Last Updated: February 5, 2024
These End User Terms of Use (these “Terms”) describe the terms of the agreement (the “Agreement”) between Woflow Inc (“Woflow”) and End User and govern End User’s use of the Service (each as defined below).
“End User” means a person or entity that accepts and agrees to these Terms as of the earlier date (“Start Date”) where End User either clicks a box indicating its acceptance of these Terms or uses the Service. If End User is an individual, End User must be at least 18 years of age.
Woflow reserves the right to modify or update these Terms in its sole discretion. The effective date of such updates and/or modifications will be the earlier of: (a) 30 days from the date of such update or modification; or (b) the date End User next uses the Service.
IF END USER DOES NOT ACCEPT THESE TERMS, END USER MAY NOT ACCESS OR USE THE SERVICE. THE SERVICE IS INTENDED FOR END USER AND ITS AUTHORIZED USERS ONLY. IF END USER IS AN ENTITY, THE INDIVIDUAL ENTERING INTO THESE TERMS ON BEHALF OF SUCH ENTITY REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND THESE TERMS APPLY TO SUCH ENTITY.
If End User and Woflow have executed a written agreement governing End User’s access to and use of the Service as an “End User,” then the terms of such signed agreement will govern and will supersede these Terms.
1. SERVICE TERMS
1.1 Description of Service. Woflow’s proprietary, Link™ service, as it may be updated (the “Service”), enables the collection, updating and distribution of End User Data (defined below) to retail, delivery, commerce, payment, or other platforms used by End User which require such data in order to provide services to End User (“Platforms”). The data that may be processed through the Service (“End User Data”) is data related to End User’s products or business including, without limitation: (a) products and services information and descriptions;(b) related images, prices, and SKUs; (c) End User business information including location and hours; and (d) other information required from End User by the Platforms. The End User Data will be obtained by Woflow from End User directly or from others on End User’s behalf, including from access to a location specified by End User (each a “Source Location”).
1.2 Use of Service. On or after the Start Date, End User will:
(a) Either (i) deliver the End User Data to the Service directly or (ii) identify for Woflow the Source Location from which it may obtain the End User Data, including providing any required Access Information (defined below);
(b) Identify the Platforms to which End User Data is to be delivered by Woflow; and
(c) Indicate whether a particular Platform is to also receive updates to the End User Data as they become available (a “Sync Platform”).
Woflow grants End User a royalty-free, nonexclusive, nontransferable, worldwide right during the term of the Agreement (the “Term”), to use the Service to deliver or otherwise make the End User Data available to Woflow for delivery to Platforms and to otherwise use the Service as set forth in the online user manuals, help files, specification sheets, or other documentation regarding the Service made available by Woflow (“Documentation”) and these Terms. End User may allow its employees or subcontractors to use the Service on behalf of End User (“Users”).
1.3 Source Location Access Information. If End User identifies as a Source Location a third party service to which End User must log-in or use an API to access End User Data, then, to the extent needed for Woflow to obtain such End User Data, End User shall provide the following data (“Access Information”) to Woflow: (a) identifiers, like name, email address, and phone number; (b) login data, like End User’s username and password or a security token; and (c) verification data, to help verify End User’s identity and/or connect to the Source Location, including security questions and answers, documentary ID and one-time password (OTP). If End User provides Access Information to Woflow for a Source Location, End User gives Woflow permission and authority to act on End User’s behalf to access and obtain End User Data from such Source Location.
1.4 Restrictions. End User agrees to not, and to not allow Users to, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any related software, Documentation or data related to the Service; (b) benchmark, or monitor the availability, security, performance, or functionality of the Service, for any competitive purposes; (c) modify, translate, or create derivative works based on the Service; (d) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party’s business; (e) access the Service in order to build a competitive product or service or to copy its features or user interface; (f) other than Users, allow any third party not authorized by Woflow to access or view the Service; or (g) circumvent or disable any security or other technological features or measures of the Service or use the Service in a manner that Woflow reasonably believes poses a threat to the security of Woflow-controlled computer systems (each of (a) through (g), a “Prohibited Use”).
2. OBLIGATIONS
2.1 Woflow Obligations. Woflow is responsible for providing the Service in conformance with these Terms and applicable Documentation, including providing End User Data to Platforms. Those obligations include treating (a) login information for the Service, (b) personally identifiable information of End User and Users and (c) if applicable, Access Information for Source Locations (collectively, “Key End User Information”) and End User Data, securely and confidentially as described in these Terms.
2.2 End User Obligations. End User will use the Service only in accordance with the Documentation and in compliance with all applicable laws, including procurement and maintenance of any applicable licenses, permits and consents.
3. RIGHTS IN DATA AND OWNERSHIP
3.1 End User Data. End User hereby grants, and will grant, Woflow and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid-up, transferable, sublicensable, perpetual, and irrevocable license to copy, display, upload, disclose, store, and otherwise use End User Data to deliver End User Data to Platforms specified by End User and otherwise in connection with the operation of the Service. For Sync Platforms, End User agrees that Woflow may obtain and deliver to such Platforms updates to End User Data as it becomes available. End User agrees that Woflow’s right to use End User Data also includes the right for Woflow to resize, reformat, translate, organize and otherwise adjust the End User Data so that it satisfies the requirements of the particular Platform.
3.2 Data Rights. In addition to the other rights granted in these Terms, Woflow, its agents and subcontractors may (a) use the End User Data to create data derived or inferred from the End User Data and (“Derived Data”); and (b) collect and use information related to End User’s use of the Service (“Usage Data”). Woflow may use and disclose Usage Data and Derived Data that has been de-identified, anonymized, and/or aggregated, to support, test, develop, improve, and enhance its products and services and the products and services of its affiliates. Woflow shall not use End User Data in any way that violates any applicable law. Woflow shall be permitted to use Usage Data or Derived Data for general marketing purposes, so long as such information does not uniquely identify Usage Data or Derived Data obtained or derived from End User.
3.3 Required Disclosure. End User agrees that Woflow also may disclose End User Data and Key End User Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce the Agreement; (c) respond to claims that any such data violates the rights of third parties; (d) protect the rights, property, or personal safety of Woflow, its users or the public; or (e) as otherwise provided in the Privacy Policy (defined below).
3.4 Feedback. If End User provides suggestions, comments, and other feedback regarding the Service (collectively, “Feedback”), then End User grants Woflow a perpetual, irrevocable, royalty-free, worldwide, sublicensable, and transferable license to use, modify, distribute, display and otherwise exploit the Feedback.
3.5 Woflow Property. As between the parties, Woflow owns and retains all right, title, and interest in and to the Service, Feedback, Derived Data and Usage Data. Except for the limited license granted to End User in Section 1.2, Woflow does not, by means of these Terms or otherwise, transfer any rights in the Service to End User, and End User will take no action inconsistent with Woflow’s intellectual property rights in the Service, Feedback, Derived Data or Usage Data.
3.6 End User Property. As between the parties, End User owns and retains all right, title, and interest in and to the End User Data and Key End User Information and does not transfer to Woflow any rights in such data, except as described in these Terms.
4. CONFIDENTIALITY; SECURITY; PRIVACY
4.1 Confidentiality. The parties acknowledge that either party may receive non-public information which is proprietary or confidential to the other party or its affiliated companies. End User Data and Key End User Information is deemed to be confidential information of End User. The parties agree to hold the other party’s confidential information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever, other than to use or provide the Service or as otherwise described in these Terms. End User understands that Woflow will provide End User Data to the Platforms (specified by End User) and confirms that End User has separately agreed with such Platforms on any necessary confidentiality restrictions.
4.2 Security. End User uses the Service at its own risk. Woflow maintains industry-standard physical, technical, network, and administrative safeguards to protect Key End User Information. Such safeguards include encrypting Access Information consisting of login data and verification data. However, no security measures are ever fully secure or error free. Please keep this in mind when disclosing any Key End User Information to Woflow. Woflow is not responsible for circumvention of any privacy settings or security measures contained on the Service, or third party websites.
4.3 Privacy. End User understands and agrees that Woflow may collect and use personally identifiable information of End User and Users, including Key End User Information, in accordance with the Woflow Privacy Policy (located here), as it may be updated as provided therein (the “Privacy Policy”), and in accordance with these Terms.
5. REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties. Each party represents and warrants it has validly entered into these Terms and has the legal power to do so. End User represents and warrants to Woflow that throughout the Term, End User has the right to: (a) grant Woflow the licenses set forth in these Terms, including to allow Woflow to obtain the End User Data from the indicated Source Locations and to use, if necessary, Key End User Information to obtain that data; and (b) permit Woflow to exercise the rights in End User Data granted to Woflow hereunder, including for Woflow to modify and deliver the End User Data to Platforms as described in these Terms.
5.2 Disclaimer. THE SERVICE IS PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. WOFLOW AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. WOFLOW DOES NOT WARRANT THAT THE SERVICE (A) IS ERROR-FREE, (B) WILL PERFORM UNINTERRUPTED, OR (C) WILL MEET END USER’S REQUIREMENTS.
6. TERMINATION
6.1 Term. The Term of the Agreement begins on the Start Date and continues perpetually until terminated as provided below.
6.2 Woflow Suspension and Termination Rights. Woflow may immediately suspend the Agreement upon notice to End User (which may take the form of an e-mail) if Woflow reasonably believes that End User has violated the Agreement. Woflow may terminate the Agreement for cause immediately with written notice to End User if End User breaches these Terms. Woflow also may terminate the Agreement, with or without cause, upon at least 30 days’ prior notice to End User.
6.3 End User Termination Rights. End User may terminate the Agreement, with or without cause, by (a) providing Woflow with at least 30 days’ prior notice of such termination, or (b) by terminating all of End User’s commitments to Platforms to provide End User Data through the Service and notifying Woflow in writing of such terminations.
6.4 Effect of Termination. If the Agreement is terminated for any reason, Woflow will delete from the Service all End User Data and Key End User Information within 180 days from the date of such termination. However, End User agrees that Woflow is not obligated to require that Platforms that had previously received End User Data delete that data. The Platforms may continue to use the End User Data previously provided.The following provisions will survive the expiration or termination of the Agreement: Sections 3, 4, 5, 6, 7, 8, and 9.
7. INDEMNIFICATION
End User will indemnify, defend, and hold harmless Woflow, and its affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “Woflow Indemnified Parties”), from any third-party claim, demand, dispute, suit or proceeding related to: (a) End User or a User engaging in a Prohibited Use; or (b) End User’s breach of the representations and warranties in Section 5.1. The affected Woflow Indemnified Parties will: (a) give End User prompt written notice of any claim, action or demand for which indemnity is claimed; (b) give End User sole control over the defense and settlement of the claim, provided that End User will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of a Woflow Indemnified Party, without such indemnified party’s prior written approval such approval, not to be unreasonably withheld, conditioned or delayed; and (c) provide End User with reasonable cooperation, at End User’s expense, in connection with the defense and settlement of the claim.
8. LIMITATIONS OF LIABILITY
Notwithstanding anything to the contrary, except for End User’s obligations under Section 7, fraud, bodily injury of a person or any other matter that may not be disclaimed or limited under applicable law (collectively, “Exclusions”), neither party, nor its officers, affiliates, representatives, contractors or employees shall be responsible or liable with respect to the Service, End User Data, Key End User Information or any other subject matter of the Agreement under any contract, negligence, strict liability or other theory: (a) for error or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology, or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; or (c) for any matter beyond such party’s reasonable control. For all other claims except for Exclusions, neither party shall be liable under the Agreement for any amounts exceeding US$5,000, in each case, whether or not the party has been advised of the possibility of such damages.
9. MISCELLANEOUS
9.1 Entire Agreement. These Terms constitute the entire, final, and complete agreement between the parties with respect to the subject matter hereof. Failure to exercise any right under the Agreement will not constitute a waiver. Except as expressly provided herein, no modification of or amendment to the Agreement, nor any waiver of any rights under the Agreement, shall be effective unless in writing signed by both parties.
9.2 No Agency. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and End User does not have any authority of any kind to bind Woflow in any respect whatsoever. There are no third-party beneficiaries to the Agreement.
9.3 Export Controls. End User may not remove or export from theUnited States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
9.4 Force Majeure. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control of, and not caused by the negligence of, the non-performing party.
9.5 Governing Law; Jurisdiction. Prevailing Party. The Agreement shall be governed by the laws of the State of California, as applied to contracts performed entirely in such state. Subject to Section 9.6, any suit under the Agreement (other than to enforce a judgment or award) will be brought in the federal or state courts in the districts which include San Francisco, California. End User agrees and submits to the personal jurisdiction and venue of such courts. In any arbitration, action or proceeding to enforce rights under theAgreement, the prevailing party will be entitled to recover costs and attorneys’ fees, including expert witness fees.
9.6 Arbitration. If any dispute, controversy or claim arising under, out of or relating to the Agreement (a “Dispute”) cannot be settled by the parties within 30 days of written notice from either party to the other of such Dispute, then, except as set forth below, such Dispute, will be finally determined by arbitration conducted by JAMS by a single arbiter, selected in accordance with the JAMS rules. The place of such arbitration will be in San Francisco, California, U.S.A. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The arbitrator will apply the laws specified in Section 9.5 hereof to the merits of any dispute or claim. The sole and exclusive language of arbitration will be English. The judgment of the arbitration will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties. Judgment may be entered upon the arbitral award in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief with respect to its intellectual property rights hereunder.
9.7 Severability. 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.
9.8 Assignment. The Agreement is not assignable, transferable, or sublicensable by End User, including by operation of law, except with Woflow’s prior written consent. Woflow may transfer and assign any of its rights and obligations under the Agreement without consent. Any attempted assignment in violation of the foregoing is void.
9.9 Notices. Any notice provided by one party to the other in connection with the Agreement will be in writing and sent to End User at its address indicated in End User’s profile and to Woflow at 45 Belden Place, Suite 300, San Francisco, CA 94104.
