walkns Terms of Service

Terms of Service

Effective Date: March 8, 2024

These Walkins, LLC Terms of Service govern your access and use of the Walkns Services. Please read them carefully as these Terms of Service are a legally binding contract between you and Walkns.

READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES AS USE OF THE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS OF SERVICE. THESE TERMS OF SERVICE CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS OF SERVICE AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH WALKNS. YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO THESE TERMS OF SERVICE VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS WHATSOEVER EXCEPT THOSE CONTAINED IN THE TERMS OF SERVICE THEMSELVES.

SCOPE

If you are an individual Customer and registered using your personal email, you and you alone are entitled to the rights and responsible for the obligations under these Terms of Service.
If you are an individual Customer and acting on behalf of a business entity (such as your employer, for example using your employer’s email domain), you hereby represent and warrant that you have obtained any necessary permissions from such entity and that you have the authority to bind such entity to these Terms of Service, and that your access to and use of the Services will not violate any internal policies of such entity. In such case, “you,” and “your” will refer to that business entity for purposes of these Terms of Service.
If you are an Entity purchasing licenses for your Authorized Users, you may provision or deprovision access to the Services, manage permissions, retention and export settings and transfer/assign accounts as described in the Documentation. As such, you will (a) inform Authorized Users of all Entity policies and practices relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the collection, transfer, and processing of Customer Data under the Terms of Service is lawful.
If you are an Authorized User registered using your Entity email domain and whose license was purchased and controlled by your Entity, you acknowledge that your use of the Services is controlled by your Entity, the Entity is the Customer and therefore entitled to all rights and responsible for all obligations under the Terms of Service, and your Entity may change or remove your access to and use of the Services, or the Customer Data you have submitted to the Services, at any time in the Entity’s discretion.

RESPONSIBILITIES

Walkns.

Provision. Walkns shall provide you with the necessary credentials and network links or connections to allow you to access the Services. You agree that the total number of Authorized Users will not exceed the number set forth in an applicable Order Form, or as duly purchased by an Entity.
Support. Walkns shall provide support for the Services as may be described on Walkns’s Website.
Security. Walkns will use commercially reasonable efforts to implement and maintain technical and organizational controls in accordance with applicable industry standards, designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data.
Investigation. Walkns reserves the right (but does not have the obligation) to investigate complaints or reported violations of these Terms of Service and to take any action Walkns deems appropriate, including but not limited to suspending access to the Services, terminating your account, or permanently revoking your access to the Services, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your account, Customer Data, e-mail addresses, usage history, posted materials, IP addresses, and traffic information, as allowed under our Privacy Policy. You agree to promptly notify Walkns in the event that you are made aware of any unauthorized or illegal use of the Services, by emailing customersuccess@walkns.com.
Data Protection: . Walkns will utilize commercially reasonable technical and organizational measures to maintain the security, confidentiality, and integrity of the Personal Data.
Authorized Personnel: Walkns shall ensure that Walkns’s employees, contractors, agents, and auditors who need to know or otherwise access Personal Data for the purposes of enabling Walkns to perform its obligations under the Agreement are under a duty of confidentiality with respect to the Personal Data.
Security Breach: Upon becoming aware of a Security Breach, Walkns will promptly: (i) notify Customer of the Security Breach; (ii) investigate the Security Breach; (iii) provide Customer with necessary details about the Security Breach as required by applicable law; and (iv) take reasonable actions to prevent a recurrence of the Security Breach. Walkns will make available relevant records and other materials related to the Security Breach’s effects on Customer as required to comply with Data Protection Laws..

Customer.

Cooperation. Where cooperation with Walkns is required or reasonably requested in connection with Walkns’s obligations under these Terms of Service, you will cooperate with Walkns, and Walkns will not be liable for delay or failure to provide Services to the extent caused by your failure or delay to cooperate or make relevant personnel or data available.
Compliance. You and your access and use of the Services (including by Authorized Users and Consumers) must comply at all times with these Terms of Service and all Applicable Laws. Walkns controls and operates the Services from our headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in other locations. If you use the Services outside the United States of America, you are solely responsible for following all Applicable Laws in the jurisdiction in which you access the Services. Use of the Services shall be limited to your internal business and not for resale or transfer. If Customer is an Entity, Customer shall make all Authorized Users aware of these Terms of Service and cause Authorized Users to comply with these Terms of Service. You acknowledge that you remain liable for the acts and omissions of any third party (including Consumers) that you allow, enable, or otherwise provide access to the Services, including their compliance with these Terms of Service.
Restrictions. The Services are not intended for and may not be used by individuals under 18 years of age, who are incapable of forming a binding contract with Walkns, or who are otherwise barred from using the Services under Applicable Laws. By registering for a Walkns account, you state that you are at least 18 years of age, and you are responsible for ensuring that all Consumers are at least 18 years old. Creating an account with false information is a violation of our Terms of Service, including creating an account on behalf of others or persons under the age of 18.
Security. You shall maintain the security of your networks, establish reasonable technical and organizational controls and, where Customer is an Entity, maintain the security of its Authorized Users’ credentials (user credentials may not be shared or used by more than one Authorized User). You shall use commercially reasonable efforts to prevent unauthorized access to, or use of Customer’s or its Authorized Users’ accounts and shall immediately notify Walkns at customersuccess@walkns.com of any known unauthorized use.
Privacy. You acknowledge that your (and any Authorized Users’) registration of a Walkns account and use of the Services serves as your consent to Walkns’s processing of Personal Data as set forth in our Privacy Policy.
Customer Data. You are responsible for the accuracy, quality, and legality of Customer Data and the manner in which it is acquired. If Customer is an Entity, Customer will ensure that (a) all Authorized Users given access to the Services have the right to access the information and Customer Data made accessible to them by Customer through the Services; and (b) any Authorized User granting Walkns access to any Customer Data has the right and authority to grant such access.
Consumers. The Services allow you to connect with Consumers. You are responsible for how you share and publicize your scheduling link and for understanding the settings and controls for the Services. As such, you are responsible for the activities of your Consumers, even if such Consumer is not from your organization or domain.

ACCOUNT SET-UP

General. To use the Services as a Customer, you need to set up either a Free Account or a Paid Account. You are authorized by Walkns to set up one Free Account only (unless otherwise approved in writing by Walkns). Walkns reserves the right to terminate any additional Free Accounts set up by you and any Free Accounts that have been inactive for over six (6) months.
Credentials. In order to create an account, you must first submit applicable registration-related information as requested via the Services or by Walkns, which include your email address and your name, and which Walkns may retain. Once you submit the required registration information, we will determine whether to approve your proposed account, in our sole discretion. If approved, you will be sent an email detailing how to complete your registration and open the account. For so long as you use the account, you agree to provide, update, and maintain only true, accurate, current, and complete information by logging into your account and making relevant changes directly. Because it is your account, it is your responsibility to obtain and maintain all equipment and services needed for access to and use of the Services as well as paying related charges. You agree to choose a strong and secure password(s) and maintain the confidentiality of your password(s), including any password of a third-party site that we may allow you to use to access the Services. Should you believe your method and or the credentials to access the Services have been compromised in any way, you must immediately notify us at customersuccess@walkns.com
Billing. Walkns or our third-party payment processors may collect your billing information when you upgrade to a Paid Account, and by providing such billing information, you hereby authorize Walkns (and its third-party payment processors) to use such information for billing purposes and otherwise in accordance with our Privacy Policy. Walkns will bill the Fees in advance. Customers who qualify for invoice-billing are billed immediately at the start of the Initial Subscription Term and in advance of any Renewal Subscription Terms; payment of which is due thirty (30) days from the first day of the then-current Subscription Term.
Account Ownership/Management.

Walkns controls the URL(s) assigned to your account and may change or deactivate the URL(s) with or without prior notice.
If you are an Authorized User of a Customer that is an Entity, the Customer has the right to control, manage, monitor, and obtain reports on your use of the Services via a Paid Account.
If you are an individual Customer registered using an email domain of an Entity you are acting on behalf of, such Entity has the right to control, manage, monitor, and obtain reports on your use of the Services via a Paid Account.
If you are an individual Customer registered using your personal email address, you (and not an Entity) are responsible for managing your Free Account or Paid Account.
Both the “Owner” and “Admin” (as defined within the applicable Documentation) of an account, as applicable, are each severally and jointly, deemed as the authorized representatives of you as a Customer, and any decision or action made by an Owner or Admin as applicable, is deemed as a decision or action of Customer.
If you are an Authorized User, the Entity which authorized you to access the Services may manage and control your account with Walkns.

FEES AND PAYMENT

General. If you register for a Paid Account, you agree to pay all applicable Fees related to your use and access of the Services based on the Plan Tier purchased, as described fully on our pricing page. You understand that all Fees are non-cancellable and non-refundable and must be paid without offset or deduction of any kind.
Fees. By providing a payment method and/or related information (“Payment Method”), you expressly authorize us to charge the applicable Fees using such Payment Method incurred during the Subscription Term. To the extent that payment details and/or mechanisms are provided through third parties (such as our third-party payment processor or third-party procure to pay solutions), you agree that Walkns will have no liability to you arising out of the acts or omissions of such third parties.
Taxes. All Fees are exclusive of applicable sales, use, excise and other similar taxes, duties, and charges imposed by federal, state, local governmental, or regulatory authorities (“Taxes”). You expressly authorize Walkns to charge such Taxes on the Payment Method.

TERM & RENEWALS

Term. The length of the Initial Subscription Term and Renewal Subscription Terms are identified in your Order Form, invoice, or the billing page of your account. Term lengths are either month-to-month or in annual (12-month) increments or another duration as determined by Walkns.
Renewals. The Services shall automatically renew for successive Renewal Subscription Terms for a term length equal to the previous subscription period. Walkns will automatically charge your existing Payment Method in the amount of the then-applicable Fees plus Taxes. Each Renewal Subscription Term may include a price increase of the Consumer Price Index (“CPI”) + 3% unless we notify you of a different rate before each Renewal Subscription Term starts. If applicable, you agree to maintain current billing information. If you are billed via invoice, or are on the Walkns Enterprise Plan Tier you must provide Walkns with forty-five (45) days' written notice prior to the end of the then-current term of any requests for changes to (i) your Plan Tier, (ii) the number of licenses in your account, (ii) terms of an applicable Order Form, (iii) or any other similar modifications to your account, including requests to terminate the Services at the end of the then-current Initial or Renewal Subscription Term. You may be subject to a price increase for a Renewal Subscription Term for modifications described in this Section 5.

SUSPENSION & TERMINATION; CANCELLATION

Suspension; Termination. Walkns may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account (either a Free Account or Paid Account), or permanently revoke your access to the Services, at our sole discretion, at any time with notice to you, including without limitation if Walkns reasonably determines that:

Your use of the Walkns IP disrupts or poses a security risk to the Walkns IP or to any other customer;
You are using the Walkns IP in violation of these Terms of Service including for fraudulent activities;
You have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
Our provision of the Services to you is prohibited by Applicable Law.

You agree that Walkns will have no liability for any consequences that you may incur as a result of suspending, terminating, or revoking your account and/or access to the Services.
Cancellation & Termination. You may request to cancel a Paid Account, downgrade to a different Plan Tier, or terminate your Walkns account completely, by accessing the billing page of your account or by contacting customersuccess@walkns.com, whereby such request will be effective as of the end of the then-current Initial or Renewal Subscription Term, unless otherwise determined by Walkns. Any request to terminate a Walkns account completely will be effective immediately (unless otherwise determined by Walkns).
Effect & Survival. Upon any cancellation, termination or expiration of these Terms of Service, the Services, or your Walkns account: (i) Walkns may cease providing you, and you may no longer be able to access, the Services, (ii) you will not be entitled to any refunds or credits and all outstanding payment obligations under these Terms of Service will become due immediately, and (iii) the following Sections will survive: 4, 6(c), 11, 12, 13(d), 14, 15, 16, and 17.

THIRD PARTY APPLICATIONS

Integrations. The Services may contain features designed to link to, transfer Customer Data to, or otherwise access, TPAs. Walkns cannot guarantee the continued availability of such features and may cease providing them without entitling you to any refund, credit or other compensation, if for example and without limitation, the TPA provider ceases to make the TPA available for interoperation with the Service features in a manner acceptable to Walkns in its sole discretion. Any changes to TPAs, including their unavailability, during the Subscription Term shall not affect your obligations under these Terms of Service or the applicable Order Form. Walkns will not be responsible for, and hereby disclaims all liability in connection with, any and all TPAs accessible via the Services.
Third Party Applications. You may choose to enable integrations or exchange Customer Data with TPAs. Your use of a TPA is governed by your agreement with the relevant third-party provider, not these Terms of Service. You are responsible for selecting any such TPAs and for choosing the Customer Data to transfer to or from them. Walkns does not warrant or support TPAs, nor is Walkns responsible or liable for the security of Customer Data shared with or from such TPA, or any disclosure, modification, deletion or other processing of Customer Data resulting from access by such TPA or its provider. By using TPAs, you instruct and consent to Walkns disclosing or sharing Customer Data to the TPA as necessary to facilitate the integration with the TPA. You acknowledge and agree that, with respect to any Personal Data shared with a TPA, Walkns is not a sub-processor of that TPA, nor is that TPA a sub-processor of Walkns. If you are an Authorized User, you hereby represent and warrant that you have obtained any necessary permissions from your employer and your access and use of any TPAs will not violate any internal policies of your employer or applicable Entity.

FAIR USE; SMS

Fair Use. Certain Walkns features, like notifications, may be aggregated and collectively sent from fewer email addresses or phone numbers. This means those features are used concurrently by a number of customers. If a single customer places disproportionately high demands on the Services, it may adversely affect the Walkns experience for other users, and Walkns will have the right to immediately suspend access to the Services upon its reasonable belief that use of the Services may or will adversely affect the use or experience of other users (“Fair Use”). The vast majority of our customers use the Services considerately and their usage levels don't adversely impact service capacity. However, even the activity of a small number of customers who use the Services inappropriately has the potential to significantly impact the service for other customers.
SMS (Text Messaging). If you (or any of your Authorized Users or Consumers) consent to the use of the SMS notifications feature, you agree to comply with the terms and conditions of the Twilio Acceptable Use Policy when sending and/or receiving such SMS notifications and acknowledge that your (and any of your Authorized Users’) utilization of SMS notifications are continuously monitored. In the spirit of the Fair Use described above, you also acknowledge that you may be limited per user per month. Walkns reserves the right to determine suchlimitations, restrict such SMS usage or suspend access for excess usage in order to protect Walkns’s platform and other customers’ usage. If you use Walkns’s functionality that sends SMS notifications from Walkns to an Consumer on your behalf related to the scheduled meeting between you and your Consumer, such messages may contain editable fields that Walkns Users are responsible for completing. Walkns Users are not authorized to send Consumers any messages that include marketing or promotional information. Walkns Users are solely responsible for ensuring that the content of such messages does not contain any marketing or promotional information.

EMBEDDING WALKNS INTO A WEBSITE
The Services include the ability for Walkns Customers to embed the Services into your website (the “Embedded Services”). When doing so, the follow terms apply:

Walkns grants Customer a limited, revocable, non-exclusive, non-transferable (except in compliance with Section 17(c)), non-sublicensable right to access and use the Embedded Services in Customer’s website. The usage restrictions in these Terms of Service, apply to Customer’s use of the Embedded Services.
Customer acknowledges and agrees that Walkns collects certain information about Customer’s website visitors when they interact with the Embedded Services as set out in our Privacy Policy. If Customer uses the Embedded Services, Customer must notify its website visitors in Customer’s privacy policy that it uses Walkns in its website and that Walkns collects certain information as set out in our Privacy Policy.
Customer’s use of the Embedded Services shall comply with applicable data protection and privacy laws, including any legal requirements to provide notice and obtain, and maintain records, of consent from website visitors.
Cookie compliance. When you use the Embedded Services on your website, Walkns collects certain information from your website visitors by use of cookies and similar technologies as described in Walkns’s Privacy Policy. Your website visitors may have certain legal rights with respect to Walkns’s cookies when you use the Embedded Services. When you use the Embedded Services on your website you shall comply with one of the following:

You shall display Walkns’s cookie banner when using the Embedded Services on your website to allow website visitors to exercise their legal rights with respect to Walkns cookies, or
If you choose to hide Walkns’s cookie banner, you acknowledge and agree that (a) Walkns still uses cookies when the Walkns cookie banner is hidden, and (b) you are solely responsible for providing a mechanism to your website visitors that allows them to exercise any legal rights they may have with respect to Walkns’s cookies.

AI/MACHINE LEARNING SUPPLEMENTAL TERMS

AI Features. Walkns may make available certain features that include artificial intelligence, machine learning, or similar functionality (“AI Features”). These features may include technology developed by Walkns or a third-party provider.
Customer Responsibilities. Certain AI Features may provide output based on content you have input into them. You acknowledge and agree that such AI Features may provide output that is inaccurate or false. You are responsible for your use of such output and for ensuring your use complies with any applicable law. You agree to review all output prior to using it.
License. You consent to Walkns using your Customer Data to provide you with the Al Features. To the extent your Customer Data contains Personal Information, you instruct Walkns and its third-party providers to process such Personal Information for the purpose of providing the Al Features.

CONFIDENTIAL INFORMATION

Use and Protection. Recipient will (i) use Confidential Information only to fulfill its obligations and exercise its rights under these Terms of Service; (ii) not disclose Confidential Information to third parties without Discloser’s prior approval, except as permitted in these Terms of Service; and (iii) protect Confidential Information using at least the same precautions Recipient uses for its own similar information and no less than a reasonable standard of care.
Permitted Disclosures. Recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 11 and they are bound to confidentiality obligations no less protective than this Section 11.
Exclusions. These confidentiality obligations do not apply to information that Recipient can document (i) is or becomes public knowledge through no fault of Recipient, (ii) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from Discloser, (iii) it rightfully received from a third party without confidentiality restrictions or (iv) it independently developed without using or referencing Confidential Information.
Required Disclosures. Recipient may disclose Confidential Information of the Discloser to the extent required by Applicable Law, provided that Recipient shall make reasonable efforts to provide Discloser with prior written notice of such compelled disclosure and reasonable assistance (at Discloser’s cost) if the Discloser wishes to obtain protective treatment of the Confidential Information.

INTELLECTUAL PROPERTY

Walkns.

License. Subject to your compliance with these Terms of Service and your applicable Order Form, Walkns grants to you a limited, revocable, non-exclusive, non-transferable (except in compliance with Section 17(c)), non-sublicensable right to access and use the Services and applicable Documentation following the set-up of an account. You have no other rights in the Services and shall not use the Services beyond the scope of the access granted under these Terms of Service.
Feedback. You understand that Walkns may, in connection with the Services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Nothing in our Terms limit our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. You are not required to submit Feedback and Walkns understands that any Feedback you provide is provided “as-is;” and Walkns will not publicly identify you as the source of Feedback without your prior written permission.
Usage Information. Walkns may generate Usage Information based on Customer Data and your use of the Services, including without limitation through our use of monitoring, session replay, and recording tools. As between you and Walkns, all right, title, and interest in Usage Information, and all Intellectual Property Rights therein, belong to and are retained solely by Walkns. For Clarity, Usage Information is at all times in aggregated and de-identified form.
Walkns IP. Your use of the Services does not constitute any right or license for you to use the Walkns service marks or trademarks. The Website is also protected under international copyright laws. The copying, redistribution, use, or publication by you of any portion of the Website is strictly prohibited. Your use of our Services does not grant you ownership rights of any kind in the Walkns IP. Walkns and its licensors reserve and shall own all rights, titles, and interests in and to all Walkns IP, including all Intellectual Property Rights therein.

Customer

Customer Data. Except for the rights granted to Walkns under these Terms of Service, as between you and Walkns, you retain all rights, titles, and interests in the Customer Data, including all Intellectual Property Rights therein.
License. You grant to Walkns a worldwide, royalty-free, non-exclusive, non-transferable (except in compliance with Section 17(c)), sublicensable license to use, distribute, host, copy, transmit, and display Customer Data as reasonably necessary for Walkns to provide and operate the Services in accordance with these Terms of Service, including related internal purposes such as quality control, information security, prevention and detection of spam, fraud, and abuse, troubleshooting, and product improvement and development, including to train computational models and algorithms and generating outputs and data sets, and related/machine learning purposes provided that Walkns will not use Customer Data for model or algorithm training, generating AI-based outputs and data sets, or related machine learning, without your permission. Subject to the limited licenses granted herein, Walkns acquires no right, title or interest in any Customer Data. You are responsible for the accuracy, quality and legality of Customer Data and the means by which you acquired Customer Data.

Reservation of Rights. Neither party grants the other any rights or licenses (by implication, waiver, estoppel or otherwise) not expressly set out in these Terms of Service.
Third Party Application (TPA): You may have access to TPAs through use of the Services. All ownership and Intellectual Property Rights in and to TPAs and the use of such content is governed by separate third party terms between you and the third-party provider.

WARRANTY; DISCLAIMER

Mutual. Both you and Walkns represent and warrant that each: (i) have the legal power and authority to enter into these Terms of Service (for you, either on behalf of yourself or your Entity); (ii) shall carry out our obligations under these Terms of Service in material compliance with Applicable Law; and (iii) the performance of these Terms of Service do not violate any other agreement to which we are a party or by which we are otherwise bound.
Walkns. Walkns represents and warrants that: (A) the Services will perform materially in accordance with the Documentation; and (B) the Services will be regularly scanned using commercially available scanning program designed to ensure the Services are free of viruses, exploitable security vulnerabilities, malware and other harmful and malicious code (“Harmful Code”) (but we are not responsible for harmful materials submitted by Customer, Authorized Users, or Consumers).

Remedy. THIS SECTION 13(b)(i) STATES WALKNS’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF WARRANTY UNDER THIS SECTION 13(b). In the event of non-conformance of this Section 13(b), you must promptly provide Walkns with written notice describing the material non-conformance in the Services. Upon such notice, Walkns shall make a reasonable determination, in its sole discretion, as to the degree of the non-conformity and, if material use commercially reasonable efforts to correct such non-conformance. If Walkns cannot, in its sole discretion, correct such non-conformance within thirty (30) days from the date of notification, then you may terminate your subscription by providing written notice to customersuccess@walkns.com. Should you terminate these Terms of Service under this Section 13(b), subject to Section 13(b)(ii) below, Walkns shall promptly refund you with a pro-rated portion of any prepaid, unused Fees for the terminated portion of the Subscription Term.
Exclusions. Walkns shall have no obligation or liability under this Section 13(b) if the non-conformance is caused by or based on: (A) modifications to the Services not made by Walkns; (B) use of the Services in combination with any products, services, data (including Customer Data), software, hardware or business process not supplied by Walkns, including TPAs; or (C) use of the Services in violation of these Terms of Service.

Customer. You represent and warrant, either on behalf of yourself as an individual Customer or on behalf of your Entity that: (A) you own the Customer Data and/or TPAs or otherwise have the right to use, and permit Walkns to use, the Customer Data and/or TPAs as contemplated under these Terms of Service; (B) the use of the Customer Data does not and will not violate the privacy rights, publicity rights, contract rights, Intellectual Property Rights, or any other rights of any third party, or violate Applicable Laws; and (C) the Customer Data does not contain: (x) protected health information or information subject to Health Insurance Portability and Accountability Act (“HIPAA”) compliance or other relevant law or regulation; (y) information subject to Sarbanes-Oxley Act (“SOX”), Gramm-Leach-Bliley Act (“GLBA”) requirements or other relevant law or regulation; or (z) information that falls within the definition of “special categories of data” under data protection laws.

Remedy. In the event of a breach, or reasonably anticipated breach, of the foregoing warranties, in addition to any other remedies available at law or in equity, Walkns shall have the right, in its sole discretion, to immediately suspend or terminate your access to the Services if deemed reasonably necessary by Walkns to prevent any liability accruing to it.

DISCLAIMER. Except as expressly set out in these Terms of Service, and to the extent not prohibited by Applicable Law, each party disclaims all other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Except as expressly provided in this Section 13, the Services are provided AS-IS and WALKNS MAKES NO WARRANTY REGARDING ANY TPA WITH WHICH THE SERVICE MAY INTEROPERATE. THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICES ARE FREE OF PROBLEMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES WILL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

INDEMNIFICATION

Walkns Indemnification. Subject to Section 15, Walkns shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party (“Third-Party Claim”) alleging that the Services infringe or misappropriate such third party’s Intellectual Property Rights, and will indemnify you from any damages, reasonable attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by Walkns in writing of, a Third-Party Claim.

Remedy. If Walkns receives information about an infringement or misappropriation Third-Party Claim related to the Services, Walkns may in its sole discretion and at no cost to you: (A) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Walkns’s warranties under Section 13(b); (B) obtain a license for your continued use of that Service in accordance with these Terms of Service; or (C) terminate these Terms of Service or the applicable Order Form for the infringing Service upon thirty (30) days’ written notice and promptly refund you with a pro-rated portion of any prepaid, unused Fees for the terminated portion of the Subscription Term.
Exclusions. Walkns’s obligations under this Section 14 do not apply to the extent a Third-Party Claim arises from or relates to: (A) Customer Data; (B) use of the Services with TPAs; (C) modification or alteration of the Services not made by Walkns; (D) your continued use of the Services after notification by Walkns that the Services or such use may be infringing; (E) your use of the Services in breach of these Terms of Service; or (F) your failure to timely implement any updates, modifications, corrections, bug-fixes, or enhancements to the Services made available by Walkns.

Customer Indemnification. You shall defend Walkns against any Third-Party Claim: (i) alleging that the combination of a TPA or configuration provided by you and used with the Services, infringes or misappropriates such third party’s Intellectual Property Rights; or (ii) arising from (A) your use of the Services in an unlawful manner or in violation of these Terms of Service, the Documentation, or Order Form, (B) any Customer Data or your use of Customer Data with the Services, or (C) a TPA provided by you, and will indemnify Walkns from any damages, reasonable attorney fees and costs finally awarded against Walkns as a result of, or for amounts paid by Walkns under a settlement approved by Customer in writing of, a Third-Party Claim.
Procedure. The indemnified party will provide to the indemnifying party: (i) prompt notice of the Third-Party Claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay); (ii) the exclusive right to control the Third-Party Claim’s investigation, defense and settlement; and (iii) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a Third-Party Claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Service when Walkns is the indemnifying party). The indemnified party may participate in a Third-Party Claim with its own counsel at its own expense.
Exclusive Remedy. This Section 14 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any Third-Party Claim.

LIMITATION OF LIABILITY

DISCLAIMER. IN NO EVENT WILL WALKNS HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICES FOR: (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, (II) THE DELAY OR INABILITY TO USE THE SUBSCRIPTION SERVICES, APIS OR ANYTHING PROVIDED IN CONNECTION WITH THESE TERMS OF SERVICE, (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR (IV) LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, OR LOST DATA; IN EACH CASE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WALKNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
LIMITATION OF LIABILITY. IN NO EVENT WILL WALKNS’S TOTAL AGGREGATE LIABILITY, UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE, EXCEED THE GREATER OF (I) THE FEES PAID OR PAYABLE TO WALKNS HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION GIVING RISE TO SUCH DAMAGES FIRST AROSE OR (II) $100 USD.
Cause of Action. You may not institute an action in any form arising out of or in connection with these Terms of Service more than one (1) year after the cause of action has arisen unless such limitation is explicitly prohibited by Applicable Law.

DISPUTE RESOLUTION; CLASS ACTION WAIVER.
THE CLAUSES BELOW AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

General. This Section 16 facilitates the prompt and efficient resolution of any Dispute that may arise between you and Walkns. “Dispute” includes but is not limited to any and all claims, disputes or controversy (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) arising out of or relating to the Terms of Service, including the breach, application, validity, interpretation or scope thereof, including the determination of the scope or applicability of these Terms of Service to arbitration, whether presently in existence or based on acts or omissions in the past or in the future. This Section provides that, except for the “Exceptions” identified below in Section 16(g), all Disputes between you and Walkns, which are unable to be resolved pursuant to the Pre-Arbitration Claim Resolution Section below, will be resolved exclusively and finally by binding arbitration rather than in court in accordance with this Section 16.
Pre-Arbitration Claim Resolution. For all Disputes, you must first give us an opportunity to cure or resolve the Dispute which is first done by emailing us at customersuccess@walkns.com and providing us with the following information: (i) your name, (ii) your address, (iii) a written description of your claim, and (iv) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, then you may pursue your Dispute in arbitration.
Arbitration Procedures.

Initiation of Proceedings and Rules. If the Dispute is not resolved as provided in Section 16(b) above, either you or Walkns may initiate arbitration proceedings with the Judicial Arbitration and Mediation Service (JAMS). The arbitration shall be conducted in English before a single arbitrator and administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Streamlined Arbitration Rules”) in effect on the date the arbitration is filed, and will be governed by the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (the “JAMS Minimum Consumer Standards”). You may obtain copies of the current JAMS Streamlined Arbitration Rules, forms, and instructions for initiating an arbitration with JAMS by contacting JAMS online at www.jamsadr.com.
Arbitrator and Venue. The arbitrator will be agreed to by the parties; provided, however, if the Parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry in accordance with the JAMS Streamlined Arbitration Rules. The place of arbitration shall be in the country where you reside unless otherwise agreed upon by the Parties.
Federal Arbitration Act and Governing Law. The arbitrator will be empowered to determine the arbitrability of any Dispute between us and, because the Services and these Terms of Service concern interstate commerce, the Federal Arbitration Act (“FAA”) shall govern the arbitrability of all Disputes. However, unless the arbitrator determines it would be more appropriate to apply the substantive law or another U.S. jurisdiction or unless preempted by the FAA, the arbitrator will apply Texas state law and applicable U.S. federal law (without regarding to conflict or choice of law principles) consistent with the FAA and the applicable statute of limitations or condition precedent to commencing a Dispute.
Remedies, Relief and Cost. This Section 16 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator can award any damages or relief that a court of law could, including individual injunctive relief and reasonable attorneys’ fees when available under the governing law and will be final and binding on you and Walkns, without any right of appeal. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. The arbitrator’s award will address all claims properly brought before the arbitrator and will include the essential findings and conclusions upon which the arbitrator based the award. Judgment upon any such award may be enforced in any court of competent jurisdiction.

Class Action Waiver. The arbitration will be commenced as an individual arbitration, and will in no event be commenced as a class arbitration. To be clear, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action). You acknowledge and agree that you are waiving any ability to join or consolidate your Dispute in arbitration with the Dispute of any other person and to bring any Dispute on a class basis, in a representative capacity, on behalf of the general public, or on behalf of any other person.
Conflict. Where there is a conflict or inconsistency between the JAMS Streamlined Arbitration Rules and procedures and this arbitration provision, this arbitration provision will govern. If any clause within this “Dispute Resolution and Arbitration” provision (other than the Class Action Waiver clause) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided by a court. This “Dispute Resolution and Arbitration” provision will survive the termination of your account with us or our affiliates and your discontinued use of the Services.
Confidentiality. You and Walkns agree that any arbitration proceedings initiated hereunder shall be kept in strict confidence, meaning that you and Walkns agree not to disclose or cause to be disclosed to any third party the Dispute(s) to be arbitrated hereunder, or any of the underlying facts, circumstances, documents, and other materials relating to such Dispute(s), except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law.
Exceptions. We each agree not to invoke our right to arbitrate any individual Dispute each of us may bring in small claims court or an equivalent court with jurisdiction, so long as the Claim is pending only in that court. This arbitration provision does not limit or constrain Walkns’s right to interplead funds in the event of claims to funds associated with payments you owe to several parties. To the extent a Dispute cannot legally be arbitrated (as determined by the arbitrator), the Parties will bring the suit, action, or proceeding that cannot be arbitrated according to Section 17(g) below.

MISCELLANEOUS

Entire Agreement and Order of Precedence. These Terms of Service, together with each Order Form and any applicable supplemental terms contain the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Walkns and you about the Services. In the event of any conflict between these Terms of Service, an Order Form, or any other supplemental terms or attachments hereto, these Terms of Service take precedence unless any applicable supplemental terms explicitly state otherwise. Any definitions found in the Privacy Policy, are hereby adopted by reference in these Terms of Service. Acceptance of any order by Walkns is expressly limited to the terms and conditions of these Terms of Service. Any proposed additional or inconsistent terms or conditions, including those in or accompanying any Customer proposal, any Customer purchase order, or other agreement or any other Customer document issued in connection with the sale or delivery of Services is deemed by Walkns to be a material change and is objected to and rejected by Walkns. Walkns's acceptance of any orders will not constitute acceptance of any terms and conditions contained therein.
Publicity. You hereby grant Walkns a limited, revocable, non-exclusive, non-sub-licensable, non-transferable (except in compliance with Section 17(c)), royalty-free right and license (the "Trademark License") to use, display and reproduce Customer’s name, logo, trademarks and service marks (the "Trademarks") in Walkns’s marketing and promotional content and materials and on the Website. Each party acknowledges that Customer's Trademarks are and will remain the exclusive property of Customer. Walkns's use of Customer's Trademarks shall be subject to Customer's reasonable usage guidelines provided to Walkns in advance in writing. Customer may revoke the license at any time by contacting inquiries@walkns.com .
Assignment. Neither Party may assign these Terms of Service without the prior consent of the other Party, except that either Party may assign these Terms of Service, with notice to the other Party, in connection with the assigning Party’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. These Terms of Service will bind and inure to the benefit of each party’s permitted successors and assigns.
Force Majeure. Neither Party is liable for a delay or failure to perform under these Terms of Service due to a Force Majeure. “Force Majeure” means an unforeseen event beyond a Party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects. Customer in all cases remains responsible for its underlying payment obligations even if a delay is permitted pursuant to this Section 17(d).
Waiver; Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. Except as otherwise set forth in the Dispute resolution provision, if any of these Terms of Service are deemed inconsistent with Applicable Law, then such term(s) will be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights.
Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 11 or, in the case of Customer, Section 2(b) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Governing Law; Venue. These Terms of Service and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Texas. Except as otherwise expressly set forth in Section 16, the exclusive jurisdiction for all Disputes that you are not required to arbitrate will be the state and federal courts located in Dallas, Texas.
Notice. You agree that any notices, agreements, disclosures, or other communications that Walkns sends you electronically will satisfy any legal communication requirements, including that such communications be in writing and will be deemed given upon delivery of email. For Walkns, any legal notices shall be sent to inquiries@walkns.com. You agree to keep your contact information up to date, and to monitor your email settings to ensure that you receive emails from us at your discretion and as necessary.
Messages. By using the Walkns Service, you consent to receive emails from us. These emails may include notices about applicable Fees and charges, transactional information and other information concerning or related to the Services (e.g. booking confirmations and reminders). You agree to keep your contact information up to date, and to monitor your email settings to ensure that you receive emails from us at your discretion and as necessary.