Your Mom Terms of Service
Last updated: October 2, 2024
These Terms of Service (the “Agreement”) outline the conditions for accessing and using the services provided by Your Mom LLC (“Company”). By (A) purchasing access through an online ordering process that references this Agreement, (B) registering for a free or paid plan via any platform that refers to this Agreement, or (C) selecting an option indicating your acceptance, you agree to be bound by these terms. The person accepting this Agreement represents an organization or legal entity (“Customer”); such person guarantees they have the authority to bind that entity and its affiliates to this Agreement. If the person lacks such authority, or the entity disagrees with these terms, they must not accept this Agreement or use the services. All capitalized terms herein hold the meanings defined below. The parties agree as follows
1. The Service
1.1 Service Overview
Your Mom LLC provides a cloud-based service enabling the creation and management of AI-driven chatbots for various purposes, such as customer support and user interaction (the “Service”). Anything submitted, configured, or uploaded by the Customer (or Users) through the Service is deemed a “User Submission.” The Customer is fully responsible for all User Submissions. Additional terms related to User Submissions, including ownership, are covered in Section 8.2. The Service may also include templates, scripts, and other materials to aid Customer use (“Company Content”). The Customer will not have access to the underlying software or code of the Service.
1.2 Customer's Subscription
Subject to this Agreement, the Customer can purchase a subscription to access and use the Service, as specified in the ordering process through Your Mom LLC's website or portal referencing this Agreement. All subscriptions cover the period outlined in the applicable order (“Subscription Period”). Use of the Service is restricted to authorized Users for internal business purposes only.
1.3 Company Ownership
Your Mom LLC retains full ownership of the Service, Software, Company Content, and all other materials provided (collectively, “Company Materials”). All related intellectual property rights are reserved. The Customer is granted no implied licenses, and any rights not explicitly outlined in this Agreement are reserved.
2. Restrictions
2.1 Customer Responsibilities
The Customer is fully responsible for all actions taken under its account, including those of its Users, except in cases where such actions result from unauthorized access caused by vulnerabilities in the Service. The Customer must ensure that all Users are informed of and comply with the obligations and restrictions outlined in this Agreement and is liable for any breaches by Users.
2.2 Usage Restrictions
The Customer agrees not to, and will not permit Users or any third party to, directly or indirectly: (a) modify, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to access the source code or underlying ideas of the Service, unless expressly allowed by law; (c) sublicense, sell, rent, lease, or otherwise commercially exploit the Service; (d) remove any proprietary notices from the Service; (e) use the Service in violation of applicable laws or regulations; (f) attempt unauthorized access to, or disrupt, the Service; (g) use the Service in a manner that supports products competing with Your Mom LLC; (h) conduct vulnerability testing of the Service without prior authorization. If the Customer's use of the Service threatens the security or integrity of Your Mom LLC or the Service itself,Your Mom LLC reserves the right to suspend access, with reasonable efforts to notify the Customer and promptly resolve the issue.
3. Financial Terms
3.1 Fees
Customers must pay for access to and use of the Service as specified in the applicable order (“Fees”). All Fees will be charged in the currency indicated in the order, or if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as expressly stated in this Agreement, Fees are non-refundable.Your Mom LLC reserves the right to change its Fees or introduce new fees at its discretion. Customers may choose not to renew their subscription if they disagree with any adjusted fees.
3.2 Payment
Your Mom LLC, either directly or through a third-party payment processor (“Payment Processor”), will bill the Customer for the Fees using the credit card or ACH payment information provided. Your MomLLC reserves the right to charge the Customer's credit card or ACH payment method for any services rendered under the order, including recurring Fees. It is the Customer's responsibility to ensure that Your Mom LLC has up-to-date and accurate payment information. Failure to provide correct information may result in a suspension of access to the Services. Your Mom LLC also retains the right to offset any Fees owed by the Customer. If payments are processed through a Payment Processor, such transactions are subject to the Payment Processor's terms and policies, in addition to this Agreement. Your Mom LLC is not liable for any errors or omissions made by the Payment Processor and reserves the right to correct any such errors, even if payment has already been requested or received. If the Customer authorizes recurring charges upon accepting an order, those charges will be automatically applied to the Customer's payment method without further authorization until the Customer terminates this Agreement or updates their payment information.
3.3 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments, such as value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, “Taxes”). Customers are responsible for all Taxes related to their purchases. If Your Mom LLC is required to pay or collect Taxes for which the Customer is liable, Your Mom LLC will invoice the Customer for such Taxes unless the Customer provides a valid tax exemption certificate from the appropriate taxing authority in advance. For clarity, Your Mom LLC is solely responsible for taxes based on its income, property, and employees.
3.4 Failure to Pay
If a Customer fails to pay any Fees when due, Your Mom LLC may suspend access to the Service until the overdue amounts are settled.Your Mom LLC is authorized to attempt charging the Customer's payment method multiple times if an initial charge is unsuccessful. If a Customer believes they have been billed incorrectly, they must notify Your Mom LLC within sixty (60) days from the first billing statement showing the discrepancy to request an adjustment or credit. Upon receiving a dispute notice, Your Mom LLC will review the issue and provide a written decision to the Customer, along with evidence supporting this decision. If it is determined that the billed amounts are due, the Customer must pay these amounts within ten (10) days of receiving Your Mom LLC's written decision.
4. Term and Termination
4.1 Agreement Term and Renewals
Subscriptions to access and utilize Your Mom LLC's service (“Service”) begin on the start date specified in the applicable order (“Subscription Start Date”) and continue for the duration defined in the Subscription Period. Customers may choose not to renew their Subscription Period by notifying Your Mom LLC at support@Your Mom.coiom (subject to written confirmation of cancellation) or by adjusting their subscription through their account settings within the Service. This Agreement becomes effective on the first day of the Subscription Period and remains in effect for the entire duration of the Subscription Period stated in the order, including any renewals and any time the Customer uses the Service, even if not under a paid order (“Term”). If this Agreement is terminated by either party, it will automatically terminate all associated orders. If a Customer cancels or declines to renew their paid subscription, access will continue but will automatically transition to a version of the Service with limited features and functionality that Your Mom LLC offers to unpaid subscribers (“Free Version”). If this Agreement is terminated by either party, or if the Customer deletes its workspace within the Service, access to the Free Version will also be revoked.
4.2 Termination
Either party may terminate this Agreement by providing written notice to the other party if the other party materially breaches this Agreement and fails to rectify such breach within thirty (30) days after receiving the notice. Your Mom LLC may terminate a Customer's access to the Free Version at any time with notice.
4.3 Effect of Termination
If the Customer terminates this Agreement due to a breach byYour Mom LLC that remains uncured, Your Mom LLC will refund any unused, prepaid Fees for the remainder of the current Subscription Period. Conversely, if Your Mom LLC terminates this Agreement due to a breach by the Customer that remains uncured, the Customer must pay any unpaid Fees covering the remainder of the current Subscription Period post-termination. Termination does not relieve the Customer from the obligation to pay any Fees due to Your MomLLC for the period preceding the effective date of termination. Upon termination, all rights and licenses granted by Your Mom LLC will cease immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, at the Customer's request, or if the Customer deletes its workspace,Your Mom LLC will delete the Customer's User Information, including passwords, files, and submissions, unless an earlier deletion is requested in writing. For Customers using the Free Version, Your Mom LLC may retain User Submissions and User Information to facilitate ongoing use. Your Mom LLC may delete all User Submissions and User Information if the account remains inactive for more than one (1) year.
4.4 Survival
Sections titled “Ownership,” “Third-Party Services,” “Financial Terms,” “Term and Termination,” “Warranty Disclaimer,” “Limitation of Liability,” “Confidentiality,” “Data,” and “General Terms” will remain in effect following any termination or expiration of this Agreement.
5. Warranties and Disclaimers
5.1 Warranties
Customers represent and warrant that all User Submissions made by Users adhere to all applicable laws, regulations, and rules.
5.2 Warranty Disclaimer
EXCEPT AS SPECIFICALLY STATED HEREIN, THE SERVICES AND ALL ASSOCIATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. Your Mom LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT Your Mom LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERRORS. SOME JURISDICTIONS DO NOT ALLOW THE DISALLOWANCE OF CERTAIN WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY WHERE PROHIBITED BY LAW.
6. Limitation of Liability
NOTWITHSTANDING ANY CONTRARY PROVISION, Your Mom LLC WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RELATED TO THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHERMORE, Your MomLLC'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER Your Mom LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Confidentiality
7.1 Definition
Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may disclose business, technical, or financial information related to the Disclosing Party's operations that is reasonably regarded as confidential due to its nature and the context of its disclosure (“Confidential Information”). For Your Mom LLC, Confidential Information includes non-public information regarding the features, functionality, and performance of the Service. For Customers, Confidential Information consists of User Information and User Submissions. This Agreement, along with all associated Orders, is also classified as Confidential Information for both parties. Confidential Information does not include information that: (a) becomes publicly known without violating any duty to the Disclosing Party; (b) was already known to the Receiving Party prior to disclosure by the Disclosing Party without violating any duty; (c) is obtained from a third party without violating any duty; or (d) was developed independently by the Receiving Party without utilizing the Disclosing Party's Confidential Information.
7.2 Protection and Use of Confidential Information
The Receiving Party agrees to: (a) safeguard the Disclosing Party’s Confidential Information with at least the same level of care it employs for its own similar information, but not less than a reasonable level of care; (b) limit access to Confidential Information to its personnel, affiliates, subcontractors, agents, consultants, legal and financial advisors, and contractors (“Representatives”) who require this information for purposes related to this Agreement and who are bound by confidentiality obligations comparable to those in this Agreement; (c) refrain from disclosing any Confidential Information to third parties without prior written consent from the Disclosing Party, except as explicitly stated herein; and (d) utilize the Confidential Information solely to meet obligations under this Agreement. This provision does not restrict sharing of Agreement terms or the other party's name with potential investors or buyers under standard confidentiality terms.
7.3 Compelled Access or Disclosure
If required by law, the Receiving Party may access or disclose the Disclosing Party's Confidential Information, provided that it informs the Disclosing Party in advance (where legally permissible) and offers reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
7.4 Feedback
Customers may occasionally provide feedback regarding the Service (“Feedback”). Your Mom LLC may decide to incorporate this Feedback into its services. Customers grant Your Mom LLC a royalty-free, global, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and otherwise utilize any Feedback as Your Mom LLC sees fit, without any obligations or restrictions, except for the requirement not to identify the Customer as the source of the Feedback.
8. Data
8.1 User Information
Customers and their Users are required to provide information such as names, email addresses, usernames, IP addresses, browsers, and operating systems (“User Information”) to access the Service. Customers authorize Your Mom LLC and its subcontractors to store, process, and retrieve User Information as part of their use of the Service. Customers confirm that they possess the necessary rights to provide User Information to Your Mom LLC for the purposes outlined in this Agreement. Customers are responsible for their User Information and for any unauthorized use of their credentials.
8.2 User Submissions
Customers grant Your Mom LLC a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely for the purpose of delivering the Service. Except for the rights explicitly granted herein, Customers retain all rights to their User Submissions, with no implied licenses created under this Agreement.
8.3 Service Data
Your Mom LLC collects data regarding the performance and operation of the Service (“Service Data”) as Customers utilize the Service. As long as the Service Data is aggregated and anonymized, ensuring that no personal information is disclosed, Your Mom LLC may use this data without restriction. Your Mom LLC holds all rights to the Service Data but will not identify Customers or Users as its source.
9. General Terms
9.1 Publicity
With prior written consent from the Customer, Your Mom LLC may identify the Customer and use their name, logo, trademarks, or service marks on Your Mom LLC's website and marketing materials. This allows Your Mom LLC to showcase its clientele and user base while respecting the Customer's confidentiality and privacy rights.
9.2 Force Majeure
Your Mom LLC will not be held liable for any failure or delay in fulfilling its obligations under this Agreement due to events beyond its reasonable control, including but not limited to third-party hosting or utility provider failures, strikes (not involvingYour Mom LLC's employees), riots, fires, natural disasters, wars, terrorism, or government actions. These circumstances provideYour Mom LLC with protection against unforeseen events that hinder service delivery.
9.3 Changes
Your Mom LLC recognizes that its service is a subscription-based, evolving product. To improve customer experience, Your Mom LLC reserves the right to make changes to the Service. However,Your Mom LLC commits not to materially reduce the core functionality provided to Customers. Additionally, Your Mom LLC may unilaterally modify the terms of this Agreement, provided Customers receive at least thirty (30) days' notice prior to such changes, with updates prominently posted (e.g., on the Your Mom LLC website terms page).
9.4 Relationship of the Parties
This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship betweenYour Mom LLC and the Customer. Both parties act as independent contractors, each managing their respective operations while cooperating under this Agreement's terms.
9.5 No Third-Party Beneficiaries
This Agreement is solely between Your Mom LLC and the Customer and is not intended to benefit any third party. No third party shall have the right to enforce any of its terms, either directly or indirectly, clarifying that obligations and benefits are limited to the parties involved.
9.6 Email Communications
Notices related to this Agreement will be communicated via email, although Your Mom LLC may opt to deliver notices through the Service. Notices to Your Mom LLC should be directed to a specifiedYour Mom LLC email, while notices to Customers will be sent to the email addresses they provided through the Service. Notices are deemed delivered the next business day after emailing or on the same day if provided through the Service.
9.7 Amendment and Waivers
No changes to this Agreement will be effective unless made in writing and signed or acknowledged by authorized representatives of both parties. A delay or failure to exercise any right under this Agreement does not constitute a waiver of that right. Waivers must be in writing and signed by the party granting the waiver.
9.8 Severability
If any provision of this Agreement is deemed unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to render it lawful or enforceable, while the remaining provisions will remain in full effect. This ensures the Agreement continues to operate even if parts of it are altered or removed.
9.9 Assignment
Neither party may assign or delegate their rights or obligations under this Agreement without the prior written consent of the other party, except that Your Mom LLC may assign its rights without consent in cases of mergers, acquisitions, corporate reorganizations, or sales of substantially all assets. Any unauthorized assignment will be void. This Agreement binds and benefits the parties, their successors, and permitted assigns.
9.10 Governing Law and Venue
This Agreement will be governed by the laws of the State of Texas, USA, excluding its conflict of laws principles. Disputes arising under this Agreement will be resolved in the state or federal courts in Texas, to which both parties consent to jurisdiction and venue. There is a waiver of any right to a jury trial for disputes arising under this Agreement. The prevailing party in any enforcement action is entitled to recover its reasonable costs and attorney fees.
9.11 Entire Agreement
This Agreement, including any referenced documents and Orders, constitutes the complete agreement between Your Mom LLC and the Customer, superseding all prior discussions, agreements, and understandings of any kind. This ensures clarity and comprehensiveness regarding the mutual expectations and obligations of the parties.
Contact Us
If you have any questions about this Privacy Policy, You can contact us:
- By email: support@wisepilot.io