Terms of Service

February 02, 2021

Welcome to the Fairwai Labs Inc. (“Fairwai”) website located at fairwai.com (the “Site”). If you have purchased a subscription or been invited to participate in a free trial to access and use the Services (defined below), then please read these Customer Terms of Service (the “Customer Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of our Site and our team coordination software accessible via our Site, services, products, content and our desktop and mobile device applications (“App”). To make these Customer Terms easier to read, the Site, our services and App, are collectively called the “Services,” and the terms “Fairwai,” “we,” and “us” include Fairwai Labs Inc. and our affiliates and subsidiaries.

1. Agreement to Customer Terms.

By using the Services and/or inviting your employees, students, friends or any other person or entity to use the Services, you agree to be bound by these Customer Terms as a “Customer”. If you have executed a separate written subscription agreement with us (a “Subscription Agreement”), then in the event of any conflict or inconsistency between your Subscription Agreement and these Customer Terms, your Subscription Agreement will control.

2. Services

During the period in which you are subscribed to the Services, and subject to your strict compliance with these Customer Terms, including payment of all applicable Subscription Fees, we will use commercially reasonable efforts to provide you with access to use the Services.If you are using the Services under a free trial and have not purchased any subscription to the Services (an “Evaluation Trial”), then notwithstanding anything to the contrary in these Customer Terms, you hereby acknowledge and agree that (i) the Services, and any content, data, software or other materials provided or accessible in connection with the Services are provided solely on an “AS IS” basis without warranties or representations, express or implied, of any kind; (ii) we may suspend your use and access to the Services, your Workspace (as defined below) and User Content (as defined below) at any time in our sole discretion; and (iii) any User Content, data, settings, visualizations and other materials generated through the Services during your Evaluation Trial will be permanently lost at the end of the Evaluation Trial unless you purchase a paid subscription to the Services that would support your level of use from the Evaluation Trial.

3. User Terms

Subject to the restrictions set forth herein, as part of your subscription to the Services, you have the right to invite and authorize your employees, friends, family, students, consultants, agents, representatives or any other person (“Authorized Users”) to sign up for an account on our Site or App to use, access and collaborate with one another and you within your instance of the Services (“your Workspace”). You acknowledge and agree that your Authorized Users’ use of the Services is subject to our User Terms of Service (“User Terms”), and that you are directly responsible to us for ensuring that your Authorized Users agree to, and comply with, our User Terms and Privacy Policy.

4. Privacy Policy.

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your (and your Authorized Users’) use of the Services is subject to our Privacy Policy.

5. Who May Use the Services?

(a) Eligibility. You may use the Services only if you are (i) 18 years or older and capable of forming a binding contract with Fairwai; (ii) not barred from using the Services under applicable law; and (iii) have an active subscription to the Services.(b) Registration and Your Information. If you or your Authorized Users want to use the Services you and they will have to create an account (“Account”). You and they can do this via the Site through our online registration procedures which we may update from time to time.(c) Accuracy of Account Information. It’s important that you and your Authorized Users provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you or they don’t, we might have to suspend or terminate your or their Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

6. Feedback.

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at contact@Fairwai.com. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

7. Your Workspace.

Subject to your compliance with the other provisions of these Customer Terms, we will use commercially reasonable efforts implement your reasonable instructions with respect to your Authorized Users, your Workspace and your User Content (as defined below) therein. This includes, for example, the suspension or termination of your Authorized Users, the retention and deletion of User Content on your Workspace, and management of access controls and permissions within your Workspace. You acknowledge and agree that it is solely your responsibility to notify your Authorized Users of any action or instruction by you that could affect their access to and integrity of any User Content.

8. Fees.

Unless expressly stated otherwise in your Subscription Agreement, at the end of each month of your subscription we will charge you a fee for access and use of the Services (“Subscription Fees”). If you have signed up for a subscription to the Services through our third party payment processing partner and have authorized direct billing to a credit card, debit card or bank account, we will issue a charge to your applicable card or account for applicable Subscription Fees at the end of each month. Otherwise, we will issue you a written or electronic invoice at the end of each month setting forth the applicable Subscription Fees, and the amounts set forth there in will be payable to us no later than fifteen (15) days from the date of such invoice.For purposes of these Customer Terms, the “Subscription Plan” means the amount that we charge you for use of the service each month, as communicated to you in writing by us at the time that you sign up for a subscription to the Services. We may update your Subscription Plan from time-to-time at our sole discretion upon thirty (30) days’ written notice to you.Unpaid Subscription Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Fairwai’s net income.

9. Content Ownership and Responsibility.

(a) Definition. For purposes of these Customer Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including, but not limited to User Content (as defined below); and (ii) “User Content” means data (including personal data and personally identifiable information), content and communications that you or your Authorized Users upload to or post on the Services.

(b) Customer Rights and Responsibilities. You acknowledge that as between you and Fairwai, it is your sole responsibility to (i) obtain all required consents and permissions from Authorized Users with respect to User Content in connection with the operation of the Services; (ii) inform Authorized Users of any Customer policies, instructions or actions by Customer that may affect User Content and an Authorized Users’ ability to access User Content; and (iii) respond to and resolve questions from Authorized Users and handle any disputes with Authorized Users in connection with User Content.

(c) Our Content Ownership. Fairwai does not claim any ownership rights in any of User Content, and as between you and Fairwai, nothing in these Customer Terms will be deemed to restrict any rights that you may have to use and exploit User Content. Subject to the foregoing, Fairwai and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the France and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

(d) Rights in Data Granted by You. By making User Content available (either through you or your Authorized Users) through the Services you hereby grant to Fairwai a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform User Content in connection with operating and providing the Services and Content to Customer, you and to other Account holders.

(e) Your Responsibility for User Content. You are solely responsible for all User Content. You represent and warrant that you own all User Content or you have all rights that are necessary to grant us the license rights in User Content under these Customer Terms. You also represent and warrant that neither User Content, nor your use and provision of User Content to be made available through the Services, nor any use of User Content by Fairwai on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(f) Rights in Content Granted by Fairwai. Subject to your compliance with these Customer Terms, Fairwai grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of the Services in accordance with these Customer Terms.

10. DMCA/Copyright Policy

Fairwai respects copyright law and expects its users to do the same. It is Fairwai’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Fairwai’s Copyright and IP Policy, for further information.

11. General Prohibitions and Fairwai’s Enforcement Rights.

You agree not to (and will ensure that your Authorized Users do not) do any of the following:

1 - Post, upload, publish, submit or transmit any Content that:
(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar or offensive;
(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
(vii) promotes illegal or harmful activities or substances;

2 - Access, tamper with, or use non-public areas of the Services, Fairwai’s computer systems, or the technical delivery systems of Fairwai’s providers;
3 - Attempt to probe, scan or test the vulnerability of any Fairwai system or network or breach any security or authentication measures;
4 - Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Fairwai or any of Fairwai’s providers, Customer or any other third party (including another user) to protect the Services or Content;
5 - Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Fairwai or other generally available third-party web browsers;
6 - Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
7- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
8 - Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
9 - Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
10 - Impersonate or misrepresent your affiliation with any person or entity;
11 - Violate any applicable law or regulation; or
12 - Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Customer Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Customer Terms. We have the right to investigate violations of these Customer Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

12. Changes to Terms or Services.

Because the Services and business are evolving over time, we may make updates or modifications to these Customer Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Customer Terms on the Site or through other communications. You can also subscribe to updates to our Customer Terms. If we make a material change to these Customer Terms, we will provide you with reasonable advance notice of such change either through the Services or by email. It’s important that you review the Customer Terms whenever we update them or you or your Authorized Users use the Services. If you or your Authorized Users continue to use the Services after we have posted updated Customer Terms, you are agreeing to be bound by the updated Customer Terms; provided that within thirty (30) days of any such update, you may cancel your subscription by providing us with written notice, and such cancellation will take effect at the end of the then-current month of your subscription. If you don’t agree to be bound by the updated Customer Terms, then you and your Authorized Users may not use the Services anymore.

13. Support

As part of your subscription to the Services, Fairwai will provide you and your Authorized Users with reasonable support for the Services via email and chat through our Site during the hours of 9:00am to 5:00pm Europe time during regular business days.

14. Marketing

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our Site and in other public or private communications with our existing or potential customers and investors, subject to your standard trademark usage guidelines as provided to us from time-to-time. You may withdraw this right at any time by sending us an email at contact@Fairwai.com.With your prior approval, we may produce and publish a case study on our Site regarding your use of the Services. In your discretion, you may provide us with a mutually agreeable quote with respect to Fairwai and the Services, to be used for our marketing and publicity purposes.

15. Third Party Services.

As part of the Services, we may offer you the ability to integrate the Services and your Workspace with platforms, data, content and software hosted or provided by third parties (“Third Party Services”). Notwithstanding anything to the contrary in these Customer Terms, if you elect to integrate and/or use any of these Third Party Services in connection with the Services, you hereby acknowledge and agree that (i) your use of any Third Party Services is governed solely by the terms of the applicable agreement between you and the provider of such Third Party Service; (ii) Fairwai is not responsible for any errors, bugs, delays, interruptions, failures, or any other aspect of the Third Party Services, or any failure of the Services to interoperate or work properly with such Third Party Services; and (iii) any access to such Third Party Services provided by Fairwai through the Services solely on an “AS IS” basis, without warranty of any kind.The Services (including the Site) may also contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

16. Security

You hereby represent, warrant and agree that you and your Authorized Users will access and use the Services only in compliance with our standard access and security policies then in effect and provided to you in writing. You will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”).You will be responsible for ensuring that all Equipment is compatible with the Services and complies with all configurations and specifications set forth in our published policies then in effect . You shall also be responsible for maintaining the security of the Equipment, the Account, passwords) and files, and for all uses of the Account or the Equipment with or without your knowledge or consent.

17. Term.

These Customer Terms will remain in full force and effect for the duration of your subscription to the Services. Unless you and Fairwai expressly agree in writing to the contrary in a Subscription Agreement or otherwise, your subscription will automatically renew at the end of the duration of your subscription and each month thereafter for additional one (1) month periods, unless either party notifies the other of its intent not to renew at least thirty (30) days prior to end of the then-current subscription month.

18. Termination and Cancellation.

(a) You or Fairwai may terminate these Customer Terms, including your subscription to the Services, upon notice to the other party, if the other party (or in your case, any of your Authorized Users) materially breaches these Customer Terms and such breach is not cured within thirty (30) days of receipt of such notice.
(b) We may immediately terminate these Customer Terms, including your subscription to the Services, upon notice to you if we reasonably believe that you or your Authorized Users are using the Services in a manner that would violate applicable laws, rules or regulations.
(c) We may also terminate these Customer Terms, including your subscription to the Services, for any reason, upon thirty (30) days’ notice to you, so long as we provide you with a refund of any prepaid fees for the remainder of your subscription.
(d) You may cancel your Account at any time by sending an email to us at contact@Fairwai.com  provided that such cancellation will not relieve you of any obligation to pay any previously accrued Subscription Fees.
(e) Upon any termination, cancellation or expiration of these Customer Terms and/or your subscription to the Services, the following Sections will survive: 6, 8, 9(a), 9(b), 9(c), 9(e), 12, 18(e), and 19 through 25.

19. Warranty Disclaimers.

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

20. Indemnity.

You agree to defend, indemnify and hold harmless Fairwai and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.

21. Limitation of Liability.

In no event shall Fairwai, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

22. Governing Law

These Terms shall be governed and construed in accordance with the laws of France, without regard to its conflict of law provisions.Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

23. Confidentiality

You agree that you and your Authorized Users will not publicly disclose, transfer or use any of our confidential, non-public or proprietary information that we provide to you in connection with the Services, including but not limited to any documentation, instruction manuals, user guides and/or software that we may provide you with from time to time (“Fairwai Confidential Information”). You will (and will ensure that your Authorized Users) keep and maintain the confidentiality of the Fairwai Confidential Information.

24. General Terms.

(a) Entire Agreement. These Customer Terms constitute the entire and exclusive understanding and agreement between Fairwai and you regarding the Services and Content, and these Customer Terms supersede and replace any and all prior oral or written understandings or agreements between Fairwai and you regarding the Services and Content. If any provision of these Customer Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Customer Terms will remain in full force and effect. You may not assign or transfer these Customer Terms, by operation of law or otherwise, without Fairwai’s prior written consent. Any attempt by you to assign or transfer these Customer Terms, without such consent, will be null. Fairwai may freely assign or transfer these Customer Terms without restriction. Subject to the foregoing, these Customer Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(b) Notices. Any notices or other communications provided by Fairwai under these Customer Terms, including those regarding modifications to these Customer Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
(c) Waiver of Rights. Fairwai’s failure to enforce any right or provision of these Customer Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Fairwai. Except as expressly set forth in these Customer Terms, the exercise by either party of any of its remedies under these Customer Terms will be without prejudice to its other remedies under these Customer Terms or otherwise.

25. Contact Information

If you have any questions about these Customer Terms or the Services, please contact Fairwai at contact@Fairwai.co.

Last Modified: February 02, 2021