Legal

Terms of Service

Last updated — January 1, 2023

Agreement to Our Legal Terms

Waking Digital LLC ("Company," "we," "us," "our") operates services that refer or link to these legal terms (the "Legal Terms"). Contact: shane@wakingdigital.com.

These Legal Terms constitute a legally binding agreement between you and Waking Digital LLC concerning access to and use of the Services.

By accessing the Services, you agree to be bound by all Legal Terms. If you do not agree, you are prohibited from using the Services and must discontinue immediately.

Supplemental terms posted on the Services are incorporated by reference. The company reserves the right to modify these terms at any time. Changes are indicated by updating the "Last updated" date. Continued use constitutes acceptance of revised terms.

1. Our Services

Information provided is not intended for distribution where such would violate law or regulation. Users accessing the Services from other locations are solely responsible for compliance with local laws.

2. Intellectual Property Rights

Our Intellectual Property

Waking Digital LLC owns or licenses all intellectual property rights in the Services, including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the "Content"), as well as trademarks, service marks, and logos (the "Marks").

Content and Marks are protected by copyright and trademark laws and treaties in the United States and worldwide. They are provided "AS IS" for personal, non-commercial use or internal business purposes only.

Your Use of Our Services

Subject to compliance with these Legal Terms, the company grants a non-exclusive, non-transferable, revocable license to:

  • Access the Services
  • Download or print any portion of Content to which you have properly gained access

This is solely for personal, non-commercial use or internal business purposes.

No part of the Services, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or exploited for commercial purposes without express prior written permission.

For other uses, contact shane@wakingdigital.com. If permission is granted to post or display Content, you must identify the company as owner/licensor and ensure copyright notices are visible.

All rights not expressly granted are reserved. Any breach of Intellectual Property Rights constitutes material breach and immediately terminates your use rights.

Your Submissions

By sending questions, comments, suggestions, ideas, feedback, or information about the Services ("Submissions"), you agree to assign all intellectual property rights in such Submission to the company. The company shall own the Submission and be entitled to unrestricted use and dissemination for any lawful purpose without acknowledgment or compensation.

By sending Submissions, you:

  • Confirm you have read and agree with "PROHIBITED ACTIVITIES" and will not post illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening, sexually explicit, false, inaccurate, deceitful, or misleading content
  • Waive moral rights to Submissions to the extent permissible by law
  • Warrant Submissions are original or you have necessary rights to submit them
  • Warrant Submissions do not constitute confidential information

You are solely responsible for Submissions and agree to reimburse the company for losses from your breach, third-party intellectual property violations, or applicable law violations.

3. User Representations

By using the Services, you represent and warrant:

  1. You have legal capacity and agree to comply with these Legal Terms
  2. You are not a minor in your jurisdiction
  3. You will not access the Services through automated or non-human means
  4. You will not use the Services for illegal or unauthorized purposes
  5. Your use will not violate applicable law or regulation

If you provide untrue, inaccurate, outdated, or incomplete information, the company may suspend or terminate your account and refuse all current or future use.

4. Prohibited Activities

The Services may not be used except for purposes the company makes available. Services may not be used for commercial endeavors except those specifically endorsed or approved.

You agree not to:

  • Systematically retrieve data or content to create collections, compilations, databases, or directories without written permission
  • Trick, defraud, or mislead the company and users, especially regarding sensitive account information
  • Circumvent, disable, or interfere with security features
  • Disparage, tarnish, or harm the company and/or Services
  • Use information obtained to harass, abuse, or harm another person
  • Misuse support services or submit false abuse reports
  • Use the Services inconsistently with applicable laws or regulations
  • Engage in unauthorized framing of or linking to the Services
  • Upload or transmit viruses, Trojan horses, or interfering material (including excessive capitals and spam)
  • Engage in automated system use, such as scripts for comments or data mining tools
  • Delete copyright or proprietary notices from Content
  • Attempt to impersonate another user or use their username
  • Upload material that acts as information collection or transmission mechanisms (GIFs, pixels, web bugs, cookies, spyware)
  • Interfere with, disrupt, or burden the Services or connected networks
  • Harass, annoy, intimidate, or threaten employees or agents
  • Bypass access prevention measures
  • Copy or adapt Services software, including Flash, PHP, HTML, JavaScript
  • Decipher, decompile, disassemble, or reverse engineer software
  • Use automated systems like spiders, robots, scrapers, or offline readers
  • Use buying or purchasing agents
  • Collect usernames/email addresses for unsolicited email or create accounts under false pretenses
  • Use the Services to compete with the company or for revenue-generating endeavors

5. User Generated Contributions

The Services may provide opportunities to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials, including text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information (collectively, "Contributions").

Contributions may be viewable by other users and third-party websites.

6. Contribution License

The company and Services agree to access, store, process, and use information and personal data you provide and your choices. By submitting suggestions or feedback, you agree the company may use and share such feedback for any purpose without compensation.

The company does not assert ownership over Contributions. You retain full ownership of all Contributions and associated intellectual property rights.

The company is not liable for statements or representations in your Contributions. You are solely responsible for Contributions and agree to exonerate the company from responsibility and refrain from legal action.

7. Services Management

The company reserves the right, but not the obligation, to:

  • Monitor the Services for Legal Terms violations
  • Take appropriate legal action against anyone violating law or Legal Terms, including reporting to law enforcement
  • Refuse, restrict, limit availability, or disable Contributions or portions thereof
  • Remove or disable files and content that are excessive in size or burdensome to systems
  • Manage the Services to protect rights and property and facilitate proper functioning

8. Term and Termination

These Legal Terms remain in full force while you use the Services. The company reserves the right to deny access and use of the Services to any person for any reason, including breach of representations, warranties, covenants, or applicable law, without notice or liability.

The company may terminate your use or participation or delete any posted Content at any time, without warning, at its sole discretion.

If your account is terminated, you are prohibited from registering new accounts under your name, fake names, or third-party names. The company reserves the right to pursue civil, criminal, and injunctive redress.

9. Modifications and Interruptions

The company reserves the right to change, modify, or remove Services contents at any time without notice but has no obligation to update information.

The company is not liable for modification, price changes, suspension, or discontinuance.

Services availability is not guaranteed. The company may experience hardware, software, or other problems requiring maintenance, resulting in interruptions, delays, or errors. You agree the company has no liability for loss, damage, or inconvenience from inability to access Services during downtime.

Nothing obligates the company to maintain support or supply corrections, updates, or releases.

10. Governing Law

These Legal Terms are governed by and defined following the laws of the applicable jurisdiction to resolve disputes. You irrevocably consent that courts in that jurisdiction have exclusive jurisdiction to resolve disputes.

11. Dispute Resolution

Informal Negotiations

To expedite resolution and control dispute costs, parties agree to attempt informal negotiation for a specified period before initiating arbitration, except for disputes expressly excepted. Negotiations commence upon written notice.

Binding Arbitration

Disputes arising from these Legal Terms shall be referred to and resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to ICAC Rules.

Arbitration is limited to disputes between parties individually. Parties agree that (a) no arbitration shall join other proceedings; (b) no class-action basis exists; and (c) no representative capacity disputes are permitted.

Exceptions to Informal Negotiations and Arbitration

The following disputes are not subject to informal negotiations or binding arbitration:

  • Disputes seeking to enforce or protect intellectual property rights validity
  • Disputes related to theft, piracy, invasion of privacy, or unauthorized use
  • Claims for injunctive relief

If found illegal or unenforceable, disputes shall be decided by competent jurisdiction courts, and parties agree to submit to personal jurisdiction.

12. Corrections

The Services may contain typographical errors, inaccuracies, or omissions in descriptions, pricing, availability, and other information. The company reserves the right to correct errors and update information at any time without notice.

13. Disclaimer

THE SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE." YOUR USE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE COMPANY MAKES NO WARRANTIES ABOUT ACCURACY OR COMPLETENESS OF SERVICES CONTENT OR LINKED CONTENT AND ASSUMES NO LIABILITY FOR (1) CONTENT ERRORS, MISTAKES, OR INACCURACIES, (2) PERSONAL INJURY OR PROPERTY DAMAGE FROM ACCESS OR USE, (3) UNAUTHORIZED ACCESS TO SECURE SERVERS OR STORED INFORMATION, (4) TRANSMISSION INTERRUPTIONS, (5) BUGS, VIRUSES, OR TROJAN HORSES, OR (6) ERRORS OR OMISSIONS OR RESULTING LOSS OR DAMAGE.

THE COMPANY DOES NOT WARRANTY, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THIRD-PARTY PRODUCTS OR SERVICES, HYPERLINKED WEBSITES, OR FEATURED WEBSITES IN BANNERS, AND IS NOT RESPONSIBLE FOR MONITORING TRANSACTIONS BETWEEN USERS AND THIRD PARTIES.

14. Limitations of Liability

THE COMPANY AND ITS DIRECTORS, EMPLOYEES, OR AGENTS ARE NOT LIABLE TO YOU OR THIRD PARTIES FOR DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, REVENUE, DATA, OR OTHER DAMAGES FROM SERVICE USE, EVEN IF ADVISED OF POSSIBILITY.

LIABILITY IS LIMITED TO AMOUNTS PAID BY YOU TO THE COMPANY DURING THE SIX MONTHS PRIOR TO ANY CAUSE OF ACTION. CERTAIN US STATE AND INTERNATIONAL LAWS DO NOT ALLOW LIABILITY LIMITATIONS OR DAMAGE EXCLUSIONS. IF APPLICABLE, YOU MAY HAVE ADDITIONAL RIGHTS.

15. Indemnification

You agree to defend, indemnify, and hold the company, subsidiaries, affiliates, officers, agents, partners, and employees harmless from loss, damage, liability, claims, or demands (including attorneys' fees) arising from:

  1. Your Contributions
  2. Service use
  3. Legal Terms breach
  4. Breach of representations and warranties
  5. Violation of third-party rights, including intellectual property
  6. Harmful acts toward other users

The company reserves the right to assume exclusive defense and control of any matter requiring indemnification at your expense. You agree to cooperate at your expense in defense. The company will use reasonable efforts to notify you of such claims.

16. User Data

The company maintains data you transmit for Services management performance and use-related data. Although regular backups occur, you are solely responsible for transmitted data and activity-related data.

You agree the company has no liability for data loss or corruption and waive any action against the company for such loss or corruption.

17. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending emails, and completing forms constitute electronic communications. You consent to electronic communications and agree that all agreements, notices, disclosures, and other communications satisfy legal requirements for written communication.

YOU AGREE TO USE ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND TRANSACTION RECORDS. YOU WAIVE RIGHTS OR REQUIREMENTS UNDER STATUTES, REGULATIONS, RULES, OR LAWS REQUIRING ORIGINAL SIGNATURES, NON-ELECTRONIC RECORDS, OR NON-ELECTRONIC PAYMENT METHODS.

18. Miscellaneous

These Legal Terms and company policies constitute the entire agreement between you and the company. The company's failure to exercise rights does not waive such rights. Terms operate to the fullest extent permissible by law.

The company may assign rights and obligations to others at any time. The company is not responsible for losses caused by events beyond reasonable control.

If any provision is deemed unlawful, void, or unenforceable, it is severable and does not affect remaining provisions.

No joint venture, partnership, employment, or agency relationship exists. Terms are not construed against the company by virtue of drafting. You waive defenses based on electronic form and lack of execution signatures.

19. Waking Digital SMS/MMS Terms of Use

  1. When opted-in, you will receive text messages (SMS/MMS) from Waking Digital LLC to your mobile number. Messages may include account notifications, delivery updates, and marketing/promotional messages.
  2. Message frequency varies depending on use case.
  3. Cancel messaging at any time by texting "STOP." The company will confirm unsubscription via SMS. Rejoin anytime by signing up again.
  4. For assistance, reply with "HELP" or contact shane@wakingdigital.com.
  5. Carriers are not liable for delayed or undelivered messages.
  6. Message and data rates may apply. Contact your wireless provider for questions about text or data plans.

20. Contact Us

To resolve complaints or receive further information, contact: shane@wakingdigital.com.