Terms and Conditions

The following Terms and Conditions apply to all visitors and users of the Wally website. By accessing the site, you agree to be bound by these terms and conditions.

Intellectual Property

The content of the Wally website, including text, graphics, logos, images, and software, is the property of Wally and is protected by U.S. and international intellectual property laws. No portion of the website may be reproduced, duplicated, or otherwise exploited for any commercial purpose without the express written consent of Wally.

Limitation of Liability

Wally will not be liable for any damages arising from the use of the website or services offered, including, but not limited to, direct, indirect, incidental, or consequential damages.

Termination

Wally reserves the right to terminate or limit access to the website for any reason and at any time, without notice.

Governing Law

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Delaware, and any dispute arising out of or related to these terms and conditions will be subject to the exclusive jurisdiction of the courts located in Delaware.

Changes to Terms and Conditions

Wally reserves the right to modify these Terms and Conditions at any time. Changes to the terms will be posted on this page and will become effective upon posting.

Contact Information

If you have any questions regarding this Privacy Policy or the Terms and Conditions, please contact us at hello@wallyax.com.

Wally Accessibility License Agreement

1. Generally.

1. This License Agreement is the “Agreement.”

2. “Customer” means the individual or business organization receiving the Product. If an individual receives the Product or accepts this Agreement on behalf of a business organization, that business organization is the “Customer” and the individual so accepting this Agreement and/or the Product represents and warrants to Wally that the individual is authorized to do so for the business organization and to bind the business organization to this Agreement.

3. “Wally” means Wally Solutions, Inc.

4. “Product” means the software product identified in the title of this Agreement.

5. “Internal Use” means use of the Product by Customer and Customer’s employees and agents for Customer’s own internal operations.

6. “Usage Data” means information related to Customer’s usage of the Product or that pertains to the technical and operational functionality of the Product, and includes information to establish the conformance of Customer’s and its Authorized User’s usage of the software with this Agreement.

2. License Grant.

Subject to Customer’s full and continuous compliance with this Agreement, 

License to Wally Solutions Inc. Wally Solutions Inc. hereby grants Consultant a limited, non-transferable, non-exclusive, non-assignable, non-sublicenseable and revocable right and license to use Wally Solutions Inc.’s executable code version of the Product and the documentation therefor as then provided by Wally generally to customers for the Product (the “Documentation”) in connection with the use of the Product strictly for Internal Use.. All uses of Wally Solutions Inc. and all goodwill associated therewith shall inure solely to the benefit of Wally Solutions Inc., and Wally Solutions Inc. shall retain all right, title and interest in and to Wally Solutions Inc. 

3. Restrictions.

1. As between Wally and Customer, ownership of the Product, and any and all intellectual property rights therein shall at all times remain solely in Wally and/or its licensor(s), and, except as expressly set forth in this Agreement, no express or implied license or right of any kind is granted to Customer regarding the Product.

2. Customer will not market, sell, transfer, translate, decompile, disassemble, modify, adapt, reverse engineer, distribute, or prepare derivative works of the Product. Customer will not, and will not permit others to, remove, alter, deface or modify the proprietary rights, copyright, trademark, or similar notices contained in or on the Product.

3. Customer will not engage in any act or omission that causes the Product or any element thereof to become subject to a Viral License. A “Viral License” is a license or other obligation that requires that a work of authorship, invention, or improvement be (A) disclosed or distributed in source code or otherwise, (B) licensed for the purpose of making derivative works, or (C) redistributable.

4. Usage Data.

Wally may use, retain, and reproduce any Usage Data to assist Wally in the diagnosis or correction of services performed, the evaluation of its software or services, or any improvements, upgrades or enhancements to the Product or its other products or services, or the compilation of statistical or performance information, or that is in aggregated, anonymous format (i.e., so that

1. Customer cannot be identified as the source of the Usage Data, and

2. Wally does not identify Customer as a source of the Usage Data).

5. Feedback.

If Customer communicates, directly or indirectly, to Wally any work of authorship, process, machine, manufacture, or composition of matter, or any new and useful improvement thereof with respect to the Product (“Feedback”), Customer concurrently grants to Wally a perpetual, worldwide, irrevocable, fully-paid, royalty-free, assignable, and sublicensable right and license to copy, make derivative works of, distribute, sell, perform, display, transmit, make use, sell, and offer to sell the Feedback in connection with the Product and/or other goods, services, or software of Wally.

6. Warranty Disclaimer.

1. Generally.

   1. Wally PROVIDES THE PRODUCT, THE DOCUMENTATION, AND ALL OTHER GOODS, SERVICES, AND SOFTWARE UNDER THIS AGREEMENT WITH ALL FAULTS;

   2. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER; AND

   3. Wally MAKES NO WARRANTY AGAINST INTERFERENCE WITH ANY PERSON’S ENJOYMENT OF THE PRODUCT, THE DOCUMENTATION, OR ANY OTHER GOOD, SERVICE, OR SOFTWARE, AGAINST INFRINGEMENT, OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY.

2. Wally further disclaims any obligation or liability with respect to any third-party components of the Product or third-party materials distributed with the Product. Without limiting the foregoing, this disclaimer includes any open-source materials.

7. Confidentiality.

Definition of Confidential Information. “Confidential Information” as used in this Agreement shall mean all information disclosed by Wally, (whether or not patentable, trademarkable, copyrightable or reduced to practice whether during or before the Term, that is not generally known in Wally trade or industry and shall include, without limitation: Client  agrees to protect the confidentiality of the Client’s proprietary information and all physical forms thereof, whether disclosed to Client  before this Agreement is signed or afterward. 

1. “Confidential Information” means any information belonging to, or held by, Wally whether fixed in a tangible medium or otherwise, that is:

   1. Not readily ascertainable by proper means by the public; and

   2. The subject of commercially reasonable efforts by Wally under the circumstances to maintain as confidential;

2. The Product is also Wally’s Confidential Information.

3. Customer will do the following things with regard to the Confidential Information.

   1. Prevent the disclosure of the Confidential Information by Customer and each of Customer’s employees, agents, and/or professionals to any third party other than as permitted under this Agreement.

   2. Use, and permit the use of, the Confidential Information only for the purpose of performing Customer’s obligations, or enjoying its rights, under this Agreement (the “Purpose”).

   3. Disclose the Confidential Information only to such of Customer’s employees and agents (each a “Representative”) as have a bona fide need to possess or know the Confidential Information in the course of accomplishing the Purpose.

   4. Cause each Representative to whom Customer discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the obligations contained in this Agreement. Each professional, such as a lawyer or an accountant, actually retained by Customer in a professional-client relationship will be deemed under an adequate obligation of confidentiality for the purposes of this Agreement so long as the law recognizes an obligation of confidence actionable by Customer under law without a separate contractual obligation.

   5. Return or destroy all written or other tangible copies of Confidential Information in Customer’s possession or direct or indirect control, including all extracts and copies thereof, within a reasonable time after, and in accordance with, Wally’s request.

   6. Furthermore, Confidential Information includes items such as;

      1. Concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Wally or its subsidiaries or affiliates; 

      2. Trade secrets, drawings, inventions, know-how, software programs and software source documents; 

      3. Information regarding plans for new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; 

      4. Existence of any business discussions, negotiations or agreements between the parties; and 

   7. Nothing in this Section 7 will prevent Customer from disclosing or using the Confidential Information of Wally to the extent that:

   8. It is or becomes readily ascertainable by proper means by the public without any breach by Customer of Section 7(b);

   9. It is received from a third Party that is not under an obligation of confidentiality of which Customer knew or had reason to know;

   10. It is independently developed by Customer without use of Wally’s Confidential Information; or

   11. It is required by law to be disclosed, provided that Customer (to the extent not prohibited by law):

       1. Provides to Wally as much notice as is practicable under the circumstances of such requirement;

       2. Provides to Wally, at Wally’s expense, such reasonable assistance as Wally requests in seeking confidential treatment, protective orders, nondisclosure, and/or similar measures; and

       3. Discloses only such Confidential Information as Customer, upon advice of its counsel, believes is required to be disclosed.

4. Because unauthorized use or disclosure of Confidential Information might result in immediate and irreparable injury to Wally, for which monetary damages might not be adequate, if Customer or any officer, director, employee, agent, professional, or subcontractor of Customer uses or discloses Confidential Information or any such person is likely to use or disclose Confidential Information in breach of Customer’s obligations under this Agreement, Wally will be entitled to seek equitable relief, including temporary and permanent injunctive relief and specific performance. The rights in this Section 7(d) are in addition to any other rights of Wally under this Agreement, at law, or in equity.

5. The obligations under this Section 7 will continue after disclosure of each item of Confidential Information for the longer of:

   1. Five years after initial disclosure of that item of Confidential Information; or

   2. The time during which the Confidential Information remains a trade secret (as that term is defined in the Uniform Trade Secrets Act) of Wally.

8. Limitation of Liability.

1. Wally WILL NOT BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY OR NEGLIGENCE), OR OTHERWISE FOR ANY DAMAGES, WHETHER PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR ECONOMIC ADVANTAGE).

2. THE LIMITATIONS IN THIS SECTION 8 APPLY NOTWITHSTANDING THAT A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF A PARTICULAR KIND OF DAMAGES AND NOTWITHSTANDING THAT ANY LIMITATION CAUSES A REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.

3.  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS, LOST REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES DUE TO CONSULTANT DURING THE TERM. 

9. Termination.

Without prejudice to any other rights or remedies at law, equity, or otherwise of Wally, Wally may terminate this Agreement upon notice to Customer if:

1. Customer breaches this Agreement; or

2. Customer becomes unable generally to pay its debts as they become due; ceases to do business in the ordinary course; or dissolves or ceases to exist or its governing body approves the same.

10. Miscellaneous.

1. Force Majeure. Wally will not be liable for any failure to perform or for delay in performance of its obligations hereunder caused by circumstances beyond its reasonable control, including, but not limited to, communications systems failures or outages, fire, storm, flood, earthquake, explosion, lighting, riot, acts of vandalism, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, transportation embargoes, acts of God, acts of any government or agency thereof or judicial action.

2. Remedies Cumulative. Except as otherwise stated in this Agreement, all remedies of Wally are cumulative and may be exercised concurrently or separately.

3. Waiver of Default. Any waiver of any default of this Agreement shall be limited to the particular instance and shall not operate or be deemed to waive any future default of it nor shall any delay on the part of either party to act upon any default be deemed a waiver thereof.

4. Enforceability. In the event that any one or more provisions contained in this Agreement are unenforceable, such enforceability shall not affect any other provision of the Agreement, but the Agreement shall be construed as though such unenforceable provisions had not been contained herein, and a new enforceable provision that accomplishes the interest of the severed provision as nearly as practicable shall be substituted therefor.

5. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement must be in writing and will be deemed effective (a) if given by personal delivery, upon such personal delivery or (b) if given by nationally-recognized courier or mail service (in either case that has realtime or near-realtime tracking), at the time that the notice is delivered to the receiver’s premises according to the tracking records of the courier or mail service. Wally’s address for notices is:
   Wally Solutions, Inc.
   100 Nassau St, Floor 2

6. Princeton, NJ 08542

7. bgavin@Wallyax.com
   Wally may use any address for Customer that Wally possesses (e.g., signup and/or account information).
   Either party may change its address for notice by notice to the other party.

8. Governing Law; Jurisdiction; Forum.

   1. Notice, Venue, Jurisdiction: All notices under this Agreement will be provided in writing to the addresses set forth on the first page and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions. The parties hereby consent to the exclusive jurisdiction and venue in the state and federal courts in Mercer County in the State of New Jersey. The parties hereby agree and submit to the personal jurisdiction and venue thereof namely the Mercer County Circuit Court for the State of New Jersey or the United States District Court for Mercer County / New Jersey. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

   2. Arbitration: In the event of any dispute or disagreement which arises from or relates to this Consulting Agreement or the related SOW, all such disputes or disagreements shall be resolved by binding arbitration pursuant to the rules of the American Arbitration Association (AAA) to the exclusion of all other courts and forms. The proceeding shall be conducted at the AAA office in New Jersey pursuant to the commercial arbitration rules of AAA with a single arbitrator. The arbitrator shall have the authority to establish all rules of the arbitration including such matters as the need for an expedited proceeding, the need for interim relief, the amount of discovery and the type of discovery to be permitted and in general all matters affecting the arbitration proceedings. In addition to any award hereunder the arbitrator shall award actual reasonable attorney fees and costs to the substantially prevailing party. This matter shall be conducted pursuant to the New Jersey Uniform Arbitration Act as then amended. The award granted by the arbitration may be entered in any court of competent jurisdiction for enforcement. All of the arbitration proceedings and content shall be maintained confidential except for enforcement purposes. 

   3. Waiver of Jury Trial: Each of the parties to this Agreement hereby irrevocably waives, to the fullest extent permitted by law, any right to trial by jury of any action, suit or proceeding (i) arising under this agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this agreement or any of the transactions related hereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise (including, for the avoidance of doubt, any seeking equitable relief.) 

   4. Mutual Non Disparagement: Both during the Term and after, the Consultant agrees not to make negative comments or otherwise disparage the Company or any of its affiliates or any to their officers, directors, employees, shareholders, agents or products, except as required by applicable law or order or in the course of filing a charge with a government agency or participating in its investigation. The Company agrees not to make, and agrees to instruct its officers, managers and directors not to make, negative comments about, or otherwise disparage, the Consultant, except as required by applicable law or order or in the course of filing a charge with a government agency or participating in its investigation. 

   5. Assignment. Customer may not assign any right or obligation under this Agreement. For the avoidance of doubt, Wally may freely assign any or all of its rights and obligations under this Agreement. Upon any assignment by Wally of obligations under this Agreement, any further liability of Wally with respect to the assigned obligations will end.

9. Relationship. Wally and Customer are independent principals in all relationships and actions under and contemplated by this Agreement. This Agreement shall not be construed to create any employment, partnership or joint venture, or agency relationship between the parties.

10. Survival. Any right or obligation that accrues prior to the termination of this Agreement for any reason will survive such termination. The provisions of Sections 1, 3, 4, 5, 6, 7, 8, 9, and 10 will survive indefinitely the termination of this Agreement for any reason. (it being understood that any license that survives where Customer terminates this Agreement for default by Wally will be and remain subject to the restrictions in this Agreement that apply to the license and will be terminable by Wally upon violation of any such restriction).

11. Wally may revise the Product at any time.

12. Wally may revise this Agreement at any time and any such revision will become effective upon Wally giving notice to you of the revision(s) or Wally posting the revised form of Agreement on Wally’s website or other online resource and/or on the website or other resource from which you received the Product.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with regard to the subject matter of this Agreement. No amendment to this Agreement will bind Wally unless such amendment is in the form of a writing signed by Wally that expressly amends this Agreement.

Introduction to Code of Conduct & Security

Wally Solutions Inc. is committed to providing a safe, inclusive, and welcoming virtual environment for contributors.

We created this policy not because we anticipate bad behavior, but because we believe that articulating our values and obligations to one another reinforces a level of respect among contributors and because having a code of conduct provides us with clear avenues to correct our virtual culture should it ever stray from that course.

Code of Conduct Policy

We expect all contributors to Wally open-source projects to uphold the principles of this Code of Conduct. We do not tolerate disruptive or disrespectful behavior, messages, images, or interactions by any participant, in any form.

We will not tolerate harassment or discrimination based on age, ancestry, color, gender identity or expression, national origin, physical or mental disability, religion, sexual orientation, or any other characteristic.

Enforcement and Reporting

Contributors asked to stop any harassing behavior are expected to comply immediately; regardless, Wally reserves the right to remove or block anyone from any repository at the discretion of Wally employees.

If you have any concerns, please contact a code-owner or other Wally employees via email at bgavin@wallyax.com with details about the nature of the concern.

Security

Wally takes the security of its software products and services seriously, which includes all source code repositories managed through our GitHub organization Wally Labs. 

If you believe you have found a security vulnerability in any Wally-owned repository that violates Wally's definition of a security vulnerability, please report it to us as described below.

Reporting Security Issues

Please do not report security vulnerabilities through public GitHub issues.

Instead, email them to Wally Security at bgavin@wallyax.com

You should receive a response within 24 business hours. If for some reason you do not, please follow up via email to ensure we received your original message.

Please include the requested information listed below (as much as you can provide) to help us better understand the nature and scope of the possible issue:

• Type of issue (e.g. buffer overflow, SQL injection, cross-site scripting, etc.)

• Full paths of source file(s) related to the manifestation of the issue

• The location of the affected source code (tag/branch/commit or direct URL)

• Any special configuration required to reproduce the issue (e.g. OS, browser, settings, options etc.)

• Step-by-step instructions to reproduce the issue

• Proof-of-concept or exploit code (if possible)

• Impact of the issue, including how an attacker might exploit the issue

This information will help us triage your report more quickly.

We currently do not have a bug bounty program.

Preferred Languages

We prefer all communications to be in English.