Terms of Service

1.1 Agreement

These Terms constitute a binding agreement between WAPI and the Customer and govern the Customer's access to and use of the Services. These Terms apply to every Order, whether placed through a WAPI website, a dashboard, the caretta.cloud console, an API or any other channel WAPI makes available.

1.2 Acceptance

The Customer accepts these Terms upon the earliest of: (a) ticking or clicking an acceptance box or button that refers to these Terms; (b) creating an Account; (c) placing an Order; or (d) accessing or using any of the Services other than solely as an End User. By accepting these Terms, the Customer confirms that it has read and understood them. Where WAPI creates an Account on the Customer's behalf, the Customer accepts these Terms upon first logging in to or using that Account. If the Customer does not agree to these Terms, the Customer shall not access or use the Services.

1.3 Eligibility and Capacity

The Customer, and any individual accepting these Terms on the Customer's behalf, represents and warrants that: (a) the individual is at least 18 years of age, or the age of legal majority in the individual's place of residence if higher; (b) the Customer has full legal capacity to enter into these Terms; and (c) WAPI has not previously terminated an Account of the Customer for breach of these Terms, and no Account of the Customer is suspended under Section 40 at the time of acceptance, unless WAPI has consented in writing to the Customer's renewed use of the Services. WAPI does not offer Accounts to persons under 18 years of age.

1.4 Authority to Bind an Entity

If an individual accepts these Terms on behalf of a company or other legal entity, that entity is the Customer, and the individual represents and warrants that the individual has authority to bind that entity to these Terms. If the individual does not have that authority, the individual is, to the extent permitted by Applicable Law, personally bound by these Terms and liable for the obligations incurred under them.

1.5 Related Documents

The following documents apply together with these Terms:

• (a) each Order and each Scope Document;
• (b) the DPA, which is incorporated into these Terms and applies to Personal Data that WAPI processes on the Customer's behalf in connection with the AI Services;
• (c) for Domain Services, the registration agreement of the Registrar and the ICANN policies referred to in Section 5; and
• (d) any additional terms that WAPI presents for a particular Service or feature at the time of purchase or activation.

WAPI may require the Customer to accept the DPA in the dashboard before WAPI enables particular features that collect Visitor Data. The order of precedence between these documents is set out in Section 47.3.

1.6 Privacy Policy

The Privacy Policy describes how WAPI processes Personal Data in connection with the Services. The Privacy Policy is provided for information only, does not form part of these Terms and does not create contractual obligations for either party. Any acknowledgment of the Privacy Policy given at registration confirms that the Customer has been provided with it. Nothing in this Section 1.6 limits any right that an individual has under applicable data protection law.

1.7 Versions and Amendments

Each version of these Terms bears a version number and an effective date shown at the top of these Terms. WAPI may amend these Terms in accordance with Section 44. A change to the card processing fee described in Section 30A or to the rules in Section 30B is also subject to the email notice that Section 30A and Section 30B require.

1.8 Record of Acceptance

WAPI may keep an electronic record of the Customer's acceptance of these Terms, the DPA and any other document presented for acceptance, including the version accepted, the date and time of acceptance, the network address and the browser or device information. To the extent permitted by Applicable Law, such records constitute evidence of the Customer's acceptance. Section 47 governs the effect of electronic communications and electronic acceptance.

2.1 Defined Terms

In these Terms, the following capitalized terms have the meanings set out below:

• "Account" means the account registered with WAPI through which the Customer accesses the Services, including its credentials, settings, Account Balance, the records of websites linked to it, Site Tokens and associated records.
• "Account Balance" (also "balance") means the balance in US dollars recorded in an Account, consisting of prepaid credit and any Promotional Credit and including any amount below zero, as described in Section 30A.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with a party, where "control" means ownership of more than 50% of the voting interests of an entity or the power to direct its management and policies.
• "Aggregated Data" means data derived from the use of the Services that has been de-identified and aggregated so that it does not identify the Customer, any End User or any other individual.
• "AI Output" means any content generated by the AI Services, including answers, suggested knowledge base answers, summaries and transcriptions, whether generated in response to input from the Customer, from an End User or from the Content.
• "AI Services" means the Caretta assistant and the other features of the Services that generate or process content by means of machine-learning models, including the website chat widget, the WordPress plugin, connections to messaging channels where WAPI makes them available, website crawling and knowledge base functions, live conversation tools, and the related dashboards, the caretta.cloud console and APIs.
• "Applicable Law" means all laws, statutes, regulations, rules, court orders and binding requirements of any governmental or regulatory authority that apply to a party, to the Services or to the relevant activity.
• "Automation Services" means bots, scripts, scrapers, scheduled tasks, integrations and other software that performs automated actions on the Customer's instructions, whether WAPI provides them as custom development, as ready-made products or as a hosted service.
• "Consumer" means an individual acting for purposes outside the individual's trade, business, craft or profession.
• "Content" means any data, text, files, images, audio, code or other material that the Customer or its End Users submit, upload, transmit or otherwise make available to the Services, or that WAPI obtains from sources the Customer designates, including websites the Customer instructs WAPI to crawl and entries in the Customer's knowledge base.
• "Customer" means the individual or legal entity that accepts these Terms, holds an Account, places an Order or otherwise accesses or uses the Services, other than solely as an End User; where an individual accepts these Terms on behalf of a legal entity, the Customer is that entity. "You" and "your" refer to the Customer.
• "Data Processing Agreement" or "DPA" means WAPI's data processing agreement published at /data-processing, as amended from time to time in accordance with its terms.
• "Domain Services" means the registration, renewal, transfer, WHOIS privacy and related management of domain names that WAPI provides as a reseller of a Registrar.
• "End User" means any individual who interacts with the Customer's deployment of the Services, including a visitor to a website on which the Customer has installed the AI Services and a person who communicates with the Customer through a channel connected to the Services.
• "Fees" means all amounts payable by the Customer for the Services, including prices, usage charges, Subscription charges, domain fees, the card processing fee described in Section 30A and any other charges stated in an Order, in WAPI's price list or in the dashboard, in each case exclusive of Taxes unless stated otherwise.
• "Order" means any purchase, top-up of the Account Balance, checkout, Subscription activation, domain order or accepted Scope Document, however placed.
• "Personal Data" has the meaning given to "personal data", "personal information" or an equivalent term by applicable data protection law.
• "Privacy Policy" means WAPI's privacy policy published at /privacy-policy, as updated from time to time.
• "Promotional Credit" means credit that WAPI adds to an Account Balance without payment by the Customer, including for a trial, for a promotion or as a goodwill gesture, as described in Section 30A.
• "Registrar" means the ICANN-accredited registrar that sponsors a domain name registration.
• "Registry" means the operator of a top-level domain.
• "Scope Document" means a written project specification, proposal or order for custom work that WAPI has issued or approved and that binds the parties as Section 24.2 provides, including by acceptance in the dashboard.
• "Services" means all products and services that WAPI provides, including its websites, dashboards, the caretta.cloud console, APIs, the AI Services, the Domain Services, Subscriptions, software (including ready-made products, plugins, browser extensions and mobile applications), the Automation Services, custom development and related support.
• "Site Token" means a credential that WAPI issues to the Customer to link a website or other deployment to the Customer's Account and to authorize the AI Services to operate on the domains the Customer authorizes for that credential.
• "Subscription" means a recurring arrangement for a Service that is billed per period, whether monthly, quarterly, annually or for another period stated in the Order.
• "Taxes" means all sales, use, value added, goods and services, consumption, digital services, withholding and similar taxes, duties, levies and charges imposed by any authority, together with any related interest and penalties, excluding taxes imposed on WAPI's net income.
• "Terms" means these Terms of Service, as amended from time to time under Section 44, together with the documents they expressly incorporate by reference, including the DPA; each incorporated document is amended only in accordance with its own terms, and where these Terms refer to an order of precedence between these Terms and an incorporated document, "these Terms" means these Terms of Service alone.
• "Third-Party Services" means services, software, networks, platforms, content and products provided by any person other than WAPI or its Affiliates, including Registrars, Registries, AI model providers, payment processors, messaging platforms and website platforms, whether or not WAPI integrates them into or makes them available through the Services.
• "Visitor Data" means Personal Data of End Users that WAPI processes through the Customer's deployment of the AI Services, including the messages End Users send, contact details End Users submit and, where WAPI makes that feature available, identity attributes that the Customer's systems provide.
• "WAPI" means WAPI Solutions LLC, a Wyoming limited liability company. "We", "us" and "our" refer to WAPI.

2.2 Interpretation

In these Terms, unless the context requires otherwise:

• (a) "you" and "your" refer to the Customer, and "we", "us" and "our" refer to WAPI, including in Section 30A and Section 30B;
• (b) headings are for convenience only and do not affect interpretation;
• (c) "including", "include", "for example" and similar expressions mean including without limitation;
• (d) the singular includes the plural and the plural includes the singular;
• (e) "written" and "in writing" include email;
• (f) "days" means calendar days unless stated otherwise;
• (g) unless stated otherwise, every date, day, month, time and period under these Terms, including for billing, invoicing, top-up limits, domain renewal attempts, notice periods and effective dates, is determined in Coordinated Universal Time (UTC);
• (h) "$", "US$" and "US dollars" refer to the lawful currency of the United States of America;
• (i) references to a Section are to a Section of these Terms, and references to a law include that law as amended or replaced;
• (j) "may" confers a right or discretion and does not impose an obligation to exercise it; and
• (k) to the extent permitted by Applicable Law, no provision of these Terms shall be construed against WAPI on the ground that WAPI prepared it.

3.1 Registration Information

The Customer shall provide accurate, current and complete information when registering an Account and placing Orders, and shall keep that information up to date. This includes the country stated in the Customer's account details, which WAPI uses to determine the card processing fee under Section 30A and may use to determine applicable Taxes. WAPI may suspend or terminate an Account under Section 40 if the information provided is false, misleading or incomplete. The Customer shall reimburse WAPI for any Taxes, interest and penalties that WAPI incurs because the information in the Customer's account details was inaccurate or incomplete.

3.2 Refusal and Verification

WAPI may refuse to open an Account or to accept an Order at its discretion, subject to Applicable Law. If WAPI refuses an Order that has been paid from the Account Balance, WAPI shall credit the amount deducted back to the Account Balance, unless Section 4.5 applies. WAPI may at any time request information or documents to verify the identity of the Customer, the authority of any person acting for the Customer, or the Customer's control of a domain name, website or payment method, including before processing a change of registrant, a refund or the closure of an Account. WAPI may withhold the relevant action until the verification has been completed to WAPI's reasonable satisfaction.

3.3 Use of the Account

An Account is personal to the Customer. Without WAPI's prior written consent, the Customer shall not: (a) sell, transfer, lease or assign an Account; or (b) create or use more than one Account in order to obtain Promotional Credit more than once, to exceed limits applicable to the Services or to avoid a suspension or termination. The Customer may permit its employees and contractors to use the Account on its behalf, provided that the Customer ensures that they comply with these Terms and remains responsible for their acts and omissions.

3.4 Credentials and Site Tokens

The Customer shall keep its passwords, API keys, two-factor authentication codes and recovery codes confidential and shall not disclose them to any person other than those permitted under Section 3.3. Site Tokens are intended to be embedded in the Customer's websites; the Customer is responsible for maintaining the list of domains authorized for each Site Token and for revoking any Site Token that it no longer uses or suspects is being misused.

3.5 Two-Factor Authentication

WAPI may make two-factor authentication available for Accounts. WAPI may require the Customer to enable two-factor authentication, or to complete additional verification, before permitting access to the Account or to particular operations.

3.6 Responsibility for Activity

To the extent permitted by Applicable Law, the Customer is responsible for all activity that occurs under its Account or through its credentials, API keys or Site Tokens, whether or not the Customer authorized that activity, including Orders placed, Fees incurred, usage deducted from the Account Balance, automatic top-ups enabled under Section 30B and changes made to domain names, except activity that occurs after WAPI has had a reasonable opportunity to act on a notice given under Section 3.7. WAPI may treat any instruction given through the Account, or sent from the email address registered for the Account, as an instruction authorized by the Customer. Except to the extent caused by WAPI's breach of these Terms or as required by Applicable Law, WAPI shall not be liable for any loss arising from the use of the Customer's credentials, API keys or Site Tokens by any person.

3.7 Unauthorized Access

The Customer shall notify WAPI without undue delay at [email protected] upon becoming aware of any actual or suspected unauthorized access to or use of its Account, credentials, API keys or Site Tokens, shall change the affected credentials, shall revoke the affected API keys or Site Tokens, and shall provide the information WAPI reasonably requests. Notice to WAPI does not relieve the Customer of its responsibility under Section 3.6 for activity that occurred before WAPI had a reasonable opportunity to act on that notice.

3.8 Protective Measures

Where WAPI reasonably suspects that an Account, credential, API key or Site Token has been compromised, or is being used for fraud, for abuse or in breach of these Terms, WAPI may, without prior notice where WAPI considers it necessary: (a) end active sessions; (b) require a password reset, two-factor authentication or other verification; (c) revoke or restrict API keys or Site Tokens; or (d) suspend the Account in whole or in part under Section 40. Measures taken under this Section 3.8 do not relieve the Customer of its payment obligations. To the extent permitted by Applicable Law, WAPI shall not be liable for any measure taken in good faith under this Section 3.8, including where the suspected compromise, fraud, abuse or breach is not confirmed.

3.9 Account Email Address

The Customer shall keep the email address registered for the Account current and able to receive messages. Notices sent to that address are given and received as described in Section 47.8.

4.1 Availability

WAPI offers the Services to customers in many countries. WAPI does not represent that any Service, feature, payment method or top-level domain is available, lawful or appropriate in any particular location. WAPI may restrict, suspend or withdraw any Service, feature or payment method in any location where WAPI considers it necessary to comply with Applicable Law or with the requirements of a Registrar, a Registry, a payment processor or another provider of Third-Party Services, or to manage legal or commercial risk. Where such a restriction, suspension or withdrawal ends the Customer's use of the Services for a reason other than the Customer's breach, Section 40 governs its effect, including any refund of unused paid Account Balance.

4.2 Compliance with Local Law

The Customer is responsible for ensuring that its use of the Services, and every website, product, service, communication and business that it builds, publishes or operates with the Services, complies with the Applicable Law of each place in which the Customer operates or to which it directs its activities, including law on business registration and licensing, Taxes, consumer protection, electronic commerce, advertising, data protection and the information the Customer must give to End Users. WAPI does not provide legal, tax or regulatory advice, and nothing in the Services, the documentation or any AI Output constitutes such advice.

4.3 Mandatory Consumer Rights

Nothing in these Terms excludes or limits any right or remedy that the Customer has as a Consumer under the mandatory law of the Customer's country of residence and that cannot be excluded or limited by agreement. If such a mandatory provision conflicts with these Terms, the mandatory provision prevails to the extent of the conflict and the remainder of these Terms continues to apply. Section 41 sets out how this applies to governing law and dispute resolution. Where the Customer registers or orders under a business name, provides a tax identification number, or uses the Services for a website or channel operated for a trade, business, craft or profession, the Customer represents that it accepts these Terms and uses the Services for the purposes of that trade, business, craft or profession and not as a Consumer, and WAPI may rely on that representation.

4.4 Sanctions and Export Controls

The Customer represents and warrants, upon accepting these Terms and upon each Order, that: (a) neither the Customer nor any person owning or controlling the Customer is the subject or target of economic sanctions, or is named on a restricted-party list, administered by any government or international organization whose measures apply to WAPI or to the Customer; (b) the Customer is not located, organized or ordinarily resident in a country or territory that is subject to comprehensive sanctions under such measures; and (c) no payment that the Customer makes to WAPI, whether by card, bank transfer, digital asset or any other method, derives from or is made on behalf of any such person. The Customer shall not use, export, re-export or transfer the Services, any software or any AI Output in breach of applicable sanctions or export control law, and shall not permit any such person to access the Services. The Customer shall notify WAPI promptly if any of these representations ceases to be true.

4.5 WAPI's Rights

WAPI may refuse or cancel any Order, decline, return, block or hold any payment, and withhold any refund, credit or transfer of funds, as Applicable Law requires or permits, and suspend or terminate the Account under Section 40, if WAPI reasonably believes that providing the Services or accepting a payment would breach sanctions or export control law, or would expose WAPI, its Affiliates or its providers of Third-Party Services to a material risk of such a breach. To the extent permitted by Applicable Law, WAPI shall not be liable for any action taken in good faith under this Section 4.5.

4.6 Language

These Terms are concluded in English. WAPI may provide translations of these Terms, of the Services or of related documents for convenience only. In the event of any conflict or inconsistency between the English version and a translation, the English version prevails to the extent permitted by Applicable Law. WAPI may provide support and communications in English.

5.1 Reseller Status and Registrar

WAPI provides Domain Services as a reseller. WAPI is not an ICANN-accredited registrar and is not a Registry. Each domain registered or transferred through WAPI is sponsored by a Registrar; WAPI's Registrar is currently Dynadot Inc (IANA Registrar ID 472), an ICANN-accredited registrar. WAPI may use a different or additional Registrar for new registrations and, where ICANN policy and the Registrar's rules permit, for existing registrations. Upon request to [email protected], WAPI shall identify the Registrar that sponsors a particular domain.

5.2 Agreements and Policies That Apply

Each registration, renewal and transfer through the Domain Services is subject to: (a) these Terms; (b) the registration agreement of the Registrar in force at the time, which applies in addition to these Terms and which WAPI shall provide upon request; (c) the consensus and temporary policies of ICANN; and (d) the policies, eligibility rules and registration terms of the Registry for the relevant top-level domain. By placing an Order for Domain Services, the Customer agrees to be bound by each of them. If these Terms conflict with a provision that the Registrar, ICANN or the Registry requires to be binding on the registrant, that provision prevails to the extent of the conflict and only as it concerns the registration.

ICANN's Registrants' Benefits and Responsibilities and Registrant Educational Materials describe the rights and duties of registrants under ICANN policy.

5.3 Availability

Domain names are registered on a first-come, first-served basis. An availability search result, a price shown in search results and an item in the Customer's cart are information only and do not reserve a domain name. A domain name is registered only when the Registry accepts the registration. WAPI may decline or cancel an Order before the registration is completed, including where the domain name is premium, reserved or restricted by the Registry, where the price shown was in error, or where the Order raises a legal, security or abuse concern. If WAPI declines or cancels a paid Order under this Section 5.3, Section 10.2 applies.

5.4 Processing of Orders

After payment is confirmed, WAPI submits the Order to the Registrar. WAPI may process Orders through a queue and may retry a submission that does not succeed on the first attempt. Any processing time stated on the website, at checkout or in the dashboard, including any statement that a domain is activated instantly or within a stated time, is an estimate and not a commitment. If a registration is not completed, Section 10.2 applies.

5.5 Registrant and Customer Representations

The Customer, or the person the Customer names as registrant in the Order, is the registrant of each domain registered through the Customer's Account. The Customer represents and warrants that: (a) it has the right to register and use the domain name; (b) to its knowledge, neither the registration of the domain name nor the manner in which it is directly or indirectly used infringes the legal rights of any third party; (c) it shall not use the domain name for any unlawful purpose or in breach of Section 34; and (d) where it registers a domain name for another person, it is authorized by that person to accept these Terms and the agreements listed in Section 5.2 on that person's behalf, and it remains responsible for the Account. As between WAPI and the Customer, if any details of WAPI appear in the registration data of a domain registered through the Customer's Account, WAPI holds that position only on the Customer's behalf and for administrative purposes, WAPI acquires no right in the domain name, and the Customer remains responsible, as if it were the registrant of record, for the domain name and its use, including under Section 5.5, Section 5.6, Section 6 and Section 9 and the Customer's indemnity under Section 38.

5.6 Licensing a Domain to a Third Party

If the Customer licenses the use of a domain name to a third party, the Customer remains the registrant of record and remains responsible for providing its own full contact information and for providing and updating accurate technical and administrative contact information. The Customer accepts liability for harm caused by wrongful use of the domain name unless it discloses the identity of the licensee and the current contact information provided by the licensee, within 7 days, to a party that provides the Customer with reasonable evidence of actionable harm.

5.7 Top-Level Domain Requirements

Some top-level domains impose eligibility, documentation, local presence or use requirements, or additional terms. The Customer is responsible for meeting the requirements of each top-level domain for which it places an Order, for the whole registration period. A Registry may refuse, suspend or cancel a registration that does not meet its requirements.

5.8 Rights of WAPI, the Registrar and the Registry

WAPI, the Registrar and the Registry may each deny, cancel, suspend, lock, redirect or place on hold any registration, or change its settings, and may transfer a registration where (a) or (d) applies, where it reasonably considers this necessary to: (a) comply with Applicable Law, ICANN policy, Registry requirements, or an order of a court, arbitral tribunal, dispute-resolution provider or competent authority; (b) address abuse, including malware, phishing, pharming, botnets, spam, fraud or infringement; (c) protect the integrity and stability of the Registry, the Registrar or the Services; (d) correct an error made by WAPI, the Registrar or the Registry in connection with the registration; (e) respond to non-payment, a reversed payment or a chargeback relating to the domain; or (f) respond to a material breach of these Terms that relates to the domain or its use. Except to the extent that liability cannot be excluded under Applicable Law, WAPI is not liable to the Customer for any such action, whether taken by WAPI, the Registrar or the Registry.

5.9 Fees for Domain Services

The Fees for a registration or transfer are those shown at checkout when the Customer places the Order, plus any Taxes shown. The Fees for a renewal are determined under Section 8.2 or Section 8.4, and the Fees for a restoration are determined under Section 8.12. Renewal and restoration prices may differ from registration prices. Registry prices, including premium prices, vary by domain name and may change, and WAPI may change its prices for Domain Services at any time; a change does not affect an Order that WAPI has already accepted and that has been paid. A price shown for one domain name, top-level domain or term does not bind WAPI for another.

6.1 Accurate Registration Data

The Customer shall provide, and shall maintain, accurate, complete and reliable registration data for each domain, including the full name, postal address, email address and telephone number of the registrant and of any administrative, technical and billing contacts that the Registry uses, as required by ICANN's Registration Data Policy and the Registrar Accreditation Agreement. If complete registration data is not available when an Order is processed, WAPI may submit the registration with temporary contact details, which may include WAPI's own contact details. Temporary contact details do not make WAPI the registrant or give WAPI any interest in the domain, and the Customer shall provide complete registration data under this Section 6.1 without delay.

6.2 Updates Within 7 Days

The Customer shall update registration data within 7 days of any change to it. The Customer may update administrative, technical and billing contacts in the dashboard. Changes to the registrant contact are made by WAPI upon written request to [email protected] sent from the email address of the Account; the Customer meets the requirement of this Section 6.2 for the registrant contact by sending a complete request within that 7-day period, and WAPI shall submit the change to the Registrar within a reasonable period after it has verified the request. WAPI may require evidence of the identity and authority of the person making the request before submitting the change, and may decline a request that appears to be unauthorized. A change of registrant may result in a transfer lock under Section 7.3.

6.3 Verification and Breach

WAPI or the Registrar may ask the Customer to verify or confirm registration data, including by responding to an email. Each of the following is a material breach of these Terms and a ground for suspension or cancellation of the registration without refund, as ICANN policy permits: (a) the willful provision of inaccurate or unreliable registration data; (b) a willful failure to update registration data within 7 days of any change as Section 6.2 requires; and (c) a failure to respond for more than 15 calendar days to an inquiry from WAPI or the Registrar about the accuracy of registration data.

6.4 Use and Disclosure of Registration Data

The Customer authorizes WAPI to provide registration data to the Registrar and the Registry, and acknowledges that they may process, escrow and disclose that data as ICANN policy, Registry policy and Applicable Law require or permit, including through public registration data services, to law enforcement and to parties with a legitimate interest. Where the Customer provides the Personal Data of another person as a contact, the Customer shall ensure that it has given that person any notice, and obtained any consent, that applicable data protection law requires. WAPI's handling of registration data is described in the Privacy Policy.

6.5 Privacy Service

Where the Registry and the Registrar permit, WAPI may make a privacy service available at no additional charge unless a charge is shown at checkout or in the dashboard, and may enable it by default. The privacy service replaces some or all of the registrant's contact details in publicly available registration data with substitute details. It is provided by or through the Registrar and is subject to the Registrar's terms. It does not prevent disclosure of registrant data to the Registrar, the Registry, a dispute-resolution provider, law enforcement or a third party where Applicable Law, ICANN policy or those terms require or permit it. WAPI may disable or withdraw the privacy service for a domain where the Registry does not support it, where the domain is the subject of a complaint of abuse or infringement or of a proceeding under Section 9, or where Applicable Law or ICANN policy requires it.

7.1 Transfers to Another Registrar

The Customer may transfer a domain to another registrar in accordance with ICANN's Transfer Policy and the procedures of the Registrar. For that purpose the Customer may obtain the authorization (EPP) code and remove the transfer lock in the dashboard, and shall then request the transfer from the gaining registrar. The transfer process may include confirmation by email to the registrant or administrative contact, as those procedures provide. The Customer is responsible for keeping the authorization code confidential.

7.2 Authorization of Transfers

WAPI and the Registrar may treat a transfer request that is supported by the correct authorization code, or confirmed from a contact email address in the registration data, as authorized by the Customer. Except to the extent that liability cannot be excluded under Applicable Law, WAPI is not responsible for a transfer made with an authorization code or confirmation obtained through the Customer's Account or email account.

7.3 Denial of Transfers and Transfer Locks

WAPI or the Registrar may deny or delay an outbound transfer as ICANN's Transfer Policy permits, including: (a) within 60 days after the initial registration or a previous transfer of the domain, or any other period that ICANN policy provides; (b) within 60 days after a change of registrant, unless that lock was opted out of, by the Customer or by WAPI as designated agent under Section 7.4, where the Registrar allows it; (c) where there is evidence of fraud or a reasonable dispute over the identity of the registrant; (d) while the domain is subject to a proceeding under Section 9, a court order or a Registry hold; (e) where fees for the current or a previous registration period are unpaid, or the payment for them has been reversed or disputed through a chargeback; or (f) where the registrant has expressly objected to the transfer.

7.4 Designated Agent for Changes of Registrant

Where ICANN's Transfer Policy provides for a designated agent, the Customer authorizes WAPI to act as its designated agent solely to approve a change of registrant that the Customer or the registrant has requested under Section 6.2 and, where the Registrar allows it, to opt out of the resulting transfer lock on the Customer's behalf.

7.5 Transfers to WAPI

The Customer may request the transfer of a domain to WAPI from another registrar where the Registry supports it. Completion depends on the current registrar, the current registrant, a valid authorization code, the domain being unlocked and eligible for transfer, and the Registry, and WAPI does not guarantee that a transfer will be completed or when. Where the Registry adds a renewal period on transfer, the expiry date after the transfer is the date recorded by the Registrar. Where a paid transfer is not completed, Section 10.2 applies.

7.6 Continuity During a Transfer

The Customer is responsible for its DNS, hosting and email settings before, during and after a transfer in either direction. Except to the extent that liability cannot be excluded under Applicable Law, WAPI is not responsible for an interruption of a website, email or other service that results from a transfer.

8.1 Customer's Responsibility for Renewal

Each registration runs until the expiry date recorded by the Registrar. After any registration, renewal, restoration or transfer, the expiry date of a domain is the date recorded by the Registrar; an expiry date shown in the dashboard or in an email is for information only. The Customer is responsible for renewing each of its domains before it expires, whether manually under Section 8.2 or by auto-renewal under Section 8.3 to Section 8.10. Auto-renewal is a convenience and not a guarantee of renewal.

8.2 Manual Renewal

The Customer may renew a domain manually from the dashboard at any time before its expiry date, at the renewal price in WAPI's price list at the time of renewal plus any Taxes shown, paid by a method that the dashboard offers at that time. After the expiry date, renewal or restoration is available only as described in Section 8.12.

8.3 Turning Auto-Renewal On

Auto-renewal is off for each domain unless the Customer turns it on for that domain in the dashboard. When the Customer turns it on, the dashboard shows the renewal price, including any Taxes, the date of the first renewal attempt and the Customer's current Account Balance. That information is shown for information only, as at the time it is shown; the amount charged and the dates of attempts are determined under Section 8.4.

8.4 Renewal Attempts

While auto-renewal is on for a domain, WAPI attempts, subject to Section 8.8 and Section 8.10, to renew the domain for one year, paid from the Account Balance, once each day starting 7 days before the expiry date and ending 1 day before it. Days and dates under Section 8.3 to Section 8.10 are calendar days and dates in Coordinated Universal Time (UTC). The price charged is the renewal price in WAPI's price list on the day of the renewal, plus any Taxes shown.

8.5 Insufficient Account Balance

If the Account Balance does not cover the full price on a given day, WAPI does not renew the domain and does not charge the Account Balance on that day, and tries again on the next day within the period in Section 8.4. After the last attempt, WAPI stops and the domain may expire. WAPI may email the Customer about unsuccessful attempts. If the Customer has enabled automatic top-ups, an automatic top-up may add to the Account Balance in accordance with Section 30B.

8.6 Payment and Outcome at the Registrar

The price is deducted from the Account Balance before the renewal request is sent to the Registrar. If the Registrar refuses the renewal, WAPI shall credit the full amount deducted back to the Account Balance. If the outcome is not known, for example because the Registrar does not respond in time, WAPI holds the amount until the Registrar's records show whether the renewal took place; if they show that it did, the renewal is treated as completed and the amount is retained, and if they show that it did not, WAPI shall credit the amount back to the Account Balance.

8.7 Invoice and Confirmation

After an auto-renewal, WAPI issues an invoice, paid from the Account Balance, and sends a confirmation email to the email address of the Account.

8.8 When Auto-Renewal Does Not Apply

WAPI does not attempt auto-renewal for: (a) a domain in an Account that is suspended or closed; (b) a domain that is not active; or (c) a domain for which a separate recurring card payment arrangement for renewal is in place. WAPI may also decline to attempt or complete an auto-renewal where the Registry or the Registrar does not permit the renewal, or where Section 5.8 applies.

8.9 Turning Auto-Renewal Off

The Customer may turn auto-renewal off for a domain in the dashboard at any time. Turning it off stops attempts that have not yet started. It does not reverse or cancel a renewal request already sent to the Registrar, which is then dealt with under Section 8.6.

8.10 No Guarantee of Renewal

An auto-renewal may not take place, including because of an insufficient Account Balance, an outage or refusal at the Registrar or the Registry, a change in price, Registry rules, the status of the Account or the domain, or a technical failure. The Customer shall monitor the expiry dates and renewal status of its domains. Except to the extent that liability cannot be excluded under Applicable Law, WAPI is not liable for the expiry or loss of a domain that was not renewed. WAPI may modify or discontinue the auto-renewal feature; a discontinuation takes effect on notice given in the manner described in Section 44 for changes to these Terms, and Section 8.1 continues to apply.

8.11 Reminders

WAPI may send reminder emails about the upcoming or past expiry of a domain to the email address of the Account. The number and timing of reminders may vary, and WAPI may change them. A reminder that is not sent, not delivered or not read does not extend or renew a registration and does not relieve the Customer of its responsibility under Section 8.1. The Customer shall keep the email address of the Account current. Unsubscribing from notification emails does not change the Customer's responsibility.

8.12 Expiry and Post-Expiry Periods

When a registration expires, the domain may stop resolving, and any website, email or other service that depends on it may stop working. The Registrar may direct an expired domain to a notice or parking page. Any renewal grace period, redemption period or pending-deletion period is set by the Registry and the Registrar, differs between top-level domains and may not exist for some top-level domains. Renewal or restoration during such a period, where WAPI offers it, is charged at the price in WAPI's price list at that time, which may be higher than the price of a renewal before expiry, may include additional fees and shall be stated by WAPI upon request to [email protected]; renewal or restoration during such a period is not guaranteed. During or after such a period the Registrar may, as its registration agreement and ICANN policy permit, offer the domain name for registration, sale or auction to a third party. The Customer has no right to any revenue from a notice or parking page or from such a sale. After deletion, the domain name may become available for registration by any person.

9.1 Dispute Policies That Apply

Each registration is subject to ICANN's Uniform Domain Name Dispute Resolution Policy (UDRP) where it applies to the top-level domain, to the Uniform Rapid Suspension System where the Registry has adopted it, and to any other dispute policy that the Registry has adopted for the top-level domain. Each such policy, as amended from time to time, is incorporated into these Terms by reference as it applies to the relevant registration.

9.2 Proceedings and Jurisdiction

The Customer agrees to participate in mandatory administrative proceedings under the applicable dispute policy when a complaint is filed with an approved dispute-resolution provider. For the adjudication of disputes with third parties concerning or arising from the use of a domain name, the Customer submits, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts of (a) the Customer's domicile and (b) the location of the Registrar. This Section 9.2 does not affect Section 41 to Section 43 for disputes between the Customer and WAPI.

9.3 Implementation of Decisions

Where a panel decides that a domain name is to be transferred or cancelled, the Registrar implements the decision after a waiting period of 10 business days after being informed of it, unless within that period the registrant submits official documentation that it has commenced a lawsuit against the complainant in a jurisdiction to which the complainant has submitted under the UDRP. The remedies available under the UDRP are limited to the transfer or cancellation of the domain name.

9.4 Measures During a Dispute

While a proceeding, court action or complaint concerning a domain is pending, WAPI or the Registrar may lock the domain against transfer, change of registrant or deletion, may disclose registration data to the dispute-resolution provider or court as the applicable policy or law requires, and may take any action ordered by a panel, court or competent authority.

9.5 WAPI's Role

WAPI is not a party to a dispute between the Customer and a third party over a domain name, does not decide it and does not represent the Customer in it. The Customer is responsible for its defense and its costs. No refund is due for a domain that is transferred, cancelled or suspended as a result of a dispute. The Customer's indemnity under Section 38 applies to claims arising from the Customer's registration or use of a domain name.

10.1 Fees Non-Refundable After Acceptance

Fees for the registration, renewal, transfer or restoration of a domain are non-refundable once the Registry accepts the registration, renewal, transfer or restoration. Section 10.2 applies to an Order that has been submitted but is not completed. The summary of domain fees in Section 33 refers to this Section 10; subject to Section 10.5, if the summary and this Section 10 differ, this Section 10 applies.

10.2 Orders That Are Not Completed

If a paid registration, renewal or transfer is not completed, including because the Registry or the Registrar refuses it or WAPI declines or cancels the Order under Section 5.3, WAPI shall credit the full amount paid for it, including Taxes, to the Account Balance. This applies whichever payment method was used for the Order: the credit is made to the Account Balance and not to the card or other payment method. Where Applicable Law requires that such an amount be returned to the original payment method, WAPI shall, upon written request to [email protected], refund to that payment method the part of the credited amount that has not been used, and remove it from the Account Balance. Amounts credited to the Account Balance are then subject to Section 30A and Section 33. For auto-renewals, Section 8.6 applies. Where WAPI cancels or transfers a registration under Section 5.8(d) to correct an error made by WAPI, this Section 10.2 applies to the Fees paid for the registration, renewal or transfer concerned.

10.3 No Refund in Other Cases

Except as Section 10.2 provides, no refund or credit is due for: (a) a typographical error in a domain name, or a top-level domain or term selected in error by the Customer; (b) any unused part of a registration period, including after a transfer out, a deletion or a cancellation; (c) a domain that expires because it was not renewed; (d) a registration that the Registry cancels after acceptance because the registrant does not meet the Registry's requirements; or (e) a suspension, cancellation or transfer under Section 5.8 (other than a cancellation or transfer under Section 5.8(d) to correct an error made by WAPI), Section 6.3, Section 9 or Section 35, or Section 40 (other than a termination for convenience). The Customer is responsible for checking the domain name, top-level domain and term before completing an Order.

10.4 Reversed Payments

If a payment for a completed domain Order is reversed or disputed through a chargeback, WAPI may lock or suspend the domain, deny its transfer under Section 7.3 and recover the amount under Section 32.

10.5 Mandatory Consumer Rights

Nothing in this Section 10 limits a right that applicable consumer protection law gives a Consumer and that may not be excluded by agreement. Where such a right gives a Consumer more than this Section 10, Section 33 applies.

11.1 Scope

Section 11, Section 12 and Section 13 apply to each Subscription, including each recurring add-on to the AI Services, such as the Hide Branding add-on. The Order for a Subscription states the Service, the site or other scope to which it applies, the Fee and the billing period. Where the Order and Section 11, Section 12 or Section 13 differ on those matters, the Order prevails for that Subscription.

Section 11, Section 12 and Section 13 do not apply to (a) domain registrations, renewals and transfers, which are governed by Section 5 to Section 10, or (b) top-ups and automatic top-ups of the Account Balance, which are governed by Section 30A, Section 30B and Section 33.

11.2 Billing Periods and Payment in Advance

Subscription Fees are payable in advance for each billing period. The billing period is monthly unless the Order states a quarterly, annual or other period. Dates and billing periods are determined in Coordinated Universal Time (UTC).

WAPI may align the renewal dates of a Subscription to the first day of a calendar month and, where it does so, may pro-rate the Fee for the resulting shorter or longer period.

11.3 Add-Ons

Unless the Order states otherwise, the following applies to each add-on billed monthly, including the Hide Branding add-on:

• (a) the Fee for the first period is pro-rated from the date of activation to the end of that calendar month and is payable on activation;
• (b) each later period is a calendar month, and its Fee is invoiced on the first day of that month (UTC) and is payable from the Account Balance, from which WAPI may deduct it automatically under Section 11.4; and
• (c) the add-on applies only to the site for which it was ordered and does not transfer to another site.

While the Hide Branding add-on is active and its Fees are paid, WAPI shall not display the Caretta branding in the chat widget served for the site for which it was ordered. The removal and any later display of the branding may take a reasonable period to take effect, including because of caching.

11.4 Automatic Renewal and Payment from the Account Balance

Each Subscription renews automatically for successive billing periods until it is cancelled under Section 12 or ends under these Terms. By activating a Subscription, the Customer authorizes WAPI to deduct the Fee for each renewal period, together with any Taxes shown on the invoice, from the Account Balance on or after each renewal date.

Unless an Order states otherwise, renewal Fees are paid from the Account Balance under Section 30A and are not charged directly to a saved card. A card is charged in connection with a renewal only through automatic top-ups that the Customer has enabled under Section 30B.

11.5 Insufficient Balance and Suspension

If the Account Balance does not cover a renewal Fee when it falls due, the invoice remains unpaid and a grace period of 7 days applies from the due date. During the grace period WAPI may continue to provide the Subscription and may apply the Account Balance to the unpaid invoice once the balance is sufficient.

If the invoice is still unpaid at the end of the grace period, WAPI may suspend the Subscription without any notice other than the renewal invoice. For the Hide Branding add-on, WAPI may then display the Caretta branding again on the site concerned. Fees that fell due before suspension remain payable, and Section 32 applies to unpaid amounts. After the outstanding Fees are paid, Section 40.3 applies to restoration, unless WAPI terminates the Subscription under Section 40.

11.6 Price Changes

WAPI shall give at least 30 days' notice, by email or in the dashboard, before increasing the Fee for an existing Subscription. The new Fee applies from the first renewal after the notice period ends. If the Customer does not accept the new Fee, the Customer may cancel the Subscription under Section 12 before that renewal; renewal at the new Fee constitutes acceptance of it.

WAPI may reduce a Fee at any time without notice. A change in Taxes, or in the amount of Taxes shown on an invoice, is not a price increase under this Section 11.6.

11.7 Changes to a Subscription

WAPI is not obliged to offer upgrades, downgrades or other changes to a Subscription. Where WAPI makes a change available, it takes effect as stated in the dashboard or in the Order for that change. Unless so stated, a downgrade takes effect from the next billing period, and no pro-rated credit or refund is given for the unused part of the current period of the Subscription that is changed or replaced.

11.8 Suspension or Termination of the Account

If WAPI suspends or terminates the Account under Section 3, Section 4, Section 32, Section 35 or Section 40, WAPI may suspend or end any Subscription of the Account at the same time. Fees that fall due while a Subscription continues remain payable. Fees for the current billing period are not refunded, except as Section 40 provides or where mandatory law requires otherwise.

11.9 Billing Corrections

If WAPI determines that a Subscription Fee was invoiced or deducted in error, including a Fee charged twice for the same period, WAPI shall credit the amount charged in error to the Account Balance within a reasonable period. If WAPI determines that an amount was due but was not charged, WAPI may deduct it from the Account Balance. In either case WAPI may issue a corrected invoice. The Customer may report a suspected error to [email protected]. This Section 11.9 does not limit Section 30A or Section 33.

12.1 How to Cancel

The Customer may cancel a Subscription at any time (a) in the dashboard or the caretta.cloud console, where the Subscription can be cancelled there, or (b) by written request to [email protected] sent from the email address associated with the Account.

A cancellation in the dashboard or the caretta.cloud console is made when the Customer completes it. A cancellation by written request is made when WAPI processes it, which WAPI shall do within a reasonable period after receipt. The time at which a cancellation takes effect is set out in Section 12.2 and Section 12.3. Fees that fall due before a cancellation takes effect remain payable.

12.2 Add-Ons

Cancellation of an add-on, including the Hide Branding add-on, takes effect when it is made under Section 12.1, and the add-on ends at that time for the site concerned; the Customer may not choose a later date. For the Hide Branding add-on, WAPI may display the Caretta branding again on that site from that time. The Fee for the remainder of the current billing period is not refunded, except under Section 13 or where mandatory law requires otherwise.

12.3 Other Subscriptions

Unless the Order states otherwise, cancellation of any other Subscription takes effect at the end of the current billing period, and the Customer may continue to use the Subscription until then. No pro-rated refund is given for the rest of that period, except under Section 13 or where mandatory law requires otherwise.

A Subscription that has not been cancelled before its renewal date renews under Section 11.4. A cancellation made after a renewal Fee has been invoiced takes effect at the end of the renewed billing period, and the renewal Fee remains payable.

12.4 Effect on the Account

Cancelling a Subscription does not close the Account or affect any other Service. When WAPI processes a closure of the Account under Section 39, WAPI shall cancel all Subscriptions of the Account with effect from the closure, and no Fees accrue for later periods.

12.5 Content After a Subscription Ends

WAPI does not provide a separate export period when a Subscription ends. The Customer is responsible for keeping its own copies of Content before a Subscription ends. WAPI is not obliged to retain Content or configuration that relate only to an ended Subscription, and WAPI is not liable for their deletion in accordance with this Section 12.5. WAPI may delete Content and configuration that relate only to an ended Subscription within a reasonable period after it ends, subject to Applicable Law and, for Personal Data, the DPA. WAPI may retain billing, tax and other records as Applicable Law requires or permits.

The export and deletion of Content when the Account ends are governed by Section 39 and Section 40.

12.6 Discontinuation by WAPI

WAPI may discontinue a Subscription or add-on offering by giving the Customer at least 30 days' notice by email or in the dashboard, with effect from the end of a billing period or, where WAPI credits to the Account Balance the Fee for the part of the current billing period after that date, calculated pro rata, from an earlier date stated in the notice. The Subscription then ends on the date stated in the notice, and no Fees accrue for any later period. This Section 12.6 does not limit WAPI's rights under Section 32 and Section 40.

13.1 Refund Within 14 Days

If the Customer has not made material use of a Subscription, the Customer may request a full refund of the Fees paid for that Subscription within 14 days after the date of its initial purchase. The request shall be made in writing to [email protected] from the email address associated with the Account.

WAPI shall process an eligible request within a reasonable period. A refund of a Fee paid from the Account Balance is credited to the Account Balance, and any other refund is made in the manner described in Section 33.5, as far as it applies, or as agreed with the Customer.

When WAPI grants a refund under this Section 13.1, the Subscription concerned ends when the refund is made, and for the Hide Branding add-on WAPI may display the Caretta branding again on the site concerned. The right in this Section 13.1 applies only to the first Subscription of the Account to a given Service or add-on and, for a Service or add-on ordered for a site, only to the first such Subscription for that site. This Section 13.1 does not limit Section 13.4.

13.2 No Refund After 14 Days

Subject to Section 13.4, no refund is available for a request made more than 14 days after the initial purchase of a Subscription, regardless of usage.

13.3 Material Use

The right in Section 13.1 lapses, even within the 14-day period, once the Customer has made material use of the paid features, for example by consuming usage allowances or processing data. WAPI determines whether material use has occurred, acting reasonably.

13.4 Mandatory Consumer Rights

If the Customer is a Consumer and applicable consumer protection law gives the Customer a statutory right to withdraw from a Subscription, that right applies in addition to this Section 13. To the extent that law so provides, where the Customer asks WAPI to begin providing a Subscription during the withdrawal period and then withdraws, the Customer owes a proportionate amount for what was supplied before the withdrawal, and where the Customer expressly consents to immediate full performance and acknowledges that the right of withdrawal is thereby lost, the right lapses. Where a statutory right conflicts with this Section 13, the statutory right prevails.

13.5 Cancellation and Other Refunds

Cancellation of a Subscription does not by itself entitle the Customer to a refund. Refunds for Services other than Subscriptions are governed by Section 10, Section 15, Section 33, any other Section of these Terms that provides for a refund, and the applicable Order.

14.1 Scope of the AI Services

The AI Services include the Caretta assistant, which WAPI makes available through the caretta.cloud console and the WAPI dashboard, as a widget that the Customer embeds on its websites by means of a Site Token or the Caretta WordPress plugin, and through such messaging channels, APIs and companion applications as WAPI makes available from time to time. The AI Services generate AI Output from the Content, from website content that the Customer instructs WAPI to retrieve, from conversation context and from the general knowledge of the underlying models. Section 14 to Section 20 apply to the AI Services in addition to the other provisions of these Terms.

14.2 License to Deploy

Subject to these Terms and to payment of the applicable Fees, WAPI grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable license, for as long as the Customer has access to the AI Services, to install the Caretta widget and plugin on websites, and to connect the AI Services to channels, that the Customer owns or controls or is authorized to operate on behalf of its clients (Section 34.8), solely to make the AI Services available to the End Users of those websites and channels. The license ends automatically when the Customer's access to the AI Services ends and is suspended for as long as that access is suspended. WAPI reserves all rights not expressly granted in these Terms.

14.3 WordPress Plugin

The code of the Caretta WordPress plugin is distributed under the GNU General Public License, version 2 or any later version. That license governs the plugin code only. The hosted service, the APIs, the caretta.cloud console, the models, the knowledge base and the AI Output are governed by these Terms, and nothing in that license grants any right to access or use the hosted service other than under these Terms.

14.4 Site Tokens and Credentials

Each deployment is identified by a Site Token issued through the dashboard or the caretta.cloud console. A Site Token is included in the code of the website on which it is installed and is therefore visible to visitors of that website. The Customer shall use each Site Token only for the website for which it was issued, shall not transfer a Site Token to another Account or to a third party, and shall revoke a Site Token without delay if it is installed or used without the Customer's authority. Section 3.6 and Section 3.7 govern responsibility for the use of Site Tokens and for Fees incurred through them. API keys, identity secrets and other credentials that WAPI issues for the AI Services are confidential and are subject to Section 3.

WAPI may rotate, suspend or revoke a Site Token or other credential for reasons of security, abuse or breach of these Terms.

14.5 Beta and Experimental Features

WAPI may add, modify, suspend or withdraw individual features of the AI Services. Features that WAPI identifies as beta, preview or experimental are provided for evaluation, may change or be withdrawn at any time without notice, and are excluded from any commitment that applies to other features. The Customer uses them at its own risk.

14.6 Availability of Features

A reference in Section 14 to Section 20 to a feature, channel, setting or application applies only where and to the extent that WAPI makes that feature, channel, setting or application available to the Customer. WAPI does not undertake to make any particular feature available in every plan, channel or location.

15.1 Ownership of Content

As between the parties, the Customer retains all rights in its Content. Except for the licenses granted in these Terms and WAPI's rights in Aggregated Data under Section 17.8, WAPI acquires no rights in the Content.

15.2 License to WAPI

The Customer grants WAPI, its Affiliates and the service providers and sub-processors acting on its behalf a non-exclusive, worldwide, royalty-free license to host, copy, retrieve, index, process, transform (including by creating summaries, embeddings and suggested answers), transmit and display the Content to the extent necessary (a) to provide, maintain, secure and support the Services for the Customer, (b) to comply with Applicable Law, (c) to investigate suspected breaches of these Terms and to enforce them, and (d) to create Aggregated Data under Section 17.8. The license continues for as long as WAPI holds the Content in accordance with these Terms and the DPA.

15.3 Customer Warranties as to Content

The Customer represents and warrants that it holds all rights, licenses and consents needed to grant the license in Section 15.2, including for the content of each website it submits for retrieval, and that the Content and WAPI's use of it in accordance with these Terms do not infringe the rights of any third party or breach Applicable Law. The Customer shall not include in the Content passwords, access credentials, payment card data or other information whose disclosure through AI Output could cause harm, and is responsible for any such information that it includes.

15.4 Retrieval of Website Content

WAPI retrieves content from a website only at the Customer's direction, through learning runs that the Customer starts or schedules or that WAPI's systems start under an automatic re-learning setting that the Customer has enabled for that website, and only for the websites that the Customer submits. Each such learning run is charged under Section 20.1. The Customer represents that it owns or controls each such website or is otherwise authorized to permit automated retrieval of its content. WAPI may limit the frequency, depth, speed and number of pages of learning runs.

If WAPI's systems detect that a website blocks automated access, WAPI shall stop the learning run, notify the Customer and credit the Fee for that learning run to the Account Balance, as stated in Section 33. If a website is only partly accessible, WAPI may complete the learning run with the content it was able to retrieve. WAPI does not warrant that a learning run retrieves all or any particular content of a website.

15.5 Knowledge Base Controls

To the extent WAPI makes these functions available in the caretta.cloud console, the Customer may review suggested answers, approve, edit or reject them, remove pages from the knowledge base and start re-learning from its sources. The AI Services are designed to give an answer that the Customer has approved priority over other knowledge base content for the same question; WAPI does not warrant that it will be applied in every case or to questions that are worded differently or are only related.

A later learning run may add content again from a source website that has changed, including content that the Customer previously removed. If the Customer instructs WAPI to delete its knowledge base content and re-learn, WAPI may remove the existing content before the new learning run is completed, and WAPI is not obliged to restore the removed content if that learning run does not complete. The Customer is responsible for reviewing the knowledge base after each learning run.

15.6 General Knowledge of the Models

The AI Services may answer questions using the general knowledge of the underlying models and not only the knowledge base. Such answers are AI Output and are subject to Section 16.

15.7 Currency of Sources

The AI Services answer from the knowledge base as it stood at the most recent learning run and from the answers the Customer has approved. Prices, availability, terms of sale and other information that changes on the Customer's website may not be reflected until re-learning takes place. The Customer is responsible for keeping its source content accurate and current, for starting re-learning after material changes, and for any AI Output that reflects out-of-date information.

16.1 Nature of AI Output

AI Output is generated by machine-learning models on a probabilistic basis. It may be inaccurate, incomplete, out of date, inconsistent with the Content or otherwise unsuitable, and the same input may produce different AI Output. AI Output is provided for information purposes only and is not legal, medical, financial, tax or other professional advice. The Customer is responsible for configuring and monitoring its deployment and for reviewing AI Output before relying on it or publishing it.

16.2 AI Output Delivered to End Users

As between WAPI and the Customer, AI Output delivered to End Users through the Customer's deployment is a communication of the Customer to its End Users. WAPI is not a party to any contract or other relationship between the Customer and an End User. The Customer is responsible for any statement, offer, price, commitment or representation that AI Output makes on its behalf, and for honoring or correcting it as the law applicable to that relationship requires.

16.3 Statements of WAPI's Own Assistant

WAPI uses the Caretta assistant and other automated assistants on its own websites, dashboards and channels, including to answer questions before a purchase. To the extent permitted by Applicable Law, statements made by such an assistant, including statements about prices, Fees, features, availability, refunds, service levels or these Terms, are information only, do not constitute an offer, an acceptance, a warranty or a representation by WAPI, and do not amend any price, Order or these Terms. The price and conditions shown at checkout or in the Order, and these Terms, prevail over any such statement.

16.4 Ownership of AI Output

As between the parties, and to the extent permitted by Applicable Law, WAPI assigns to the Customer any rights that WAPI holds in AI Output generated for the Customer's Account. The Customer grants WAPI a license to AI Output generated for the Customer's Account on the same terms and for the same purposes as the license in Section 15.2, and that license is not affected by this assignment. This assignment does not extend to the models, prompts, templates, software, default settings or other materials of WAPI or its suppliers, which remain their property. Similar or identical AI Output may be generated for other customers, and no exclusivity is granted. WAPI does not warrant that AI Output is protectable by intellectual property rights or that it does not infringe the rights of third parties.

16.5 Disclosure That End Users Interact with AI

The Customer shall inform End Users that they are communicating with an automated AI system where Applicable Law requires it, and shall make any further disclosure that Applicable Law requires. In every case, the Customer shall not represent, and shall not configure, name or instruct the AI Services to represent, that the assistant is a human being, and shall not use configuration, custom code or styling to remove or obscure an indication displayed by WAPI that End Users are communicating with an AI assistant.

Giving the assistant a personal name, a persona or a conversational tone that WAPI makes available is not in itself a representation that the assistant is a human being, but it does not relieve the Customer of these obligations. The removal of Caretta branding through a feature that WAPI provides for that purpose does not breach this Section 16.5, provided that the Customer does not otherwise remove or obscure the indication referred to in this Section 16.5. Human agents who take over a conversation under Section 18 may identify themselves as human.

16.6 Marketing and Sales Features

Where the Customer uses features that generate promotional or sales language from the Content, the Customer is responsible for ensuring that statements about its products, prices, availability and offers are accurate and comply with applicable advertising and consumer protection law, including rules on urgency and scarcity claims. WAPI may restrict or disable such features, or particular settings, if WAPI considers that they produce misleading content. WAPI does not guarantee any commercial result, including any level of sales, leads or conversions.

16.7 Prohibited Uses of the AI Services

In addition to Section 34, the Customer shall not use, or permit the use of, the AI Services to:

• (a) deceive or manipulate End Users, including by exploiting their age, disability or economic situation;
• (b) generate unlawful, defamatory or infringing content;
• (c) provide medical, legal, financial or other regulated professional advice without review by a qualified person;
• (d) make decisions that produce legal or similarly significant effects on individuals without meaningful human review; or
• (e) operate in circumstances where an error in AI Output could reasonably be expected to cause death, personal injury or serious damage to property or the environment.

17.1 Customer's Deployment Responsibilities

The Customer is responsible for the lawful deployment of the AI Services on its websites and channels, including: (a) publishing a privacy notice that informs End Users that a chat assistant is in use and that their data is processed by a service provider on the Customer's behalf; (b) obtaining any consent that Applicable Law requires, including for the storage of or access to information on End Users' devices; (c) complying with the terms of any Third-Party Services it connects; and (d) complying with the law that applies to its websites, channels and audience.

17.2 Authorized Domains

The Customer shall list in the dashboard the domains on which each widget may operate and shall keep that list accurate. WAPI may refuse or block requests that originate from domains the Customer has not authorized. The Customer shall not attempt to circumvent this restriction.

17.3 Roles of the Parties

For End User Personal Data processed through the Customer's deployment, including Visitor Data, the Customer acts as controller and WAPI acts as processor on the Customer's behalf, or in the equivalent roles under applicable data protection law. WAPI processes Personal Data relating to the Customer and the users of its Account for WAPI's own purposes as described in the Privacy Policy.

17.4 Data Processing Agreement

The Data Processing Agreement forms part of these Terms for the AI Services and applies to all End User Personal Data that WAPI processes on the Customer's behalf, whether or not the Customer has separately accepted it in the dashboard, and governs that processing. If these Terms, including any Order, conflict with the DPA as to the processing of Personal Data, the DPA prevails to the extent of the conflict. These Terms, the DPA and the Customer's configuration of the AI Services constitute the Customer's documented instructions to WAPI. WAPI may make features that collect or process End User Personal Data, including the contact form, available only after the Customer has accepted the DPA in the dashboard.

17.5 Sub-processors

The Customer gives WAPI a general authorization to engage sub-processors to process End User Personal Data, including providers of hosting and infrastructure, network security, AI models (including providers used as an alternative when a primary provider is unavailable and providers used to transcribe voice messages), payment processing and email delivery. WAPI provides the current list of sub-processors upon request, and gives notice of changes and handles objections to them, as the DPA provides. Personal Data may be processed in countries other than the country of the Customer or of the End User, subject to the safeguards that applicable data protection law and the DPA require.

17.6 Processing by AI Model Providers

To generate AI Output, WAPI transmits to AI model providers the text that End Users enter in a conversation, including any Personal Data they choose to include in it, together with relevant Content, instructions and conversation context. Voice messages received through a channel that WAPI makes available may be transcribed by an AI model provider. The Customer shall ensure that its privacy notice reflects this processing.

17.7 No Training on Content Without Consent

WAPI shall not use Content, or End User Personal Data processed on the Customer's behalf, to train or fine-tune a machine-learning model that WAPI offers to other customers, unless the Customer has given its prior consent in writing or through a setting that WAPI makes available for that purpose. This Section 17.7 does not restrict (a) processing needed to provide the Services to the Customer, including building and using the Customer's knowledge base, caching answers for the Customer's deployment and evaluating the quality of the Customer's answers, or (b) the creation and use of Aggregated Data under Section 17.8.

17.8 Aggregated Data

WAPI may derive Aggregated Data from the use of the Services, including from Content and conversations, and may use, retain and disclose Aggregated Data during and after the term of these Terms to operate, analyze, secure, improve and develop the Services. WAPI shall not disclose Aggregated Data in a form that identifies the Customer or any End User. As between the parties, WAPI owns all rights in Aggregated Data. Where the DPA allows the Customer to request that its conversations be excluded from such derivation, WAPI shall give effect to that request as the DPA provides. The derivation of Aggregated Data from End User Personal Data is subject to the DPA.

17.9 Customer Assurances

The Customer represents and warrants that it has, and will maintain, a lawful basis for the collection of End User Personal Data through its deployment and for its disclosure to WAPI and WAPI's sub-processors, that it has given all notices that applicable data protection law requires for that purpose, and that its instructions to WAPI comply with Applicable Law. The Customer shall inform WAPI without undue delay if it becomes aware that an instruction it has given may breach applicable data protection law.

17.10 Messaging Channels and Third-Party Services

Where WAPI makes available the connection of the AI Services to a messaging channel or other Third-Party Service, the Customer shall comply with the terms and policies of that service, including its rules on consent, opt-in and message content. WAPI is not responsible for the availability of a Third-Party Service or for any suspension, restriction or closure of the Customer's accounts with it.

18.1 Real-Time Delivery

Conversations are transmitted between the End User's browser or channel, WAPI's systems and the dashboards and applications through which the Customer follows them. WAPI applies commercially reasonable measures designed to protect these transmissions, including encryption in transit; this description is not a warranty and is subject to Section 36. WAPI does not warrant the delivery or timing of any individual message or notification. If a real-time connection is interrupted, the Services may fall back to other delivery methods or resume the conversation where technically possible.

18.2 Live Takeover

Where WAPI makes live takeover available, the Customer may view ongoing conversations through its Account and take over a conversation from the assistant to communicate with the End User directly. While a human agent holds a conversation, the AI Services are designed to stop generating replies in that conversation. WAPI does not supply human agents, and the Customer is solely responsible for staffing, for response times and for the content, accuracy and legality of messages written by its agents, which constitute Content.

18.3 Access Through the Account

Access to conversations is available through the Account and is subject to Section 3. Additional users, roles or seats are available only where WAPI makes them available. The Customer is responsible for every person who accesses conversations through its Account, for the confidential handling of what that person sees, and for ending the access of any person who is no longer authorized.

18.4 Use of Human Agent Replies

WAPI shall not reuse replies written by the Customer's human agents as automated answers to other End Users or as learning material for the knowledge base. WAPI may store and process such replies to deliver and display conversations, to operate and secure the Services, to measure the quality of the Services and as permitted by Section 17.

18.5 Companion Applications

WAPI may make available companion applications, including mobile applications, through which the Customer can follow and answer conversations. An application distributed through an app store is also subject to that store's terms; the operator of the store is not a party to these Terms and has no obligation to provide support or maintenance for the application. To the extent that the terms of an app store require particular provisions in the terms for an application distributed through it, those provisions apply between WAPI and the Customer for that application and prevail over these Terms, including Section 47, to that extent. The applications process account data, device information and push notification tokens as described in the Privacy Policy. The Customer may control notifications in the application and in the settings of its device. WAPI does not warrant that any notification is delivered.

18.6 Conversation Records

Conversation records are retained for the period set by any retention setting that WAPI makes available in the dashboard and, where no such setting is available or selected, for the period that WAPI determines, in each case subject to the DPA and Section 17. The Customer is responsible for choosing retention settings that comply with Applicable Law.

19.1 Scope

This Section 19 applies to the Personal Data of End Users processed through the Customer's deployment, including Visitor Data. WAPI processes that Personal Data on the Customer's behalf under Section 17 and the DPA.

19.2 Personal Data in Chat Messages

Text that End Users enter in a conversation, including any email address, telephone number or other Personal Data they choose to include, forms part of the conversation, is stored in the conversation records and is transmitted to AI model providers under Section 17.6. WAPI does not undertake to detect, remove or mask Personal Data in chat messages.

19.3 Contact Form

Where the Customer enables the contact form, End Users may submit contact details, such as a name, email address or telephone number, through its dedicated fields. WAPI's systems are designed to store contact details submitted through those fields separately from the conversation content and in encrypted form, and not to include them in the prompts sent to AI model providers; this description is not a warranty and is subject to Section 36. WAPI makes the contact details available to the Customer through the dashboard, the caretta.cloud console and companion applications, so that the Customer can respond to the End User's inquiry.

Any further use of the contact details, including for direct marketing, requires the lawful basis and consents that Applicable Law requires, which the Customer is responsible for obtaining. The Customer shall configure the contact form to request only the data it needs.

19.4 Verified Identity

Where WAPI makes verified identity available, the Customer's systems may pass to WAPI a signed assertion that an End User is a signed-in user of the Customer's website, together with limited identity attributes. The AI Services are designed to attach an identity to a conversation only where the assertion carries a valid signature generated with the identity secret issued to the Customer, and otherwise to continue the conversation without it. The Customer shall pass only attributes that it lawfully holds and is permitted to disclose to WAPI, shall keep its identity secret confidential, shall replace it without delay if it may have been compromised, and is responsible for every assertion signed with it.

19.5 End User Requests and Deletion

The Customer, as controller, is responsible for responding to requests from End Users to exercise their rights. If an End User contacts WAPI directly about Personal Data processed through the Customer's deployment, WAPI may refer the End User to the Customer and inform the Customer of the request.

Upon the Customer's written instruction, WAPI shall export or delete the Personal Data of an identified End User within a reasonable period, to the extent technically feasible and as provided in the DPA. Deleted data may persist in backups until they are overwritten in the ordinary course, and WAPI may retain records that Applicable Law requires it to keep, including a record that a deletion took place.

19.6 Data the Customer Shall Not Collect

The Customer shall not use the AI Services to request or collect special categories of Personal Data (such as data concerning health, biometric data or data revealing religious beliefs), government identification numbers, passwords or other access credentials, or full payment card numbers. The Customer shall not direct its deployment at persons under the age at which Applicable Law permits them to consent to the processing of their Personal Data unless it has implemented the protections that Applicable Law requires. If End Users submit such data without being asked, the Customer remains responsible for it as controller. WAPI may disable collection features that are used in breach of this Section 19.6.

20.1 Metered Usage

The AI Services are metered. Answers, learning runs, transcriptions and other chargeable operations are charged at the rates shown in the dashboard or the price list at the time of use. If the rate shown in the dashboard differs from the price list, the rate shown in the dashboard at the time of use applies. Fees for usage are deducted from the Account Balance under Section 30A as they are incurred, except that WAPI may deduct the estimated Fee for a learning run from the Account Balance before the learning run starts, and WAPI shall credit any unused part of that amount back to the Account Balance when the learning run ends. Such usage is invoiced monthly under Section 31. Fees for usage already consumed are non-refundable, except as stated in Section 33 or required by Applicable Law.

20.2 Alternative Model Providers

WAPI may route a request to an alternative AI model provider, including when the primary provider is unavailable. Usage processed by an alternative provider is charged at the rate that WAPI shows for that provider in the dashboard or the price list at the time of use, determined under Section 20.1 if the two differ; where no separate rate is shown for that provider, it is charged at the rate shown for the primary provider.

20.3 Insufficient Balance

Subject to Section 30A, if the Account Balance does not cover the Fees for usage, or is below zero, WAPI may stop or restrict the AI Services until the Customer adds funds. WAPI may, at its discretion, continue to provide limited responses, such as replies to greetings, which are not charged to the Account Balance. During that time End Users may receive no answer or a limited answer, and WAPI is not liable for inquiries that are lost or unanswered as a result. The Customer may enable automatic top-ups under Section 30B.

20.4 Usage Limits

Usage limits and per-site limits apply as shown in the dashboard, together with rate limits and other technical limits that WAPI sets. The Customer may adjust per-site limits within the ranges that WAPI makes available. Usage beyond a limit may be throttled, paused or refused. The Customer is responsible for all usage generated through its deployment within its limits, including usage generated by End Users and by automated traffic to its websites. WAPI may, but is not obliged to, filter such traffic, and may apply further limits without prior notice to protect the Services against abuse, automated attacks or threats to their stability.

20.5 Changes to Models and Providers

WAPI may change, upgrade, replace or discontinue the models, AI model providers and infrastructure used for the AI Services at any time. Such changes may affect the style, content and speed of AI Output. Usage is charged under Section 20.1 and Section 20.2 at the rates that apply at the time of use.

20.6 Availability, Maintenance and Suspension

WAPI does not warrant that the AI Services will be uninterrupted or error-free, and no service level applies unless an Order signed by an authorized officer of WAPI expressly states that it provides a service level. WAPI may carry out maintenance with or without prior notice and may suspend all or part of the AI Services, including a particular deployment or Site Token, for reasons of security, abuse, breach of these Terms, legal risk or the unavailability of a Third-Party Service or AI model provider. Section 35 and Section 40 apply to suspension for breach.

21.1 Application

Section 21 to Section 23 apply to all Automation Services, including bots, scripts, scrapers and other data-collection tools, scheduled tasks, integrations with the interfaces of Third-Party Services and similar automated tools that WAPI develops, delivers, hosts or operates for the Customer.

21.2 Basis of Supply

WAPI supplies Automation Services either as custom work, in which case Section 24 to Section 26 also apply, or as ready-made products, in which case Section 27 to Section 29 also apply. An Automation Service may run on WAPI's infrastructure, on infrastructure the Customer controls or on the Customer's device or browser, as stated in the Order or the product description.

21.3 Relationship to Other Sections

If Section 21 to Section 23 conflict with Section 24 to Section 26 or with Section 27 to Section 29 in respect of an Automation Service, Section 21 to Section 23 prevail. Fees, payment and refunds for Automation Services are governed by the applicable Order and Section 30 to Section 33 and, where the Automation Service is provided as a Subscription, also by Section 11 to Section 13.

21.4 Third-Party Services

Automation Services may interact with websites, applications, social networks, messaging services, marketplaces and other Third-Party Services. WAPI does not operate, control or endorse any Third-Party Service, and the Customer's relationship with each Third-Party Service is governed by the terms between the Customer and its operator.

22.1 Instructions and Lawful Use

The Customer shall determine the purposes, targets, frequency, volume and content of each Automation Service, and, subject to Section 22.6, WAPI acts on the Customer's instructions in developing, configuring and operating it. The Customer shall use Automation Services only in compliance with Applicable Law, these Terms and Section 34.

22.2 Accounts and Credentials

Where an Automation Service operates through an account that the Customer holds with a Third-Party Service, the Customer (a) represents that it owns or is authorized to control that account and to permit automated access to it; (b) authorizes WAPI and the Automation Service to access and act through that account for the purposes the Customer instructs; and (c) is responsible for every action taken through that account. WAPI may store the credentials the Customer provides to the extent required to operate the Automation Service. If the Customer no longer wishes WAPI to act through an account, the Customer shall change or revoke the relevant credentials and notify WAPI in writing, and WAPI may continue to act through that account until it has processed the notice, which WAPI shall do within a reasonable period after receiving it.

22.3 Data Collection

Where an Automation Service collects, extracts or processes data from websites or Third-Party Services, the Customer is solely responsible for ensuring that it holds every right, permission and lawful basis that the collection and use of that data require, including under Applicable Law on Personal Data, intellectual property, database rights and unfair competition, and under the terms of the relevant Third-Party Service. As between the parties, the Customer is the controller of any Personal Data so collected. To the extent WAPI processes such Personal Data, WAPI does so as processor on the Customer's documented instructions under these Terms and, where it applies, the Data Processing Agreement. Where applicable data protection law requires processing terms that the Data Processing Agreement does not provide, the Customer shall request them in writing before instructing WAPI to process that Personal Data, and WAPI may decline or suspend the processing until the parties have agreed them in writing.

22.4 Messaging and Interactions

The Customer shall not use Automation Services to send messages to, or to follow, like, comment on, post to or otherwise interact with, any person in breach of Applicable Law on unsolicited communications, consumer protection or Personal Data. The Customer is responsible for obtaining any consent that such interactions require.

22.5 Resource Limits

For Automation Services that WAPI hosts or operates, WAPI may set limits on frequency, volume, concurrency, run time, storage and bandwidth, may change limits that are not stated in the Order, and may throttle, queue or pause any run that exceeds those limits or that WAPI reasonably considers to affect the stability or security of its infrastructure or the Services provided to other customers. Usage beyond the limits stated in the Order may be charged at the rates stated in the Order or, if none are stated, at rates WAPI notifies to the Customer before charging them.

22.6 WAPI's Right to Refuse, Modify or Stop

WAPI may decline to develop, deploy or operate, and may suspend, modify or disable, in whole or in part, any Automation Service if WAPI reasonably believes that it:

• (a) breaches Applicable Law or these Terms;
• (b) infringes or misappropriates the rights of any third party;
• (c) is the subject of a complaint, notice or demand from the operator of a Third-Party Service, a rights holder or a public authority; or
• (d) exposes WAPI, its Affiliates, its infrastructure, its network addresses or its other customers to legal, security or reputational risk.

WAPI may act under this Section 22.6 notwithstanding any Scope Document or Order, and without prior notice where WAPI reasonably considers immediate action necessary. Section 35 and Section 40 apply to any suspension or termination of the Account or of other Services. Action under this Section 22.6 does not entitle the Customer to a refund of Fees for work already performed or usage already consumed, except where Section 33 or mandatory law provides otherwise.

23.1 Terms of Third-Party Services

Third-Party Services may prohibit, restrict or charge for automated access; may change their interfaces, technical measures, terms and policies at any time; and may detect automated activity and respond by limiting, suspending or closing accounts, removing content, blocking network addresses or taking legal action. The Customer is solely responsible for reviewing and complying with the terms and policies of each Third-Party Service with which its Automation Services interact, and bears all risk arising from their enforcement.

23.2 No Compliance Representation

WAPI makes no representation or warranty that any Automation Service is permitted by, complies with, or will continue to function under the terms, policies, interfaces or technical measures of any Third-Party Service. Any statement in a product description, on WAPI's websites or in other material about the performance, reliability or continued operation of an Automation Service in relation to a Third-Party Service is a description only and is not a warranty or guarantee of any result (Section 36).

23.3 Changes by Third-Party Services

If a change made by a Third-Party Service impairs or stops an Automation Service, the resulting failure is not a defect under Section 26 and does not entitle the Customer to a refund, except where Section 33 or mandatory law provides otherwise. WAPI may, but is not obliged to, adapt the Automation Service. Adaptation of an Automation Service to a change made by a Third-Party Service is new work under Section 24.7 unless the Scope Document or Order expressly includes it.

23.4 Responsibility for Automated Actions

The Customer is solely responsible for:

• (a) the configuration, targets and instructions of each Automation Service;
• (b) reviewing the results of each Automation Service before relying on, using or publishing them;
• (c) every action that an Automation Service performs through the Customer's accounts with Third-Party Services or on the Customer's instructions; and
• (d) the consequences of those actions on Third-Party Services and for the persons affected by them.

23.5 Exclusion of Liability

To the extent permitted by Applicable Law, WAPI shall have no liability for any loss arising from any action that a Third-Party Service or its operator takes in response to the use of an Automation Service, including (a) the restriction, suspension, closure or loss of any account; (b) the loss of content, followers, contacts, listings, rankings, data or reputation; (c) any claim brought by the operator against the Customer; and (d) any fee, penalty or charge the operator imposes. This exclusion applies in addition to Section 37. Nothing in this Section 23 excludes or limits liability that cannot be excluded or limited under Applicable Law.

23.6 Indemnity

The Customer's obligations under Section 38 extend to claims by operators of Third-Party Services, by persons whose data an Automation Service collected and by recipients of messages or interactions sent through an Automation Service, to the extent those claims arise from the Customer's Automation Services or the Customer's instructions.

24.1 Application

Section 24 to Section 26 apply to software, websites, applications, bots, integrations and other deliverables that WAPI develops for the Customer to the Customer's specification.

24.2 Scope Document

A project may be described in a Scope Document. WAPI may require acceptance of a Scope Document before starting work. A Scope Document issued or approved by WAPI binds both parties when the Customer accepts it in the dashboard or in writing, or pays Fees invoiced under it. If WAPI starts work at the Customer's request before a Scope Document is accepted, the scope is defined by the Order and by any description of the work that WAPI has confirmed in writing, and these Terms apply. Statements made by WAPI's automated assistant on WAPI's websites do not form part of any scope.

24.3 Order of Precedence

The Scope Document governs the scope, deliverables, price, payment schedule, timeline, acceptance criteria and warranty and support period of the project it describes. Subject to Section 25.6, these Terms govern all other matters, including intellectual property, warranty disclaimers, limitation of liability, indemnification, governing law and dispute resolution, notwithstanding any contrary statement in a Scope Document, including a statement that no terms other than the Scope Document are binding or that another law or forum applies. The Data Processing Agreement prevails over these Terms only as Section 47.3 provides. A Scope Document overrides a provision of these Terms only if it is signed by an authorized officer of WAPI and expressly identifies the Section it overrides.

24.4 Fees and Payment

Fees for a project are payable as stated in the Scope Document or Order, which may require payment in full in advance, payment in installments or milestones, or payment of an invoice issued on delivery. Unless the Scope Document or Order states otherwise, an invoice issued on delivery is due within 7 days after its date. WAPI may defer the start of work, and may withhold any deliverable, source code, credential that WAPI created for a deliverable, or transfer of a hosted deliverable, until all amounts then due are paid. Section 32 applies to late payment.

24.5 Third-Party Costs and Hosting

Unless the Scope Document states otherwise, the price excludes hosting, domain names, third-party licenses, charges for the use of Third-Party Services and their interfaces, and store or directory fees, and the Customer shall bear those costs. If WAPI hosts or operates a deliverable after delivery, that hosting or operation is a separate Service governed by its Order and these Terms, unless the Scope Document includes it. If WAPI hosts or operates a deliverable and no Order, Subscription or Scope Document covers that hosting or operation, WAPI may end it on 30 days' notice to the Customer.

24.6 Customer Cooperation and Materials

The Customer shall provide in a timely manner the information, Content, materials, access, decisions and approvals that WAPI reasonably requests for the project, and is responsible for their accuracy. The Customer warrants that it holds the rights required for WAPI to use the materials it supplies, and grants WAPI a non-exclusive license to use them to perform the project. If the Customer does not provide input that the project requires within 30 days after WAPI's written request, WAPI may suspend the project and invoice the work performed to date at the rates stated in the Scope Document or, if none are stated, as a proportionate part of the price, and may terminate the project if the input is not provided within a further 30 days. WAPI may engage Affiliates and subcontractors to perform all or part of a project.

24.7 Change Requests

A change to the agreed scope requires written agreement of both parties, which may be given in the dashboard or by email. WAPI may charge additional Fees for a change and adjust the timeline accordingly. WAPI is not obliged to perform work outside the Scope Document unless the parties have agreed in writing on that work and its Fees.

24.8 Timelines

Delivery dates are estimates unless the Scope Document expressly states that a date is binding. Each timeline is extended by any delay caused by the Customer, by change requests, by Third-Party Services or by events described in Section 47.

24.9 Delivery and Acceptance

Delivery occurs when WAPI makes a deliverable available to the Customer, including by deploying it to an environment the Customer can access, by providing access to it or by notice in the dashboard. The Customer shall test each deliverable within the acceptance period stated in the Scope Document or, if none is stated, within 7 days after delivery, and shall notify WAPI in writing of any material non-conformity with the acceptance criteria in the Scope Document or, if there are none, with the description of the work under Section 24.2, in enough detail to reproduce it. WAPI shall, within a reasonable period, correct the notified non-conformities that it is able to reproduce and redeliver, and this Section 24.9 then applies to the redelivered item. A deliverable is accepted on the earliest of (a) the Customer's written acceptance; (b) the end of the acceptance period without a notice under this Section 24.9; and (c) its use by the Customer in a live or production environment or for commercial purposes. Issues that do not prevent material use do not prevent acceptance and are handled under Section 26.

24.10 Cancellation

The Customer may cancel a project by written notice. The Customer shall pay for work performed up to the date the notice takes effect and for third-party costs that WAPI has incurred and cannot cancel. Section 33 governs any refund of Fees already paid for the project. Fees paid for completed milestones and for development time already performed, and third-party costs that WAPI has incurred and cannot cancel, are not refunded, except where mandatory law provides otherwise. WAPI may suspend or terminate a project for the reasons set out in Section 40.

25.1 Before Full Payment

Until all Fees for a project, including Fees for agreed changes, are paid in full, WAPI retains all right, title and interest in the deliverables, including source code, designs and documentation, other than the materials and Content supplied by the Customer. During that time WAPI grants the Customer a limited, non-exclusive, non-transferable and revocable license to use the delivered items for testing and acceptance and for any other use stated in the Scope Document, and WAPI may terminate that license if any amount is overdue.

25.2 Assignment on Full Payment

Upon receipt of full payment of all Fees for a project, WAPI assigns to the Customer all of WAPI's right, title and interest in the source code, designs and documentation that WAPI created specifically for the Customer under that project, excluding the components described in Section 25.3. The Customer may then use, modify, distribute and sublicense them. Upon the Customer's written request made after full payment and within 12 months after delivery, WAPI shall provide the source code of those items, in the form in which WAPI maintains it, within a reasonable period, if WAPI has not already delivered it. WAPI has no obligation to retain copies of the source code after that period.

25.3 Components Not Assigned

The following are not assigned and remain the property of WAPI or its licensors:

• (a) pre-existing materials of WAPI, including libraries, frameworks, templates, modules, tools and know-how, and any material WAPI develops independently of the project;
• (b) platform components, including the Services, the caretta.cloud console, the AI Services, WAPI's interfaces and hosted infrastructure, and ready-made products under Section 29, on which a deliverable is built or to which it connects; and
• (c) third-party and open-source components, which remain subject to their own license terms (Section 28.2).

25.4 License to Components

To the extent pre-existing materials described in Section 25.3 are incorporated into a deliverable assigned under Section 25.2, WAPI grants the Customer a non-exclusive, perpetual, worldwide, royalty-free license, transferable only together with that deliverable, to use, reproduce, modify, distribute and sublicense them solely as part of that deliverable, and not separately from it. Platform components described in Section 25.3 are available only under these Terms and the applicable Order or Subscription, and the Customer's right to use them ends when the relevant Service ends.

25.5 Identification of Components

WAPI may identify components under Section 25.3 in the Scope Document, in the deliverables or in their documentation, and shall identify them upon the Customer's written request within a reasonable period. A component is not assigned by reason only that it was not identified.

25.6 Licensed Deliverables

If the Scope Document expressly states that a named deliverable is licensed rather than assigned, Section 25.2 does not apply to that deliverable, and the Customer's rights in it are those stated in the Scope Document and, to the extent it is silent, in Section 27 to Section 29.

25.7 Retained Knowledge

WAPI may use the general skills, knowledge, ideas and techniques acquired in performing a project, and may develop similar work for others, provided that WAPI does not use, in doing so, the Customer's Content, other non-public information the Customer supplied for the project, or the items assigned to the Customer under Section 25.2.

26.1 Applicable Period

The defect correction period and any support period for a project are those stated in the Scope Document or Order. If the Scope Document or Order states no defect correction period, WAPI shall correct defects under this Section 26 that the Customer notifies in writing within 30 days after delivery. Except where mandatory law protecting Consumers gives it effect, a statement about support periods on WAPI's websites, in marketing material or in a quotation does not apply to a project unless the Scope Document or Order states it (Section 36).

26.2 Covered Defects

A defect under this Section 26 is a reproducible failure of code written by WAPI to perform materially in accordance with the Scope Document or, if there is none, the description of the work under Section 24.2, in the environment specified in it or, if none is specified, in the environment to which WAPI delivered it.

26.3 Sole Remedy

WAPI's sole obligation, and the Customer's sole and exclusive remedy, for a defect notified within the applicable period is that WAPI shall, at its option and within a reasonable period, correct the defect, re-perform the affected work or provide a reasonable workaround. This Section 26.3 is subject to Section 37 and to rights that mandatory law grants to Consumers. If WAPI does not correct a notified defect within a reasonable period, WAPI may instead refund the Fees paid for the defective deliverable, and that refund is then the Customer's sole and exclusive remedy for that defect.

26.4 Exclusions

This Section 26 does not cover any failure resulting from:

• (a) modification of a deliverable by anyone other than WAPI;
• (b) use contrary to the Scope Document or documentation, or in an environment other than the one specified or delivered to;
• (c) hosting, servers, devices, browsers, operating systems or networks not provided by WAPI;
• (d) changes to Third-Party Services, their interfaces or their policies (Section 23.3);
• (e) data, Content or configuration supplied by the Customer;
• (f) the Customer's failure to install an update or correction that WAPI provided;
• (g) third-party and open-source components, which WAPI supplies as provided by their licensors; or
• (h) misuse, negligence or error of the Customer or of any person using the deliverable on its behalf.

Requests for new features or enhancements are not defects.

26.5 Scope of Support

Support during a support period is limited to what the Scope Document or Order describes. If they do not describe it, support consists of answering the Customer's questions about the deliverables and correcting defects under this Section 26, through WAPI's support channels, including [email protected]. Support does not include new features, content updates, hosting, third-party charges, training or adaptation to changes in Third-Party Services. No response or resolution time applies unless the Scope Document or Order states one.

26.6 After the Period

After the applicable period ends, WAPI has no further obligation under this Section 26. WAPI may provide further support, maintenance or changes under a new Order or Scope Document at the Fees stated in it.

26.7 Disclaimer

Except for the obligations in this Section 26, Section 36 applies to the deliverables. A statement in a Scope Document is a warranty only if that Scope Document meets the conditions in Section 24.3 for overriding these Terms.

27.1 Application

Section 27 to Section 29 apply to software and ready-made products that WAPI makes available to the Customer, whether hosted by WAPI, installed on the Customer's device, browser, website or server, or delivered as files, other than deliverables developed under Section 24 to Section 26, which are governed by Section 25 except as Section 29.5 provides. The AI Services, including the Caretta widget and the WordPress plugin, are governed by Section 14 to Section 20; Section 27 to Section 29 apply to them only where Section 14 to Section 20 do not provide otherwise.

27.2 Grant

Subject to these Terms and to payment of the applicable Fees when due, WAPI grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the software or ready-made product, in object code or hosted form only, for the Customer's own business purposes or, for a Consumer, personal purposes:

• (a) within the limits on sites, accounts, devices, users and volume stated in the Order or the product description; and
• (b) for the Subscription period or other term stated in the Order or, if the Order states a one-time purchase without a term, until the license ends under these Terms.

27.3 Authorized Users

The Customer may permit its employees and contractors to use the software on the Customer's behalf within the limits of Section 27.2. The Customer is responsible for their compliance with these Terms.

27.4 Reservation of Rights

Software and ready-made products are licensed, not sold. WAPI and its licensors retain all right, title and interest in them, including in all copies, updates and modifications. All rights not expressly granted in these Terms are reserved, and no license is granted by implication or estoppel.

27.5 Updates and Changes

WAPI may update, modify, replace or discontinue any software or ready-made product or any of its features, and may require the Customer to install an update to continue using it. Section 12.6 and Section 40 apply where WAPI discontinues a product for which the Customer holds an active paid Subscription. Where mandatory law gives a Consumer rights in respect of the modification or discontinuation of digital content or a digital service, those rights apply.

27.6 License Verification and Expiry

WAPI may use license keys, activation, account sign-in and other technical means to verify that use stays within the license, and may disable access when a license expires, a Subscription ends, Fees are unpaid or the license ends under these Terms. When the license ends, the Customer shall stop using the software and delete or uninstall all copies in its possession or control.

27.7 Other License Terms

License terms that differ from Section 27 to Section 29 apply only if agreed in a written agreement signed by an authorized officer of WAPI, and prevail over Section 27 to Section 29 only for the product and to the extent that agreement expressly states.

28.1 Restrictions

Unless WAPI agrees otherwise in writing, and except to the extent Applicable Law permits an act notwithstanding a contractual restriction, the Customer shall not, and shall not permit any person to:

• (a) copy the software, except as required for the licensed use;
• (b) modify, translate or create derivative works of the software;
• (c) decompile, disassemble or reverse engineer the software or otherwise attempt to derive its source code;
• (d) sell, resell, sublicense, rent, lease, lend or time-share the software, or use it to provide services to third parties, unless the Order permits it;
• (e) distribute, publish or otherwise make the software or any part of its code available to any third party;
• (f) circumvent any license key, usage limit, access control or technical protection measure;
• (g) remove or alter any copyright notice, trademark, watermark or other proprietary legend;
• (h) use the software to develop a product or service that competes with it, or to copy its features or interface;
• (i) share license keys or account credentials beyond the users permitted under Section 27.3; or
• (j) use the software in breach of Applicable Law or Section 34.

This Section 28.1 does not restrict the installation of widget code and Site Tokens under Section 14.2 or the deployment permitted by Section 34.8.

28.2 Open-Source Components

Software may include components licensed under open-source licenses. Each such component is governed by its license, the terms of which WAPI may provide with the software, in its documentation or upon request. Nothing in these Terms restricts any right the Customer has under an open-source license, or imposes a restriction that such a license prohibits, in respect of the component it covers. Where WAPI distributes a product under an open-source license, such as a WordPress plugin distributed under the GNU General Public License version 2 or later, that license governs the code distributed under it, and the Services to which the product connects, including the AI Services and the caretta.cloud console, remain governed by these Terms. To the extent permitted by Applicable Law, WAPI gives no warranty in respect of open-source components.

28.3 Breach

If the Customer breaches this Section 28, WAPI may suspend or terminate the license and the related Services in accordance with Section 35 and Section 40.

29.1 Delivery Model

Ready-made products are standard software, bots, tools and templates that WAPI offers to more than one customer. A ready-made product is provided as a hosted service operated by WAPI, as a browser extension, plugin or application installed on the Customer's device, browser, website or server, or as a combination of both, as described in the Order or product description. Use of a ready-made product is licensed under Section 27.

29.2 No Source Code

Except where an open-source license requires otherwise (Section 28.2) or a Scope Document assigns a named item under Section 29.5, WAPI does not deliver, license or otherwise make available the source code of any ready-made product, including a ready-made product customized for the Customer.

29.3 Software on the Customer's Device or Website

Where a ready-made product is installed on the Customer's device, browser, website or server:

• (a) the Customer is responsible for installing it from the source WAPI designates, for the compatibility, maintenance and security of its device, browser, website and server, and for keeping backups;
• (b) the product may operate within the Customer's browser session, website, server, accounts and credentials and performs actions on the Customer's instructions, and the Customer is responsible for those actions, with Section 21 to Section 23 applying where the product is an Automation Service;
• (c) the Customer is responsible for the permissions it grants to the product;
• (d) browser vendors, extension stores, plugin directories and operating system providers may review, restrict, disable or remove the product, and WAPI is not responsible for their actions;
• (e) updates may be delivered automatically through the relevant store or directory, and an update may be required for continued use; and
• (f) to the extent permitted by Applicable Law, WAPI is not responsible for loss of data, conflicts with other software, or damage to the device, website or server resulting from the installation or use of the product.

29.4 Data Handled by the Product

A ready-made product may process data on the Customer's device or transmit it to WAPI or to Third-Party Services, as described in the product description, the Privacy Policy or, where it applies, the Data Processing Agreement. The Customer is responsible for the lawfulness of the collection and use of data that the product accesses through the Customer's accounts with Third-Party Services or on the Customer's instructions.

29.5 Customization

WAPI may customize a ready-made product for the Customer under a Scope Document or Order. The customization is custom work under Section 24 to Section 26, whether or not a Scope Document has been accepted, except that the customization and the underlying ready-made product remain the property of WAPI, are licensed under Section 27 and are not assigned under Section 25.2, unless the Scope Document expressly states that a named item is assigned.

29.6 Fees and Refunds

Where a ready-made product is sold as a Subscription, Section 11 to Section 13 apply. Otherwise, Fees for a ready-made product are not refunded once the product has been delivered or made available, as stated in Section 33, except where mandatory law provides otherwise.

29.7 Availability

Hosted ready-made products are provided without any availability or performance commitment unless an Order signed by an authorized officer of WAPI expressly states that it provides an availability or performance commitment. Except where mandatory law protecting Consumers gives them effect, availability figures or similar statements on WAPI's websites or in product descriptions are not commitments (Section 36).

30.1 Currency

Subject to Section 30.3, and unless an Order expressly states another currency, all Fees and prices are stated in and payable in US dollars, and the Account Balance is denominated in US dollars.

30.2 Payment Methods

The Customer may pay Fees using the payment methods that WAPI makes available in the dashboard or at checkout for the relevant Order, which may include card, bank transfer and cryptocurrency, or from the Account Balance in accordance with Section 30A. The methods available may differ by Service, Order, amount and Account. Subject to Section 30B, WAPI may add, withdraw or restrict any payment method at any time, including for a particular Order or Account.

30.3 Local Currency at Checkout

At checkout, WAPI's payment processor may offer to display and charge the amount in the Customer's local currency, at an exchange rate that the payment processor shows before the Customer pays. Where the Customer pays in a local currency, the Account Balance is still credited in US dollars. Automatic top-ups under Section 30B are charged in US dollars.

30.4 Conversion Fees and Transfer Charges

Currency conversion fees charged by the Customer's bank or card issuer are the Customer's responsibility. The Customer shall also bear any charges imposed by its own bank or payment provider, by any intermediary bank and by any blockchain network in making a payment, other than the card processing fee under Section 30A. Subject to Section 30A, WAPI may credit to the Account Balance, or apply to the relevant invoice, only the amount in US dollars that WAPI actually receives after any conversion and after those charges, converted where necessary at the exchange rate applied by WAPI's bank or payment processor or, where none applies, at a rate determined by WAPI in good faith on or about the date of receipt. Any shortfall against an amount due remains payable by the Customer.

30.5 Bank Transfers and Cryptocurrency

The Customer shall make each bank transfer or cryptocurrency payment using the payment details, asset, network, address and reference stated in the payment request for that payment. A payment sent with other details, in an asset or on a network not stated in that payment request, or to another address may not reach WAPI and may not be recoverable. WAPI is not responsible for, and is not obliged to trace or recover, any payment that WAPI has not received. Where WAPI receives a payment that does not match the payment request, including in amount or reference, WAPI may withhold crediting it until the Customer provides the information WAPI reasonably requires to identify it, and may then credit the amount received in accordance with Section 30.4 or otherwise deal with it as WAPI reasonably determines in accordance with Applicable Law. Refunds of bank transfers and cryptocurrency payments are governed by Section 33.

30.6 Authorization

By submitting a payment, the Customer represents that it is authorized to use the payment method concerned and authorizes WAPI and its payment processors to process the payment. Card details are held by WAPI's payment processor. The Customer shall keep its billing information accurate and current. A payment made by any person on the Customer's behalf is treated as a payment by the Customer, and the Customer remains responsible for any reversal, dispute or unauthorized use relating to it.

30.7 Verification and Refusal

WAPI may refuse, hold or cancel any payment or Order, and may treat a payment as not yet confirmed for the purposes of Section 30A, where WAPI reasonably suspects fraud, unauthorized use of a payment method or a breach of these Terms, including the export control and sanctions provisions of Section 4, or where there is a reasonable risk that accepting the payment would breach applicable export control or sanctions law. WAPI may request information reasonably needed to verify a payment or the identity of the payer. Any amount held under this Section 30.7, or received for an Order that WAPI cancels under it, shall be credited, returned or otherwise dealt with as WAPI reasonably determines in accordance with Applicable Law. To the extent permitted by Applicable Law, WAPI is not liable for any loss arising from a refusal, hold, cancellation or delay under this Section 30.7.

30.8 Taxes

Unless the checkout or the Order states otherwise, or applicable consumer protection law requires prices to be shown inclusive of Taxes, prices shown at checkout and in the price list are exclusive of Taxes, and any Taxes are added where shown. Taxes on AI usage deducted from the Account Balance, and all invoicing of Taxes, are governed by Section 31. The Customer shall pay all Taxes that WAPI charges in accordance with Section 31.6. If Applicable Law requires the Customer to withhold or deduct any Tax from a payment to WAPI, the Customer shall increase the payment so that WAPI receives the amount it would have received without the withholding or deduction.

30.9 Payment Obligations

Except as expressly provided in these Terms, including Section 33, or as required by Applicable Law, the Customer's obligation to pay the Fees for an Order cannot be cancelled once the Order is placed, and, except as provided in Section 32.8, the Customer shall pay all amounts due without set-off, counterclaim, deduction or withholding. To the extent permitted by Applicable Law, WAPI may set off any amount that the Customer owes WAPI against any amount that WAPI owes the Customer, including a refund.

Adding Money

You can add money by card, bank transfer or cryptocurrency where your dashboard offers them. Minimum and maximum amounts apply; if an amount is outside them, we tell you before you pay. Card payments are added once the payment is confirmed; bank transfers and cryptocurrency payments are added once we have confirmed receipt.

Card Processing Fee

When you pay by card, a card processing fee is added so that the full amount you chose reaches your balance. The fee is 2.9% of the total charged plus $0.30 if the country in your account details is the United States, and 4.4% of the total charged plus $0.30 for any other country. For example, adding $100.00 from an account outside the United States costs $104.92, of which $4.92 is the fee. The fee is shown before you pay and on your receipt, and it applies in the same way to automatic top-ups. The fee is not refunded, also when a top-up is refunded under Section 33, except where the law requires it (see Where the Law Gives You More in Section 33). We give at least 30 days' notice by email before we change it.

No Expiry

Your balance does not expire while your account is open.

Promotional Credit

We may add promotional credit, for example for a trial or as a goodwill gesture. Promotional credit has no cash value and cannot be refunded or transferred. It is used before the money you paid in, and usage it covers is not invoiced. We may remove promotional credit that was obtained in breach of these Terms or of the conditions of the offer.

Balance Below Zero

Your balance can fall below zero if a top-up is refunded or reversed after you have already used the credit it added. While your balance is below zero, the AI Services and other purchases paid from the balance stop until a top-up brings it above zero again. The amount below zero is owed to us, and your next top-up covers it first.

Payment Disputes

If a charge looks wrong, please contact us first at [email protected]; we can usually resolve it faster than a bank dispute, including with a refund where Section 33 allows one. If you dispute a top-up with your bank or card issuer, we may turn off automatic top-ups. If the dispute ends in your favor, the credit that top-up added is removed from your balance, or the matching share of it if only part of the charge is reversed, and your balance may fall below zero. If it ends in our favor, your balance does not change. Disputing a charge you authorized while keeping the benefit of it may lead to suspension under Section 40.

What You Authorize

By turning on automatic top-ups, you authorize WAPI Solutions LLC to charge the card you saved for them, without asking you each time, whenever the conditions below are met. The card is saved with our payment provider; we do not store the full card number.

When a Charge Is Made

When a deduction takes your balance below the threshold you set, we charge your card the reload amount you set plus the card processing fee (Section 30A) and add the reload amount to your balance. Any deduction can trigger this, including Caretta answers, reading your websites, add-ons and other purchases paid from your balance. If your balance is still below the threshold after a top-up, another may follow, within the limits below. Automatic top-ups are charged in US dollars.

Limits

There are never more than three automatic top-ups in one day, and automatic top-ups never charge your card more than the monthly limit you set in one calendar month, card processing fee included. Days and months are counted in Coordinated Universal Time (UTC). A top-up that would go over either limit is not made, and automatic top-ups continue when the limit resets.

Your Amounts

You choose the threshold, the reload amount and the monthly limit, within the ranges shown in your settings, and you can change them at any time. Changes apply from the moment you save them, and we confirm them by email.

Email After Every Charge

After every automatic top-up we email you a payment receipt showing the amount added, the card processing fee, the total charged and the card used.

Turning Them Off

You can turn automatic top-ups off at any time in your Caretta console, with the link in any automatic top-up email, or by writing to [email protected]. When you turn them off in your console or with the link, no automatic charge starts after that moment. A request by email takes effect when we process it, and we confirm it by email. Removing the saved card or closing your account also turns them off. A refund of a top-up turns them off as well, and so does a card dispute (Section 30A); you can turn them on again in your Caretta console. Turning them off does not change your balance.

Failed Charges

If an automatic charge is declined, or your bank asks for a confirmation that cannot be given without you, for example a 3D Secure check, no money is taken and we email you. We may try again later. After three failed attempts in a row, automatic top-ups turn off and we email you; you can turn them on again once your card is updated.

Banks That Limit Automatic Charges

Some card issuers restrict charges made without the cardholder present, or allow them only up to certain amounts, for example cards issued in India. If your issuer declines automatic charges, please add balance yourself.

Record of Your Consent

We keep a record of when and how you turned on automatic top-ups, and of the amounts and wording you accepted, and we email you a copy.

Changes to These Rules

We will tell you by email at least 30 days before we change the card processing fee or the rules in this Section, and you can turn automatic top-ups off before the change applies.

31.1 Payment Receipts

Each time the Customer adds money to the Account Balance, whether directly or through an automatic top-up under Section 30B, WAPI shall issue a payment receipt and send it to the Customer by email. A payment receipt confirms the payment, the card processing fee and the credit added to the Account Balance. A payment receipt is not a tax invoice.

31.2 Monthly Usage Invoice

In the first days of each month, WAPI shall issue one invoice for the Caretta and API usage deducted from the Account Balance during the previous calendar month (UTC), after refunds of usage and excluding usage covered by Promotional Credit. That invoice is the tax invoice for that usage. It is marked as paid, because the Account Balance has already covered that usage. No monthly usage invoice is issued for a month without such usage.

31.3 Other Invoices

Domains, Subscriptions (including add-ons) and other purchases are invoiced when the Customer buys or renews them, whether the Customer pays by card, bank transfer, cryptocurrency or from the Account Balance. Those purchases do not appear again on the monthly usage invoice.

31.4 Separate Numbering

Payment receipts and invoices are numbered in separate sequences, and the same money shall not be shown on more than one tax invoice. Documents issued before November 1, 2026 keep their original numbers and titles.

31.5 Availability of Documents

Payment receipts and invoices are sent to the email address registered to the Account and are available in the Customer's wapiso.com dashboard, which the Customer may also reach from the caretta.cloud console.

31.6 Taxes

WAPI does not charge Taxes when the Customer adds money to the Account Balance. Where WAPI is required to charge VAT, GST, sales tax or a similar tax on a Service, that tax is shown on the invoice for that Service, which for AI usage is the monthly usage invoice described in Section 31.2. Whether tax applies depends on the country stated in the Customer's Account details. The Customer is responsible for keeping those details accurate and for any tax that the Customer's own jurisdiction requires it to self-assess on cross-border purchases.

31.7 Business Details

A Customer that purchases as a business shall enter its company name, billing address and VAT or GST number in its profile. Those details appear on invoices issued after they are entered.

32.1 Due Dates

Fees are due at the time of the Order, unless the Order, a Scope Document or the invoice states a later due date, in which case they are due on that date. Renewals paid from the Account Balance are due on the renewal date.

32.2 Renewals Paid from the Account Balance

The renewal of a Subscription (including an add-on) paid from the Account Balance is subject to the grace period and suspension rules in Section 11.5.

Domain renewals are governed by Section 8 and not by this Section 32.2.

32.3 Other Overdue Amounts

If any other amount owed to WAPI is not paid when due, including an invoice for custom work, any amount by which the Account Balance is below zero under Section 30A and any payment for an Order other than a top-up of the Account Balance that is reversed through a payment dispute, WAPI may suspend all or part of the Services, including the AI Services, until all overdue amounts are paid. WAPI may pay any overdue invoice from the Account Balance once the balance is sufficient.

32.4 Reminders

WAPI may send payment reminders by email or through the dashboard. The absence or non-receipt of a reminder does not extend any due date or grace period.

32.5 Termination and Collection

If an overdue amount remains unpaid, WAPI may suspend or terminate the affected Service or the Account under Section 40, with or without prior notice as Section 40.2 provides. WAPI may pursue collection of any overdue amount, including through a collection agency or legal proceedings. The Customer shall reimburse WAPI's reasonable costs of collection, including reasonable attorneys' fees, to the extent permitted by Applicable Law.

32.6 Interest

Where Applicable Law permits, WAPI may charge interest on overdue amounts from the date on which the amount becomes overdue (for a renewal described in Section 32.2, the end of the grace period under Section 11.5) until the date of payment, at the lower of 1.5% per month and the maximum rate permitted by Applicable Law. WAPI shall not charge interest to a Consumer where applicable consumer protection law does not permit it.

32.7 Effect of Suspension or Termination

Suspension or termination for non-payment does not relieve the Customer of its obligation to pay any amount already due, and no refund or credit is due for any period of suspension. The handling of Content and data after termination is governed by Section 39 and Section 40.

32.8 Disputed Invoices

If the Customer disputes an invoice in good faith, the Customer shall notify WAPI in writing at [email protected] within 30 days after the invoice date, stating the reasons, and shall pay any undisputed portion when due. To the extent permitted by Applicable Law, an invoice that is not disputed within that period is deemed accepted. This Section 32.8 does not limit Section 30A or any right under applicable consumer protection law.

33.1 Refund Table

33.2 Top-Ups and Unused Balance

The Customer may request a refund of a card top-up within 2 days (48 hours) of paying for it, by writing to [email protected] or through the support chat. WAPI refunds only the paid credit from that top-up that the Customer has not used, and only to the card used for payment. The card processing fee is not refunded. Unused paid credit is attributed to the most recent top-ups first, whatever the payment method used for them, so only the part of it that remains attributed to the card top-up concerned can be refunded.

WAPI does not refund credit already used, Promotional Credit, top-ups by bank transfer or cryptocurrency, a card top-up for which the refund is requested more than 2 days after payment, or credit that an open card dispute concerning another top-up may still take back.

If the Customer closes the Account, the remaining Account Balance is not paid out or refunded. The Account Balance does not expire while the Account is open (Section 30A), so the Customer may use it before closing the Account.

When a top-up is refunded, the card receives exactly the credit that is removed from the Account Balance, and the card processing fee is retained. For example, if the Customer paid $104.92 to add $100.00 and requests a refund the next day without having used any of that credit, $100.00 is returned to the card and $100.00 is removed from the Account Balance; the $4.92 fee is not refunded. WAPI confirms each refund by email, and the receipt for that top-up is marked as refunded or partially refunded. A refund also turns automatic top-ups off (Section 30B); the Customer may turn them on again in the caretta.cloud console.

33.3 Top-Ups Paid Before These Terms Took Effect

The 2-day rule in Section 33.2 applies to top-ups paid on or after November 1, 2026. A top-up paid before that date may still be refunded as stated when it was paid: the unused paid credit from that top-up, if the Customer requests it within 30 days of the top-up, to the payment method used. The card processing fee is not refunded. If the Customer closes the Account before November 1, 2026, WAPI refunds its unused paid Account Balance on request in the same way.

33.4 Where the Law Gives You More

If a law that applies to the Customer gives a right to a refund that this Section 33 does not, WAPI shall honor that right. For example, where the Customer buys as a Consumer, applicable consumer protection law may give the Customer the right to withdraw from a top-up within 14 days of paying for it, without giving a reason, by notifying WAPI, for example by email. WAPI then refunds at least the unused credit from that top-up, to the payment method used, and more where that right requires it. WAPI's staff decide and record these exceptions; they do not change the rules in this Section 33 for any other refund.

33.5 Refund Processing

Refunds of purchases paid from the Account Balance, such as a website learning run that could not be completed or a domain registration that failed, are credited to the Account Balance. A refund of a card top-up is returned to the card used for payment and usually appears within 5 to 10 business days. If the card was charged in another currency, the Customer's bank converts the refund, so the amount in that currency may differ from the amount paid. Top-ups by bank transfer or cryptocurrency are not refunded through WAPI's systems; where the law or the rule for top-ups paid before November 1, 2026 requires such a refund, WAPI arranges it with the Customer directly.

34.1 Scope

The Customer shall not use the Services, and shall not permit any End User or other person to use the Services through the Account or a Site Token, for any purpose or in any manner described in this Section 34. This Section applies to all Services and is in addition to the service-specific rules in Section 16, Section 17, Section 22 and Section 28. The Customer is responsible for any use of the Services through its Account or its Site Tokens that breaches this Section, whether or not the Customer authorized that use, except to the extent that the use results from WAPI's breach of these Terms or from a default configuration that WAPI sets and the Customer has not changed.

34.2 Unlawful Content and Activity

The Customer shall not use the Services to create, store, transmit, publish or make available Content, or to carry out any activity, that:

• (a) violates Applicable Law or an order of a court or competent authority;
• (b) constitutes, depicts or promotes child sexual abuse material, or otherwise sexualizes minors;
• (c) promotes, supports or facilitates terrorism, violent extremism or serious violence;
• (d) offers, promotes or facilitates the sale of goods or services that are unlawful where offered, including controlled substances, weapons, stolen goods and counterfeit goods; or
• (e) breaches export control or sanctions laws, including by making the Services available to a person with whom such laws prohibit dealings (Section 4).

34.3 Security and System Integrity

The Customer shall not:

• (a) distribute malware, ransomware, spyware or other harmful code;
• (b) access or attempt to access any system, account, data or Content without authorization, including the Accounts, Content or Visitor Data of other customers;
• (c) probe, scan or test the vulnerability of the Services or of WAPI's systems, or breach or circumvent any security or authentication measure of the Services or of WAPI's systems, without WAPI's prior written permission;
• (d) launch or participate in denial-of-service attacks, or operate botnets or command-and-control infrastructure;
• (e) circumvent or manipulate metering, Fees, rate limits, per-site limits, usage limits or authorized-domain controls;
• (f) access the Services by automated means other than through the interfaces and credentials WAPI provides for that purpose, or scrape WAPI's websites, dashboards or the caretta.cloud console; or
• (g) use the Services in a manner that imposes an unreasonable load on WAPI's infrastructure or degrades the Services for other customers.

34.4 Messaging, Fraud and Deception

The Customer shall not:

• (a) send spam or other unsolicited bulk or commercial messages by email, SMS, messaging platforms or any other channel, or messages that do not comply with applicable anti-spam and electronic marketing law;
• (b) engage in phishing, pharming, social engineering, identity theft, or impersonation of any person or organization, including WAPI;
• (c) engage in financial fraud, deceptive or unfair commercial practices, or pyramid, Ponzi or similar schemes;
• (d) use a payment method without the authorization of its holder, test payment cards, or obtain Account Balance, Promotional Credit or Services by fraud; or
• (e) dispute or reverse a charge that the Customer authorized while keeping the benefit of it (Section 30A).

34.5 Rights and Safety of Others

The Customer shall not:

• (a) infringe or misappropriate any copyright, trademark, patent, trade secret, database right, right of publicity or other right of any person;
• (b) distribute pirated software or circumvent technical protection measures;
• (c) direct the AI Services to crawl, copy or learn from a website or material that the Customer does not own or is not authorized to use for that purpose;
• (d) collect, process or disclose Personal Data without a lawful basis, or in breach of applicable data protection law or the privacy rights of any person; or
• (e) harass, threaten, stalk, defame or intimidate any person, or publish Content that incites hatred, discrimination or violence against any person or group.

34.6 Misuse of the AI Services

The Customer shall not:

• (a) configure, prompt or instruct the AI Services to claim to be a human being, or otherwise to mislead End Users about the automated nature of the AI Services (Section 16);
• (b) attempt to extract WAPI's system instructions or model configuration, or the Content, prompts or Visitor Data of other customers, or manipulate the AI Services with injected instructions designed to bypass their safeguards;
• (c) use the AI Services to generate Content that this Section 34 prohibits;
• (d) use a Site Token on, or permit its use on, a domain other than the domains authorized for it in the dashboard, or use a Site Token issued to another customer; or
• (e) use the Services, AI Output or any data obtained from the Services to develop, train or benchmark a product or service that competes with the Services, except to the extent Applicable Law permits such use despite this restriction.

34.7 Domain Name Abuse

The Customer shall not register, renew, hold or use a domain name through the Domain Services:

• (a) for phishing, pharming, malware distribution, botnet command-and-control, spam, or fraudulent or deceptive practices;
• (b) in bad faith to take advantage of a trademark or other right of a third party;
• (c) with false, inaccurate or incomplete registrant information; or
• (d) in breach of the acceptable use or anti-abuse policies of the Registrar or of the relevant Registry.

34.8 Resale

The Customer shall not resell, sublicense, rent or provide the Services to third parties as a stand-alone service without WAPI's prior written consent. This Section 34.8 does not prevent the Customer from deploying the AI Services on websites and channels that the Customer operates, or is authorized to operate on behalf of its clients, provided that the Customer remains responsible for that deployment under these Terms. This Section 34.8 does not restrict any right that an open source license grants in a component of the Services, such as the WordPress plugin.

34.9 Determination by WAPI

WAPI may determine, acting reasonably and in good faith, whether Content or any use of the Services breaches this Section 34. A breach of this Section 34 is a material breach of these Terms.

35.1 No Duty to Monitor

WAPI has no obligation to monitor Content, AI Output, domain names or the Customer's use of the Services. WAPI may access and review them, including by automated means, to provide, support, maintain and secure the Services, including to provide support at the Customer's request and to create Aggregated Data, to investigate a suspected breach of these Terms or a complaint, to comply with Applicable Law, or to protect the Services, WAPI, other customers, End Users or third parties. For Personal Data that WAPI processes on the Customer's behalf, such review is subject to the DPA.

35.2 Measures WAPI May Take

If WAPI reasonably believes that the Customer, or any person using the Account or a Site Token, has breached Section 34 or any other provision of these Terms, or if WAPI receives a complaint or request that WAPI considers credible, WAPI may, with or without prior notice, take one or more of the following measures:

• (a) remove, disable or block access to Content, AI Output, knowledge base entries or answers;
• (b) revoke or suspend a Site Token, restrict the AI Services on one or more websites or channels, or block specific End Users, IP addresses, domains or traffic;
• (c) limit, throttle or suspend all or part of the Services or the Account under Section 40;
• (d) lock, suspend or place on hold a domain name, disable the DNS or other services associated with it, or take or support any action that the Registrar or a Registry requires or requests under its policies;
• (e) remove Promotional Credit obtained in breach of these Terms or of the conditions of the relevant offer;
• (f) terminate the Account or any Service under Section 40; and
• (g) refuse to open a new Account for the Customer, or for any person acting on its behalf, after terminating an Account for breach.

35.3 Choice of Measures

WAPI may choose the measures it considers proportionate to the breach or risk concerned, and may apply measures on a temporary basis while it investigates. A decision by WAPI not to take a measure, or to take a lesser measure, is not a waiver of its rights. To the extent Applicable Law permits, WAPI shall not be liable to the Customer for any measure taken in good faith and on reasonable grounds under this Section 35.

35.4 Response by the Customer

Where WAPI informs the Customer of a measure, the Customer may respond in writing to [email protected] with any information it considers relevant, and WAPI may reconsider the measure. A response does not suspend the measure unless WAPI decides otherwise. Nothing in this Section 35 limits any right of recourse that Applicable Law gives the Customer.

35.5 Reports by Third Parties

Any person may report suspected unlawful Content, infringement or domain name abuse connected with the Services to [email protected]. WAPI may require a report to identify the Content, domain name or activity concerned, state the reason for the report and give the reporter's contact details. Subject to Applicable Law, WAPI may act on, forward or decline a report at its discretion. WAPI may forward a report to the Customer, the Registrar or the relevant Registry, and may disclose the Customer's identity and contact details to the reporter where Applicable Law, legal process or the Registrar's policies require it.

35.6 Authorities and Disclosure

WAPI may report suspected unlawful activity, including child sexual abuse material, to law enforcement or other competent authorities, and shall do so where Applicable Law requires. WAPI may preserve and disclose Account information, Content, logs and other information where WAPI reasonably believes this is required by Applicable Law or legal process, or is necessary to protect the rights, property or safety of WAPI, its customers, End Users or others. WAPI may cooperate with the Registrar, Registries, payment providers and AI model providers in investigating abuse. For Personal Data that WAPI processes on the Customer's behalf, disclosure is subject to the DPA.

35.7 Fees, Account Balance and Costs

Measures under this Section 35 do not relieve the Customer of Fees incurred before or during them. WAPI is not required to refund Fees, prepaid amounts or Account Balance because of a measure taken under this Section 35, except where Section 33 or Section 40.6 provides a refund or Applicable Law requires one. WAPI may apply unused Account Balance against Fees that are due and against any negative Account Balance. To the extent Applicable Law permits, the Customer shall reimburse WAPI's reasonable costs of investigating and remedying a breach of Section 34, including reasonable legal fees and any charges imposed on WAPI by the Registrar, a Registry or a payment provider.

35.8 Other Remedies

WAPI's rights under this Section 35 are in addition to its other rights and remedies under these Terms and Applicable Law, including the right to claim damages and, to the extent Section 41 to Section 43 permit, to seek injunctive or other interim relief.

36.1 Services Provided As Is

Subject to Section 36.6, to the maximum extent permitted by Applicable Law, the Services, AI Output, software, documentation and all other materials provided by WAPI are provided "as is" and "as available", with all faults. WAPI disclaims all warranties, conditions and representations, whether express, implied or statutory, including any warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy or quiet enjoyment, and any warranty arising from a course of dealing or usage of trade. Apart from the rights that Section 36.6 preserves, the only exceptions are the warranty for custom work under Section 26 and any warranty in an Order signed by an authorized officer of WAPI that expressly states that it is a warranty.

36.2 No Warranty of Operation or Results

Without limiting Section 36.1, and except as Section 26 provides for custom work, WAPI does not warrant that:

• (a) the Services will be uninterrupted, timely, secure, free of errors or harmful components, or compatible with the Customer's systems, websites or third-party platforms;
• (b) defects will be corrected, or that any Content, Visitor Data or other data will be preserved without loss or corruption;
• (c) AI Output will be accurate, complete, current, lawful or suitable for any purpose, or that the AI Services will answer any particular question or answer it in any particular way;
• (d) any domain name will be available, or will be registered, renewed or transferred, or will be free of third-party claims or Registry action;
• (e) any website can be crawled or learned from, or that any integration with a Third-Party Service will continue to operate; or
• (f) the Services will achieve any commercial result, including sales, conversions, leads, search rankings or cost savings.

36.3 Descriptions Are Not Warranties

Descriptions of the Services and of how they work, including descriptions of features, security measures, encryption, data handling, performance, availability, uptime, response times, support periods and support levels, are provided for general information only. This applies wherever such a description appears, including in these Terms, the Privacy Policy, documentation, WAPI's websites and product pages, marketing materials, sales communications, statements made by WAPI's own assistant, and AI Output.

Such descriptions, including any statement of an uptime percentage, an uptime guarantee or a free technical support period, are not warranties, guarantees, conditions or service level commitments and do not bind WAPI, unless an Order signed by an authorized officer of WAPI expressly states that the statement is a warranty or a service level. This Section 36.3 does not affect an obligation that these Terms expressly impose on WAPI, WAPI's obligations under the DPA, or a warranty or support period that applies to custom work under Section 26. This Section 36.3 does not limit any right of a data subject, or any obligation of WAPI, under applicable data protection law or applicable consumer protection law.

36.4 Third-Party Services

The Services depend on Third-Party Services, including the Registrar, Registries, AI model providers, payment providers, hosting providers, messaging platforms and app stores. WAPI makes no warranty in respect of any Third-Party Service and is not responsible for its availability, performance, policies, prices, acts or omissions, including any change, suspension or discontinuation by its provider. The Customer's use of a Third-Party Service may be subject to that provider's own terms.

36.5 Trial, Beta and Free Features

Features and Services that WAPI identifies as trial, beta, preview or experimental, and features that WAPI provides without charge and that do not form part of a paid Service, are provided without any warranty, support or service commitment, may contain defects, and may be changed or withdrawn by WAPI at any time. Promotional Credit is governed by Section 30A, and this Section 36.5 does not permit WAPI to remove Promotional Credit other than as Section 30A provides.

36.6 Mandatory Law

If Applicable Law implies a warranty, condition or guarantee that Applicable Law does not permit to be excluded, it applies only to the minimum extent and for the minimum period that Applicable Law requires, and, where Applicable Law permits, WAPI's liability for its breach is limited to supplying the Services concerned again or paying the cost of having them supplied again. Nothing in this Section 36 affects the rights of a Consumer under the mandatory law of the Customer's country of residence.

37.1 Persons Protected

In this Section 37, references to WAPI include WAPI's Affiliates and the officers, directors, managers, members, employees, agents, licensors and suppliers of WAPI and of its Affiliates, each of whom may rely on this Section 37.

37.2 Excluded Losses

To the maximum extent permitted by Applicable Law, WAPI shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, strict liability or under any other theory, for any:

• (a) indirect, incidental, special, consequential, exemplary or punitive damages;
• (b) loss of profits, revenue, business, sales, contracts, goodwill, reputation or anticipated savings;
• (c) loss, corruption or unavailability of data, Content or Visitor Data, or the cost of restoring or recreating it;
• (d) loss of a domain name, including through expiry, deletion, transfer, a dispute, or an action of the Registrar or a Registry;
• (e) business interruption, or the cost of procuring substitute goods or services; or
• (f) loss caused by an act or omission of a Third-Party Service or an End User (other than loss to the extent caused by WAPI's breach of these Terms),

arising out of or relating to these Terms, any Order or the Services, whether the loss is direct or indirect, and even if WAPI was advised of the possibility of such loss.

37.3 Liability Cap

To the maximum extent permitted by Applicable Law, WAPI's total aggregate liability for all claims arising out of or relating to these Terms, any Order or the Services shall not exceed the greater of: (a) the Fees that the Customer paid to WAPI for the specific Service giving rise to the claim during the 12 months immediately before the first event giving rise to liability; and (b) US$100.

For this purpose, Fees paid include amounts deducted from the Account Balance for that Service, and exclude Promotional Credit, Taxes, card processing fees and amounts refunded or credited back to the Customer. The cap applies to all claims of the Customer and of anyone claiming through the Customer taken together, and the existence of more than one claim does not increase it.

37.4 Customer Backups

The Customer is responsible for keeping its own copies of the Content it supplies to the Services and of any other data it needs, to the extent it can obtain that data through the Services or under Section 39.6. The Services are not a backup or archiving service.

37.5 Allocation of Risk

The Fees reflect the allocation of risk in Section 36 and this Section 37. The exclusions and limits in this Section 37 apply even if a limited remedy fails of its essential purpose.

37.6 What This Section Does Not Limit

Nothing in these Terms limits or excludes: (a) the Customer's obligation to pay Fees, Taxes, a negative Account Balance or any other amount owed to WAPI; (b) the Customer's obligations under Section 38; (c) liability that Applicable Law does not permit to be limited or excluded, such as, where Applicable Law so provides, liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for willful misconduct or gross negligence; (d) WAPI's obligation to make a refund, or a credit to the Account Balance, that these Terms expressly provide; or (e) the rights of a Consumer under the mandatory law of the Customer's country of residence. Where Applicable Law permits a limitation of liability only to a certain extent, the exclusions and limits in this Section 37 apply to the fullest extent that Applicable Law permits.

38.1 The Customer's Indemnity

The Customer shall defend, indemnify and hold harmless WAPI, its Affiliates and the officers, directors, managers, members, employees, agents, licensors and suppliers of WAPI and of its Affiliates from and against any claim, demand, action, proceeding or investigation brought by a third party, including an End User, a regulator, a Registry, the Registrar or a payment network, and all resulting losses, damages, fines and penalties (to the extent Applicable Law permits them to be indemnified), settlements, costs and expenses, including reasonable legal fees, to the extent arising out of or relating to:

• (a) Content, including knowledge base material, instructions and configuration of the Services, and materials the Customer supplies for custom work;
• (b) the Customer's deployment of the Services on its websites and channels, including claims by End Users and claims relating to Visitor Data or other Personal Data that the Customer collects or instructs WAPI to process;
• (c) the use of AI Output by the Customer or its End Users, including statements that the AI Services make about the Customer's products, prices or services on the basis of the Customer's Content or configuration;
• (d) any domain name registered, renewed or held for the Customer, and its use, including trademark claims and administrative proceedings under Section 9;
• (e) any use of the Services through the Customer's Account or Site Tokens;
• (f) the Customer's breach of these Terms, an Order, a Scope Document or Applicable Law;
• (g) any infringement or misappropriation by the Customer of intellectual property or other rights of any person; or
• (h) any dispute between the Customer and its End Users, clients or the providers of third-party platforms it connects to the Services.

The Customer's obligations under this Section 38 do not apply to the extent that a claim results from WAPI's breach of these Terms or of Applicable Law, from WAPI's willful misconduct, or from a default configuration that WAPI sets and the Customer has not changed, and they are not limited by Section 37.

38.2 Notice

WAPI shall notify the Customer of a claim for which it seeks indemnity within a reasonable time after becoming aware of it. A failure or delay in giving notice relieves the Customer of its obligations under this Section 38 only to the extent that the Customer is materially prejudiced by it.

38.3 Conduct of the Defense

The Customer shall assume the defense of the claim promptly after notice, at its own cost, with counsel reasonably acceptable to WAPI. WAPI shall provide reasonable cooperation at the Customer's expense and may participate in the defense with counsel of its own choice at its own cost.

38.4 WAPI's Right to Take Over

WAPI may assume control of the defense, at the Customer's expense, if the Customer does not assume it promptly after notice, if the claim involves a conflict of interest between the Customer and WAPI, if the claim is brought by a regulator, a Registry or the Registrar or concerns a criminal matter, or if the claim seeks relief against WAPI other than the payment of money. The Customer remains liable under Section 38.1 if WAPI assumes control of the defense.

38.5 Settlement

The Customer shall not settle a claim without WAPI's prior written consent if the settlement imposes any obligation or restriction on WAPI, includes an admission of fault by WAPI, or does not fully and unconditionally release WAPI. WAPI shall not unreasonably withhold such consent.

38.6 Consumers

If the Customer is a Consumer, this Section 38 applies only to the extent permitted by the mandatory law of the Customer's country of residence.

39.1 Closure by Written Request

The Customer may close its Account, and thereby terminate these Terms, at any time by sending a written request to [email protected] from the email address registered to the Account. WAPI may require the Customer to verify its identity and authority before acting on the request. WAPI may decline to act on a request sent from any other email address, unless the Customer makes the request by another means that WAPI accepts after verifying the Customer's identity and authority.

39.2 When Closure Takes Effect

Closure takes effect when WAPI processes the request, which WAPI shall do within a reasonable period after receiving it and completing any verification under Section 39.1, or on a later date stated in the request. From that time the Customer's access to the Account, the dashboard and the caretta.cloud console ends, and WAPI may stop providing any or all Services, including Site Tokens and the AI Services, at or after that time without further notice. Subscriptions end at closure as Section 12.4 provides, and no Subscription Fees accrue after closure. Until WAPI stops a Service, any use of it through the Account or a Site Token, including answers given by the AI Services on a website from which the Customer has not removed the widget, remains subject to these Terms, and the resulting usage Fees are deducted from the Account Balance in the ordinary way. Access does not continue until the end of any billing period. Section 39.3 applies to domain names held in the Account. Automatic top-ups turn off as provided in Section 30B.

39.3 Before Closure and Domain Transfers

The Customer is responsible, before requesting closure, for:

• (a) using its Account Balance, or requesting any refund available under Section 33;
• (b) downloading the invoices, receipts and other records it needs from the dashboard;
• (c) removing the widget code, the WordPress plugin and any Site Token from its websites and channels; and
• (d) renewing, or transferring to another registrar, any domain name it wishes to keep.

WAPI is not obliged to renew domain names held in a closed Account, and such domain names may expire as described in Section 8. Whether or not the Account is closed, WAPI shall, upon written request by the registrant, provide the authorization code needed to transfer a domain name held in the Account to another registrar within the period that ICANN policy requires or, where no period is required, within a reasonable period. A request is treated as made by the registrant if it is sent from the email address registered to the Account or if WAPI has otherwise verified the requester's identity and authority as described in Section 39.1. WAPI may decline or delay a transfer only on a ground on which the Registrar's registration agreement, ICANN policy or the policy of the relevant Registry permits a transfer to be denied, including the restrictions in Section 7 and a lock, dispute or proceeding under Section 9.

39.4 Fees, Account Balance and Refunds

Closure does not entitle the Customer to a refund of Fees paid for a current Subscription period, except as Section 13 provides or Applicable Law requires. The remaining Account Balance is not paid out or refunded on closure, except as Section 33 or Section 44 provides. Promotional Credit lapses on closure. Closure does not release the Customer from Fees incurred before closure, from Taxes, from amounts under an Order or Scope Document that are due at closure or that relate to work performed or Services provided before closure, or from any negative Account Balance, all of which remain payable.

39.5 Ending Individual Services

The Customer may end an individual Service without closing the Account, including by cancelling a Subscription under Section 12 or by turning off automatic renewal of a domain name under Section 8.

39.6 Data Export After Termination

This Section 39.6 and Section 39.7 apply when the Account is closed under Section 39 or terminated by WAPI under Section 40; Section 12.5 applies when an individual Service ends. Upon written request sent from the email address registered to the Account within 30 days after the later of the date termination takes effect and, for a termination by WAPI, the date on which WAPI informs the Customer of it by any means described in Section 40.2, WAPI shall, within a reasonable period, make available an export of the Content and Visitor Data that WAPI holds for the closed or terminated Account and that is reasonably retrievable, in a commonly used electronic format that WAPI selects. WAPI is not required to create data or formats that do not exist or to restore data from backups.

WAPI may withhold or restrict an export to the extent that providing it would breach Applicable Law or the rights of others, or would return Content that breaches Section 34, except where applicable data protection law or the DPA requires WAPI to return Personal Data.

39.7 Deletion and Retention

After the period for requesting an export under Section 39.6 ends, or earlier if the Customer requests deletion in writing, WAPI shall delete or de-identify the Content and Visitor Data it holds for the closed or terminated Account within a reasonable period, except:

• (a) invoices, receipts, payment, tax and accounting records, and other records that WAPI is required or permitted to keep under Applicable Law, including the Account record needed to keep them;
• (b) information that WAPI reasonably needs to establish, exercise or defend legal claims, to enforce these Terms, to prevent fraud or abuse, or to comply with a legal hold or a request of a competent authority;
• (c) copies held in backups, until they are deleted or overwritten in the ordinary course of WAPI's backup cycle;
• (d) Aggregated Data; and
• (e) domain registration data held by the Registrar or a Registry, which is governed by their policies.

WAPI shall continue to protect information retained under this Section 39.7, other than Aggregated Data, in accordance with these Terms and the DPA for as long as it is retained. For Personal Data that WAPI processes on the Customer's behalf, the DPA governs its return and deletion and prevails over this Section 39 in case of conflict.

40.1 Grounds

To the extent Applicable Law permits, WAPI may suspend or terminate the Account, these Terms or any Service, in whole or in part, if WAPI reasonably determines that:

• (a) the Customer has breached these Terms, including Section 34, or an Order or Scope Document;
• (b) Fees or other amounts are overdue, as described in Section 32, or the Account Balance is below zero;
• (c) the Customer has disputed or reversed a charge that it authorized while keeping the benefit of it, or a payment connected with the Account appears fraudulent or unauthorized;
• (d) the Account, its credentials or a Site Token appears to be compromised, or suspension is reasonably necessary to address a security incident or a threat to the Services, other customers or End Users;
• (e) the Customer, or a person that owns or controls the Customer, is subject to sanctions, or the Customer's use of the Services would breach export control or sanctions laws (Section 4);
• (f) continuing to provide the Services would expose WAPI, its Affiliates, other customers, End Users or third parties to legal, regulatory or financial liability or to material harm;
• (g) suspension or termination is required by Applicable Law, a court or competent authority, the Registrar, a Registry, or a Third-Party Service on which the Service depends;
• (h) the Customer provided false, inaccurate or incomplete information when opening or maintaining the Account; or
• (i) the Customer becomes insolvent, enters into liquidation or a similar procedure, or ceases to carry on business.

40.2 Notice

WAPI may suspend or terminate under Section 40.1 with or without prior notice. Where WAPI considers that a breach can be remedied and that delay does not increase any risk, WAPI may give the Customer an opportunity to remedy it before terminating. WAPI may inform the Customer of a suspension or termination by email to the address registered to the Account, by a message in the dashboard, or by any other means of notice described in Section 47, unless informing the Customer would breach Applicable Law, prejudice an investigation or increase a risk described in Section 40.1.

40.3 Scope and Effect of Suspension

A suspension may apply to all or part of the Services, including the AI Services, individual websites, channels or Site Tokens, the Domain Services, or access to the Account, and may take effect for different Services at different times. Any Service that WAPI does not suspend continues to be provided under these Terms, and Fees for it, including usage of the AI Services deducted from the Account Balance, remain payable. Suspension does not suspend the Customer's obligation to pay Fees that fall due during the suspension.

WAPI is not obliged to renew domain names automatically while the Account is suspended. The Customer remains responsible for renewal under Section 8 and may request a renewal by writing to [email protected], which WAPI shall process upon payment, unless the suspension relates to that domain name or Applicable Law, sanctions, or the policies of the Registrar or the relevant Registry prevent the renewal. WAPI shall restore suspended Services within a reasonable period after WAPI is satisfied, acting reasonably, that the cause of the suspension has been remedied, unless WAPI terminates under this Section 40.

40.4 Inactive Accounts

WAPI may terminate an Account that has had no sign-in and no paid use of any Service for at least 12 consecutive months, by giving at least 30 days' notice by email to the address registered to the Account, provided that the Account has no unused paid Account Balance, no active Subscription and no domain name registered through it. Any other termination on grounds of inactivity is a termination for convenience under Section 40.5.

40.5 Termination for Convenience

WAPI may terminate the Account, these Terms or any Service for any reason by giving at least 30 days' notice by email to the address registered to the Account. Section 12.6 governs the discontinuation of a Subscription or add-on offering.

If WAPI terminates the Account under this Section 40.5, WAPI shall first credit to the Account Balance the Fees paid for the unexpired part of any prepaid Subscription period and then, notwithstanding Section 30A and Section 33, refund the unused paid Account Balance at the time of termination. The refund excludes Promotional Credit and any credit that an open payment dispute may still reverse, and WAPI may deduct from it any Fees and other amounts that are due from the Customer to WAPI at that time. The card processing fee under Section 30A is not refunded, except where Applicable Law requires it. WAPI shall make the refund to the payment method used where practicable, or otherwise by a method that WAPI reasonably determines, and where the refund is made other than to the card used, WAPI may deduct from it the charges that a bank, payment provider or network imposes for the transfer. Section 39.3 applies to domain names in the Account.

If WAPI terminates only an individual Service under this Section 40.5, WAPI shall credit the Fees paid for the unexpired part of any prepaid period of that Service, other than the registration period of a domain name, to the Account Balance, which remains available for other Services, and Section 39.3 applies to any domain name affected by the termination.

40.6 Effect of Termination

On termination of the Account under this Section 40, the Customer's right to access and use the Services ends; on termination of an individual Service, the Customer's right to use that Service ends. Section 39.4 applies to Fees, Account Balance and refunds, except that Section 40.5 applies to a termination for convenience. On termination under Section 40.1 on a ground that arises from the Customer's act or omission, including breach, non-payment, a disputed charge, false information, sanctions or insolvency, WAPI is not required to refund unused Account Balance or prepaid Fees, except as Section 33 provides or Applicable Law requires, and WAPI may apply unused Account Balance against Fees that are due and against any negative Account Balance. A termination of the Account under Section 40.1 on a ground that is not attributable to the Customer's act or omission, such as a requirement of a Third-Party Service or a legal or regulatory risk that the Customer did not cause, is treated as a termination under Section 40.5 for the purpose of the unused paid Account Balance, unless Applicable Law prohibits the payment. Section 39.3 applies to any domain name affected by a termination under this Section 40, and on termination of the Account, Section 39.6 and Section 39.7 apply to Content and Visitor Data. Termination does not affect rights and obligations accrued before it, and the provisions described in Section 47 survive termination.

41.1 Governing Law

These Terms, every Order and every Scope Document, and any dispute, claim or controversy arising out of or relating to them or to the Services, whether in contract, tort or otherwise, are governed by the laws of the State of Wyoming, without regard to any conflict of laws rule that would require the application of the laws of another jurisdiction. The Federal Arbitration Act governs Section 43.

41.2 Mandatory Consumer Protection

If the Customer is a Consumer, the choice of law in Section 41.1 does not deprive the Customer of the protection of provisions that may not be excluded or limited by agreement under the law of the Customer's country of residence. Those provisions prevail over any conflicting provision of these Terms to the extent of the conflict. This Section 41.2 does not apply to a Customer that is not a Consumer.

41.3 Data Protection Law

Nothing in this Section 41 limits the application of applicable data protection law to the processing of Personal Data, which is also governed by the DPA to the extent Section 47.3 provides.

41.4 Exclusion of the UN Sales Convention

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any Order.

41.5 Courts

Any dispute that is not resolved by arbitration under Section 43, including a dispute to which Section 43 does not apply or for which it is held unenforceable, shall be brought exclusively in the state or federal courts located in the State of Wyoming. Each party submits to the personal jurisdiction of those courts and waives any objection to venue in them, including any objection on the ground of inconvenient forum. This Section 41.5 does not:

• (a) prevent a Consumer from bringing proceedings in the courts of the Consumer's country of residence, or require a Consumer to be sued in any other court, where the mandatory law of that country gives the Consumer that right; or
• (b) limit Section 43.6 or Section 43.7.

41.6 Time Limit for Claims

To the extent permitted by Applicable Law, any claim by either party arising out of or relating to these Terms, any Order or the Services shall be commenced in arbitration or in court within one year after the claim accrued, failing which the claim is permanently barred. This Section 41.6 does not apply to claims by either party for payment of a liquidated amount owed under these Terms, including Fees, refunds and any negative Account Balance, or to claims under Section 38. The period in this Section 41.6 is subject to the tolling in Section 42.4 and Section 43.5 and to any longer period that Applicable Law requires and does not permit to be shortened by agreement.

41.7 Waiver of Jury Trial

To the extent permitted by Applicable Law, each party waives any right to a trial by jury in any proceeding arising out of or relating to these Terms, any Order or the Services that is heard in court.

42.1 Notice of Dispute

Before either party commences arbitration or court proceedings concerning any dispute, claim or controversy arising out of or relating to these Terms, any Order or the Services, that party shall send the other party a written notice of dispute. The Customer shall send its notice by email to [email protected] from the email address associated with the Account, or to WAPI's registered address stated in Section 48.3. WAPI shall send its notice to the email address associated with the Account.

42.2 Content of the Notice

A notice of dispute shall state:

• (a) the name of the Customer, the email address associated with the Account and, if the Customer is represented, the contact details of its representative;
• (b) the nature and factual basis of the dispute; and
• (c) the relief sought, including the amount claimed and how it is calculated.

Neither a message sent to [email protected] or through the support chat nor a payment dispute raised with a card issuer or bank is a notice of dispute under this Section 42.

42.3 Negotiation Period

For 30 days after receipt of a notice of dispute that complies with Section 42.2, the parties shall attempt in good faith to resolve the dispute. At the request of either party, the parties shall confer at least once by video conference or by exchange of written proposals. The parties may extend this period by written agreement, including by email. If the dispute is not resolved within this period, either party may proceed under Section 43 or, where Section 43 does not apply, under Section 41.5.

42.4 Tolling

All limitation periods and filing deadlines applicable to the dispute, including the period in Section 41.6, are tolled from the date on which a notice of dispute that complies with Section 42.2 is received until the end of the period in Section 42.3, as extended.

42.5 Condition Precedent

Compliance with this Section 42 is a condition precedent to commencing arbitration or court proceedings, and applies to each claimant individually. An arbitrator or court may stay or dismiss proceedings commenced without compliance until this Section 42 has been complied with. This Section 42 does not apply to proceedings described in Section 43.7.

42.6 Settlement Communications

To the extent permitted by Applicable Law, settlement offers and communications exchanged under this Section 42 are confidential, are not admissible as evidence of liability or of the amount of any claim, and shall not be disclosed to an arbitrator or court before it has determined the amount, if any, to which a party is entitled.

43.1 Agreement to Arbitrate

Except as provided in Section 43.6, Section 43.7 and Section 43.8, any dispute, claim or controversy arising out of or relating to these Terms, any Order, any Scope Document or the Services, including their formation, validity, interpretation, performance, breach or termination and the scope or arbitrability of this Section 43, that is not resolved under Section 42 shall be finally resolved by binding arbitration. A court, and not an arbitrator, shall decide any question concerning the validity, enforceability or application of Section 43.4 or Section 43.5. The Federal Arbitration Act governs the interpretation and enforcement of this Section 43.

43.2 Rules, Administration and Costs

The arbitration shall be administered by the American Arbitration Association under its Consumer Arbitration Rules where the Customer is a Consumer and those rules apply under the criteria of the American Arbitration Association, and otherwise under its Commercial Arbitration Rules, in each case as in effect when the demand for arbitration is filed, together with any supplementary rules the American Arbitration Association applies to multiple or mass case filings to the extent consistent with Section 43.5. If the American Arbitration Association is unable or declines to administer the arbitration, the parties shall agree on a substitute arbitral institution, failing which a court under Section 41.5 shall appoint one.

Filing, administrative and arbitrator fees are allocated as the applicable rules provide. Each party bears its own legal fees and costs, except as Section 32.5, Section 35.7 or Section 38 provides or as the arbitrator awards them under Applicable Law or the applicable rules, including where a claim or defense is frivolous or is brought for an improper purpose.

43.3 Seat, Language and Procedure

The arbitration shall be conducted in English before a single arbitrator. The seat of arbitration is Cheyenne, Wyoming. Hearings shall take place by video conference, unless the arbitrator determines that an in-person hearing is required or the applicable rules give the Customer a right to an in-person hearing in another place.

The arbitrator shall apply these Terms and the law determined under Section 41, may award only the relief that would be available to the party in an individual court action, and may award declaratory or injunctive relief only in favor of the individual party seeking it and only to the extent necessary to provide the relief warranted by that party's individual claim. Except as necessary to enforce an award or as required by Applicable Law, and unless the Customer is a Consumer, the parties shall keep the arbitration and any award confidential. Judgment on the award may be entered in any court of competent jurisdiction.

43.4 Individual Basis; Class and Representative Waiver

To the fullest extent permitted by Applicable Law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator shall not consolidate the claims of more than one person or preside over any form of class, collective or representative proceeding. Administration of demands in batches under Section 43.5 does not make any proceeding a class or consolidated proceeding, and each demand remains an individual claim.

If a court finally determines that this Section 43.4, or the limitation on relief in the second paragraph of Section 43.3, is unenforceable as to a particular claim or request for relief (including a request for public injunctive relief), that claim or request shall be severed from the arbitration, shall be brought only in a court under Section 41.5, and shall be stayed until the individual claims in arbitration have been decided. It shall not proceed in arbitration.

43.5 Mass Arbitration

If 25 or more demands for arbitration raising substantially similar claims are filed against WAPI, or by WAPI, by or with the assistance of the same or coordinated counsel or organizations within any period of 180 days:

• (a) the demands shall be administered in batches of no more than 25 demands each, and the parties shall request that the American Arbitration Association appoint one arbitrator for each batch, who shall issue a separate award for each demand;
• (b) filing and administrative fees shall be assessed per batch to the extent the applicable rules permit;
• (c) a demand that is not in a batch being administered is held in abeyance until its batch is administered, no fees are payable for it until then, and any limitation period applicable to it is tolled from the filing of the demand until then;
• (d) the parties shall cooperate in good faith on the order and timing of the batches, failing agreement on which the American Arbitration Association shall determine them; and
• (e) a court under Section 41.5 may resolve any disagreement about whether this Section 43.5 applies.

43.6 Small Claims

Either party may instead bring an individual claim in a small claims court of competent jurisdiction, provided the claim qualifies for, and remains in, that court and is pursued on an individual basis only. If a claim filed in arbitration qualifies for a small claims court, either party may elect, before an arbitrator is appointed, to have it heard in that court.

43.7 Exclusions

The following may be brought in any court of competent jurisdiction, outside arbitration and without first complying with Section 42:

• (a) a claim by either party for temporary, preliminary or permanent injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of its intellectual property rights or confidential information;
• (b) a claim by WAPI for injunctive or other equitable relief to protect the security or integrity of the Services or to stop a breach of Section 34;
• (c) a claim by WAPI to collect Fees or other amounts the Customer owes, including any negative Account Balance; and
• (d) proceedings under the Uniform Domain Name Dispute Resolution Policy or any other domain name dispute policy referred to in Section 9, which proceed under that policy.

If a court determines that paragraph (b) or (c) renders this Section 43 unenforceable against the Customer, that paragraph is severed and the claim it describes is subject to this Section 43, and the remainder of this Section 43 continues to apply.

43.8 Where Arbitration Does Not Apply

If the Customer is a Consumer and the mandatory law of the Customer's country of residence does not permit an agreement to arbitrate future disputes to be enforced against the Customer, Section 43.1, Section 43.2, Section 43.3 and Section 43.5 do not apply to that Customer's disputes, which shall be resolved by the courts determined under Section 41.5 or, where Section 43.6 applies, by a small claims court. In that case Section 43.4 continues to apply to proceedings in court to the extent permitted by Applicable Law. If Section 43.1 is held unenforceable in its entirety as to any dispute, that dispute shall be resolved by the courts determined under Section 41.5.

43.9 Amendments to This Section

An amendment to this Section 43 made under Section 44 does not apply to a dispute that arose, or of which either party gave notice under Section 42, before the amendment took effect. That dispute remains subject to the version of this Section 43 in effect when the notice was given.

44.1 Right to Amend

WAPI may amend these Terms from time to time. Each version is identified by its version number, its publication date and its effective date, as shown at the top of these Terms. Until an amended version takes effect, the version previously in effect continues to apply. WAPI may make earlier versions available on its website.

44.2 Notice of Amendments

WAPI shall give notice of an amendment by publishing the amended Terms on its website together with a prominent notice on its website that identifies the new version and its effective date. WAPI may, but is not required to, also notify the Customer by email to the email address associated with the Account or through the dashboard. Publication in accordance with this Section 44.2 constitutes notice to the Customer.

44.3 Material Amendments

An amendment that WAPI reasonably considers material, including an amendment that reduces the Customer's rights or increases the Customer's obligations, shall take effect no earlier than 30 days after its publication.

44.4 Amendments with Earlier Effect

Notwithstanding Section 44.3, an amendment may take effect on publication or on any later date stated in it where the amendment:

• (a) is required by Applicable Law, by a court or public authority, or by a policy of ICANN, a Registry or a Registrar;
• (b) addresses a risk to the security or integrity of the Services or a form of abuse of the Services;
• (c) concerns a new Service or feature and does not change the terms of Services already purchased; or
• (d) does not reduce the Customer's rights or increase the Customer's obligations.

44.5 Sections 30A and 30B

Where Section 30A or Section 30B requires notice by email before a change, WAPI shall give that notice as the relevant Section provides. Section 44.2 and Section 44.4 do not shorten or replace that notice.

44.6 Acceptance

By continuing to access or use the Services after an amendment takes effect, the Customer accepts the amended Terms. WAPI may also require the Customer to accept amended Terms expressly, including by click, as a condition of continued access to the Account or of placing a new Order. If the Customer declines to accept the amended Terms when WAPI requires express acceptance, the Customer may request closure of the Account under Section 39 within 30 days after the request for acceptance, and Section 44.7 applies to that closure as if it had been requested before the amendment took effect.

44.7 Objection and Closure

Subject to Section 41.2, if the Customer does not agree to an amendment, the Customer's sole and exclusive remedy is to stop using the Services and to request closure of the Account under Section 39 before the amendment takes effect or, where Section 44.6 applies, within the period stated there, together with the refund described in the second paragraph of this Section 44.7.

Notwithstanding the rule in Section 30A that the Account Balance cannot be exchanged for cash and the rules in Section 33 on the remaining balance at closure and on top-ups by bank transfer or cryptocurrency, if the Customer requests closure of the Account in writing under Section 39 before the effective date of an amendment and states in that request that it objects to the amendment, WAPI shall, upon the Customer's written request made in the closure request or within 30 days after it, refund, within a reasonable period, the unused paid Account Balance at the time of closure, excluding Promotional Credit and any credit that an open payment dispute may still reverse, and after deducting any amounts the Customer owes to WAPI. The refund is made to the payment method used where practicable and otherwise by another method WAPI reasonably determines, whatever the payment method used for the top-up. The card processing fee described in Section 30A is not refunded, except where the law requires it. To the extent permitted by Applicable Law, WAPI may deduct from a refund made by bank transfer or cryptocurrency the transfer charges imposed by third parties. This Section 44.7 applies only to the refund it describes and in addition to any refund available under Section 33.

45.1 Severability

If any provision of these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed. The remaining provisions continue in full force and effect. Section 43.4 governs the consequences of a determination that Section 43.4 or the limitation on relief in Section 43.3 is unenforceable.

45.2 No Waiver

A failure or delay by either party in exercising any right or remedy under these Terms does not waive that right or remedy, and a single or partial exercise of it does not preclude any further exercise. A waiver is effective only if made in writing by the waiving party, or in the case of WAPI by an authorized officer of WAPI, and applies only to the specific instance for which it is given.

45.3 Remedies

Except where these Terms expressly provide that a remedy is exclusive, the rights and remedies under these Terms are cumulative and are in addition to any rights and remedies available under Applicable Law.

46.1 Assignment by the Customer

The Customer shall not assign, transfer, delegate or sublicense these Terms, any Order, the Account or the Account Balance, or any right or obligation under them, whether voluntarily, by operation of law, by merger or change of control or otherwise, without WAPI's prior written consent. Any attempt to do so without that consent is void. This Section 46.1 does not restrict a transfer of a domain name made in accordance with Section 7.

46.2 Assignment by WAPI

WAPI may assign or transfer these Terms, any Order, or any of its rights or obligations under them, in whole or in part and without the Customer's consent, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or part of the business or assets to which these Terms relate, provided that the assignee assumes WAPI's obligations under what is assigned. WAPI may give notice of an assignment by email or by notice on its website.

46.3 Subcontractors

WAPI may use subcontractors, service providers and sub-processors to provide the Services. The engagement of sub-processors of Personal Data processed on behalf of the Customer is governed by the DPA. Subject to Section 36, Section 37 and Section 47.10, WAPI remains responsible under these Terms for the performance of its obligations by subcontractors it engages to perform them, but not for the acts or omissions of Registries, Registrars, payment processors, AI model providers or providers of Third-Party Services, except to the extent the DPA or applicable data protection law makes WAPI responsible for its sub-processors.

46.4 Successors

Subject to this Section 46, these Terms bind and benefit the parties and their respective successors and permitted assigns.

47.1 Entire Agreement

These Terms, the additional terms referred to in Section 1.5, each Order, each Scope Document, any written agreement signed under Section 47.5 and the DPA, which is incorporated into these Terms for the AI Services, constitute the entire agreement between WAPI and the Customer concerning the Services. They supersede all prior and contemporaneous proposals, understandings, representations and communications on that subject. To the extent permitted by Applicable Law, the Customer acknowledges that in entering into these Terms it has not relied on any statement, representation or promise that is not expressly set out in them. Nothing in this Section 47.1 limits liability for fraud.

Terms contained in a purchase order, supplier registration or other document of the Customer have no effect, even if WAPI accepts, acknowledges or signs that document, unless WAPI expressly agrees in writing to be bound by them.

47.2 Privacy Policy

Section 1.6 governs the status of the Privacy Policy.

47.3 Order of Precedence

If there is a conflict between the documents that form the agreement between WAPI and the Customer, the following order applies:

• (a) the DPA prevails in respect of the processing of Personal Data on behalf of the Customer;
• (b) an Order or Scope Document prevails in respect of the commercial terms of that Order, being its scope, price, schedule, acceptance criteria and any warranty period or support period it states; and
• (c) these Terms prevail in all other respects.

These Terms govern governing law, dispute resolution, disclaimers of warranties, limitation of liability and indemnities in all cases, including for claims arising under or in connection with the DPA, and notwithstanding any statement to the contrary in the DPA, an Order or a Scope Document, unless the Order or Scope Document is signed by an authorized officer of WAPI and expressly overrides a named Section of these Terms or, for a warranty or service level, expressly states that it is one as Section 36.1 and Section 36.3 provide. For Domain Services, the registration agreement of the Registrar and the policies of ICANN and the relevant Registry apply as Section 5 provides and prevail over these Terms to the extent those agreements and policies so require.

47.4 Statements Outside These Terms

Statements made on WAPI's websites, in marketing materials or documentation, by WAPI staff in support or sales communications, or by any AI assistant that WAPI operates on its own websites or channels, including statements about prices, features, availability, uptime or support, are provided for information only. To the extent permitted by Applicable Law, they do not constitute offers, do not form part of these Terms or of any Order, and do not amend these Terms, any price or any Order. The price and terms shown at checkout or in the Order, and these Terms, prevail. Section 36 applies to any such statement concerning performance, uptime or support, and Section 16.3 applies to statements of WAPI's own assistant. This Section 47.4 does not apply to a Scope Document or Order that WAPI has accepted, or to a description of work that WAPI has confirmed in writing under Section 24.2, each of which binds in accordance with its terms, Section 24.2 and Section 47.3, and does not affect a waiver given under Section 45.2.

47.5 Amendment Only in Writing

These Terms may be amended only under Section 44 or by a written agreement signed by an authorized officer of WAPI that expressly refers to the Section it amends.

47.6 No Third-Party Beneficiaries

These Terms confer no rights on any person other than WAPI and the Customer, including any End User, except that (a) the persons described in Section 37.1 may enforce Section 37, and the persons indemnified under Section 38.1 may enforce Section 38, in each case to the extent those Sections protect them, and (b) Section 18.5 applies to the operator of an app store. The consent of any such person is not required to amend or terminate these Terms.

47.7 Electronic Communications and Signatures

The Customer consents to receive agreements, receipts, invoices, notices and other communications from WAPI electronically. To the extent permitted by Applicable Law, electronic communications satisfy any legal requirement that a communication be in writing. Acceptance of these Terms, of an Order or of a Scope Document by clicking, ticking a box, or confirming in the dashboard or the caretta.cloud console constitutes the Customer's electronic signature and has the same effect as a handwritten signature. Section 1.8 applies to WAPI's records of acceptance. Unsubscribing from marketing or optional notifications does not affect notices WAPI gives under these Terms.

47.8 Notices

Unless these Terms direct a notice or request to another address, notices to WAPI under these Terms shall be sent by email to [email protected] or by courier or registered mail to WAPI's registered address stated in Section 48.3, and are effective on receipt. Requests, instructions and notices concerning the operation of the Services, including cancellation, closure, refund, registrant-change, authorization-code, export and deletion requests, notices under Section 3.7, defect and non-conformity notices and invoice disputes under Section 32.8, may be sent to [email protected] from the email address associated with the Account. Notices of breach and notices of dispute under Section 42 shall be sent only to [email protected] or to the registered address stated in Section 48.3, and a message sent to [email protected], through the support chat or through the dashboard is not such a notice.

WAPI may give notices to the Customer by email to the email address associated with the Account, through the dashboard or, for notices that concern Customers generally, by publication on its website. A notice from WAPI sent by email is deemed received when sent, unless WAPI receives a notification that it was not delivered. A notice or request to WAPI is received when it reaches the address to which these Terms direct it or, where no address is stated, the address in Section 48.1, Section 48.2 or Section 48.3. The Customer shall keep the email address associated with the Account current and is responsible for notices sent to it.

47.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship between them, and neither party has authority to bind the other.

47.10 Force Majeure

Neither party is liable for any failure or delay in performing its obligations under these Terms, other than obligations to pay money, to the extent caused by events beyond its reasonable control, including natural disasters, epidemics, fire, flood, war, terrorism, civil unrest, labor disputes, acts or orders of public authorities, sanctions, failures or outages of the internet, telecommunications, power or utilities, failures or outages of hosting providers, AI model providers, payment processors, Registries or Registrars, and denial-of-service or other attacks on systems against which the affected party has taken commercially reasonable measures. The affected party shall resume performance as soon as reasonably practicable after the event ends.

47.11 Feedback

If the Customer provides WAPI with suggestions, ideas, comments or other feedback about the Services, WAPI may use, disclose, modify and exploit that feedback for any purpose without restriction, attribution or compensation, and the Customer grants WAPI a worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable license to do so. Feedback is not confidential information of the Customer, and WAPI is not obliged to implement it. This Section 47.11 does not grant WAPI any right in the Customer's Content.

47.12 Publicity

Unless the Customer objects in writing to [email protected] or [email protected], WAPI may identify a Customer that is not a Consumer as a customer of WAPI, using its name and logo, on WAPI's websites and in its marketing materials. After receiving an objection, WAPI shall cease new uses of the Customer's name and logo within a reasonable period; it is not required to withdraw materials already published or distributed. WAPI shall not state that the Customer endorses WAPI without the Customer's consent.

47.13 Widget Branding

WAPI may display Caretta branding in the chat widget of the AI Services, except as Section 11.3 provides for the Hide Branding add-on. The Customer shall not remove, hide, obscure or alter that branding by any other means.

47.14 Interpretation

Section 2.2 governs the interpretation of these Terms.

47.15 Survival

Termination or expiry of these Terms or of any Order does not affect rights and obligations accrued before it. The following survive termination or expiry, together with any other provision that by its nature is intended to survive:

• (a) the Customer's obligations to pay Fees and other amounts owed, including any negative Account Balance;
• (b) provisions on intellectual property, restrictions on use, WAPI's rights in Aggregated Data under Section 17.8 and the license in feedback under Section 47.11;
• (c) Section 39.3 to Section 39.7 and other provisions on data export, retention and deletion after termination;
• (d) Section 35.7, Section 40.5, Section 40.6 and Section 44.7;
• (e) Section 36, Section 37 and Section 38;
• (f) Section 41, Section 42 and Section 43; and
• (g) Section 45, Section 46, Section 47 and Section 48.

48.1 Legal Notices

[email protected]

Notices of breach and notices of dispute under Section 42 shall be sent to this address or to the registered address in Section 48.3. Other notices under Section 47.8 may also be sent to this address.

48.2 Customer Support

[email protected]

This address receives support requests and the requests, instructions and notices that these Terms permit to be sent to it, including those described in Section 47.8, refund requests under Section 33 and requests to turn off automatic top-ups under Section 30B.

48.3 Registered Address

WAPI Solutions LLC, 30 N Gould St Ste R Sheridan, WY 82801, USA