Terms of Service

Effective date: April 1, 2025

READ THESE END USER TERMS AND CONDITIONS FULLY AND CAREFULLY BEFORE USING THE SERVICES, FEATURES, CONTENT, PLATFORM, APIS, WEB APPLICATION OR OTHER APPLICATIONS OFFERED BY WAKA TECH, INC. ("WAKA TECH") (COLLECTIVELY, THE "SERVICES"). THESE END USER TERMS AND CONDITIONS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICES. BY USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS HEREIN.

PLEASE NOTE THAT IF YOU SIGN UP FOR THE SERVICES USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD "YOU" IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THESE TERMS; (II) YOU HAVE READ AND UNDERSTAND THESE TERMS; AND (III) YOU AGREE TO THESE TERMS ON BEHALF OF THE PARTY THAT YOU REPRESENT. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR THE APPLICABLE ENTITY PLEASE DO NOT CLICK "I AGREE" (OR SIMILAR BUTTON OR CHECKBOX) THAT IS PRESENTED TO YOU.

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO THE SERVICES IS EXPRESSLY CONDITIONED UPON ASSENT TO ALL THE TERMS AND CONDITIONS PLEASE HEREIN; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. OUR PRIVACY POLICY EXPLAINS HOW WE COLLECT AND USE YOUR INFORMATION. BY USING OUR SERVICES, YOU'RE AGREEING TO BE BOUND BY THESE TERMS, AND PRIVACY POLICY. WAKA TECH ENCOURAGES YOU TO READ THE PRIVACY POLICY CAREFULLY, AS IT FORMS A BINDING PART OF THESE END USER TERMS AND CONDITIONS AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS.

WAKA TECH IS CONSTANTLY TRYING TO IMPROVE ITS SERVICES, SO THESE END USER TERMS AND CONDITIONS MAY NEED TO CHANGE ALONG WITH ITS SERVICES. WAKA TECH RESERVES THE RIGHT TO CHANGE THE END USER TERMS AND CONDITIONS AT ANY TIME, BUT IF WAKA TECH DOES, IT WILL PLACE A NOTICE ON ITS SITE LOCATED AT WAKATECH.COM, SEND YOU AN EMAIL, AND/OR NOTIFY YOU BY SOME OTHER MEANS. IF YOU DON'T AGREE WITH THE NEW TERMS, YOU ARE FREE TO REJECT THEM; UNFORTUNATELY, THAT MEANS YOU WILL NO LONGER BE ABLE TO USE THE SERVICES. IF YOU USE THE SERVICES IN ANY WAY AFTER A CHANGE TO THE END USER TERMS AND CONDITIONS IS EFFECTIVE, THAT MEANS YOU AGREE TO ALL OF THE CHANGES. EXCEPT FOR CHANGES BY WAKA TECH AS DESCRIBED HERE, NO OTHER AMENDMENT OR MODIFICATION OF THESE END USER TERMS AND CONDITIONS WILL BE EFFECTIVE UNLESS IN WRITING AND SIGNED BY BOTH YOU AND WAKA TECH.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND WAKA TECH WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. ACCESS TO AND USE OF SERVICES

1.1 Subject to these End User Terms and Conditions, you may access and use the Services if you are currently an authorized user ("End User") of a Waka Tech customer ("Customer") that has a subscription for Waka Tech's Services that is in effect pursuant to an order form ("Order") entered into between Waka Tech and Customer (the "Customer Agreement"), provided that you may access and use the applicable Services under the Customer's subscription only during the course of your engagement by Customer and solely and exclusively for Customer's internal business purposes ("Permitted Purpose"). In the event of any conflict between the terms of the Customer Agreement and the terms of this EULA, the Customer Agreement will supersede this EULA and control your use of the Services through the Customer's subscription.

1.2 You will not, and will not permit any third party to, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software") (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services or Software; (iii) use the Services or Software for timesharing or service bureau purposes or for any purpose other than Customer's own internal use for Customer's own internal benefit; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) interfere or attempt to interfere with the proper working of the Services or Software or any activities conducted on the Services; (vii) bypass any measures Waka Tech may use to prevent or restrict access to the Services or Software (or other accounts, computer systems or networks connected to the Services); (viii) use the Services or Software to build an application or product that is competitive with any Waka Tech product or service; (ix) share your account credentials with or transfer such credentials to any third party; or (x) use the Services or Software other than in accordance with these End User Terms and Conditions and other than in compliance with all applicable laws and regulations.

1.3 Waka Tech or its designee may, from time to time and upon reasonable notice, audit your records and systems to determine your compliance with your obligations hereunder, and you agree to comply with any such audit.

1.4 When you create an account, Waka Tech will ask you for certain information such as your company name, company phone number, company mailing address, and company email address, which will be stored with Waka Tech to facilitate the Services as set forth in these End User Terms and Conditions. You agree to provide true, accurate current and complete information for account registration, and you agree not to misrepresent your identity. It is your responsibility to keep the information provided up-to-date and accurate.

1.5 Waka Tech may, in its sole, but reasonable discretion, terminate or refuse to approve registrations for a Waka Tech account with notice. You will be responsible for maintaining the security of your account, passwords and files, and for all uses of your account. If you become aware of any unauthorized login using your credentials, you agree to notify Waka Tech immediately at support@wakatech.com.

1.6 Waka Tech does not warrant that the Waka Tech mobile application will be compatible with every mobile device. You are solely responsible for additional charges from wireless providers in connection with using mobile devices to access the Services.

1.7 You acknowledge and agree that the Services operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties ("Third Party Services"). Waka Tech is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. You shall procure any and all rights necessary for you to access Third Party Services and comply with any applicable terms or conditions thereof. Waka Tech does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between you and a third party provider is solely between you and such third party provider and is governed by such third party's terms and conditions.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Except as expressly set forth herein, Waka Tech alone (and its licensors, where applicable) will retain all rights, title, interest, copyright and other worldwide intellectual property and trade secret rights in and relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Services and/or the Software.

3. WARRANTY DISCLAIMER

THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WAKA TECH DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

4. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAKA TECH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICES OR SOFTWARE.

5. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Waka Tech, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your content caused damage to a third party.

6. ARBITRATION AGREEMENT

6.1 You and Waka Tech agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Delaware before one arbitrator.

6.2 The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules"), as modified by this Agreement.

6.3 The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

6.4 Notwithstanding the foregoing, either party may bring an individual action in small claims court or 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.

6.5 Waiver of Jury Trial. YOU AND WAKA TECH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Waka Tech are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Waka Tech over whether to vacate or enforce an arbitration award, YOU AND WAKA TECH WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

6.6 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Waka Tech is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 6.8 below.

6.7 Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: One Marina Park Drive, Suite 900, Boston, MA 02210 postmarked within thirty (30) days of first accepting these End User Terms and Conditions. You must include (i) your name and residence address, (ii) the email address and/or telephone Tech number associated with your account, and (iii) a clear statement that you want to opt out of the arbitration agreement in these End User Terms and Conditions.

6.8 Exclusive Venue. If you send the opt-out notice in Section 6.7, and/or in any circumstances where the foregoing arbitration agreement permits either you or Waka Tech to litigate any dispute arising out of or relating to the subject matter of these End User Terms and Conditions in court, then the foregoing arbitration agreement will not apply to either party, and both you and Waka Tech agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, Delaware, or the federal district in which that county falls.

6.9 Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Waka Tech.

7. MISCELLANEOUS

If any provision of this End User Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this End User Terms and Conditions will otherwise remain in full force and effect and enforceable. This End User Terms and Conditions is not assignable, transferable or sublicensable by you except with Waka Tech's prior written consent. Waka Tech may transfer and assign any of its rights and obligations under this End User Terms and Conditions with written notice to you. Waka Tech may also subcontract performance of any part of the Services or other services to be performed under this End User Terms and Conditions. Both parties agree that this End User Terms and Conditions is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this End User Terms and Conditions, and that all waivers must be in a writing signed by both parties, except as otherwise expressly provided herein. The failure of either party to act with respect to a breach of this End User Terms and Conditions by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches. No agency, partnership, joint venture, or employment is created as a result of this End User Terms and Conditions and you do not have any authority of any kind to bind Waka Tech in any respect whatsoever. This Agreement will be governed by the laws of the State of Delaware, U.S.A. without regard to its conflict of laws provisions.

8. USE OF WAKA TECH APP AVAILABLE VIA THE APPLE APP STORE

You acknowledge and agree that the availability of our mobile application is dependent on the third-party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an "App Store"). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these End User Terms and Conditions apply.

These End User Terms and Conditions apply to your use of all the Services, including Waka Tech's iOS applications (the "iOS Application") available via the Apple, Inc. ("Apple") App Store, but the following additional terms also apply to the iOS Application:

* Both you and Waka Tech acknowledge that the End User Terms and Conditions are concluded between you and Waka Tech only, and not with Apple, and that Apple is not responsible for the iOS Application or the content therein;

* The iOS Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these End User Terms and Conditions as they are applicable to the Services;

* You will only use the iOS Application in connection with an Apple device that you own or control;

* You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS Application;

* In the event of any failure of the iOS Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the iOS Application;

* You acknowledge and agree that Waka Tech, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the iOS Application;

* You acknowledge and agree that, in the event of any third-party claim that the iOS Application or your possession and use of the iOS Application infringes that third party's intellectual property rights, Waka Tech, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

* You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

* Both you and Waka Tech acknowledge and agree that, in your use of the iOS Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use;

* Both you and Waka Tech acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these End User Terms and Conditions, and that upon your acceptance of these End User Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these End User Terms and Conditions against you as the third-party beneficiary hereof.