Last update: 11/17/2025
YOU ARE RESPONSIBLE FOR READING THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE CAREFULLY BEFORE CLICKING “ACCEPT” (IF APPLICABLE) OR OTHERWISE ACCEPTING THESE TERMS, AND BEFORE ACCESSING OR USING THE SERVICES (DEFINED BELOW). BY CLICKING “ACCEPT” (OR SIMILAR) AND/OR ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE CUSTOMER OR HOST VENUE (EACH AS DEFINED BELOW). THESE TERMS CONTAIN, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.
1. Agreement and Definitions.
(a) Agreement. The following Terms of Service, together with the relevant information set out on the Services, including any features and services available (these “Terms”), are subject to the terms and conditions set forth herein. Please read them carefully as any use of the Services, whether directly through us or via a Third-Party Platform (as defined below), constitutes an agreement, with or without acceptance, to be bound thereby by the User (defined below). By accessing or using the Services or clicking “accept” or “agree” to these Terms, you represent: (i) that you are at least eighteen (18) years old (and in some jurisdictions, if required to enter into a contract, twenty-one (21) years old); (ii) are not prohibited by law from accessing or using the Services; (iii) you have read, understand, and agree to be bound by these Terms; and (iv) if applicable, you have authority to register as a Customer or Host Venue (as applicable), and to act on its behalf.
These Terms are subject to Wayo’s Privacy Policy, located at https://www.wayoworld.com/legal/privacy-policy, which also governs your use of the Services.In addition, each Host Venue and Third-Party Platform shall have his/her/its own Terms of Use (or similar), which bind all Customer/Host Venue transactions.
The parties acknowledge and agree that each Host Venue, Customer, Third-Party Platform, subsidiary, parent, and affiliate of us shall be a third-party beneficiary to these Terms and that such other persons and/or entities shall be entitled to directly enforce and rely upon any provision of these Terms which confers a benefit upon them. No other parties shall be third party beneficiaries to these Terms.
(b) Definitions.
For purposes of these Terms, the following definitions shall have the corresponding meaning. Additional definitions may appear throughout the substantive portions of these Terms.
“Account” means a Customer Account or a Host Venue Account, each as defined below, and in each case, as the context requires.
“Customer” means any person or entity who uses the Services or a Third-Party Platform (defined below) to schedule reservations, manage reservations, browse content and services, and/or pay for services rendered.
“Dispute” means any claim, conflict, controversy, or disagreement between parties arising out of, or related in any way to, these Terms (or any terms, supplement or amendment contemplated by these Terms), including without limitation, any action in tort, contract, or otherwise, at equity or at law, or any alleged breach, further including without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation, or enforcement of these Terms or any terms or conditions contemplated by these Terms.
“Host Venue” means a business that uses the Services to allow Customers to book, manage, view, and cancel reservations.
“Reservation Services” means those reservation-scheduling services made available by us through the Services.
“Services” means, collectively, any and all services offered by us, including but not limited to: (i) the Wayo Site; (ii) the Payment Services (defined below); and (iii) any other services or features made available by Wayo through the Wayo Site, Payment Services or other services and features.
“Wayo Site” means the website bearing the URL www.wayobusiness.com and all affiliated websites owned and operated by Wayo, our subsidiaries, and related companies and/or any successor sites.
Additionally, “us,” “we,” “our,” and/or “Wayo,” means Wayo, Inc., 99 Wall Street, Suite 389; New York, NY 10005 and all its designated agents, employees, and subsidiaries, and “you,” and/or “User” means the user of the Services, whether as a Host Venue or Customer.
2. General.
(a) Wayo. Wayo, through its software-as-a-service technology platform, allows its Users to book, manage, view and cancel reservations. Wayo’s platform and all related Wayo applications also facilitate the discovery of and allow prospective Customers to browse, view, and review content and potential Host Venues. Wayo does not have control over and does not guarantee: (i) the quality, safety, condition or legality of any aspect of any services offered by Host Venues using our Services, as all Host Venues are independently owned and operated restaurants, hotels, and private venues offering work-friendly seating and amenities and are subject to their own terms and policies; (ii) the truth or accuracy of the listings or directory information provided to us by Host Venues, including without limitation, information about the entity, and all Host Venues listed on the Wayo platform are responsible for quality, availability, safety and compliance of their own spaces; (iii) the timeliness or accuracy of any Host Venue appointment availability; (iv) the ability of Host Venues to provide Services reserved; (v) the identity of any Host Venue or Customer; or (vi) the ability of Customers to pay for Services. We do not and cannot ensure that a Host Venue or Customer will actually complete a transaction. If you rely on any of the information provided by or on the Services, you do so solely at your own risk. Each User acknowledges that Wayo acts solely as an intermediary to enable venue access and is not liable for any issues arising from a User’s experience at a Host Venue.
You acknowledge and agree that we do not sell or purchase, offer to sell or purchase, invite to sell or purchase, or make or solicit any offers. IN ALL INSTANCES EXCEPT WHERE NOTED, ALL SALES AND SERVICES ARE ADVERTISED, SOLICITED, OFFERED, ACCEPTED, MADE, AND DELIVERED BY HOST VENUES WITH WHOM A CUSTOMER DIRECTLY CONTRACTS.
AT NO TIME WILL A CUSTOMER/MERCHANT RELATIONSHIP EXIST BETWEEN US, UNLESS EXPLICITLY NOTED.
In all instances, any solicitation, invitation, offer, advertisement or communication is void where prohibited by law.
By booking through Wayo, Customers are granted temporary guest access to a venue, subject to the Host Venue’s operating hours, rules, and any applicable health, safety, or zoning regulations, for all of which Host Venue has sole responsibility. Users must comply with all venue instructions, and the venue reserves the right to deny entry or remove users at its discretion.
Wayo is a technology booking platform that facilitates the discovery of and connects Users to third-party venues for temporary daytime workspace access. Wayo does not own, lease, or operate any physical spaces and we are not leasing, subleasing, renting space, or acting as a property manager, coworking operator, office provider, shared office operator, or desk rental service, and we do not have a right to control or alter, and we will not alter, any Host Venue space or use it in a manner resembling an office lease or shared office sublet. Nothing in these Terms shall be construed to create any lease, tenancy, sublease agreement, landlord/tenant relationship or licensor- licensee relationship between Wayo and any Customer or Host Venue.
(b) Service Errors. If you encounter any error in the Services, let us know at contact@wayo.club We will use commercially reasonable efforts to resolve any such errors, but cannot warrant that any errors in the Services will be corrected.
(c) Changes to These Terms. Wayo may update or revise these Terms (including any related policies) from time to time at its sole discretion and without limitation upon notice via posting to the Services and/or the e-mailing of a notice to our registered Users. You agree that you will review these Terms periodically. You are free to decide whether or not to accept a modified version of these Terms, but accepting these Terms, as modified, is required for you to continue using the Services. You may have to click “accept”, “agree”, or similar form of assent to show your acceptance of any modified version of these Terms. If you do not agree to the terms of these Terms or any modified version of these Terms, your sole recourse is to terminate your use of the Services, in which case you will no longer have access to your Customer Account or Host Venue Account (each as defined below). Except as otherwise expressly stated by Wayo, any use of the Services (e.g., the use of the Reservation Services or the Payment Services) is subject to the version of these Terms in effect at the time of such use.
(d) Changes to the Services. We may modify, add to, suspend, or delete any aspect of the Services, in whole or in part, at our sole discretion at any time, with such modifications, additions, or deletions being immediately effective. Such modifications, additions, or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use. If you do not agree to such modifications to the Services, your sole recourse is to terminate your use of the Services, in which case you will no longer have access to your Customer Account or Host Venue Account.
(e) Availability. Although we try to make the Services available 24/7 (excluding scheduled downtime), we do not warrant that the Services will always be available. Use of the Services requires internet access through your computer, mobile device, tablet or other internet-accessible device as allowed by Wayo. You are responsible for all mobile carrier charges resulting from your use of the Services, including from any notifications provided by the Services. Wayo does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the Wayo Site, and some features and portions of the Services (including making, modifying or cancelling appointments) may not be accessible with JavaScript disabled. Additionally, you acknowledge that no internet transmission can ever be completely guaranteed to be secure, and so we encourage you to take care when disclosing information online and to use readily available tools, such as internet firewalls, secure e-mail, and similar technologies to protect yourself online.
(f) Right to Refuse Service and Terminate Accounts. We reserve the right to refuse to provide access to the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a Customer Account or a Host Venue Account for any reason whatsoever. In the event that we make a change to or cancel a Customer Account or a Host Venue Account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Customer Account or Host Venue Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Customer Account or Host Venue Account termination.
(g) Prohibited Uses. In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Services: (i) for any unlawful purpose; (ii) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Services; (iii) to violate any international or governmental regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (vi) to submit false or misleading information; (vii) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (viii) to collect or track the personal information of others; (ix) to spam or phish any person, or spider, crawl or scrape any content; (x) to interfere with or circumvent the security features of the Services; (xi) take any action that imposes or may impose (in Wayo’s sole determination) an unreasonable or disproportionately large burden or stress on the Services or Wayo’s technology infrastructure; (xii) rent, lease, copy, provide access to or sublicense any portion of the Services or Wayo Materials (as defined below) to a third party; (xiii) use any portion of the Services or Wayo Materials to provide, or incorporate any portion of the Services or Wayo Materials into, any product or service provided to a third party; (xiv) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Wayo); (xv) modify any portion of the Services or Wayo Materials or create any derivative product from any of the foregoing; (xvi) remove or obscure any proprietary or other notices contained in the Services or Wayo Materials; or (xvii) publicly disseminate information regarding the performance of the Services or Wayo Materials or access or use the Services or Wayo Materials for competitive analysis or benchmarking purposes. We reserve the right to remove any content uploaded by you to the Services or to terminate your Customer Account or Host Venue Account and your use of the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
(h) Communications with Wayo. By creating a Customer Account, you electronically agree to accept and receive communications from Wayo, Host Venues or third parties providing services to Wayo, including via e-mail, text message (and similar messaging platforms (e.g., WhatsApp)), calls, in-app communications, and push notifications to the telephone number(s) and/or e-mail addresses you provided to Wayo. You acknowledge that standard message and data rates apply to the methods of communication that utilize the associated services. You may also receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Wayo, and/or Host Venues, including but not limited to communications concerning requests placed through your Customer Account on the Services. Message and data rates may apply. You can learn more about how Wayo may contact you by reading our Privacy Policy.
Wayo may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your Customer Account; (ii) troubleshoot problems with your Customer Account; (iii) resolve a dispute; (iv) collect a debt; (v) infrequently poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your Customer Account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you. Wayo may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), to which you agree by providing your mobile phone number (as specified above). Wayo may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits.
If you do not wish to receive promotional e-mails, text messages or other communications from Wayo, you may change your notification preferences by accessing Settings in your Customer Account (if available) or by following the instructions in this paragraph. To opt out of receiving text messages from Wayo, you must reply “STOP” from the mobile device receiving the messages. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again. For purposes of clarity, certain text messages between you and Host Venues are transactional text messages, not promotional text messages. To opt out of receiving e-mail messages, follow the instructions in the footer of the e-mail received from or though us.You acknowledge that opting out of receiving all communications may impact your use of the Services. Notwithstanding the foregoing, if we suspect fraud or unlawful activity on your Customer Account, Wayo may contact you using any of the contact information you provided in connection with your Customer Account (including via text or voice-recorded message).
The Services use GPS locator capabilities to identify your current location. You can disable this feature through your mobile device’s settings.
If you are experiencing problems with the messaging aspects of the Services, you can get help directly at contact@wayo.club.
Wayo may share your telephone number with its authorized service providers as stated in our Privacy Policy. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by Wayo, to carry out the purposes identified above.
Wayo may, without further notice or warning and in its sole discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Wayo or its agents for quality control and training purposes, or for its own protection. Wayo automated systems may scan and analyze the contents of every message sent through its messages platform, including messages between Users, to detect and prevent fraudulent activity or violations of these Terms, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. Wayo may store message contents, including to conduct this scanning and analysis.
(i) Other Users’ Privacy; Marketing. If Wayo provides you with information about another User, you agree that you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a User's information to a third party for purposes unrelated to the Services. Additionally, you may not use User information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific User to do so.
(j) Government Users. The Services constitute a “commercial item” as defined at 48 C.F.R. 2.101, the Code of Federal Regulations relating to the use of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Services with only those rights set forth therein. If you are a Government end user, please consult first with your relevant legal department prior to use in order to confirm your use is compliant with the standards and policies under the Code of Federal Regulations.
(k) Export Control. You may not use, export, or re-export any aspects of the Services (or any copy or adaptation of the foregoing) in violation of applicable law, including without limitation, United States and foreign export laws and regulations. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties.
(l) Fraudulent Actions of Users. Without limiting the generality of any other limitations on liability in these Terms, Wayo is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any User that are deceptive, fraudulent, or otherwise invalid ("Fraudulent Actions"). By using the Services, you hereby release Wayo from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify us of any Fraudulent Actions which may affect the Services. Wayo reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.
3. Customer Accounts.
(a) Customer Accounts. Customers may create a Wayo account via the Services (Customer’s “Customer Account,”) that will allow Customer to receive information from us and/or to participate in certain features of the Services. We will use the information provided in accordance with our Privacy Policy. By registering with us, you represent and warrant that all information you provide during account creation is current, complete, and accurate to the best of your knowledge. You agree to maintain and promptly update your Customer Account information so that it remains current, complete, and accurate. During the Customer Account creation process, you may be required to choose a password. You acknowledge and agree that we may rely on this password to identify you. You are responsible for all use of your Customer Account, regardless of whether you authorized such access or use, and for ensuring that all use of your Customer Account complies fully with the provisions of these Terms. Customer Accounts may be cancelled by e-mailing us at contact@wayo.club.Customer Accounts may not be sold, traded, or otherwise transferred to any other person or entity.
(b) Verification. Users may be asked to provide a valid mobile phone number through the associated mobile phone, via e-mail, through a third-party verification service provider or through the Services and verify such number as instructed by us. To verify your mobile phone number, we will send you a code via text message to the mobile phone number you provided, and you must enter that code as instructed in the Services. If you change your mobile phone number, you must promptly provide and verify your new mobile phone number. When you provide your mobile phone number, you expressly consent to receive direct dial calls, autodialed and prerecorded message calls, and text messages at that number. Users may also be required to verify their identities, especially in the case of Payment Services. This may include but is not limited to providing proof of identity (such as via a passport or other photo-bearing piece of identification) and residence (such as via a current bill (e.g., utility, rent)). Wayo does not bear any responsibility and cannot be held liable for the verification or non-verification of a User’s identity.
(c) Conduct. The Services may contain the ability to communicate with other Users on one or more profiles, reservation forms, platforms, comments sections, discussion forums, social media outlets, sales channels, and/or other interactive features (hereinafter "Interactive Areas”) in which Users and third parties may communicate. By participating in Interactive Areas, you agree and acknowledge that you shall not: (i) upload, distribute, or otherwise publish to the Services any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; (ii) threaten or verbally abuse other Users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or "spam”; (iii) use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, national origin, ethnicity, disability, etc.; and hate speech of any kind is grounds for immediate and permanent suspension of use of the Services; (iv) personally attack another User; (v) use the Interactive Areas to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services except for the sale of goods or services in the scope envisioned by the express purpose of the Services; (vi) upload, post or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to civil liability; (vii) post unauthorized commercial communications (such as spam); (viii) upload, post, or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; (ix) post, or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; (x) impersonate any person or entity, including, but not limited to, any of our employees; (xi) interfere with any other User's right to privacy, including by harvesting or collecting personally-identifiable information about other Users of our Interactive Areas or posting private information about a third party; (xii) engage in unlawful multi-level marketing, such as a pyramid scheme; (xiii) upload, post or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; (xiv) interfere with or disrupt the Services or the Interactive Areas or the servers or networks connected to the same, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services and/or the Interactive Areas; and/or (xv) facilitate or encourage any violations of these Terms or any other Wayo policies.
(d) Profile Modification. Users agree and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us in our reasonable discretion, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.
(e) Submissions; Media. Should you submit, display, publish or otherwise post any content to an Interactive Area ("Submissions"), you grant to us and our partners and affiliates a limited, non-exclusive, sublicensable, worldwide, fully-paid, royalty-free, perpetual license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submissions in any and all media now known or hereafter developed for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or any third party.
You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
If you participate in an event or gathering sponsored or arranged by or on behalf of Wayo (each, a “Wayo Event”), including events or gatherings that may be held at Host Venues, you understand, acknowledge and agree that photographs, videos or other recordings may be made that include your image, likeness and/or voice (collectively, “Media”). Media will never contain or include images of your computer screen, work materials, or any other content that could reveal confidential or proprietary information. By participating in or attending a Wayo Event, you grant to us and our partners and affiliates a non-exclusive, sublicensable, worldwide, fully-paid, royalty-free, perpetual license to use, modify, publicly perform, publicly display, reproduce, and distribute such Media in connection with Wayo’s business and for marketing purposes, which may include sharing on our website, on social media, in newsletters, or in promotional materials. Wayo may edit or combine Media with other content, and use it in any format, and you consent to all such use. If you’d prefer not to be photographed, filmed, or otherwise recorded, just let us know ahead of time via e-mail to privacy@wayo.club, and we won’t include your image, likeness and/or voice in the associated Media. If you subsequently wish to be removed from any existing Media, you can let us know via e-mail to privacy@wayo.club, and we’ll remove your image, likeness and/or voice from any future use of the associated Media.
(f) Right to Monitor. We shall have the right, but not the obligation, to monitor your Customer Account and Submissions in our sole discretion.
(g) Settings. You may establish certain default settings for your use of the Payment Services through the Services, such as your preferred payment card account. You may change these settings through the Services.
(h) Third-Party Platforms. Wayo works with third-party websites, applications, and services (each a “Third-Party Platform”) through which our Reservation Services and Payment Services may be facilitated. In accordance with our Privacy Policy, unless a Customer opts-out by contacting us at contact@wayo.club, we may contact such Customers who access or otherwise use our Reservation Services and/or Payment Services (as defined below) via such Third-Party Platforms at the e-mail address or phone number provided to such Third-Party Platform by Customer.
4. Reservation Services; Payment Services.
(a) Reservations. Wayo provides the Reservation Services to Users for the purpose of assisting Customers in discovering and reserving bookings with Host Venues and of assisting Host Venues in more efficiently managing their availabilities. In response to a Customer’s online request for a Host Venue appointment through the Services, Wayo directly contacts the Host Venue’s computerized database of appointments. The availability of reservations is provided by the Host Venue and determined at the time of User’s request. Users understand and agree that Wayo does not independently verify the availability of any Host Venue and is not liable for errors in a Host Venue’s data, such as double-booking or bookings that are not honored by the Host Venue for any reason. Once a reservation is made by a Customer through the Services, Wayo will provide confirmation of the appointment to the Customer by e-mail or text message to the e-mail address or mobile phone number provided by each Customer upon registration or subsequently updated and provided to Wayo by such Customer. By using the Reservation Services, Users agree to receive reservation confirmations and reminders by e-mail, SMS, push notifications, and/or any chatbot-related or voice-assisted technology with which Wayo may engage. Wayo shall not be held liable in the event a reservation confirmation or reminder is not sent to or received by a User.
(b) No-Show and Cancellation Policy.To assist Wayo in maintaining a consistently high level of service for Host Venues and their clients, Customers must make every reasonable effort to cancel any reservation that they will be unable to honor as far in advance of the reservation as possible. You may cancel your appointment via the Services up until 15 minutes prior to the scheduled start of the reservation at which time your credit card or other payment method will be charged.
Customers who cancel or fail to show up for multiple reservations may have their Customer Accounts terminated, at the sole discretion of Wayo, in the event that such account activity is detrimental to orderly Reservation Services with Host Venues and/or members of the Wayo community.
You acknowledge and agree that Host Venues may cancel a reservation at any time up until 15 minutes prior to the scheduled start of the reservation.
(c) Personal Use Only. User agrees to use the Reservation Services only to book reservations with Host Venues and then honor those appointments by arriving at Host Venues on time and paying for the services booked and provided. Resale or attempted resale of reservations is prohibited and is grounds for, among other things, cancellation of your reservations or termination of your access to the Services.
(d) Payment Services. Wayo utilizes third-party payment services (the “Payment Services”) in order to allow Customers to pay for reservations with participating Host Venues through the Services. Specifically, Wayo collects and processes payments on behalf of Host Venues through Stripe, Inc. (“Stripe”) (or such other payment processor that Wayo may engage in the future), a payment gateway provider. In order to use the Services and Payment Services with a participating Host Venue, Customers must: (i) access the Services on a compatible device; (ii) have an active Customer Account; (iii) make a reservation with the Host Venue through the Reservation Services; and (iv) provide valid payment information through the Services as further described below. There is no fee from Wayo to Customer to use the Payment Services; however, Customer’s mobile carrier’s standard text message and data charges may apply. Customer is responsible for any fees charged by its mobile carrier in connection with the use of the Services, including the Payment Services.
Operational details regarding payment flows, fee splits, tax handling, and applicable point of sale/corporate card options for community bookings are described in the Host Venue Policies, which are incorporated by reference and available to all Host Venues.
(e) Prices/Taxes. The prices for the reserved Services are exclusive of tax. Such prices are displayed through the Services, and any applicable taxes are displayed at the time of completing and finalizing payment for such reservation via the Services.
(f) Payment Card Information. In order to use the Payment Services, Customers must provide account information for at least one valid debit or credit card through the Services. Wayo uses this account information as described in our Privacy Policy. You may add, delete, and edit the debit or credit card account information you have provided from time to time. If you provide account information for more than one valid debit or credit card, you must select which debit or credit card you want to use to pay for your Host Venue services.
To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers (such as payment gateway providers) to process payments and manage debit and credit card information.
By providing debit or credit card account information, you represent, warrant, and covenant that: (i) you are legally authorized to provide such information to us; (ii) you are legally authorized to make payments utilizing the debit or credit card account(s); and (iii) such action does not violate the terms and conditions applicable to your use of such debit or credit card account(s) or applicable law. When you authorize a payment using a debit or credit card account via the Services, you represent, warrant, and covenant that there are sufficient funds or credit available to complete a payment using the debit or credit card account. By using Reservation Services, you acknowledge and accept the binding agreement to bear full financial responsibility for all Reservation Services that you schedule using Wayo or information contained on Wayo.
(g) Authorization and Settlement. When you indicate through the Services that you intend to pay your bill using the Payment Services, you authorize Wayo or the payment service provider to charge your debit or credit card for the full amount of the services to be rendered and any cancellation fees that you may incur at any time prior to or after the reservation time and date. You are responsible for timely payment of all amounts owed by you to Wayo and Host Venues.
(h) Receipts and Transaction History. All receipts for transactions completed through the Payment Services are visible in your Customer Account within the Services. If you would like information in addition to or different from the information contained in your Customer Account, you must request such information from the Host Venue.
(i) Incomplete Payments. Wayo is not liable for any payments that the Payment Services do not complete because: (i) your debit or credit card account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit or overdraft protection of the debit or credit card account; (ii) you have not provided us with correct payment account information; (iii) your debit or credit card has expired; or (iv) circumstances beyond our control (such as, but not limited to, power outages, interruptions of cellular service, or any other interference from an outside force) prevent the execution of the transaction. To the extent that any amounts owed cannot be collected from your debit or credit card account through the Payment Services, you are solely responsible for timely paying the applicable Host Venue by other means, such as cash, as required for the full value of the services scheduled and/or delivered.
5. Host Venue Terms. In addition to the other terms and conditions set forth in these Terms, the following Host Venue Terms are applicable to all Host Venues:
(a) Host Venue Accounts. In order to use our Services as a Host Venue you must create an account through the Services (“Host Venue Account”). By opening your Host Venue Account, you agree to comply with these Terms, the Privacy Policy, and other Wayo Host Venue policies established and provided by Wayo from time to time. You agree to provide Customers with the services reserved with you in accordance with these Terms. In addition, those applicable terms, conditions and restrictions set forth in these Terms for Customer Accounts shall apply equally to Host Venue Accounts.You may also be required to verify your identity, especially in the case of Payment Services. This may include but is not limited to providing proof of identity (such as via a passport or other photo-bearing piece of identification) and residence (such as via a current utility bill). Wayo does not bear any responsibility and cannot be held liable for the verification or non-verification of your identity.
When registering for a Host Venue Account, you represent that you are authorized to act on behalf of the Host Venue and must provide true, accurate, current, and complete data about the Host Venue being registered, as required by Wayo. Such data may include KYC (i.e., Know Your Customer) data, as requested by our payment gateway provider in order to create an account with such provider. Be advised that our payment gateway provider may reject any Host Venue if it fails any applicable gateway provider’s internal due diligence procedures. For more information, see the terms and conditions of our payment gateway provider and processor, Stripe (or such other payment processor that Wayo may engage in the future).You agree to comply with all such terms and conditions applicable to you as a Host Venue hereunder.
You also agree to promptly update your Host Venue Account to keep it accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your Host Venue Account and the information in your Host Venue Account, and, except as otherwise required by applicable law, you are solely responsible for all use of your Host Venue Account, whether or not authorized by you. You agree to immediately notify Wayo of any unauthorized use of your Host Venue Account or any other breach of security related to your use of the Services.
If the area that you are offering for use by Customers through the Services is not primarily and consistently used for the purposes of third parties conducting work or meetings, you agree that the Services shall be the sole and exclusive method used by you for the purposes of offering and booking reservations for that area for temporary use by third parties in connection with conducting work or meetings (the “Purpose”).If Host Venue meets the requirement described in the immediately preceding sentence, during the time that you have a Host Venue Account, you will not use any service or method other than the Services for the Purpose. By way of example (and not limitation), you will not, with respect to the Purpose: (i) contact any prospective Customer prior to booking a reservation through the Services for the purposes of booking or reserving outside of the Services; (ii) cancel any existing reservation and booking the associated Customer outside of the Services; (iii) request or encourage any Customer or prospective Customer to book a future reservation outside of the Services; or (iv) contact or otherwise communicate with any Customers or prospective Customer, directly or indirectly, other than through the Services. In the event that a Customer or prospective Customer indicates a desire to use the applicable area for the purpose of conducting work or a meeting, you will direct them to the Services for the Purpose. Without limiting Wayo’s rights or remedies, failure to strictly abide by the requirements of this paragraph may result in the immediate termination of your Host Venue Account.
(b) Unauthorized Uses. In addition to the foregoing prohibited uses, the Services may not be used by a Host Venue to offer or sell, directly or indirectly, any of the following products or services (hereinafter “Unauthorized Uses”): (i) any illegal activity or goods; (ii) drugs and tools intended for the production of drugs; (iii) pharmacies or pharmacy referral services; (iv) betting, including lottery tickets, sports related gambling, casinos; (v) insurance or other financial merchandise or services; (vi) money transfer; (vii) independent financial adviser services or securities; (viii) pyramid selling or multi-level marketing; (ix) counterfeit goods and goods infringing on third party intellectual property rights; (x) adult entertainment oriented products or services; (xi) escort or sexual services; (xii) sales of firearms, ammunition, or weapons and other devices designed to cause physical injury; (xiii) internet/mail order/telephone order of age-restricted products (e.g., tobacco, alcohol); (xiv) hate or harmful products or other products or services invoking or supporting discrimination, violence or terrorism; (xv) any other sales of products or services in highly-regulated industries; and (xvi) illegal software or illegal downloads such as music, films, or games. Use of the Services for Unauthorized Uses may result in Host Venue Account termination.
(c) Fees.Registration of a Host Venue Account may or may not be free of charge, depending on the Wayo policies in place at the time of such registration (if applicable, “Registration Fee”).Wayo reserves the right to change, from time to time and in its full discretion, the Registration Fee.
Registration Fees shall be transferred via acceptable payment methods as set forth by us at the time of registration or as otherwise communicated to the Host Venue. In addition to the Registration Fee, if applicable in accordance with the Wayo policies then in effect, you agree that a specified fee will be periodically, monthly or semi-annually, depending on your arrangement with Wayo, transferred from said acceptable payment method account for placing your offers via Services and maintaining the Host Venue account (“Host Venue Subscription Fee”). The first Host Venue Subscription Fee will be transferred at the moment of registration along with the Registration Fee, if applicable. Wayo reserves the right to waive or reduce your Host Venue Subscription Fee for a certain period in its sole discretion, such as in the event of a free trial period. After such period, you will be presented with an offer of a certain Host Venue Subscription Fee and a pertinent amount will be transferred from your account if you agree to its conditions. Wayo reserves the right to block or delete the accounts of Host Venues which do not transfer required fees.
Additionally, in accordance with Wayo policies in effect at the time of any Customer reservation, Wayo will charge Host Venue a percentage of the total charged by Host Venue to Customer in connection with the Host Venue services reserved though the Services and performed by Host Venue and processing fee for processing payments (the “Reservation Services Fee”).
Wayo will not change or modify the Registration Fee, the Host Venue Subscription Fee or the Reservation Services Fee except upon prior notice to Host Venue provided via e-mail to the address associated with the Host Venue Account.
For detailed operational procedures regarding fee splits, payouts, chargebacks, withholding, and POS/corporate card community booking options, see the Host Venue Policies, which are incorporated by reference.
(d) Relation of Customer Account on Third-Party Platform. Wayo works with Third-Party Platforms, through which our Reservation Services and Payment Services may be facilitated. In accordance with our Privacy Policy, unless a Host Venue opts-out by contacting us at contact@wayo.club, we may automatically create a Host Venue profile on such Third-Party Platforms using the information provided to us by the Host Venue upon the creation of a Wayo Host Venue Account, which may include but may not be limited to: business name, address, telephone number, email address, hours of operation, schedule of availability, services offered, price list, reviews, and photographs. By using the Services, you grant us a license to use and disclose the same to such Third-Party Platforms and further warrant that the foregoing information provided by you to us will not infringe the rights of any third-party. The use of Third-Party Platforms and accounts thereon is subject to their own privacy policies and is not covered by these Terms or our Privacy Policy.
(e) Host Venue Account Cancellation.You can cancel your Host Venue Account by sending an email to contact@wayo.club or contacting Wayo through the Services. In the event of any such cancellation, Wayo will not refund you fees paid by you, even if you were not using your Host Venue Account during any period or you received no reservations.In case of a cancellation, we reserve the right to delete your Host Venue Account from the Services.
Please be advised that cancellation of a Host Venue Account with Wayo may not cancel or cause to be deleted a Host Venue account on a Third-Party Platform. To cancel or request to be deleted such accounts, Host Venues should contact such Third-Party Platform directly.
(f) Compliance with Terms of Sale. All sales and accepted reservations shall be binding. Host Venue agrees and acknowledges that he, she, or it, and not Wayo, shall be solely responsible for delivery of any and all purchased services to Customers and that a contract for sale arises at the point where a Customer utilizes the Reservation Services to book a reservation. Every sale shall be subject to the laws applicable, but there shall not be implied any right that is not a legal right and that is not set forth in these Terms.
(g) Certain Host Venue Warranties and Restrictions, Including Insurance. In addition to Unauthorized Uses and prohibited use of the Services set forth in these Terms, Host Venue represents, warrants and covenants that any and all services: (i) are not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party; (ii) have not been identified by any regulations set forth by any government or regulatory agency applicable to Host Venue and Customer as hazardous to consumers; (iii) are not counterfeit; and (iv) do not violate the rules and regulations promulgated by the U.S. Food and Drug Administration (“FDA”). Host Venue warrants and represents that he, she, or it has and shall continue to have all licenses and authorizations required for performance of these Terms, including all copyrights, trademarks and other intellectual property related to any Host Venue Account information provided to us. Upon our request, Host Venue shall provide us with sufficient documentary evidence of such rights. We are not obliged to require such documentary evidence, and the fact that we have not requested such documentary evidence shall not be deemed in any way as a waiver of this requirement or a statement as to whether or not such authorization is required. Without limiting the generality of indemnification provisions or other limitations on and waivers of liability under these Terms, Wayo shall have no liability or responsibility of any kind to any person or entity in respect of insurance requirements or failure of a Host Venue to maintain insurance coverages or damage, loss, claims, costs, liabilities, etc. of any type arising in the course of or in any way related to Host Venue use of Services or Customer presence on any Host Venue’s space or site.
(h) Services Description. By listing services available via the Reservation Services, Host Venue must accurately describe the services and all related terms. Host Venue’s listings may only include text descriptions, and other content relevant to such listing, and must comply with all Wayo policies then in effect.
(i) Calendar Maintenance. Host Venue is responsible for the accurate maintenance and updating of its calendar to show current and correct availability for the Reservation Services. In no event shall Wayo be held liable for double-bookings or other schedule-related errors.
(j) Ethical Selling; Communication with Customers. Host Venues shall utilize ethical selling practices when promoting any and all services including refraining from the making of false and/or misleading statements regarding the Host Venue services and/or Host Venue. Host Venue expressly agrees to conduct itself at all times in an ethical and lawful manner. Wayo may, from time to time and in its sole discretion place limits on the types of communications that Host Venues may send to Customers, including but not limited to mass targeted marketing campaigns via SMS text, email, or push notification.
In addition to the foregoing, Host Venues shall not abuse any communication system made available via the Services, including the use of auto-responders. Host Venues understand that such auto-responders may or may not be activated automatically upon registration of a Host Venue Account, depending on jurisdiction, and can be modified by Host Venue via its account settings.
(k) Legal Compliance. In addition to the other requirements to comply with laws, regulations, and terms set forth herein, Host Venues agree to obey any and all local, state, and federal regulations and laws regarding solicitation and sales. You represent, warrant and covenant to us that you understand the Services and the nature thereof and that your use of the Services for the Purpose (as defined above) does not and shall not violate: (i) any law or regulation applicable to you or your property; or (ii) any public or private obligation (including contractual obligation) applicable to you or your property. You further represent, warrant and covenant to us that you comply and will comply with all applicable data protection laws in connection with your collection and use of personal information.
(l) Promotional Methods. Subject to the terms and conditions of these Terms, Host Venues shall be free to choose on which social media platforms and through such other mediums and sales channels its services are promoted and its use of the Services, including the ability to choose operation means, methods, locations and hours. If a Host Venue hosts a Wayo Event, Host Venue grants to Wayo a non-exclusive, sublicensable, worldwide, fully-paid, royalty-free, perpetual license to use, modify, publicly perform, publicly display, reproduce, and distribute resulting Media in connection with Wayo’s business and for marketing purposes.
(m) Right of Refusal. Host Venue may refuse to accept a reservation made via the Reservation Services for any or no reason whatsoever so long as such a refusal does not violate federal, state, or local laws, or any other applicable rule or regulation.
(n) Policies. Wayo may enact policies relating to Host Venues’ use of the Services by notifying Host Venue via e-mail to the e-mail address on file with Wayo (each, a “Policy”). Such Policies shall be effective upon such notification, unless otherwise set forth in a particular Policy. Host Venues must conform to and comply with all such Policies.
In addition, Wayo maintains a set of more detailed operational policies specific to Host Venues (the “Host Venue Policies”). The Host Venue Policies form part of the Policies, are incorporated herein by reference, and are made available by Wayo to Host Venues. Host Venues agree to review and comply with the Host Venue Policies, as updated from time to time.
(o) Chargebacks; Withholding.If a Customer is not the authorized user of the payment method or otherwise contests the transaction, the amount of a transaction may be reversed or charged back provided that the transaction: (i) is disputed; (ii) is reversed for any reason by the payment network, Wayo’s payment gateway provider, or the Customer or its financial institution; (iii) was not authorized or Wayo has any reason to believe that the transaction was not authorized; or (iv) is allegedly unlawful, suspicious, or in violation of these Terms. For any transaction that results in a chargeback, the chargeback amount will be withheld in a reserve from the amounts payable to Host Venue. We may recoup the amount of any chargeback and any associated fees and fines assessed by a network or our processor. In addition to the foregoing, Wayo may assess a chargeback processing fee. If you have pending chargebacks, we may delay payments, and if we reasonably believe that a chargeback is likely with respect to any transaction, the amount of the potential chargeback may be withheld from payments otherwise due to you until such time that: (A) a chargeback is assessed due to a Customer complaint, in which case we will retain the funds; (B) the period of time under applicable law or regulation during which the associated Customer may dispute the transaction has expired; or (C) we determine that a chargeback on the transaction will not occur. If we are unable to recover funds related to a chargeback for which you are liable, you agree to pay us the full amount of the chargeback immediately upon demand. You agree promptly to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.
If we believe you might incur, or you are incurring, an excessive amount of chargebacks, we may establish additional conditions governing your account, including: (I) establishing new processing fees; (II) creating a reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees; (III) delaying payouts; or (IV) terminating or suspending the Payment Services.
We will assist you, when requested and at your expense, to investigate any of your transactions processed through the Payment Services. To that end, you permit us to share information about a chargeback with the Customer, the Customer’s financial institution, our payment processor, payment networks and your financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release corresponding reserved funds to your account. If a chargeback dispute is not resolved in your favor by the network or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in these Terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) calendar days of our request, may result in an irreversible chargeback.
(p) Withholding of Funds. Where we, in our reasonable opinion, are required to do so by law, we reserve the right to withhold funds for services that we reasonably deem suspicious with regard to money laundering, Unauthorized Uses, fraud, or other illegal activities or in case of any other chargebacks or revocations.
(q) Payouts. Once you create your Host Venue Account, you will have the opportunity to designate a deposit account into which you wish to be paid out by the payment processor. Once funds for the Payment Services have been completed and are settled, they shall be available for withdrawal pursuant to the policies and procedures of the payment processor.
Except as required by law, you shall remain solely and exclusively responsible for retaining permanent records of all transactions processed via your Host Venue Account Settings.
We are not responsible and accept no liability for any delay of payout. To inquire about a payout schedule for any particular transaction please review your payment reports or contact Wayo at contact@wayo.club.
In the event your payout account becomes negative, you agree that we have the right to offset any incoming payments against the negative balance. Should you fail to bring your account to positive state, we may block you from accepting further payments and institute legal proceedings for collection.
(r) Pay Out Information. You agree to provide current, complete, and accurate deposit account information for payout. You agree to promptly update your Host Venue Account and other information, including your address, e-mail address and bank account information, so that we can complete your transactions and contact you as needed.
(s) Deposits. Wayo may require the Host Venue to maintain deposits in an escrow account to act as protection against chargebacks and refunds. The amount of such deposits will be determined by Wayo.
(t) Errors. We will attempt to fix processing errors we discover. If the error resulted in your receipt of fewer funds than you were entitled, we will credit your Host Venue Account for the difference. If the error results in your receipt of more funds than you were entitled, Wayo will debit the extra funds from your Host Venue Account or your linked bank account. You shall remit to Wayo the difference within thirty (30) days of demand. We will only correct transactions that are processed incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history may be deemed a waiver of any right to amounts owed to you.
(u) Refunds. By accepting card transactions through the Payment Services, you agree to process returns of, and provide refunds and adjustments for reservations or services in accordance with these Terms. You are obliged to disclose your refund or cancellation policy to Customers at the time of purchase and/or booking, as applicable, and can refund transactions up to thirty (30) days following the date of said transaction.
Wayo will automatically process refunds on your behalf from your available balance or deposit amount and shall not be liable for refunds made in error or in violation of your own policies. If your available balance or deposit amount is insufficient to cover the refund, Wayo will withdraw the requested refund amount and credit it back to your Customer. Further refunds may be accepted but will only be processed once your account shows a positive balance. For every refund Wayo may charge a refund processing fee.
Wayo has no obligation to accept any returns of any of your goods or services on your behalf pursuant to the applicable Network Rules (as defined below). By using the Payment Services, you agree to comply with all applicable bylaws, rules, and regulations set forth by the payment processing networks (“Network Rules”). The payment processing networks amend the Network Rules from time to time. Wayo may be required to change these Terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at https://visa.com, https://www.mastercard.com, and https://www.americanexpress.com/merchantopguide. In the event of inconsistency between a Network Rule and these Terms, and except as otherwise agreed between Wayo and the payment processing networks, the Network Rules shall apply.
(v) Set-Off/Collection Rights. We are entitled to set-off any and all claims against amounts payable to Wayo by Host Venue. In addition, to the maximum extent provided by law, we may collect any and all obligations due and owing by you to us by deducting them from your pending transactions in the deposit account. Fees shall be assessed at the time of transaction processing and will be deducted from the funds received. Your failure to pay all amounts due and owing shall be deemed an immediate breach of these Terms for which you will be liable. You further agree to pay all fees and costs, including but not limited to attorneys’ fees and costs, incurred by or on our behalf arising from or related to the collection of any unpaid obligations by you.
(w) Taxes. Fees with respect to reservations made through the Services are exclusive of any applicable sales or other taxes, which will be added by Wayo's payment processor. If you are a Host Venue based in the United States and in a given calendar year you process gross amounts or aggregate number of payments, in either case equal to or in excess of then-applicable IRS thresholds, Wayo's payment processor may be required by law to report information about you and your use of the Payment Services to the Internal Revenue Service (“IRS”). For purposes of determining whether you have met the applicable IRS reporting threshold, the gross amount does not include any adjustments for credits, cash equivalents, discount amounts, fees, refunded amounts or any other amounts. Whether you reach or exceed any such thresholds as identified in applicable law or regulation will be determined by Wayo's payment processor. In order to be able to meet said regulatory obligations, before Host Venue meets the thresholds, our payment processor will need additional information, including a completed IRS form W9 for U.S.-based Host Venues. We are entitled to block the Payment Services for any Host Venue that fails to provide our payment processor with all the needed information based on the applicable taxation rules and regulations.
(x) Transaction History. You may, at any time, view and download your transaction history through your Host Venue Account within the Services. While we endeavor to keep all such information complete, timely, and accurate, we do not warrant that all transaction history shall be error-free. You are encouraged to maintain your own transaction history and financial information. By using the Services you acknowledge that your reliance on any such information provided by Wayo is at your own risk. Wayo shall not be held liable in the event such information is inaccurate or incomplete.
6. Intellectual Property; Privacy.
(a) Intellectual Property. These Terms permit access to and use of the Services, and you are not granted a license to any software or intellectual property by these Terms. The Services belong to us and are the exclusive property of Wayo and its licensors (if any). All rights not expressly granted to Users through these Terms are exclusively reserved and retained by Wayo.
Furthermore, excluding your Submissions, the Services and all material displayed or transmitted on the Services, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics (hereinafter “Wayo Materials”), are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.
Except as otherwise expressly set forth in these Terms, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Wayo Materials, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Wayo Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Wayo Materials.
You may make a single print copy of any Wayo Materials provided by us on the Services for personal, non-commercial use only, provided that you do not remove or cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Wayo Materials. You may not archive or retain any of the Wayo Materials accessed through the Services without our express written permission. All requests for archiving, republication or retention of any part of the Wayo Materials must be in writing to us and must clearly state the purpose and manner in which the Wayo Materials will be used. Requests for permission to archive, retain, or republish any part of the Wayo Materials may be submitted to contact@wayo.club.
You acquire no rights or licenses whatsoever in the Wayo Materials other than the limited rights to use the Services in accordance with these Terms. Any Wayo Materials accessed or downloaded from the Services must be accessed or downloaded in accordance with these Terms.
(b) Grant of License from User. You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in your Submissions and/or Media (except, with respect to Media, to the extent you opt-out, as described above) and any content contained in any service listing or profile. You agree to allow Wayo to store or re-format your content and display your content in any way as we so choose. Wayo will only use personal information in accordance with our Privacy Policy.
(c) Feedback. Wayo shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any User or on User’s behalf in connection with these Terms.
(d) Customer Confidential Information. As part of a transaction made via the Services, Host Venues may obtain personal information, including payment information, a telephone number, and an e-mail address, from a Customer/User. This personal information shall only be used for that transaction or for Wayo-related communications and shall be held in strict confidence in accordance with our Privacy Policy. We have not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the Customer, Host Venues are not licensed to add any Customer to an e-mail or physical mailing list. For more information, see our Privacy Policy.
(e) Copyright Policy; DMCA Takedowns. We respect the intellectual property rights of others. If you are a copyright owner or an agent of such an owner and believe that any content or any material on the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. §512(c)(3) for further detail): (i) a physical or electronic signature of the owner of the right that is allegedly infringed or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of the copyrighted works; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Services; (iv) information reasonably sufficient to permit us to contact the owner or agent, such as an address, telephone number, and email address; (v) a statement that the owner or agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated Copyright Agent to receive notifications of claimed infringement (or a counter-notification, if you believe your content has been wrongly removed) is:
Wayo, Inc.99 Wall StreetSuite 389New York, NY 10005Attn: Copyright Agent
e-mail: legal@wayo.club
You acknowledge that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
7. Third-Party Ads and Features.
(a) Third-Party Ads and Promotions. We may, from time to time, display ads and promotions from third parties on or through the Services. Your communications and transactions with third parties as a result of such ads or promotions, and any terms, conditions, warranties, or representations associated with such communications and transactions, are solely between you and such third party. We are not responsible or liable for any loss or damage incurred by you or any other party as the result of any such communications and transactions, or as the result of the presence of third-party advertisers on the Services.
(b) Use of Third-Party Tools and Platforms. We may provide you with access to third-party tools and integrations (including Third-Party Platforms) over which we have no control or input and which we do not monitor. Information is shared with such third parties as set forth in our Privacy Policy.
You acknowledge and agree that we provide access to such tools and integrations “as is” and “as available “without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools and integrations.
Any use by you of optional tools offered through the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the Services, including but not limited to the release of new tools. Such new features and/or services shall also be subject to these Terms.
(c) Third-Party Links. Certain content, products, and services available via the Services may include materials from third-parties. Third-party links on the Services may direct you to third-party web sites and/or services that are not affiliated with us.We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or web sites and/or services, or for any other materials, practices, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party with whom you connect via the Services. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
8. Legal Disclaimers; Limitations of Liability; Indemnification.
(a) Disclaimers; Limitation of Liability. YOU AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER WE NOR OUR AFFILIATES NOR ANY RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AND ANY DOWNLOADABLE SOFTWARE, PRODUCTS, OR OTHER MATERIALS, WITHOUT LIMITATION, ARE PROVIDED ON AN “AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WAYO DOES NOT WARRANT THAT WAYO WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. WAYO SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF WAYO. FOR THE AVOIDANCE OF DOUBT, YOU MAY HAVE OTHER STATUTORY RIGHTS, AND THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON SERVICES ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR EMPLOYEES, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, AFFILIATES, VENDORS, AND/OR OUR OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS AND OFFICERS BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH OR RELATE TO: (I) THESE TERMS; (II) ANY USE OF THE SERVICES, HARDWARE OR ACCESSORIES, MATERIALS, OR THE USER-GENERATED CONTENT; (III) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE RESERVATION SERVICES OR PAYMENT SERVICES); OR (IV) YOUR VISIT TO ANY HOST VENUE OR THE PERFORMANCE, NON-PERFORMANCE, COMPLIANCE, CONDUCT, OR POLICIES OF ANY HOST VENUE OR CUSTOMER IN CONNECTION WITH THE SERVICES OR ANY RESERVATION, INCLUDING ANY DEFICIENCY OR LIMITATION IN HOST VENUE'S INSURANCE IN ANY RESPECT. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE WAYO SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES. WAYO IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY HOST VENUE FOR WHICH A CUSTOMER HAS MADE A RESERVATION OR PAID A BILL USING THE PAYMENT SERVICES.
WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT ONLY SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
THE ABOVE LIMITATIONS SHALL SURVIVE THESE TERMS AND INURE TO THE BENEFIT OF US AND OUR AFFILIATES AND RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. YOU AND WAYO UNDERSTAND AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THIS SECTION 8(a) ARE ESSENTIAL ELEMENTS OF THESE TERMS AND THAT THEY REPRESENT A REASONABLE ALLOCATION OF RISK. IN PARTICULAR, YOU UNDERSTAND THAT WAYO WOULD BE UNABLE TO MAKE THE SERVICES AVAILABLE TO YOU EXCEPT ON THESE TERMS AND AGREE THAT THESE TERMS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) Indemnification. You agree to defend, indemnify and hold us harmless, as well as our affiliates and vendors and respective directors, officers, employees, users, and agents, from and against all claims, suits, injuries, illnesses, damages, liabilities and costs, and expenses, including attorneys' fees, arising out of or related to: (i) your use of the Services; (ii) your noncompliance with or breach of these Terms; (iii) your use of third-party services, platforms, products, links, advertisements, and/or tools; (iv) your violations of any third-party rights, including third-party intellectual property rights in Submissions and feedback; (v) the unauthorized use of the Services by any other person using your Customer Account; and (vi) if you are a Host Venue, your failure to comply with the network rules or PCI-DSS security standards, including the compromise of any payment information.
(c) Release. You understand that Host Venues and Customers are solely responsible for their interactions between and among each other and any and all claims, injuries, illnesses, damages, liabilities and costs (“Claims”) suffered by you, as a result of your interaction with another User or visitor to any Host Venue or from any product or service of any Host Venue. Any dispute regarding services, access, or conditions at a venue should be directed to the associated Host Venue. You hereby release Wayo from any and all such Claims. In connection with the foregoing, if you are a California resident, you hereby waive California civil code section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against Wayo pertaining to the subject matter of this Section 8(c).
9. Governing Law; Arbitration.
(a) Governing Law. These Terms are made under and shall, together with any claims, disputes and controversies in connection herewith, be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. Except as otherwise expressly set forth in Section 9(b) below, the exclusive jurisdiction for all Disputes (defined below) that you and Wayo are not required to arbitrate will be the state and federal courts located in New York County, New York. You waive all claims of lack of personal jurisdiction and forum non conveniens in such courts.
(b) Arbitration.
(i) Mandatory Arbitration of Disputes. If you are based in the United States of America, we each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. We each agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This arbitration provision shall survive termination of these Terms.
(ii) Exceptions. As limited exceptions to sub-section (i) above: (A) we both may seek to resolve a Dispute in small claims court if it qualifies; and (B) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights.
(iii) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against us, you agree to try to resolve the dispute informally by sending us notice at legal@wayo.club with the subject heading “DISPUTE RESOLUTION NOTICE”, which notice shall include your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding pursuant to these provisions. Any statute of limitations will be tolled during the 60-day resolution process.
(iv) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
(v) Location of Arbitration. The arbitration will be conducted by telephone, based on written submissions, remote video conference, or in person in New York County, New York or at another mutually agreed location. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, we will pay them for you. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
(vi) Injunctive and Declaratory Relief. Except as provided in sub-section (ii) above (Exceptions), the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
(vii) Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(viii) Severability. With the exception of any of the provisions in sub-section (vii) above (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
10. Miscellaneous.
(a) Customer Service. Should you have any questions, comments or concerns regarding the Services or these Terms, customer service may be contacted at any time at contact@wayo.club.
(b) Affiliate Disclosure. We may have an affiliate relationship with third-parties and affiliates to whose products and/or services we link and promote through the Services. Because of this relationship, we may earn a commission on products purchased by a User from a third-party affiliate or partnership.
(c) Authority. Each party represents and warrants to the other that it has full power and authority to enter into these Terms and that these Terms are binding upon such party and enforceable in accordance with their terms.
(d) Waiver. Any waiver of any rights under these Terms shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future. Unless otherwise expressly set forth herein, the rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
(e) Force Majeure. We shall not be liable for damages caused by conditions beyond our control including acts of God, government restrictions, wars, insurrections, acts of terrorism (including cyber), third party hacks and intrusions, epidemics or pandemics, and/or infectious diseases.
(f) Assignment. These Terms and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by User, but may be freely transferred, assigned, or delegated by Wayo.
(g) Rights of Third Parties. These Terms do not give any right to any third party unless explicitly stated herein.
(h) Relationship of the Parties. The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between them. Neither party has authority to enter into terms of any kind in the name of the other party or of any third-party that may have a right pursuant to these Terms.
(i) Severability. If any part of these Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.
(j) Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to Wayo, Inc., 99 Wall Street, Suite 389, New York, NY 10005 (or such successor address that we may publish on our website or otherwise), and in the case of any User or Host Venue, to the e-mail address you provide to us (either during the Customer Account or Host Venue Account registration process or when your e-mail address changes). Notice shall be deemed given twenty-four (24) hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Customer Account or Host Venue Account registration. In such case, notice shall be deemed given three (3) days after the date of mailing.
(k) Construction. Words importing the singular include the plural, words importing any gender include every gender and words importing persons include entities, corporate and otherwise; and (in each case) vice versa. The section headings are for ease of reference only and shall not affect the interpretation or construction of these Terms. As used herein, the words “shall” and “will” are to be interpreted as imperative and mandatory, and not permissive. Whenever the terms “including” or “include” are used in these Terms in connection with a single item or a list of items within a particular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of, the items within such classification.
(l) Entire Agreement; Survival. These Terms, together with the Policies, constitute the entire agreement between you and us regarding the use of the Services, superseding any prior agreements between you and us relating to your use of the Services. Sections that by their nature, or to give effect to their meaning, must survive expiration or termination of these Terms, shall survive any expiration or termination of these Terms.