Terms and Conditions

1. Agreement to These Terms

These Terms and Conditions (the “Terms”) are a legally binding agreement between Waltz Marketing Inc., a Delaware corporation (“Waltz,” “we,” “us,” or “our”), and the person or entity that accesses or uses the Services (“Customer,” “you,” or “your”). The Terms govern your use of mywaltz.com, app.mywaltz.com, Waltz’s websites, applications, AI assistant, and related products and services.

By clicking an acceptance box or button, creating an account, purchasing a plan or Credits, signing an Order, or accessing or using any Service, you agree to these Terms and our Privacy Policy. If you use the Services for an organization, you represent that you have authority to bind that organization, and “you” includes that organization. If you do not agree, do not access or use the Services.

An Order, pricing page, statement of work, data processing addendum, acceptable-use policy, or other policy expressly incorporated into these Terms is part of this agreement. If there is a conflict, the following order controls unless the applicable document expressly states otherwise: (1) a signed Order or statement of work; (2) a data processing addendum, solely for data-protection matters; (3) these Terms; and (4) other incorporated policies.

2. Definitions

• “Account” means the account through which you and your Authorized Users access the Services.
• “Authorized User” means an individual you authorize to use the Services under your Account.
• “Credits” means prepaid or promotional units that may be used for metered features, AI generations, sending capacity, media processing, or other usage identified in the Services.
• “Customer Content” means prompts, instructions, text, images, logos, files, contact information, lead or CRM data, email lists, campaign materials, website content, code, and other data or materials submitted to or processed through the Services by or for you.
• “Documentation” means Waltz’s then-current user guides, in-product instructions, technical documentation, and usage limits.
• “Managed Services” means optional advertising, campaign management, creative, consulting, implementation, or other professional services provided under an Order or statement of work.
• “Order” means an online checkout, order form, statement of work, or other ordering document accepted by you and Waltz that identifies a plan, fees, usage, or Managed Services.
• “Output” means text, images, designs, websites, code, campaigns, analyses, recommendations, or other materials generated by the Services in response to Customer Content.
• “Services” means Waltz’s websites, software, hosted platform, Walter AI assistant, website and landing-page tools, image and design studio, CRM and lead-management tools, email and marketing automation, analytics and heatmaps, booking and scheduling, Managed Services, and related features Waltz makes available.

3. Eligibility and Intended Use

You must be at least 18 years old and legally able to enter into a contract. You may not use the Services if you are barred from doing so under applicable law, are subject to applicable trade sanctions, or have previously been suspended or terminated by Waltz for material misuse.

The Services are principally designed for business, marketing, advertising, and creative use. They are not designed to make decisions that produce legal or similarly significant effects in employment, housing, lending, insurance, healthcare, education admissions, law enforcement, immigration, or access to essential services. You must not use the Services as the sole basis for such decisions.

4. Accounts and Authorized Users

You must provide accurate and current registration, billing, and contact information and keep it updated. You are responsible for all activity under your Account, including activity by Authorized Users, contractors, agencies, and anyone using your credentials or access tokens. You must maintain the confidentiality of credentials, use reasonable security controls, and promptly notify us at info@waltzmarketing.com if you suspect unauthorized access or a security incident involving your Account.

Account administrators may add or remove Authorized Users, access and control content associated with the Account, and change permissions. If an Account is created with an organization-controlled email address, the organization may assume administrative control after reasonable verification. You are responsible for obtaining all permissions necessary for that control.

You may not share an individual login among multiple people. You may use the Services for clients only if your plan permits agency or client work. You remain responsible for each client’s content, instructions, approvals, and compliance, and you may not resell, sublicense, white-label, or provide access to the Services unless Waltz authorizes it in writing.

5. Access Rights and Service Limits

Subject to these Terms and payment of applicable fees, Waltz grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Services for your internal business or permitted client purposes in accordance with the Documentation and your plan.

Plans may include limits on users, websites, contacts, storage, email volume, generations, Credits, domains, integrations, exports, or other usage. You must not circumvent limits or use multiple Accounts to avoid them. Waltz may apply technical controls, throttle usage, or charge overage fees disclosed in the Services or an Order. Features and limits may differ between Free Plans, Paid Plans, beta features, and Managed Services.

6. Free Plans, Paid Plans, Billing, and Taxes

6.1 Free Plans and Trials

Waltz may offer a free plan, trial, promotional access, or promotional Credits. Free or promotional access may have reduced functionality or limits and may be changed, suspended, or discontinued. Unless Waltz expressly states otherwise at signup, a free plan does not require a credit card and does not automatically convert to a paid plan. Trial terms shown at enrollment control over this Section.

6.2 Paid Plans and Automatic Renewal

Paid Plans are billed in advance at the price, currency, and billing frequency shown at checkout or in an Order. Unless an Order states otherwise, a Paid Plan automatically renews for successive periods equal to the initial billing period until you cancel. By purchasing a Paid Plan, you authorize Waltz and its payment processor to charge the payment method on file for recurring fees, applicable usage charges, Credits, taxes, and other amounts you authorize.

Before you purchase, Waltz will disclose the recurring amount or calculation method, billing frequency, material trial or promotional conditions, and how to cancel. You may cancel through the Account settings or another cancellation method identified at checkout or in the Services. Cancellation takes effect at the end of the then-current paid period, and you retain access through that date unless your Account is suspended or terminated for cause. Waltz will not make cancellation unreasonably difficult.

6.3 Price Changes

Waltz may change subscription prices on at least 30 days’ notice. A price change normally takes effect at your next renewal after the notice period. You may cancel before the new price applies. Changes to usage-based rates or third-party pass-through charges may take effect prospectively when displayed in the Services or communicated to you.

6.4 No Partial-Period Refunds

Except as required by law or expressly stated in an Order or written refund policy, fees are non-refundable and Waltz does not provide refunds or Credits for partial billing periods, unused features, downgrades, or Customer-initiated cancellation. This does not limit any non-waivable cancellation, withdrawal, or refund rights you may have under applicable consumer law.

6.5 Payment Failures, Chargebacks, and Taxes

If a payment fails, Waltz may retry the charge, suspend paid features, reduce the Account to a Free Plan if available, or terminate the Account after reasonable notice. You must raise good-faith billing disputes before initiating a chargeback when practical. An improper chargeback does not relieve you of amounts lawfully due. Fees exclude taxes, duties, levies, and similar governmental assessments. You are responsible for them except taxes based on Waltz’s net income. If a valid exemption applies, you must provide appropriate documentation before the charge.

7. Credits and Usage-Based Features

Credits are digital usage units, not money, stored value, gift cards, deposits, securities, or property. Credits have no cash value, cannot be redeemed for cash, and may not be sold, transferred, or combined between Accounts unless Waltz allows it. The number of Credits required for a feature is shown in the Services and may vary by model, quality, volume, or processing requirements. Waltz’s usage records control absent manifest error.

Purchased Credits expire only if an expiration date is clearly disclosed before purchase. If no expiration is disclosed, purchased Credits remain available while your Account is active and in good standing. Promotional or free Credits may expire as disclosed. Except as required by law, unused Credits are non-refundable, including after Customer-initiated cancellation or termination for cause. If Waltz permanently discontinues the relevant Service or terminates your Paid Plan without cause, Waltz will refund or credit unused purchased Credits that cannot reasonably be used, excluding promotional Credits and third-party pass-through costs.

Credit estimates displayed before generation or sending are estimates unless identified as fixed. A failed generation ordinarily will not consume Credits if Waltz’s systems identify it as a technical failure, but an Output you do not like, a campaign that performs poorly, or processing based on incomplete instructions is not a technical failure.

8. Optional Managed Advertising and Professional Services

Managed Services are provided only under an Order or statement of work that identifies scope, deliverables, approvals, fees, timing, and any media budget. Unless the Order states otherwise, you remain the advertiser, site owner, sender, merchant, data controller, and party responsible for your offers, claims, products, services, audiences, and legal compliance. Waltz is an independent contractor and is not your fiduciary, legal counsel, broker, agent for accepting liability, or guarantor of results.

• You authorize Waltz to access designated advertising, analytics, domain, CRM, email, social, or other third-party accounts and to take the actions reasonably necessary to perform the approved Managed Services.
• You must timely provide accurate information, credentials, brand assets, approvals, substantiation for advertising claims, and legally sufficient audience and consent data. Delays in your approval extend schedules.
• You are responsible for approved media budgets and third-party charges. Advertising-platform charges, domain fees, processing fees, and other pass-through costs are non-refundable once committed, except to the extent refunded by the third party. Platform reporting delays, auction dynamics, taxes, and rounding may cause actual spend to vary modestly from a target budget.
• Waltz does not guarantee ad approval, placement, reach, leads, conversions, revenue, profitability, ranking, deliverability, or any return on advertising spend. Third-party platforms may reject, restrict, or suspend content or accounts under their own rules.
• Waltz may pause campaigns when funding, approvals, legally required disclosures, or access credentials are missing, or when continued activity presents a legal, security, reputational, or platform-policy risk.

9. Customer Websites, Campaigns, and Business Operations

The Services may help you create, host, connect, or publish websites, landing pages, forms, images, emails, booking pages, campaigns, and other materials. You control whether and how those materials are used or published and are responsible for reviewing them before use. You are solely responsible for your business, products, services, transactions, customers, taxes, refunds, fulfillment, claims, licenses, and regulatory obligations.

For each website, form, campaign, or customer journey you publish or operate, you are responsible for:

• the truthfulness, substantiation, legality, and accuracy of all statements, prices, offers, testimonials, endorsements, disclosures, and product or service claims;
• posting and maintaining appropriate terms of sale, privacy notices, cookie disclosures and consent tools, return or refund policies, accessibility measures, and legally required business information;
• obtaining rights to domains, trademarks, images, fonts, music, video, datasets, testimonials, and other content, and avoiding infringement, deception, impersonation, passing off, and unfair competition;
• configuring payment processors, merchant accounts, tax settings, integrations, security settings, and credentials; and
• testing links, forms, automations, analytics, mobile display, accessibility, deliverability, and transaction flows before launch and after material changes.

Waltz does not warrant that a generated website or automated feature complies with accessibility standards, privacy law, sector-specific rules, or the laws of every jurisdiction. Automated tools can assist but do not replace human testing, counsel, or specialized compliance review.

10. Email, Messaging, Lead Data, and Marketing Compliance

When you use the Services to collect leads, manage contacts, or send email or other communications, you determine the recipients, content, timing, and purpose. You represent that you have a lawful basis and all required consents or permissions to collect, upload, use, enrich, segment, and contact each person. You must comply with all applicable marketing, privacy, anti-spam, telemarketing, and consumer-protection laws, including consent and opt-out requirements.

Without limiting the foregoing, you must:

• use accurate sender and routing information, non-deceptive subject lines, and required advertising disclosures;
• include a valid physical postal address and a clear, functioning unsubscribe or opt-out method in commercial messages when required;
• promptly honor opt-outs and maintain suppression lists; never re-upload or contact a suppressed recipient unless a lawful new consent has been obtained;
• not use harvested, scraped, fabricated, deceptively acquired, or unlawfully purchased contact lists;
• obtain prior express written consent when required for automated or prerecorded marketing calls or texts, and maintain reliable consent records;
• not send phishing, malware, fraudulent promotions, unlawful financial solicitations, or messages that facilitate discrimination, harassment, or abuse; and
• comply with recipient-country rules, including any stricter opt-in, identification, recordkeeping, and data-transfer requirements.

Waltz may set volume or reputation limits, require verification, throttle or block campaigns, suspend sending domains, or share necessary abuse information with delivery providers to protect recipients, the Services, and sending infrastructure. Delivery, inbox placement, open rates, and attribution are affected by third parties and are not guaranteed.

11. AI Features and Output

11.1 Nature of AI

AI systems are probabilistic and may produce inaccurate, incomplete, outdated, biased, offensive, or unsuitable material. Output may not reflect current facts, may omit context, and may resemble material generated for others. You must use appropriate human review, independent verification, professional judgment, and testing before relying on, publishing, sending, or acting on Output.

11.2 No Uniqueness or Clearance Guarantee

Waltz does not guarantee that Output is unique, eligible for copyright or other protection, non-infringing, or suitable for trademark registration, advertising, regulated uses, or a particular purpose. You are responsible for searches, permissions, releases, citations, disclosures, and legal review appropriate to your use. Do not assume an Output is factually correct or free of third-party rights merely because the Services generated it.

11.3 High-Impact and Professional Uses

Output is not legal, medical, tax, accounting, investment, employment, accessibility, cybersecurity, or other professional advice. You must not use Output as the sole basis for decisions about a person’s eligibility, rights, health, safety, credit, employment, housing, insurance, education, or legal status. Where law or accepted industry practice requires disclosure that content is synthetic or AI-generated, you are responsible for making that disclosure.

11.4 Third-Party Models

Some AI features may use third-party models or infrastructure. Their availability, safety controls, rate limits, and technical behavior may change. Additional third-party terms may apply when clearly presented. Waltz may replace models or providers, provided the core nature of the purchased Service is not materially reduced during a prepaid term without an appropriate remedy.

11.5 AI Recommendations and Customer Authorization

Walter AI and other automated features may recommend campaigns, audiences, budgets, content, workflows, or other marketing actions. A recommendation does not authorize Waltz to spend funds, publish content, contact recipients, modify third-party accounts, or take another external action unless you separately approve, activate, or otherwise authorize that action through the Services or an applicable Order.

12. Customer Content and Output Rights

12.1 Your Ownership

As between you and Waltz, you retain your rights in Customer Content. Subject to your compliance with these Terms, payment of applicable fees, third-party rights, and applicable law, Waltz assigns to you any right, title, and interest Waltz may have in Output generated specifically for you. Waltz does not claim ownership of Customer Content merely because it is uploaded to or processed through the Services.

12.2 License to Operate the Services

You grant Waltz and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, format, technically modify, and otherwise process Customer Content solely as reasonably necessary to provide, maintain, secure, troubleshoot, support, and improve the Services; comply with law; enforce these Terms; and follow your instructions. This license includes the right to sublicense those activities to vetted infrastructure, delivery, analytics, payment, and AI providers supporting the Services. It ends when the relevant Customer Content is deleted from active systems, subject to reasonable backup, legal, security, and record-retention periods.

If you intentionally publish Customer Content through a public website or campaign, you direct Waltz to make it available to the public until you remove or unpublish it. Waltz may generate and use aggregated or deidentified service data that does not identify you or any person to operate, secure, analyze, and improve the Services. Any use of identifiable Customer Content to train generalized AI models will be governed by the Privacy Policy, an in-product disclosure, or a separate agreement, and by any consent required under applicable law.

12.3 Your Representations

You represent that you own or have all rights, licenses, consents, notices, and lawful bases necessary for Waltz to process Customer Content and for you to use the resulting Output as contemplated. You also represent that Customer Content and your use of the Services will not violate law, these Terms, privacy or publicity rights, intellectual-property rights, confidentiality duties, contractual restrictions, or platform policies.

12.4 Similar Output

Because AI systems can generate similar material for different users, other users may receive output that is identical or similar to your Output. Rights assigned to you do not include other users’ content or output, Waltz technology, third-party materials, templates, fonts, stock assets, open-source components, or pre-existing materials.

12.5 Third-Party and Licensed Assets

Output or projects may include or depend on third-party or licensed materials such as templates, fonts, stock images, music, video, software components, or model-generated assets. Those materials remain subject to the applicable third-party license or usage terms presented with the asset or Service. The assignment in Section 12.1 does not expand rights granted by a third-party licensor.

13. Acceptable Use

You may not use or help anyone use the Services to:

• break the law; violate sanctions or export controls; facilitate fraud, phishing, identity theft, money laundering, deceptive commercial practices, or evasion of legal obligations;
• infringe or misappropriate intellectual-property, privacy, publicity, confidentiality, database, contractual, or other rights;
• create or distribute malware, malicious code, credential theft, spam, denial-of-service activity, unauthorized surveillance, or instructions intended to compromise systems or safety;
• harass, threaten, exploit, defame, discriminate against, or deceive a person; create non-consensual intimate imagery; sexualize minors; facilitate child exploitation; or create an impersonation or deceptive synthetic likeness without authorization or legally required disclosure;
• generate, publish, or promote illegal goods or services, extremist or terrorist activity, unlawful weapons activity, or instructions that create a substantial risk of physical harm;
• make automated high-impact decisions about individuals in employment, credit, housing, insurance, healthcare, education, law enforcement, immigration, or essential services without lawful authority, appropriate safeguards, and meaningful human review;
• scrape, probe, scan, benchmark, reverse engineer, decompile, discover source code or model weights, extract training data, bypass safety features, evade rate limits, or gain unauthorized access, except to the limited extent a restriction is prohibited by law;
• copy, frame, mirror, resell, sublicense, white-label, or commercially exploit the Services themselves, or use the Services or Output to train a directly competing foundation model or service, without written authorization;
• upload highly sensitive or regulated information, including protected health information, full payment-card data, government identification numbers, precise biometric templates, or data about children, unless Waltz has expressly enabled and contractually agreed to support that data type; or
• misrepresent that Output was created or endorsed by a person or organization, or remove provenance, watermark, or disclosure information when doing so would be deceptive or unlawful.

Waltz may investigate suspected misuse, preserve relevant records, remove or disable content, and cooperate with lawful requests. Waltz is not obligated to monitor every item of Customer Content, and moderation does not shift responsibility from you. If you believe the Services are being used for abuse, contact info@waltzmarketing.com.

14. Third-Party Services and Integrations

The Services may connect with or depend on third-party providers, including AI models, hosting, email delivery, analytics, payment processors, domain registrars, advertising networks, social platforms, scheduling tools, stock-content providers, and customer-selected integrations. Third-party services are governed by their own terms and privacy practices. You authorize Waltz to exchange Customer Content and Account information with a third party when necessary to enable an integration you select.

Waltz does not control and is not responsible for third-party services, their content, decisions, fees, changes, security, uptime, or continued availability. Waltz may suspend or discontinue an integration if the provider changes access, terms, or technical requirements. Any remedy for a third-party service is subject to the third party’s terms, except to the extent Waltz separately agreed to provide the service.

15. Privacy, Personal Data, and Security

Our Privacy Policy explains how Waltz collects, uses, discloses, and retains personal information when acting for its own purposes. If Waltz processes personal data on your behalf as a processor or service provider, a Data Processing Addendum (DPA) may apply or may be requested at info@waltzmarketing.com. Waltz may also publish or provide an applicable subprocessor list and other product-specific policies, which become part of the agreement only when expressly incorporated.

You are responsible for determining whether and how privacy, marketing, cookie, wiretap, analytics, biometric, sector-specific, and data-localization laws apply to your use. You must provide notices, obtain consents, honor rights requests, configure retention, and execute required agreements. In particular, you must not enable heatmaps, session analytics, tracking pixels, recording-like functionality, or targeted advertising without legally required notice and consent.

Waltz uses reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services, but no system is completely secure. You are responsible for endpoint security, credential controls, permissions, lawful data minimization, and maintaining independent copies of material you cannot afford to lose. You must notify Waltz promptly of any suspected incident affecting the Services and cooperate in reasonable containment and investigation.

16. Confidentiality

Each party may receive non-public information that is marked confidential or that reasonably should be understood as confidential (“Confidential Information”). Customer Content that is not intentionally published is your Confidential Information. Waltz technology, security information, non-public product plans, and pricing in a negotiated Order are Waltz Confidential Information.

The receiving party will use Confidential Information only to perform or exercise rights under this agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, and advisers who need to know it and are bound by confidentiality obligations. These duties do not apply to information the receiving party can document: (a) is public without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without duty; or (d) is independently developed without use of the Confidential Information.

A receiving party may disclose Confidential Information when legally required if, where lawful, it gives prompt notice and reasonable assistance to seek protection. Unauthorized disclosure may cause irreparable harm, and the affected party may seek appropriate injunctive relief in addition to other remedies.

17. Waltz Intellectual Property and Feedback

Waltz and its licensors own the Services and all related software, models and orchestration, workflows, interfaces, designs, Documentation, templates, know-how, trademarks, domains, and improvements, excluding Customer Content and rights assigned in Output. No rights are granted except the limited access rights expressly stated in these Terms.

If you provide ideas, suggestions, evaluations, or feedback, you grant Waltz a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use and commercialize that feedback without restriction or payment, provided Waltz does not publicly identify you as the source without permission.

Waltz names, logos, product names, and branding are trademarks or trade dress of Waltz or its licensors. You may not use them in a way that implies endorsement, partnership, or affiliation without written permission.

18. Copyright and Rights Complaints

Waltz respects intellectual-property rights and may remove or disable allegedly infringing content and terminate repeat infringers in appropriate circumstances. A copyright notice should be sent to info@waltzmarketing.com with the subject “Copyright Notice” and to Waltz Marketing Inc., Attn: Copyright Matters, 401 Park Ave S, 10th Floor, New York, NY 10016.

A notice should include:

• a physical or electronic signature of the rights owner or authorized agent;
• identification of the copyrighted work or other right claimed to be infringed;
• identification and location of the material to be removed or disabled, with enough detail for Waltz to find it;
• your name, address, telephone number, and email address;
• a statement of good-faith belief that the disputed use is not authorized by the owner, agent, or law; and
• a statement, under penalty of perjury, that the notice is accurate and that you are the owner or authorized to act for the owner.

A person whose content was removed may send a legally sufficient counter-notice. Waltz may forward notices and counter-notices to the affected user and may restore content as permitted by law. Misrepresentations in a notice or counter-notice may create liability. Rights complaints other than copyright should include equivalent supporting information.

19. Service Changes, Beta Features, and Availability

Waltz may improve, modify, add, or remove features and may update models, interfaces, providers, limits, and Documentation. Waltz will not materially reduce the core functionality of a Paid Plan during a prepaid term without reasonable notice and, if no substantially equivalent functionality or workaround is offered, an appropriate pro rata refund for the affected prepaid period. This commitment does not apply to free, beta, experimental, third-party-dependent, or legally restricted features.

Beta, preview, early-access, and experimental features may be incomplete, inaccurate, less secure, or discontinued at any time and are provided “as is.” Unless an Order includes a service-level commitment, Waltz does not guarantee uninterrupted or error-free availability. Maintenance, emergencies, internet conditions, abuse controls, capacity limits, and third-party outages may affect access.

20. Suspension

Waltz may suspend all or part of the Services when reasonably necessary to address: (a) suspected fraud, security threats, or unauthorized access; (b) material breach of these Terms; (c) unlawful or abusive content or activity; (d) payment delinquency; (e) a legal or third-party platform requirement; or (f) material risk to users, Waltz, or the Services. When practical and lawful, Waltz will provide notice and an opportunity to cure. Suspension may be immediate when delay could increase harm or legal exposure.

You remain responsible for undisputed fees incurred before and during a suspension caused by your breach. Waltz will restore access after the issue is resolved when reasonably practicable.

21. Term, Cancellation, Termination, and Data

21.1 Term

These Terms begin when you first accept them or use the Services and continue until your Account and all Orders end. Each Paid Plan continues for its purchased period and renews as described in Section 6 unless cancelled.

21.2 Termination by You

You may stop using the Services and cancel through the Account or the method provided in the Services. Deleting an app, removing an integration, or abandoning an Account does not by itself cancel recurring billing.

21.3 Termination by Waltz

Waltz may terminate for a material breach that is not cured within 10 days after notice, or immediately for fraud, illegal activity, serious security risk, repeated infringement, abusive conduct, insolvency, or a breach that cannot reasonably be cured. Waltz may terminate a Free Plan for convenience on reasonable notice where practical. Waltz may terminate a Paid Plan for convenience on 30 days’ notice and will provide a pro rata refund of unused prepaid subscription fees and unusable purchased Credits, excluding third-party charges and promotional Credits.

21.4 Effect and Data Export

At termination, your access rights end, public sites or campaigns hosted solely through Waltz may be disabled, and Customer Content will be handled under the Privacy Policy and applicable data processing terms. Where the Services support export, you should export needed Customer Content before cancellation. Waltz may provide a 30-day post-termination retrieval period unless the Account was terminated for serious misuse, law prohibits access, or deletion is requested. After that period, Waltz may delete Customer Content from active systems, subject to backups, legal holds, fraud prevention, and required records.

Sections that by nature should survive will survive, including accrued payment obligations, ownership, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and general provisions.

22. Limited Service Warranty

For a Paid Plan, Waltz warrants that it will provide the core hosted Services in a professional and workmanlike manner and substantially in accordance with the then-current Documentation. Your exclusive remedy for a material breach of this warranty is for Waltz to use commercially reasonable efforts to correct the nonconformity; if Waltz cannot do so within a reasonable period, you may terminate the affected Paid Plan and receive a pro rata refund of unused prepaid fees for the affected Service. You must notify Waltz with reasonable detail within 30 days after discovering the issue.

This warranty does not apply to issues caused by Customer Content, misuse, unsupported configurations, third-party services, unauthorized changes, internet conditions, free or beta features, or use contrary to the Documentation.

23. Disclaimers

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 22 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, CREDITS, DOCUMENTATION, MANAGED SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WALTZ AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WALTZ DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, UNIQUE, ACCURATE, COMPLETE, CURRENT, COMPLIANT, ACCESSIBLE, DELIVERABLE, OR SUITABLE FOR YOUR BUSINESS; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES WILL PRODUCE LEADS, CONVERSIONS, REVENUE, PROFITS, RANKINGS, DELIVERABILITY, AD APPROVALS, OR ANY PARTICULAR RESULT. NO ORAL OR WRITTEN INFORMATION CREATES A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow certain disclaimers. In those jurisdictions, the disclaimers apply only to the fullest extent permitted by law and do not limit non-waivable consumer rights.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WALTZ AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; FAILED CAMPAIGNS; LOST OPPORTUNITIES; OR THIRD-PARTY CLAIMS, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE WALTZ PARTIES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO WALTZ FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, EXCLUDING ADVERTISING SPEND AND OTHER THIRD-PARTY PASS-THROUGH AMOUNTS, OR (B) US$100.

These limitations apply regardless of legal theory and even if a limited remedy fails of its essential purpose. They do not apply to liability that cannot lawfully be limited, such as liability for fraud or willful misconduct where applicable, or to your non-waivable consumer rights. The parties agree that the fees reflect this allocation of risk.

25. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Waltz and its affiliates, officers, directors, employees, contractors, licensors, and service providers from third-party claims, losses, judgments, penalties, damages, costs, and reasonable attorneys’ fees arising from or relating to: (a) Customer Content, Output you publish or use, or your websites, campaigns, products, services, offers, or communications; (b) your violation of law, these Terms, a third-party agreement, or another person’s rights; (c) your privacy, marketing, accessibility, advertising, consent, or data-handling practices; or (d) fraud, willful misconduct, or unauthorized use by you or your Authorized Users.

Waltz will provide prompt notice of an indemnified claim and reasonable cooperation at your expense. You may control the defense with qualified counsel, but you may not settle a claim in a way that admits fault by, imposes obligations on, or fails to fully release Waltz without Waltz’s written consent. Waltz may participate with its own counsel at its own expense.

26. Governing Law and Informal Dispute Resolution

These Terms and any dispute arising from them or the Services are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 27. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting arbitration or litigation, the claiming party must send a written notice describing the claimant, Account, facts, requested relief, and a reasonable calculation of the amount claimed. Notices to Waltz must be emailed to info@waltzmarketing.com with the subject “Legal Dispute Notice” and mailed to the address in Section 28. The parties will attempt in good faith to resolve the dispute for 60 days after receipt. A limitations period is tolled during this informal period. Either party may seek urgent temporary relief when necessary to prevent immediate and irreparable harm.

27. Binding Arbitration; Class-Action and Jury-Trial Waivers

PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR THE LIMITED EXCEPTIONS BELOW, YOU AND WALTZ AGREE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVE THE RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

27.1 Agreement to Arbitrate

After completing Section 26’s informal process, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, an Order, marketing, billing, privacy, or the relationship between you and Waltz will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”). The AAA Consumer Arbitration Rules apply if you are an individual using the Services primarily for personal, family, or household purposes; otherwise, the AAA Commercial Arbitration Rules apply. The applicable rules are available at https://www.adr.org.

The arbitration will be conducted in English before one neutral arbitrator. For business disputes, the legal seat and hearing location will be New York County, New York, unless the parties agree to a remote hearing or another location. For consumer disputes, the hearing location and fees will be determined under the AAA Consumer Rules and applicable law, and you may participate remotely where permitted. The arbitrator may award any individual remedy available in court and must apply these Terms. Judgment on the award may be entered in any court with jurisdiction.

27.2 Exceptions

Either party may bring an individual claim in small-claims court if it qualifies and remains individual. Either party may seek temporary or injunctive relief in court for unauthorized access, misuse of the Services, or infringement or misappropriation of intellectual property or Confidential Information. Nothing prevents you from reporting a matter to a government agency, and an agency may seek relief where authorized.

27.3 No Class or Representative Proceedings

Disputes must be brought only in an individual capacity. Neither party may bring or participate in a class, collective, consolidated, mass, private-attorney-general, or representative proceeding in arbitration. The arbitrator may grant relief only to the individual claimant and only as necessary to resolve that claimant’s claim. If a court finally determines that applicable law prevents arbitration of a particular request for public injunctive relief, only that request will proceed in court after all arbitrable issues are resolved.

27.4 Jury-Trial Waiver

For any dispute that proceeds in court, YOU AND WALTZ KNOWINGLY AND VOLUNTARILY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

27.5 Arbitration Opt-Out

You may opt out of this arbitration agreement by emailing info@waltzmarketing.com within 30 days after you first accept these Terms. Your notice must include your full name, organization (if any), Account email, mailing address, and an unequivocal statement that you opt out of arbitration. Opting out will not affect other Terms or your access to the Services.

27.6 Courts for Non-Arbitrable Disputes

If the arbitration agreement does not apply or you timely opt out, exclusive jurisdiction and venue will lie in the state and federal courts located in Wilmington, Delaware, and each party consents to those courts, except for small-claims matters or where mandatory consumer law permits you to sue in your home jurisdiction. Consumers in the European Economic Area, United Kingdom, or another jurisdiction with non-waivable local court rights retain those rights.

28. Notices and Contact Information

Waltz may send operational, billing, security, legal, and service notices electronically through the Services or to the email address associated with your Account. You consent to electronic communications and agree they satisfy legal writing requirements, subject to non-waivable law. Notices are effective when posted in the Services, sent by email, or delivered by recognized courier, depending on the notice. You must keep your contact information current.

Questions, cancellations where Account cancellation is unavailable, complaints, and legal notices may be sent to:

Waltz Marketing Inc.
401 Park Ave S
10th Floor
New York, NY 10016
Email: info@waltzmarketing.com

29. Changes to These Terms

Waltz may update these Terms to reflect changes in law, security, Services, business practices, or third-party requirements. The updated version will identify its effective date. Waltz will provide reasonable advance notice of material changes through the Services or by email. Changes needed for law, security, abuse prevention, or a new free feature may take effect sooner.

If a material change adversely affects a Paid Plan, it will ordinarily take effect at the next renewal unless earlier application is required by law or necessary to protect the Services. You may cancel before the change takes effect. Continued use after the effective date constitutes acceptance. A change to Section 27 will not apply retroactively to a dispute of which Waltz had actual notice before the change.

30. General Terms

30.1 Assignment

You may not assign or transfer this agreement or an Account without Waltz’s written consent. Waltz may assign this agreement in connection with a merger, acquisition, financing, corporate reorganization, or sale of all or substantially all relevant assets, or to an affiliate, provided the assignee assumes Waltz’s obligations.

30.2 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics, internet or utility failures, cyberattacks by third parties, or third-party platform outages. This does not excuse your payment obligations for Services already provided.

30.3 Relationship

The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship. Neither party may bind the other except as expressly authorized in an Order.

30.4 Waiver and Severability

A waiver must be in writing and is not a continuing waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect. If Section 27.3’s class-action waiver is held unenforceable as to a claim, that claim will proceed in court rather than class arbitration.

30.5 No Third-Party Beneficiaries

Except for Waltz parties protected by the disclaimers, limitations, and indemnities, these Terms do not create third-party beneficiary rights.

30.6 Entire Agreement

These Terms and incorporated documents are the entire agreement concerning the Services and supersede prior or contemporaneous proposals, statements, and understandings about the same subject. A purchase order or customer portal term does not modify this agreement unless Waltz expressly agrees in a signed writing.

30.7 Interpretation

Headings are for convenience only. “Including” means “including without limitation.” “Written” and “in writing” include electronic form. The singular includes the plural and vice versa as context requires. Any ambiguity will not be interpreted against a party solely because that party drafted the language.

30.8 Consumer Rights

Nothing in these Terms limits rights or remedies that cannot be waived under applicable law. If you are a consumer, mandatory laws of your place of residence may apply in addition to these Terms.