These Hey, Walt! Platform Terms and Conditions (these “Terms”) are entered into as of the Effective Date between Hey, Walt!, Inc. (“Hey, Walt!”, “us” or “we”) and the individual placing an order for or accessing any Services ("Subscriber" or "you"). Hey, Walt! and Subscriber are each a “Party” and together the “Parties.” These Terms apply only to individual subscriptions to the Services for personal use. Capitalized terms not defined in context have the meaning given in Section 1 below.

‍PLEASE READ THE FOLLOWING TERMS CAREFULLY

‍‍BY CLICKING “I ACCEPT” WHEN REGISTERING FOR THE SERVICES, OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS ARE LEGALLY BINDING UPON IT.

‍Binding Arbitration. These Terms provide that all disputes between you and Hey, Walt! that in any way relate to these Terms or your use of the Services will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review Section 14 for the details regarding your agreement to arbitrate any disputes with Hey, Walt!.

Definitions

"AI Features” means any features and/or functionality of the Services powered by artificial intelligence (including machine learning).
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"Application” means any mobile application released by Hey, Walt! associated with the Services.
“Beta Services” means services or features identified as “alpha,” “beta,” or “evaluation,” or words or phrases with similar meanings.
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“Content” means all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the Services and the Website.
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“Documentation” means any documentation provided or made available by Hey, Walt! to Subscriber under these Terms concerning use of the Services.
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“Effective Date” means the earlier of: (a) the date Subscriber first accesses the Services; or (b) the date Subscriber registers to use the Services.
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“Hey, Walt! Technology” means, individually or collectively, the Services, AI Features, the Documentation, the Application, the Website, the Content, and any other software, technology, or data provided by Hey, Walt! to Subscriber, including any Updates to these items.
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“Services” means Hey, Walt!’s relationship intelligence platform to increase sales, as further described on the Website.
“Subscriber Data” means text, communications, photographs, or other data uploaded to or transmitted through the Services by Subscriber.
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“Third-Party Technology” means any software, source code, object code, models, processes, methods, algorithms, inventions, APIs, SDKs, or other technology which is not owned by Hey, Walt!.
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“Updates” means periodic enhancements, updates, new features, new functionalities, or other improvements or changes to the Services or any other Hey, Walt! Technology.
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“Website” means heywalt.ai.

Grants of Rights & Restrictions

Right to Use Services. Subject to your strict compliance with these Terms, including the payment of all applicable Subscription Fees (defined in Section 4.4 below), Hey, Walt! hereby grants to Subscriber a non-exclusive, non-sub-licensable, non-transferable, royalty-free right during the applicable Subscription Period (defined in Section 4.4 below) to use and access the Services for Subscriber’s personal, non-commercial use. The grant of rights to the Services is personal to you and you may not share its access rights and/or credentials with any other individual.
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License to Documentation. Hey, Walt! hereby grants to Subscriber a non-exclusive, non-sublicensable, non-transferable, revocable, and royalty-free license during the applicable Subscription Period to use, copy, and reproduce Documentation as reasonably necessary to support Subscriber’s use of the Services.
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License to Application. Subject to your strict compliance with these Terms, including the payment of all applicable Subscription Fees (defined in Section 4.4 below), Hey, Walt! hereby grants to Subscriber a non-exclusive, non-sub-licensable, non-transferable, royalty-free, revocable license during the applicable Subscription Period (defined in Section 4.4 below) to install and use one object code copy of the Application on Subscriber’s mobile device that it owns or controls for Subscriber’s personal, non-commercial use.
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Right to Use Website. Subject to your strict compliance with these Terms, Hey, Walt! hereby grants to Subscriber a non-exclusive, non-sub-licensable, non-transferable, royalty-free right during the Term (defined in Section 7.1 below) to use and access the Website for Subscriber’s personal, non-commercial use.
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Registering an Account; Login Credentials. Notwithstanding anything to the contrary, in order to use the Services, you must register and maintain an account with Hey, Walt!. In registering an account, you will be asked to provide a valid name and e-mail address. You are responsible for keeping your account registration information current and may update this through the Services. Subscriber will be solely responsible for securing and keeping confidential any login credentials for the Services (“Access Credentials”) and will immediately notify Hey, Walt! of any unauthorized use or disclosure of Access Credentials.
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Eligibility. By registering to use the Services, you represent and warrant to Hey, Walt! that you are at least 18 years old and are located within the United States. If you are not 18 years old or are located outside of the United States, you are not authorized to use the Services, you must immediately cease all use of the Services, and these Terms are hereby automatically terminated. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these Terms and you agree to be bound by these Terms.
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Restrictions. Other than as expressly authorized in these Terms, the rights and licenses granted to Subscriber in this Section 2 do not include any right to, and you will not, and will not permit anyone to, do any of the following: (a) modify, translate, or create a derivative work of any portion of the Hey, Walt! Technology; (b) sell, lease, loan, provide, distribute or otherwise transfer any portion of the Hey, Walt! Technology to any third-party or remove any Content from the Services or Application; (c) reverse engineer, disassemble, or otherwise attempt to gain access to the source code of Hey, Walt! Technology; (d) display or disclose any portion of the Services, Application, or Content to any other person; (e) remove, alter, or cover any copyright notices or other proprietary rights notices placed on or in any part of the Services, Application, or Content; (f) merge the Content with any other database; (g) use the Services or Content for any illegal purpose or in violation of any local, state, national, or international law; (h) violate, or encourage others to violate, any right of a third-party, including by infringing or misappropriating any third-party intellectual property right; (i) post, upload, or distribute any Subscriber Data or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; (j) use the Services or Content to create any competing product, services, or database; (k) interfere with security-related features of the Services, including by disabling or circumventing features that prevent or limit use or copying of any content; (l) interfere with the operation of the Services or any user’s enjoyment of the Services, including by (i) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code, (ii) making any unsolicited offer or advertisement to another user of the Services, (iii) attempting to collect, personal information about another user or third-party without consent, or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services, or violating any regulation, policy, or procedure of any network, equipment, or server; (m) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Services account without permission, or falsifying your age or date of birth; or (n) permit or cause any third-party to do any of the foregoing.
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Feedback. If you provide any feedback, suggestions, or comments (“Feedback”) to Hey, Walt! concerning the functionality and performance of any portion of the Services or Website (including identifying potential errors and improvements), Hey, Walt! will be free to use that Feedback for any purpose without payment or restriction.
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Changes to the Services. Hey, Walt! may modify the Services from time to time through periodic Updates. Hey, Walt! reserves the right to charge additional fees for Updates that add material new modules, features, or functionality (provided that Subscriber is not obligated to purchase those features unless agreed by Subscriber, including upon renewal of the next Subscription Period (as defined in Section 4.4)).
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All Rights Reserved. All rights and license not expressly granted by Hey, Walt! under these Terms are reserved.

Maintenance and Support. Hey, Walt! will use its commercially reasonable efforts to provide Subscriber with technical support for the Services during the Term. Support inquiries should be directed to info@heywalt.ai. While Hey, Walt! generally maintains support hours between 9am – 5pm MT, Hey, Walt! does not guarantee that support will always be available. Additionally, Hey, Walt! does not guarantee that any support will resolve Subscriber’s problems. Additional support services may be available and may be purchased by Subscriber.

Subscription Pricing & Payment

General. Use of the Services, or certain features of the Services, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. dollars and are non-refundable, except as required by law.
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Price. Hey, Walt! reserves the right to determine pricing for the Services. Hey, Walt! will make commercially reasonable efforts to keep pricing information published on the Services up to date. Hey, Walt! may change the fees for any feature of the Services, including by adding additional fees or charges, if Hey, Walt! gives you advanced notice of charges before they apply. Hey, Walt! may, at its sole discretion, make promotional offers with different features and different pricing to any of Hey, Walt!’s customers. These promotional offers, unless made to you, will not apply to you or these Terms.

Authorization. Hey, Walt! currently uses the third-party payment processor Stripe (“Stripe”), but we may direct you to use a different payment processor at our sole discretion (Stripe, or another designated payment processor, the “Payment Processor”). Payments you make through the Services are processed by the Payment Processor and may be subject to additional terms. You authorize Hey, Walt! and the Payment Processor to charge all sums for the orders you make, including all applicable taxes, to the payment method specified in your account. Hey, Walt! and/or the Payment Processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
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Subscription Fees. The Services may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Services”). The “Subscription Billing Date” is the first of the month; provided that the first payment, which is pro-rated if Subscriber chooses the monthly Subscription Fee, is due on the date when you purchase your first subscription to the Services or the date when your Trial Period (defined in Section 4.6 below) ends. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (this period the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration of the Initial Subscription Period (the Initial Subscription Period and every renewal period are each referred to as a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. For information on our current subscription fees (“Subscription Fees”), please see our pricing page at https://heywalt.ai/pricing. If you activate a subscription, then you authorize Hey, Walt! or its Payment Processor to periodically charge, on a going forward basis and until cancellation of the Subscription Service or these Terms, all accrued sums. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account.
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Refunds. Except as otherwise expressly provided for in these Terms, all payments made for Subscription Services, once paid, are non-refundable, and there are no refunds or credits for partially used period.
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Free Trials. Hey, Walt! may make the Services or certain features of the available on a trial basis at its sole discretion (“Free Trial”) for a trial period designated by Hey, Walt! (or if not designated, thirty days) (the “Trial Period”). The Free Trial will automatically terminate at the end of the Trial Period. Notwithstanding anything to the contrary, Free Trials are provided as-is without any warranty of any kind, express or implied. Hey, Walt! will have no obligation to maintain, correct, update, or otherwise support Free Trials and may discontinue Free Trials at any time with or without notice. Upon expiration of the Trial Period, the Initial Subscription Period will automatically begin unless you terminate the Subscription Service prior to the end of the Trial Period in accordance with Section 4.4.
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Taxes. Other than net income taxes imposed on Hey, Walt!, Subscriber will bear all taxes, duties, and other governmental charges resulting from these Terms. Subscriber will pay any additional taxes as are necessary to ensure that the net amounts received by Hey, Walt! after all of those taxes are paid are equal to the amounts that Hey, Walt! would have been entitled to in accordance with these Terms as if the taxes did not exist.

Ownership and Intellectual Property

Hey, Walt! Technology. Hey, Walt! owns, and will retain ownership of, all right, title, and interest, including intellectual property rights, in and to the Hey, Walt! Technology. Except for the limited licenses and rights granted in Section 2, nothing herein grants to Subscriber, or should be construed to grant to Subscriber, any right, title, or interest in or to the Hey, Walt! Technology.
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Subscriber Data. As between Hey, Walt! and you, you will be the exclusive owner of all Subscriber Data. You will comply with all applicable legal requirements, including obtaining prior consent or licenses if necessary, when transferring or otherwise making available Subscriber Data to Hey, Walt!. You are responsible for ensuring that you have, and will continue to have, the right to upload, or provide access to, the Subscriber Data to Hey, Walt! to perform its obligations under these Terms.
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Hey, Walt! Data Usage
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Use of Subscriber Data. Except as otherwise permitted by these Terms, Hey, Walt! will access and use Subscriber Data solely for purposes of providing the Services, delivering maintenance and support, and otherwise performing its obligations under these Terms. Hey, Walt!’s permitted use of Subscriber Data under this Section 5.3 includes the right for Hey, Walt! to share Subscriber Data with its service providers and other agents and subcontractors of Hey, Walt!, solely for purposes of providing the Services.
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Use of Usage Data. Hey, Walt! may generate aggregate, deidentified data from your use of the Services and Subscriber Data (“Usage Data”) and use it to operate, improve and support the Services and for other lawful business purposes, including benchmarking and reports. Any use or disclosure of Usage Data will not be identifiable to you or any other individual person.
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Data Protection. For so long as Hey, Walt! is in possession or control of any Subscriber Data, Hey, Walt! will implement and maintain commercially reasonable and industry standard administrative, physical, and technical measures designed to protect Subscriber Data from any unauthorized access or use.
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Privacy Policy.  Please read the Hey, Walt! Privacy Policy available at https://heywalt.ai/privacy-policy (“Privacy Policy”) carefully for further information relating to our collection, use, storage, and disclosure of your personal information.  The Privacy Policy is incorporated by reference into, and made a part of, these Terms.

AI Terms

Responsible Use. You agree to use the AI Features available on the Service and the Outputs (as defined below) in compliance with all applicable laws, statutes, and regulations.
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Output. Subscriber may submit Subscriber Data and other information (including by submitting queries or prompts) (“Input”) to the AI Features and receive output, predictions, results, suggestions, or other content from the AI Features (“Output”). Subscriber may not publish, post or disseminate any Output in any context whatsoever. All Output is deemed Content.
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AI Providers; Rights to Input and Output. Hey, Walt! may leverage third-party artificial intelligence systems, such as OpenAI, in providing the AI Features (those entities, “Providers”).  Hey, Walt! may use, analyze, and process Input or Output for purposes of providing the AI Features and to train and improve the AI Features.  Hey, Walt! will not share Subscriber’s Input or Output with any third-party except to Providers and other vendors as necessary to provide the AI Features, however, Providers are not permitted to use Subscriber’s Input or Output for purposes of improving or generating their own commercial models nor are they permitted to share, sell, or otherwise distribute Subscriber’s Input or Output with third-parties other than in connection with providing the AI Features to Subscriber.  
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Disclaimers Regarding AI. Due to the nature of the AI Features, Hey, Walt! does not represent or warrant that: (a) any Output does not incorporate or reflect third-party content or materials; or (b) any Output will not infringe third-party intellectual property rights. Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by Hey, Walt!. Subscriber should independently review and verify all Outputs as to appropriateness for any or all use cases or applications. Subscriber is solely responsible for any Output and Subscriber’s reliance on or use of any Output. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, HEY, WALT!’S AGGREGATE LIABILITY FOR THE AI FEATURES WILL NOT EXCEED $100.

Term and Termination; Suspension
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Term. These Terms commence on the Effective Date and continue until the expiration of all active Subscription Periods or Trial Periods, unless terminated earlier in accordance with these Terms (the “Term”).
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Termination. Either Party may terminate these Terms if the other Party: (a) fails to cure a material breach of these Terms (including a failure to pay fees) within 30 days after written notice of that breach; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, creditors’ arrangement, or comparable proceeding that is not dismissed within 60 days.
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Termination for Convenience. Hey, Walt! may terminate these Terms at any time for convenience upon written notice to you, provided that Hey, Walt! will issue you a pro-rata refund of any pre-paid, unused fees for your currently active Subscription Period.
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Effect of Termination. Upon expiration or termination of these Terms, the Parties agree that: (a) all active Subscription Periods will immediately terminate; (b) Subscriber’s rights to the Services, the Documentation, the Application, and other Hey, Walt! Technology will immediately terminate; and (c) each Party will return to the other Party (or upon the other Party’s request, destroy) all Confidential Information of the other Party in its possession or control.
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Suspension Rights. Hey, Walt! reserves the right, in its sole discretion, to immediately suspend your use and access to the Services if: (a) Hey, Walt! believes your use of the Services threatens the integrity or security of the Services or interferes with any other user’s use of the Services; or (b) if you are more than five days past due on any payment (including if your method of payment has been rejected or declined by the Payment Processor). Hey, Walt! will promptly restore your access to the Services once the condition giving rise to the suspension has been remedied or has otherwise abated. If the condition giving rise to the suspension lasts more than 30 days, Hey, Walt! may immediately terminate these Terms.
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Survival. The following Sections will survive any termination or expiration of these Terms: 2.7, 2.8, 2.10, 4.5, 4.7, 5.1, 5.2, 5.3.2, 6, 7.4, 7.6, 8, 9.5, 9.6, 10, 11, 13, 14, and 15.

Confidentiality

Confidential Information. “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), directly or indirectly, in writing, orally, or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, and equipment), that is designated by the Disclosing Party as confidential or proprietary, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties. “Confidential Information” may also include information disclosed to the Disclosing Party by third-parties. For clarity, Subscriber Data is the Confidential Information of Subscriber and Usage Data is the Confidential Information of Hey, Walt!.
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Exclusions. The confidentiality and non-use obligations under this Section 8 will not apply to any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party, without restriction, at the time of disclosure by the Disclosing Party; (d) is obtained by the Receiving Party from a third-party without a breach of the third-party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
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Non-Use and Non-Disclosure. Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to third-parties or to Receiving Party’s employees, except to those employees of the Receiving Party with a need to know. Receiving Party will not reverse engineer, disassemble, or decompile any prototype, software or other tangible objects which embody the Disclosing Party’s Confidential Information. Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law so long as the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protection the information from public disclosure.
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Maintenance of Confidentiality. Receiving Party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, Receiving Party will take at least those measures that it takes to protect its own similar Confidential Information (but in no event less than a reasonable degree of care) and will ensure that its employees who have access to Confidential Information of Disclosing Party have signed a non-use and non-disclosure agreement in content similar to the provisions of this Section 8 prior to any disclosure of Disclosing Party’s Confidential Information to those employees.
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Return of Materials. Upon the termination of these Terms, Receiving Party will deliver to the Disclosing Party or, at the Disclosing Party’s election, destroy all of the Disclosing Party’s Confidential Information that it may have in its possession or control.
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Remedies. Each Party acknowledges that any violation or threatened violation of this Section 8 may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.
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Warranties and Disclaimer

• Mutual Warranties. Each Party represents and warrants to the other that: (a) these Terms have been duly executed and delivered and constitutes a valid and binding agreement enforceable against that Party in accordance with its terms; and (b) no authorization or approval from any third-party is required in connection with that Party’s execution, delivery, or performance of these Terms.
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Hey, Walt! Additional Warranties. Hey, Walt! represents and warrants that the Services will be materially as described in the Documentation and Hey, Walt! will not materially decrease the overall functionality of the Services during a Subscription Period (the “Performance Warranty”).
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Remedies for Hey, Walt! Warranties. Hey, Walt! will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Subscriber. If Hey, Walt! fails to do so within 60 days after Subscriber’s warranty report, then either Party may terminate these Terms, in which case Hey, Walt! will refund to Subscriber any pre-paid, unused fees for the terminated portion of the Subscription Period in which the breach of the Performance Warranty occurred. To receive these remedies, Subscriber must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Services. The procedures in this Section 9.3 are Subscriber’s exclusive remedies and Hey, Walt!’s sole liability for breach of the Performance Warranty.
Subscriber Additional Warranties. Subscriber represents and warrants to Hey, Walt! that: (a) it will use the Services in compliance with all applicable laws; (b) it has all necessary rights, consents, and authorizations to provide the Subscriber Data to Hey, Walt!.
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Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 9, HEY, WALT! MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. HEY, WALT! EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AND ACCURACY. HEY, WALT! DOES NOT WARRANT THAT USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR OUTCOME FOR SUBSCRIBER. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, HEY, WALT! DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. THE WARRANTIES IN THIS SECTION 9 DO NOT APPLY TO ANY THIRD-PARTY TECHNOLOGY.
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Beta Services. Subscriber may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in these Terms or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services; (d) Beta Services constitute Hey, Walt!’s Confidential Information; and (e) BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND HEY, WALT!’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (U.S. $50).

Indemnification. Subscriber will defend Hey, Walt! from and against any third-party claim resulting from: (a) a breach of any material provision of these Terms; (b) violation of any applicable law in connection with its use of the Services; (c) the use of any programs, applications, Output, or other work product resulting from Subscriber’s use of the Services; or (d) any failure to obtain the necessary consents, authorizations, or legal rights when collecting Subscriber Data or sending Subscriber Data to Hey, Walt!, and will indemnify and hold harmless Hey, Walt! against any damages and costs awarded against Hey, Walt! (including reasonable attorneys’ fees) or agreed in a settlement by Subscriber resulting from these claims.

Limited Liability

Disclaimer of Consequential Damages. HEY, WALT! WILL HAVE NO liability arising out of or related to these Terms for any loss of use, lost data, lost profits, or interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind even if informed of their possibility in advance.
Monetary Cap on Direct Damages. Hey, Walt!’S entire liability arising out of or related to these Terms (INCLUDING WARRANTY CLAIMS) will not exceed in aggregate the amount paid or payable by Subscriber to Hey, Walt! pursuant to these Terms during the TWELVE months prior to the date on which the applicable claim giving rise to the liability arose under these Terms.
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Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY HEY, WALT! TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS AND WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION 11.3 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

Modification of Terms.

Hey, Walt! may, from time to time, modify these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing subscribers, material revisions will be effective 30 days after notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, you may terminate these Terms at any time within the 30-day period after we provide you notice of the modified Terms by notifying us at info@heywalt.ai, in which case you will be entitled to a refund of any pre-paid, unused Subscription Fees for the time period remaining in the Subscription Period.

Apple Specific Disclaimers
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This Section 13 only applies to the extent you are using our mobile Application on an iOS device. You acknowledge that these Terms are between you and Hey, Walt! only, not with Apple, Inc. (“Apple”), and Apple is not responsible for the Services or the Content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Services to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services. Apple is not responsible for addressing any claims by you or any third-party relating to the Services or your possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services or your possession and use of the Services infringes that third-party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Services. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
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Dispute Resolution; Arbitration Agreement

We will try work in good faith to resolve any issue you have with the Services, including any products or services ordered or purchased through the Services, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer's satisfaction. You and HEY, WALT! Are agreeing to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and HEY, WALT! arising from or relating in any way to your USE OF THE services, will be resolved exclusively and finally by binding arbitration.Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the Judicial Arbitration and Mediation Services, Inc. (JAMS) under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, except as modified by this Section 19. The Comprehensive Arbitration Rules and Procedures are available online at jamsadr.com/rules-comprehensive-arbitration/. You agree that, by agreeing to these Terms, the Federal Arbitration Act will govern the interpretation and enforcement of this Section.The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the Parties and may be entered as a judgment in any court of competent jurisdiction. If you seek arbitration or elect to file a small claim court action, you must first send Hey, Walt!, by certified mail, a written notice of your claim (a “Notice”) to 9265 Highland Dr., Sandy, UT 84090, PO Box 900010. If Hey, Walt! initiates the arbitration, it will send such Notice to you in accordance with this section. A Notice, whether sent by you or Hey, Walt!, must: (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought (the “Demand”). If you and Hey, Walt! do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Hey, Walt! may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.You agree to an arbitration on an individual basis. In any dispute, neither you nor HEY, WALT! will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.This arbitration clause will survive the termination of these Terms. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision will be null and void, but the remaining provisions of these Terms will remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be as set forth below. We will try work in good faith to resolve any issue you have with the Services, including any products or services ordered or purchased through the Services, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer's satisfaction. You and HEY, WALT! Are agreeing to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and HEY, WALT! arising from or relating in any way to your USE OF THE services, will be resolved exclusively and finally by binding arbitration.Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the Judicial Arbitration and Mediation Services, Inc. (JAMS) under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, except as modified by this Section 19. The Comprehensive Arbitration Rules and Procedures are available online at jamsadr.com/rules-comprehensive-arbitration/. You agree that, by agreeing to these Terms, the Federal Arbitration Act will govern the interpretation and enforcement of this Section.The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the Parties and may be entered as a judgment in any court of competent jurisdiction. If you seek arbitration or elect to file a small claim court action, you must first send Hey, Walt!, by certified mail, a written notice of your claim (a “Notice”) to 9265 Highland Dr., Sandy, UT 84090, PO Box 900010. If Hey, Walt! initiates the arbitration, it will send such Notice to you in accordance with this section. A Notice, whether sent by you or Hey, Walt!, must: (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought (the “Demand”). If you and Hey, Walt! do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Hey, Walt! may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.You agree to an arbitration on an individual basis. In any dispute, neither you nor HEY, WALT! will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.This arbitration clause will survive the termination of these Terms. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision will be null and void, but the remaining provisions of these Terms will remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be as set forth below.

Miscellaneous

E-Mail Communications.  We may send you emails concerning our products and services, as well as those of third-parties.  You may opt out of promotional emails by following the unsubscribe instructions in the e-mail itself.

Independent Contractors. The relationship of the Parties established by these Terms is that of independent contractors, and nothing contained in these Terms should be construed to give either Party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other.
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Non-Assignability. These Terms may not be assigned by you without the prior written consent of Hey, Walt!. Any purported assignment in violation of this Section 15.3 is void. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the Parties and their successors and assigns.
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Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule. Subject to Section 14, any disputes arising from or related to these Terms will be instituted exclusively in the state and federal courts located in Salt Lake County, Utah, and each Party irrevocably submits to the exclusive jurisdiction of those courts in any applicable suit, action, or proceeding. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Notices. Hey, Walt! may give general notices related to the Services that are applicable to all customers by email or through the Services. All other notices required to be sent under these Terms will be in writing and will be effective upon: (i) personal delivery, or (ii) the second business day after mailing, in each case addressed as follows: if to Hey, Walt! at 9265 Highland Dr., Sandy, UT 84090, PO Box 900010 to the attention of Legal Department, and, if to Subscriber, to Subscriber’s physical or e-mail address on record in Hey, Walt!’s account information, or to any other address as the Parties may specify from time to time by written notice to the other Party.
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Subcontractors. Hey, Walt! is permitted to use subcontractors to perform any part of its obligations under these Terms, but Hey, Walt! remains responsible for any action or inaction by those subcontractors that, if it were attributable to Hey, Walt!, would be a breach of these Terms.
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Force Majeure. Performance of either Party (except for Subscriber’s inability to pay applicable fees) will 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 and not caused by the negligence of the non-performing Party.
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Export Compliance. Subscriber will comply with all relevant U.S. and foreign export and import laws in using the Services and other materials received from Hey, Walt! in connection with these Terms. Subscriber: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction, and (c) will not submit any Subscriber Data or other information to Hey, Walt! or the Services that is controlled under the U.S. International Traffic in Arms Regulations.
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Government Rights. To the extent applicable, the Services is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Services is governed solely by these Terms, and all other use is prohibited.
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Waiver and Severability. The waiver by either Party of any breach of these Terms does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under these Terms will not be a waiver of that Party’s right to demand strict compliance in the future. If any part of these Terms are unenforceable, the remaining portions of these Terms will remain in full force and effect.
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Entire Agreement. These Terms, along with the Privacy Policy, constitute the final and complete expression of all agreements between these Parties and supersedes all previous oral and written agreements regarding these matters.