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WALLKIT, INC.
TERMS AND CONDITIONS STATEMENT

These Terms of Use (“Terms”) govern your use of the subscription management software deployed by this website known as Wallkit (such subscription management software, the “Software”, and such website, the “Site”). Please read these Terms carefully because they are a binding agreement between you (“you” or “your”) and Wallkit, Inc., a Delaware corporation, with an address at 358 Washington Avenue Brooklyn, NY 11238 USA (“Wallkit”, “our” or “we”). These Terms include and incorporate our privacy policy by reference as if fully set forth herein (“Privacy Policy”). You automatically agree to these Terms by using the Software. If you do not agree to any of the terms and conditions set forth in these Terms, you have no right to use the Software. If these Terms are considered an offer, acceptance is limited solely to the terms and conditions herein. Your use of the Site may be governed by additional, separate terms between you and the owner and operator of the Site (the “Publisher”).

1. Eligibility

You represent and warrant that you are over 18 years of age, and that you are fully able and competent to enter into these Terms and to comply with all of the terms and conditions herein. If you are accessing the Sites for or on behalf of a company, entity, or organization, you also represent and warrant that you are its authorized representative and that you have the authority to bind such company, entity or organization to this Agreement.

2. Account

You may be required to create an account and specify a password in order to use the Software. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. You must not impersonate anyone else. If your information changes at any time, you must update your account promptly to reflect those changes. You may not share your account with anyone else. You must keep your password confidential. You are responsible for all activity occurring under your account credentials. If you believe that your account has been compromised at any time, you must immediately notify us. We reserve the right to terminate the account or refuse any or all use of the Software if registration information submitted appears or proves to be false, inaccurate or incomplete. Registration of more than one account per individual, and/or automatic generation of multiple accounts, are not permitted without our prior written consent.

3. Modifications to Terms

We reserve the right to change or modify the Terms from time to time. Posting the modified Terms will give effect to the revised terms immediately or within the time frame specified in such posting. Your continued use of the Software indicates your acceptance of the revised terms. If you do not agree to the revised terms, you must refrain from using the Software.

4. Changes to the Software

We reserve the right to suspend, discontinue, delete, modify, or remove the Software or any feature or functionality thereof from time to time, without prior notice and without liability. We reserve the right to offer certain features or functionalities only in various versions or locations or in selected times, in our sole discretion. In addition, we reserve the right to charge a fee for use of certain features or functionalities from time to time, after prior notification to you.

5. Proprietary Rights

As between you and us, we are and shall continue to be the sole and exclusive owner of all right, title and interest in and to the Software (excluding Third Party Components that are owned by third parties), including all intellectual property rights associated with the foregoing and any enhancements to any of the foregoing. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any the Software or any portion thereof to any third party without our express prior written consent. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under any applicable law.

6. Content; Feedback

A. Content. We may provide opportunities for you to use the Software in conjunction with text, photographs, videos, advertising materials or other content that you provide or make available to us (collectively, “Content”). You can only use such Content if you own all the rights to that Content, or if another rights holder has given you all necessary rights and permissions. You do not transfer ownership of your Content simply by providing or making it available to us. However, by providing or making Content available to us, you grant us, our agents, licensees, and assigns an irrevocable, non-exclusive right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content as necessary for us to provide our products and services to you. You agree to indemnify, release, and hold us harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content that you provide or make available to us.

B. Feedback. If you send us any information, ideas, suggestions, or other communications to us, those communications will not be confidential. Moreover, unless we tell you otherwise, we reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you. You hereby assign to us any suggestions, ideas, enhancement requests, feedback or recommendations you provide to us related to the Software.

7. Third Party Components; Third Party Content

A. Third Party Components. From time to time, certain third party components, services, content or functionality may be made available on or through the Software (“Third Party Components”). Third Party Components may be subject to their own, separate license agreements and/or terms of use (“Third Party Agreements”). You assume all risks and liabilities associated with the use of any such Third Party Components, and are solely responsible for abiding by all applicable Third Party Agreements. We are not responsible for, and disclaim all liability in connection with, Third Party Components.

B. Third Party Sites. You may encounter links to other websites, advertisements or media, including without limitation the Site(s) (collectively, “Third Party Sites”) within the Software or on the Sites. Be aware that no Third Party Sites are endorsed, supported, or controlled by us. You agree that the accountability for Third Party Sites, including their content, privacy policies and practices, lies solely with the owners and operators of such Third Party Sites and not with us. By using the Sites, you expressly relieve us from any and all liability arising from your use of any Third Party Site.

8. License and Termination; Restrictions

A. License and Termination. During the term of these Terms, you are granted permission to access and view the Software for personal use, solely for the purpose of management of your subscriptions and/or access to the Site(s). This is the grant of a license, not a transfer of title. This license will automatically terminate if you violate any of the restrictions contained in these Terms.

B. Restrictions. You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for your Content and for all acts or omissions that occur under your account. You may not use the Software in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Software or Sites or any features on the Sites (including any technological measures we employ to enforce these Terms or protect the Software or Sites). For example and without limitation, you may not, nor attempt to or encourage or aid others to, directly or indirectly:

We are not responsible to monitor any users or your Content. However, if we (in our sole discretion) determine that you have acted inappropriately, we reserve the right to take down Content, terminate your account, prohibit you from using the Software, and take appropriate legal actions.

9. Disclaimer of Warranties

NEITHER WALLKIT NOR ITS AGENTS OR SERVICE PROVIDERS (THE “SERVICES ENTITIES”) MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES ABOUT THE SOFTWARE. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SOFTWARE, THE SPECIFIC FUNCTIONS OF THE SOFTWARE, OR ITS RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS, AND WE DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE PROVIDE THE SOFTWARE “AS IS” AND “AS AVAILABLE”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES OR LIMIT THE ABILITY TO DISCLAIM WARRANTIES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES ENTITIES DISCLAIM ALL WARRANTIES.

10. Limitation of Liability

EXCEPT WHERE PROHIBITED, THE SERVICES ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM THE SOFTWARE OR THE SITES, YOUR USE OF THE SOFTWARE OR THE SITES, OR ANY THIRD PARTY’S USE OF THE SOFTWARE OR THE SITES. THESE EXCLUSIONS INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.

YOUR EXCLUSIVE REMEDY AND THE SERVICE ENTITIES’ TOTAL AGGREGATE LIABILITY RELATING TO OR IN CONNECTION WITH THE SOFTWARE UNDER ANY THEORY OF RECOVERY SHALL BE LIMITED TO THE LESSER OF: (1) THE AMOUNTS PAID BY YOU FOR USE OF THE SOFTWARE; OR (2) TEN U.S. DOLLARS ($10). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION AND/OR CLAIMS IN THE AGGREGATE FOR ANY REASON. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT THE SERVICE ENTITES’ ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THESE TERMS.

THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Indemnification

You agree to indemnify and hold harmless Wallkit and its subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, claims, damages, costs and expenses, including but not limited to reasonable attorney’s fees and costs of litigation, related to or arising out of: (i) your breach of these Terms, (ii) any Content you submit or post, (iii) your use of the Software and/or the Sites, or (iv) any infringement or violation by you or a third party that may be using your account of any intellectual property right, proprietary right or other right of any person or entity. You may not settle any claim without our prior written consent.

12. Termination

This Agreement shall be in force while you use the Software. You may stop using the Software at any time in your sole discretion. We reserve the right to terminate, without prior notice, any user account or to suspend any user’s access to the Software (temporarily or permanently), with or without notice, if we believe that the user has violated these Terms. If your account or access rights are terminated, your rights to use the Software will cease immediately. Termination is without prejudice to all other remedies available to us. All provisions of these Terms that are, by their nature, meant to survive termination or expiration of these Terms, including but not limited to those relating to liability and indemnity, shall survive any expiration or termination of these Terms.

13. Communications

When you use any of our Software or send communications, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Software. We may communicate with you by email or by posting notices on our website located at wallkit.net. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Please note that by submitting Content, creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy. Notices that we send to the email address that you have provided via the Software shall be deemed delivered and effective when sent to such email address.

14. Miscellaneous

These Terms are governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and or your use of the Software resides in the courts located in Kings County, New York, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. Notwithstanding the foregoing, Wallkit may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Any failure by us to enforce our rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If it turns out that a particular provision in these Terms is not enforceable, that will not affect any other provision. The captions in these Terms are solely for convenience and shall not affect interpretation thereof. These Terms shall not be modified except in writing signed by both parties or by a new posting by us as described above. These Terms do not provide you with the authority to bind us in any way. Each party shall be and act as an independent contractor and not a partner, joint venturer, agent, employee or employer of the other in connection with these Terms. You shall not assign these Terms. Any assignment made in violation of these Terms will be void. We reserve the right to transfer or assign these Terms without restriction. You agree to bring any dispute on an individual basis only, and not as a class or collective action. There will be no right or authority for any dispute to be brought, heard, litigated or arbitrated as a class or collective action. You agree that regardless of any statute or law to the contrary, any claim or cause of action against us arising out of or related to use of the Software or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. All notices to us in connection with these Terms will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows or to such other address as we may designate from time to time.

legal@wallkit.net or via mail to

Wallkit, Inc.
358 Washington Avenue
Brooklyn, NY 11238 USA
Attn: Legal

Last updated on: August 28, 2024