Last Modified: May 24th, 2018
Wit.AI, Inc. ("Wit", "we", "our", or "us") provides an online software platform that enables developers to build and deploy natural language interfaces for devices and software applications (the "Wit Platform").
These API Terms of Service (these "Terms" or the "Agreement") include the legal terms that we require all developers to accept and implement as a condition of accessing our website located at https://wit.ai (the "Website") and/or accessing or using the application programming interfaces provided on or in connection with the Wit Platform ("API(s)"), including any documentation, materials, code, data (such as Expressions, Intents, and Entities, each as defined below), and other information or materials made available to you by Wit on or in connection with the APIs (collectively, "Wit Content") to develop natural language interfaces for use in connection with your products or devices ("Devices") and/or your software applications ("Application(s)").
The Wit Platform includes a project repository designed to allow you to access, input, and store data in connection with your language interface development project ("Wit App(s)"). Data contained in each Wit App may include "Expressions", "Intents", and "Entities". An "Expression" is an actual utterance or phrase spoken by an individual; an "Intent" is the command or desired action that the speaker of the Expression would like the Device or Application to perform; and an "Entity" is a value or subset of data associated with the Intent. For more information on Expressions, Intents, and Entities, please see the online documentation.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. Wit reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below.
BY USING OR CONTINUING TO USE THE WIT APIS OR BY CLICKING "Go down the rabbit hole" YOU AGREE TO USE THE WIT APIS AND OTHER WIT CONTENT SOLELY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THESE API TERMS OF SERVICE, AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THESE TERMS. YOU WARRANT THAT YOU ARE NOT A CONSUMER YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND THAT YOU HAVE THE LEGAL CAPACITY TO AGREE TO AND BE BOUND BY THESE TERMS. IF YOU ACCESS OR USE THE WIT APIS, OTHER WIT CONTENT, OR WIT PLATFORM ON BEHALF OF A COMPANY, PRINCIPAL OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND THAT THESE TERMS ARE FULLY BINDING UPON THEM. IN SUCH CASE, THE TERM "YOU" WILL REFER TO YOU AND SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE API TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE APIS OR OTHER WIT CONTENT.
i. You need to use a current Wit account or create a new Wit account in order to use the APIs and other Wit Content.
ii. You may use the Wit Content and/or Wit Platform only if you can form a binding contract with Wit, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
iii. Any use or access to the Website, APIs, or Wit Platform by anyone under 18 is strictly prohibited and in violation of these Terms.
iv. You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
v. You are solely responsible for the activity that occurs on your account (including, without limitation, any Customer Data and Profile Content (each as defined below) provided under or through your account.
vi. You may create a Wit account using your GitHub account credentials or via other registration methods we may provide from time to time, in our sole discretion. By connecting to the Wit Platform with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. It's your responsibility to keep your password, account credentials, and accounts secure. You must notify Wit immediately if any unauthorized use, or suspected unauthorized use, of your Wit account occurs or if any other breach of security occurs.
vii. You may never use another user's account without permission. Your login may only be used by one person. A single login shared by multiple individuals is not permitted.
viii. You acknowledge that Wit is not liable for any loss or damage arising from your failure to comply with the above requirements.
i. You are required to provide certain information (e.g., your contact details, description of your product or service, your targeted number of users, etc.) as part of the registration process to access the Wit Content, or as part of your continued use of the Wit Content.
ii. You agree that any registration information you give to Wit will always be accurate and up to date, and you agree to promptly notify Wit of any changes in your account information.
Subject to the terms and conditions of these Terms, Wit grants you a limited, revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Wit Content and Wit Platform, solely to the extent necessary for you to create a natural language interface that operates solely in connection with your Devices and/or Applications.
You will access (or attempt to access) an API or other Wit Content only as expressly permitted by these Terms and the means described in the documentation or instructions Wit provides.
Wit may set limits on the number of API calls that you can make at its sole discretion, for example in the interest of service stability. If you exceed these limits, Wit may throttle your activity or cease offering you access to the APIs altogether in Wit's sole discretion. You agree to such limitations and will not attempt to circumvent such limitations.
Some of the software required by or included in the Wit Content may be offered under an open source license. There may be provisions in the open source license that expressly override some of these Terms, and in those cases, the overriding provisions apply.
We do not guarantee the accuracy of any Wit Content, including any output generated in connection with your use of the Wit Content or Wit Platform. You acknowledge and agree that you use and rely on the Wit Content and the Wit Platform at your own risk, and that Wit will not be liable for any errors or inaccuracies of any Wit Content or the Wit Platform.
Wit may, but is under no obligation to, monitor the use of the Wit Content to ensure quality, improve Wit products and services, or verify your compliance with these Terms. You will not interfere with such monitoring.
You will use our APIs and other Wit Content and the Wit Platform only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the APIs or other Wit Content to encourage or promote illegal or dangerous activity. You also will require any end users of your Devices or Applications ("End Users") to comply with any applicable law and these Terms. You will not knowingly enable your End Users to violate applicable law or these Terms.
When using any Wit Content and/or the Wit Platform, unless otherwise approved in writing by Wit, the following prohibitions apply:
Wit reserves the right to investigate any Device or Application for compliance with these Terms. Such investigations may include Wit accessing and using your Device or Application, for example to identify stability or security issues that could affect Wit or its customers. You consent to any such investigation. Wit may immediately suspend or terminate access to the Website, APIs, other Wit Content, and the Wit Platform by you or your Device or Application without notice if we believe, in our sole discretion, that you are in violation of these Terms or otherwise.
The Data Processing Addendum will apply to the extent that personal data of EU data subjects is contained in the Customer Data and provided by you to Wit for processing. If there is any conflict between the main part of these Terms of Service and the Data Processing Addendum, the Data Processing Addendum prevails.
Wit cares about the integrity and security of your Customer Data and personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Wit Content, the Wit Platform, or any authorized or unauthorized use of your Device or Application.
Since we respect content owner rights, it is Wit's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"), as provided in our DMCA Policy. .
Wit does not acquire ownership of your Devices, Applications, or Customer Data by your use of the APIs or other Wit Content. You represent and warrant that you have the necessary rights to provide all Customer Data, including without limitation, End User Data and Profile Content, and other information you make available in connection with your use of the Wit Content and/or the Wit Platform and to grant all rights and licenses under these Terms. Without limiting the foregoing, if you are using the Wit Content or Wit Platform on behalf of your employer or any third party, you represent and warrant that your employer or such third party has expressly authorized you to make available and use any content, data, or information that you use or make available in connection with your use of the Wit Content and/or Wit Platform. You further represent and warrant that your Customer Data (including, without limitation, End User Data and Profile Content), Applications, and/or Devices, and any use thereof in connection with the Wit Content or Wit Platform will not violate the rights of any third party, including but not limited to, intellectual property rights, trade secret rights or other proprietary rights, or rights of privacy, or violate any applicable laws, rules, or regulations.
ii. Open App. If you choose to use the Wit Content and/or Wit Platform under an Open Wit App, you acknowledge and agree that any Expressions, Intents, or Entities you provide in connection with your use of the Wit Content or Wit Platform will be available to all other users of the Wit Content and Wit Platform. You expressly authorize the use of such data by other Wit users as permitted by the functionality of the Wit Content and/or Wit Platform.
iii. Private App. Subject to the rights granted above, if you choose to use the Wit Content and/or Wit Platform under a Private app, other users of the Wit Content and/or Wit Platform will not be able to directly use or access your Expressions, Intents, or Entities, unless you choose to make such data public in connection with your Wit Profile, or as otherwise provided in these Terms.
By using our Website, APIs, other Wit Content, or Wit Platform, you do not acquire ownership of any rights in our Website, APIs, other Wit Content, the Wit Platform, or any data, content or information that is transmitted or accessed through our APIs, including without limitation, any Expressions, Intents, Entities, or other data provided by Wit or other Wit users. Except for your Customer Data, as between you and Wit, the Wit Content, the Wit Platform, and all data, content, and information that is contained in or transmitted or accessed through our APIs and/or the Wit Platform, including, without limitation, software, Expressions, Intents, Entities, machine learning models, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and data belonging to other users, and all intellectual property rights related thereto, are the exclusive property of Wit and its licensors.
If we receive any feedback, suggestions, ideas, reports, or other information relating to any Wit Content or any Wit products or services, we may use such information without obligation to you.
The Website, Wit Content, and Wit Platform are protected by United States intellectual property laws, including without limitation copyright laws, and international treaty provisions. You will not remove or alter any proprietary notices or marks on any Wit Content or the Wit Platform. You will not reverse engineer or attempt to extract the source code from any API, other Wit Content, the Wit Platform, or any related software, except to the extent that this restriction is expressly prohibited by applicable law. You also will not sublicense, lease, rent, loan, distribute, sell, transfer or make available the APIs or other Wit Content or the Wit Platform to any third party except as specifically permitted by these Terms. Wit Content is licensed and not sold. Wit reserves all rights not expressly granted in these Terms.
We reserve the right to modify or update the Website, Wit Content and/or Wit Platform at any time, for any reason, and without notice to you. If Wit makes updates, revisions, breaking changes or in any way modifies an API or other Wit Content, you agree that you are solely responsible for making changes to your Device or Application to ensure continued service for your End Users. We are constantly changing and improving our APIs and other Wit Content. We may add or remove functionalities or features at our discretion, for any reason, and we do not guarantee that your Device or Application will function with any future or modified versions of any Wit Content or the Wit Platform.
. Except where expressly stated, these Terms do not grant either party any right, title or interest in or to the other party's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, "Marks").
You agree to display any attribution(s) required by Wit as described in any documentation for the APIs or other Wit Content. Without limiting the foregoing, users of the Community Plan must display "Powered by Wit" and a link to wit.ai on any Device or Application connected to the APIs. Wit grants to you a limited, freely revocable, nontransferable, nonsublicenseable, nonexclusive license during the term of your subscription to display Wit's Marks solely for the purpose of promoting or advertising that your use the APIs and other Wit Content. You must only use the Wit Marks in accordance with these Terms. You understand and agree that Wit has the sole discretion to determine whether your attribution(s) and use of Wit's Marks is in accordance with the above requirements and any applicable guidelines.
You will not make any statement regarding your use of an API that suggests partnership with, sponsorship by or endorsement by Wit without Wit's prior written approval.
In the course of promoting, marketing, or demonstrating the APIs you are using, Wit may produce and distribute incidental depictions, including screenshots, video, or other content from your Application or Device, and may use your company or product name and logos. You hereby grant Wit all necessary rights for these purposes.
You may change your App type or stop using our APIs and other Wit Content at any time. If you want to change your Private App to an Open App, you must log into your Wit App and make your App open. If you want to terminate your account and these Terms, you must email us at firstname.lastname@example.org and inform us of your intention to cancel your account ("Termination Notice"). At that point, you can request to get a copy of your data (Expressions, Intents, and Entities). Subject to the post-termination obligations and the surviving provisions set forth in these Terms, upon our written acknowledgement of our receipt of your Termination Notice, these Terms will terminate. Wit has the right to immediately terminate these Terms or discontinue your use of the Website, Wit Platform, the APIs and other Wit Content or any portion or feature thereof for any reason and at any time without liability or other obligation to you. Upon any termination or expiration of these Terms or discontinuation of your access to any Wit Content, you must immediately cease all use of the Wit Platform, any Wit Content (including the APIs), and Wit Marks and delete all copies thereof.
When these Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 3 - 9, 10A, 10C, 10D, 11B, and 12 - 15.
THE WIT CONTENT AND WIT PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE WIT CONTENT AND WIT PLATFORM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WIT CONTENT AND WIT PLATFORM ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WITH OR THROUGH THE WIT CONTENT OR WIT PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WIT, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE WIT CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WIT CONTENT OR WIT PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE WIT CONTENT OR WIT PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE WIT CONTENT OR WIT PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WIT CONTENT OR WIT PLATFORM IS DOWNLOADED AND USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE WIT CONTENT OR WIT PLATFORM.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WIT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WIT CONTENT OR WIT PLATFORM. UNDER NO CIRCUMSTANCES WILL WIT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WIT CONTENT OR WIT PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WIT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE WIT CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WIT CONTENT OR WIT PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WIT CONTENT OR WIT PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE WIT CONTENT OR WIT PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY WIT CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY WIT CONTENT OR OTHER CONTENT OR DATA TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE WIT PLATFORM; AND/OR (VII) CUSTOMER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WIT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO WIT HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LAST CAUSE OF ACTION AROSE OR $10.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
If any provision or part-provision of this section is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion under this section shall not affect the validity and enforceability of the rest of these Terms.
You acknowledge that the Wit Content and Wit Platform may allow you to control Devices, Applications, and other third-party objects, which may affect the safety of End Users, other individuals, and property. You acknowledge that your use of the Wit Content and/or Wit Platform could lead to injury of individuals or damage or destruction of property. In using the Wit Content and Wit Platform, you must design and test your Devices and Applications to ensure that your Devices and Applications do not present risks of personal injury or death, property damage, or other losses. You must implement all reasonable security measures to ensure that no third party may gain unauthorized access to the Wit Platform or Wit Content. If you choose to use the Wit Content or Wit Platform in any way, you assume all risk that your use of the Wit Content or Wit Platform causes any damage, harm, injury, or loss, including without limitation to any End Users or other individuals or property. You agree that you are solely responsible for any damage, harm, injury, or loss arising from or relating to your Device or Application or your use of any Wit Content or the Wit Platform, and you agree to hold us harmless from all such damage, harm, injury, or loss.
You agree to defend, indemnify and hold harmless Wit and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Wit Content (including the APIs) or Wit Platform, including any data or content transmitted or received by you; (ii) your violation or alleged violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) any violation of any third-party right, including without limitation any right of privacy or intellectual property rights, by you, your Customer Data, Device, or Application, or any use thereof; (iv) your violation of any applicable law, rule or regulation; (v) any of your Customer Data or any that is transmitted via your account; (vi) any personal injury or property damage arising from or relating to your use of the Wit Content or Wit Platform or any authorized or unauthorized use of your Device or Application; or (vii) any other party's access and use of the Wit Content or Wit Platform with your unique username, password or other appropriate security code.
These Terms do not impair Wit's right to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by you.
Our communications to you may contain Wit confidential information. If you receive any materials or communications that are clearly confidential or marked confidential, then you will not disclose the Wit confidential information to any third party without Wit's prior written consent.
Wit may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Wit in our sole discretion and subject to complying with applicable laws. Wit reserves the right to determine the form and means of providing notifications to our users. Wit is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Wit may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the 'last modified' date at the top of this page. Your continued use of the Wit Content or Wit Platform after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these Terms or any future Terms of Service, do not use or access (or continue to access) the Wit Content or Wit Platform.
These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms and conditions of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WIT. For any dispute with Wit, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Wit has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, Inc. ("JAMS"), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and Wit agree otherwise. If you are using the Wit Content or Wit Platform for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using the Wit Content or Wit Platform for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Wit from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE WIT CONTENT OR WIT PLATFORM FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
These Terms control the relationship between Wit and you. They do not create any third party beneficiary rights. If the Wit Content or Wit Platform is licensed to the United States government or any agency thereof, then the Wit Content and Wit Platform will be deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Wit Content or Wit Platform and any accompanying documentation by the U.S. Government will be governed solely by the terms and conditions of these Terms and is prohibited except to the extent expressly permitted by the terms and conditions of these Terms. The Wit Content and Wit Platform originate in the United States, and are subject to United States export laws and regulations. The Wit Content and Wit Platform may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Wit Content and Wit Platform may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Wit Content and the Wit Platform. No waiver of any term of these Terms shall constitute a further or continuing waiver of such term or any other term, and Wit's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Wit without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms, together with the Addendum, any amendments and any additional agreements you may enter into with Wit in connection with the Wit Content or Wit Platform, shall constitute the entire agreement between you and Wit concerning the Wit Content and Wit Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
Please contact us at firstname.lastname@example.org with any questions regarding these Terms.
This Data Processing Addendum will apply to the extent that personal data of EU data subjects is contained in the Customer Data and provided by you to Wit for Processing.
Within this Data Processing Addendum, "GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679), and "Controller", "Data Processor", "Data Subject", "Personal Data", "Personal Data Breach" and "Processing" shall have the same meanings as are defined in the GDPR. "Processed" and "Process" shall be construed in accordance with the definition of "Processing". All other defined terms herein shall have the same meanings as are defined elsewhere in the Terms.