or workforce members, who use the Services are bound by the Terms of Service and bind you as well. We have created a proprietary method that allows you to create lifelike synthetic voices. Our solution is designed to provide you ownership of the audio files generated by our Services. At all times, you own and are responsible for the content you use to create the audio files.

Please carefully and fully read these Terms because they govern your use of our services and products, which are made available through our website www.wellsaidlabs.com (the “Site”), and constitute a legally binding agreement between you and WellSaid. To make these Terms easier to read, the Site, and our products and services, are collectively referred to in these Terms as “Services.” You must fully accept these Terms in order to have the right to access the Services.

Agreement to Terms

By accessing, setting up an account, or otherwise using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, it’s simple: you may not use the Services.

Changes to Terms or Services

We reserve the right to modify the Terms and our Service offering at any time, in our sole discretion. While we are not required to provide notice, we will post a notice to changes on our Site. It’s important that you review the Terms whenever we modify them because continuing to use the Services after we have posted modified Terms on the Site is deemed acceptance of the updated Terms. If you don’t agree to be bound by the modified Terms, then please discontinue use of the Services immediately. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice to you, at our sole discretion.

Services

WellSaid’s text-to-speech services utilize generative model architecture and state-of-the-art neural text-to-speech (TTS) technology to generate high quality synthetic voiceover. The primary principle of the technology is to convert text into speech using machine learning models that generate accurate predictions for human voice output from the text it processes. These novel approaches to synthetic speech generation enable content creators to instantly generate audio output using WellSaid’s Voices that capture the intricacies of human speech such as advanced speech patterns, intonation, and tone.

Creating an Account

In order to access and use the Services, you will need to create an account (your “Account”). By creating an Account, you become a “User” and represent that you are eighteen (18) years or older and are not barred from using the Services under applicable law.

Your Account must be yours – you may not use the Services under the name of another person with the intent to impersonate that person, or use a username that is subject to rights of another person without appropriate authorization. We have a strict “No Robots” policy. You must be a human to use the Services and an automated account is not allowed. This policy also applies beyond Account creation to the general use of the Services. “Robot” (or automatic) activity is not allowed. Breach of this requirement may result in termination of your account.

We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false, or misleading, or to reclaim any username that you create through the Services that violates Our Terms. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify Us immediately if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account. WellSaid will not be liable for any loss you may incur as a result of unauthorized or improper use of your Account as a result of your failure to maintain the confidentiality and security of your username or password. You can be held liable for losses incurred by WellSaid as a result of unauthorized access to the Services, and you agree to reimburse WellSaid, upon request, for any expenses it incurs in investigating, mitigating, remedying, and reporting any data breaches, loss of data, or financial losses it incurs.

We encourage you to regularly change your password to help ensure your account’s security.

Since we empower our customers to manage and configure their own content and data for use, we cannot be held responsible for the security of the content or data you provide. However, to prevent unauthorized access, safeguard data accuracy, and maintain the appropriate use of our Services, we have put in place appropriate physical, technical, and administrative procedures to protect the data you submit. Understanding that the Internet is not 100% secure and new technology evolves and emerges, we cannot guarantee that our security measures will prevent third-party interference from illegally obtaining or tampering with your content or data. We hereby disclaim any liability for any breach of data, infringement of proprietary information, customer information, content, or other data. Ensuring the security of that content and data is your responsibility. You acknowledge and agree that all data made available to you through any portal, account, or login in connection with or through the Services shall be your responsibility to maintain securely. If you suspect a data breach or suspicious activity, please report it to us immediately.

It is your responsibility to provide and safeguard the devices and equipment you use to access the Services (such as laptops, tablets, and mobile devices) and to use appropriate security settings on those devices. If those devices are lost, stolen, or misplaced, others may be able to access your account and your information available through the Services using those devices, and you will be liable for the consequences of any unauthorized access to the Services. To the extent any software or applications are necessary for your equipment and devices to access or utilize the Services, you are solely responsible for obtaining and appropriately using such software or applications.

Payment Terms

WellSaid offers its Services under several different plans to suit your needs. In order to subscribe for an Account, you will need a valid credit card. For more information about how we handle credit card and other personally identifying and sensitive personal information you may provide us, please read our Privacy Policy at https://wellsaidlabs.com/legal?document=privacy_policy.

Accounts will be billed monthly starting on the day you sign up and then monthly thereafter. If you upgrade your Account plan, you will be billed immediately upon upgrading and then on that same date each subsequent month. Each bill paid ensures your access to portions of the Services that require payment for the next month. There are no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open Account. We treat everyone equally, so no exceptions will be made.

Downgrading your Account may cause the loss of content or features available to you at your current plan. WellSaid is not, and will not be held to be, liable for such loss. If you exceed your Account plan’s limits (e.g. you have created more audio files than allotted), your access may be restricted and you will need to upgrade to the next available plan.

If your billing method expires or changes, and you do not edit or update your billing information or cancel your account, we will send you a single courtesy notice regarding billing information discrepancies. If you fail to provide us with updated billing information more than three (3) days after notice is sent, WellSaid reserves the right to disable and terminate access to your account. You authorize us to continue billing during this notice period, and you will remain responsible for any uncollected amounts.

Service and Billing Time Zone

The U.S. time zone for WellSaid’s headquarters in Seattle, WA is PST/PDT. Customer support and business hours are all in PST/PDT. All billing and system logs are in EST (UTC-05). As of December 15, 2022, your account(s) will use UTC-05 for logs, reports, statistics, and billing. It’s not possible to change the time zone of a serving account. The time zone is set at the time of account creation.

Feedback

We welcome feedback, comments, and suggestions for improvements to the Services. You can submit feedback by emailing us at support@wellsaidlabs.com. You grant to Us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the feedback for any purpose.

Privacy Policy

Your privacy is important to us. We have adopted a Privacy Policy governing the Services and information practices and the choices you can make about the way your information is collected, stored, and used. Please review our Privacy Policy for information about the data we may collect and use. Our Privacy Policy is incorporated into these Terms, and is available at https://wellsaidlabs.com/legal?document=privacy_policy.As disclosed in the Privacy Policy, you agree and consent that WellSaid may share some or all of any personal information and account status information with all parent, affiliate, and subsidiary entities of WellSaid, and its contracted service providers and vendors providing services to WellSaid necessary for the operation and provision of the Services , unless otherwise prohibited by law or contract from doing so. You understand and agree that we may monitor and/or record any communications between you and WellSaid, or our third party service providers, for quality control and other permitted business purposes. You also understand and agree that this monitoring or recording may be done without any further notice to you or anyone acting on your behalf.

Audio Files Created

Our services allow you to generate audio files with synthetic voices dictating the text you have supplied. The synthetic voices themselves are proprietary to WellSaid; however, the Audio Files (in MP3, WAV, and/or OGG format) are provided to you for your own personal or commercial use provided you are in compliance with these terms including payment obligations. For clarity, You retain ownership in the audio files with a non-exclusive limited license to the embedded synthetic voice technology.

User Content and Conduct

Our Services allow you to create life-like synthetic speech that can be used in a variety of productive ways, and your use of our Services must not violate our Acceptable User Content Policy or our User Code of Conduct, as updated from time to time. We expressly reserve the right to terminate (or suspend) your account if you engage the services in violation of this policy. You can reach out for clarification of our User Consent and Conduct terms by emailing the Moderation Team at moderator@wellsaidlabs.com.

For purposes of these Terms, “User Content” means namely text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available or supplied by you to utilize with the Service. You are solely responsible for the User Content that you post to the Services, including its legality, reliability, and appropriateness.

User Content Ownership

You expressly represent and warrant to us:

Your User Content (i.e. text script) is yours (you own it) or you have the right to use it and to grant Us the limited rights and license as provided in these Terms in order to perform the Services;
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Your posting of User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, consent rights, or any other rights of any person. WellSaid reserves the right to pre-screen (which it may choose to exercise in its sole discretion) all User Content for compliance with our Terms of Service, Acceptable User Content policy, and User Code of Conduct, and we do have the right (but not the obligation) in our sole discretion, for any or no reason, to refuse or to remove any User Content that is available via the Service. WellSaid will have no obligation to provide a refund of any amounts previously paid by any user.

We claim no intellectual property rights over your User Content that you provide to or on the Service. User Content remains yours. WellSaid does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your own Content. Notwithstanding the foregoing, in order to provide you the Services you agree to grant Us a limited non-exclusive, non-transferable, non-sublicensable, worldwide license to use, copy, modify, distribute, publish, and process, solely in connection with the Service and without any further consent, notice and/or compensation to any User or others, any User Content and other information and content provided by Users in connection with using the Services. In addition we may use anonymized User Content to improve our services, troubleshoot matters, and general data analytics. We will never use User Content for commercial or promotional purposes unrelated to the WellSaid Services.

Acceptable User Content Policy

You agree NOT to:

use language or transmit User Content through the Services that is unlawful, non-consensual, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, sexist, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
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create content with WellSaid audio that may be considered hateful, sexually explicit, or illegal to intended audiences and non-seeking participants. This includes coupling WellSaid audio with profanity and offensive images, or other media containing obscene, sexually explicit, or excessively violent content;
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publish through the Services, any private information of someone (like their address or phone number) without their permission;
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impersonate another person, conduct yourself in an offensive manner, use our services for robo-calls or outbound calls, or use the Services for any unlawful, immoral, or harmful purposes.

User Code of Conduct

You agree to comply with all applicable federal, state, local, and international laws and regulations when using the Services. You shall not use the Services in any manner with the intent to interrupt, damage, disable, overburden, or impair the Services, or interfere with any other party's use and enjoyment of the Services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests. You may not, without our express written, prior permission, access, monitor, or copy any content or information provided in or through the Services using any data mining, robot, spider, scraper, or other automated means or any manual process for any purpose; take any action that imposes, or may impose, in our sole opinion, an unreasonable or disproportionately large load on our infrastructure; use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Services; decompile, reverse engineer, modify, or disassemble any of the software related to the services; deep-link to any portion of the Services for any purpose; or “frame,” “mirror,” or otherwise incorporate any part of the Services into any other website or application. You agree to cooperate with us to prevent any unauthorized hacking of the Services or unauthorized use thereof. You may not exploit software errors or vulnerabilities to manipulate the Services or WellSaids’ systems. You may not use the Services to publish, disseminate, or submit any defamatory, offensive, or illegal material. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Services.

You agree NOT to:

upload, post, or otherwise send or transmit or introduce any material that contains software viruses or any other computer codes, files, or programs designed to interrupt, harm, damage or destroy the Services;
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publish falsehoods or misrepresentations that could damage Us, Our Users, non-seeking participants, or any third party;
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represent yourself or your site as affiliated with Us, or Our staff without written permission;
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harass or threaten any other parties (i.e. consumers, users, listeners, WellSaid employees, personnel, contractors and consultants , etc) through the Services. Harassing behavior and language includes insults, ethnic and homophobic slurs, sexist language, defamatory statements, invasive statements that may infringe on a User’s privacy, or the transmission or sharing of any content that may cause another party (i.e. consumer, user, listener, etc.) to experience ridicule, threat, or discomfort;
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Violate any law, statute, ordinance, regulation, or these Terms;
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Violate any property or proprietary right of any third party, including any copyright, trademark, or right of publicity or privacy under the laws of any jurisdiction;
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Engage in Conduct that in any way damages, harms, or impairs the functioning of the Services and any WellSaid websites, platforms, applications, or portals used in connection with the Services.

The Acceptable User Content Policy and User Code of Conduct lists provide examples and are not intended to be complete or exhaustive. We don’t have an obligation to monitor your access to, or use of, the Services. We do, however, reserve the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to your Account or any Content that we consider, in our sole discretion, to be in violation of these Terms or otherwise harmful to the Services.

WellSaid reserves the right to seek all remedies available at law and in equity for violations of the Terms of Service. Wellsaid may, in its sole discretion, block access to the Services from a particular IP address. Wellsaid may also immediately terminate your use of the Services if it believes you are violating or have violated the Terms or Service or any other terms and conditions of your use of the Service incorporated in these Terms of Service. Wellsaid reserves the right to terminate the Services and these Terms of Service immediately for any or no reason without notice and without incurring any liability. Any termination of the Services does not limit or affect any other rights that Wellsaid may have.

Further, by breaching User Content and Conduct, you may commit a criminal offense under applicable law. We reserve the right to report any breach to the relevant law enforcement authorities and we may cooperate with those authorities.

Finally, You can remove your own User Content by specifically deleting it. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of the Content, nor are we responsible for any resulting harm, including monetary loss or damage.

WellSaid Content

Subject to your compliance with these Terms, WellSaid grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view Our content (“WellSaid Content”) solely in connection with your permitted use of the Services. For the purposes of these Terms, WellSaid Content shall include all text, graphics, images, site and screen layouts, arrangements and themes, music, software, audio, video, works of authorship by Us or Our affiliates of any kind, and information or other materials that are posted or generated by WellSaid or Our affiliates.

You have the right to view and access WellSaid Content. At no time is any User permitted to: (i) copy, transfer, sublicense, sell, lease, lend, rent or otherwise distribute WellSaid Content or the Services to any third party; (ii) decompile, reverse-engineer, disassemble, modify, or create derivative works of the Services or any WellSaid Content; or (iii) use the Services or WellSaid Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms. You acknowledge sole responsibility for and assume all risk arising from your use or reliance of any WellSaid Content.

WellSaid’s Election Policy

You agree NOT to:

Impersonate a political candidate, government official, or representative of an election authority for fraudulent purposes, including but not limited to disseminating false statements or directives related to voting procedures or campaign activities.
Use language or transmit User Content through the Services that is aimed at influencing or disrupting election processes, including but not limited to spreading false information about candidates, parties, or voting procedures.
Create content with WellSaid audio that promotes or encourages voter suppression, intimidation, or misinformation regarding election dates, polling locations, or voting eligibility requirements.
Use WellSaid voices to create content that harasses or intimidates individuals or groups based on their political beliefs, affiliations, or activities, including but not limited to using the Services to coordinate or incite acts of violence, vandalism, or voter intimidation targeting specific demographics or communities.
Engage in efforts to spread disinformation, or artificially inflate or suppress public sentiment related to political candidates or issues.

Intellectual Property

The Services contain material that is protected by United States and international copyright, trademark laws and regulations and other proprietary and protected information, including, but not limited to, audio, video, graphic, photographic and text information and all WellSaid Content. WellSaid and any of its licensors exclusively own all right, title and interest in and to the Services and WellSaid Content, including all associated intellectual property rights. You acknowledge that the Services and WellSaid Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services and WellSaid Content. Further You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works or in any way exploit any of the WellSaid Content, in whole or in part. Any violation of these restrictions may result in intellectual property infringement that may subject you to civil and/or criminal penalties. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from a submission or use of information protected by intellectual property rights in a third party, if such submission or use is made without express permission of the intellectual property rights holder.

DMCA/Copyright Policy

WellSaid respects copyright law and expects its Users to do the same. It is Our policy to terminate in appropriate circumstances the Accounts of Users who repeatedly infringe the rights of copyright holders.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Content infringes your copyright, you (or your agent) may send Us a notice requesting that the Content be removed or access to it blocked. Federal law requires that your notification include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit Us to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The notification must be sent to:

WellSaid Labs, Inc.

Attn: Legal Department

113 Cherry St

Ste 52562

Seattle, Washington 98104-2205 US

legal@wellsaidlabs.com

We provide the above contact information for purposes of the DMCA only and reserve the right to respond only to correspondence that is relevant to this purpose.

Links and Advertisements of Third Party Websites or Resources

The Services may contain links to or advertisements of third-party websites (that are not affiliated with you or other Users) or resources. We are not responsible for the content, products, or services on or available from those advertisements, websites, resources, or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

Indemnity

You agree to defend, indemnify, and hold harmless WellSaid, or its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, or expenses (including but not limited to attorneys’ fees), to the extent allowed by applicable law, that arise from or are caused by: (i) your use of and access to the Services; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any proprietary, trademark, copyright, property, moral or privacy right; or (iv) any claim that your Content caused damage to any third party. The term “your” includes any of your employees, agents, contractors, workforce members, or any individual or entity accessing the Services using your credentials, whether authorized or not. This section shall survive these Terms and your use and termination of the Services.

Termination and Modification

We may terminate your access to and use of the Services and Account, at our sole discretion, at any time, for any reason, and without advance notice to you. If we have reason to believe that you have engaged in any prohibited activities referenced or described in these Terms of Service or have otherwise breached your obligations under these Terms or Service, we may terminate, suspend, or limit your access to or use of the Services; notify law enforcement, regulatory authorities, impacted third parties, or others as we deem appropriate; refuse to provide the Services to you in the future; and/or take legal action against you. You may also cancel your Account by emailing support@wellsaidlabs.com, giving us at least thirty (30) days notice prior to your intended termination date. If We terminate your access to the Services and your Account, and you have not violated these Terms, you may be eligible for a proration of the amount of your current billing cycle.

If we modify these Terms of Service, we will post the modification on the Services and provide you with notice of the modification. We will also update the “Last Updated Date” at the top of the home page of any website governed by these Terms of Service. By continuing to access or use the Services after we have posted a modification on the Services or have provided you with notice of a modification, you are affirming that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Services.

Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, indemnification, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

YOU UNDERSTAND AND AGREE THAT ANY INFORMATION STORED ON OR ACCESSIBLE VIA THE SERVICE IS STORED AND ACCESSIBLE AT YOUR OWN DISCRETION AND RISK AND THAT WELLSAID WILL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO THE INFORMATION OR LOSS OF ACCESS TO INFORMATION AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

Limitation of Liabilities

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT REMAINS WITH YOU. NEITHER WELLSAID NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, MOBILE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WELLSAID HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL WELLSAID’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO WELLSAID FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100) WHICHEVER IS GREATER. LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WELLSAID AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Dispute Resolution

We prefer to resolve things amiably when possible; therefore, you agree to the following dispute resolution policy in connection with any potential claims or disputes arising from your use of the Services. You and WellSaid 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 or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND WELLSAID ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WELLSAID OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS SPECIFIC PARAGRAPH IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS “DISPUTE RESOLUTION” SECTION WILL BE DEEMED VOID. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THIS “DISPUTE RESOLUTION” SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS.

Start by notifying us of your dispute by sending a notice to support@wellsaidlabs.com.

Informal Negotiations: Parties to a dispute concerning the Terms, the Privacy Policy, or the use of the Services will attempt to informally negotiate a potential settlement or resolution to the dispute;
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Mediation: In the event that informal negotiations are unsuccessful, the parties agree to follow the mediation procedures set forth by the American Arbitration Association (AAA) to resolve the dispute;
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Binding Arbitration: If for any reason mediation is unsuccessful or unavailable to the parties, parties agree to submit to binding arbitration in the jurisdiction of the State of Washington. Each of us is responsible for paying our own filing, administrative and arbitrator fees. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

Entire Agreement and Additional Terms

These Terms constitute the entire and exclusive understanding and agreement between WellSaid and You. These Terms supersede and replace any and all prior oral or written understandings or agreements between Us. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

These Terms of Service and any action related thereto will be governed by the laws of the State of Washington without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in Seattle, Washington and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

You may not assign or transfer these Terms, by operation of law or otherwise, without Our prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. WellSaid may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by WellSaid under these Terms, including those regarding modifications to these Terms, will be given by Us (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

WellSaid’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WellSaid. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Questions & Contact Information

If you have any questions regarding these Terms, please email us at support@wellsaidlabs.com.

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