THIS END USER LICENSE AGREEMENT ("EULA") CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU" AND "YOUR," AS THE CONTEXT REQUIRES) AND RETAIL SUCCESS, LLC ("RS", "WE", "US" OR "OUR," AS THE CONTEXT REQUIRES).
READ THIS EULA CAREFULLY BEFORE ACCESSING AND/OR USING THE WAYROO POINT OF SALE SOFTWARE APPLICATION AND RELATED DOCUMENTATION, IF ANY (COLLECTIVELY, "WAYROO") THAT IS MADE AVAILABLE TO REPRESENTATIVES OF MEMBERS OF YOUR INDUSTRY (THE MEMBER AUTHORIZING YOUR USE OF WAYROO, THE "VENDOR"). IF YOU ACCESS OR USE WAYROO, YOU ARE DEEMED TO HAVE UNCONDITIONALLY ACCEPTED, AND WILL BE BOUND BY, THIS EULA. THIS AGREEMENT REPRESENTS THE COMPLETE AGREEMENT BETWEEN RS AND YOU CONCERNING WAYROO AND SUPERSEDES ANY PRIOR OR CONCURRENT AGREEMENT, REPRESENTATION OR UNDERSTANDING BETWEEN THE PARTIES, UNLESS OTHERWISE AGREED IN WRITING.
Retail Success at 11230 College Boulevard, Overland Park, Kansas 66210, USA, is the licensor of Wayroo. You acknowledge and represent that you are an individual or entity who is authorized and approved by Vendor (a) to operate as a consultant, agent or other authorized representative of Vendor, and (b) to engage in the independent business of marketing, promoting and selling Vendor's products. When both clauses (a) and (b) are true, you are deemed a Vendor's "Authorized Representative" for purposes of this EULA.
Use of Wayroo provides you access to services provided by third parties, including credit card processing services and prepaid card services provided by a third-party vendor and such third parties are referred to in this EULA individually as a "Third Party" and collectively as "Third Parties." Wayroo and such Third-Party services are collectively referred to in this EULA as the "Proprietary Product Bundle." Your use of Wayroo requires use of all components of the Proprietary Product Bundle. You have entered, or may be required to enter, into separate agreements with Third Parties that provide or support their respective services included in the Proprietary Product Bundle. You agree that RS is not responsible for such Third-Party services or the functionality of your computer hardware, mobile device, software other than Wayroo, or your connectivity to the Internet. Wayroo may include sales tax functionality.
Consultant cost reimbursement is provided on Wayroo as a courtesy to Paparazzi consultants reselling products to end customers. In line with direct selling industry practices, Paparazzi has collected and remitted sales tax on their consultant's behalf at retail price. Wayroo does not adhere to sales tax marketplace facilitator laws due to this direct selling transaction flow. Any inquiries about sales tax compliance can be directed to info@wayroo.com.
You agree to our Privacy Policy, which explains how we collect and use data and Content that you provide to us and is incorporated into this EULA by this reference. You can access and read this Privacy Policy .
RS grants to you a limited, revocable, personal, royalty-free, non-assignable, non-transferable, non-sublicensable, and non-exclusive license (the "License") to access and use Wayroo, in the manner permitted by this EULA, solely in your operation of your independent business of marketing, promoting and selling Vendor's products and for no other purposes. No other rights or interests in Wayroo are granted, either express or implied, under this EULA. All right, title and interest to and in Wayroo (excluding content provided by users) is and will remain the exclusive property of RS and its licensors and service providers. Wayroo is protected by applicable law, both statutory and common law, including those related to patents, trade secrets, trademarks or any other recognized forms of common law or statutory proprietary protection. You are not authorized to network, timeshare, lease, distribute, disseminate or make available, in any manner, Wayroo to any third party. Licensee shall not be permitted to alter, modify or change, in any way; copy or reproduce; create derivative works of; or disassemble, reverse engineer, decompile or otherwise derive the source code of Wayroo. Nothing in this EULA grants you a right to use our name or any of our trademarks, logos, domain names or other distinctive brand features. Any feedback, comments or suggestions you provide regarding Wayroo is entirely voluntary and will become our exclusive property, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
RS may change, suspend or discontinue any aspect of Wayroo at any time, including the availability of any Wayroo feature or Content. RS may also impose limits on certain features and services or restrict (permanently or temporarily) Your access to all or part of Wayroo (including Third-Party services) without any notice or liability. We also retain the right to create limits on use and data or Content storage at our sole discretion at any time, with or without notice.
You must be an Authorized Representative and in good standing to use Wayroo. This determination is made solely by your Vendor. In addition, you may be required to enter into agreements with certain Third-Party providers in order to use Wayroo. If you choose to use Wayroo to run your business, your Vendor provided/or can provide the link to the online application.
Wayroo is a software application bundled with Third-Party services to help Authorized Representatives operate their retail business. In consideration of RS granting you access to, and use of, Wayroo, RS will receive fee revenue from Third Parties from your use of Wayroo. This fee revenue, together with your obligations under this EULA, serves as valid consideration for the granting of the limited non-exclusive license to you under this EULA.
The fee structure for Wayroo may consist of fees passed through to RS from Third Parties for their services you access while utilizing Wayroo. These fees were disclosed to you in your agreements with such Third Parties and may be subject to change at any time, without notice, according to the terms of those separate agreements. You agree that RS has no responsibility for such fees, disclosures or agreements.
You may not and will not permit any third party to, directly or indirectly:
We do not warrant that Wayroo will be compatible with your mobile device or carrier. Your use of Wayroo may be subject to, or affected by, your agreements with your mobile device manufacturer or your carrier.
Wayroo includes functionality for you to upload or provide photos, logos, products, promotions, advertisements and other materials or information (Your "Content"). You retain all rights to your Content, subject to the rights you granted to us in this EULA. You may modify or remove your Content, but you understand that your Content may remain and persist in historical, archived or cached copies and versions thereof available on or through Wayroo.
You will not upload or provide Content or otherwise post, transmit, distribute or disseminate through Wayroo any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (d) contains corrupted data or any other harmful, disruptive or destructive files; (e) advertises products or services competitive with RS or the Third-Party products and services, as we determine in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of Wayroo, or that may expose RS, our affiliates or customers, or any Third Party, to harm or liability of any nature.
Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice or explanation.
Wayroo is protected by copyright as a collective work and/or compilation, under U.S. copyright laws, international conventions and other copyright laws. All materials contained on or within Wayroo are protected by copyright, and are owned or controlled by RS or the party credited as the provider of such materials. You must abide by all additional copyright notices, information or restrictions associated with Wayroo. You may not download and make copies of the content and other downloadable items displayed on Wayroo for personal or commercial use that conflicts with this EULA, your Vendor's application and/or agreement, our Privacy Policy or applicable law. Copying or storing of any content is expressly prohibited without the prior written permission of RS or the copyright holder identified in such content's copyright notice. We respond to all claims we believe, in our discretion, to be valid that Content infringes the copyrights or trademarks of others, and our policy is to suspend or terminate the access privileges of those persons who infringe the copyrights and trademarks of others.
You may end your legal agreement with RS at any time by notifying us at support@wayroo.com and discontinuing your use of Wayroo; provided, however, that our rights under this EULA shall survive such termination.
We may revise, change, modify, add or remove any portion of this EULA from time to time, in our sole discretion, without notice. The EULA version posted at EULA will always be deemed to be the current version of this EULA that governs our relationship with you. By continuing to access or use Wayroo after those revisions become effective, you shall be bound by the revised EULA.
The laws of the State of Kansas, excluding its choice of law provisions, will govern this EULA and any dispute that arises from this EULA or your use of Wayroo. You must bring all such disputes solely in the federal or state courts located in Johnson County, Kansas, United States, and you consent to personal jurisdiction and waive any objection as to jurisdiction or venue. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA or to any sale or other transaction hereunder and the Uniform Computer Information Transaction Act ("UCITA") shall not apply to this EULA or any sale or transaction under this EULA.
If any provision of this EULA is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this EULA will remain in full force and effect. Our failure to enforce any right or provision of this EULA will not be deemed to be a waiver of such right or provision. Our rights and remedies under this EULA are cumulative and shall not be deemed exclusive of any other rights or remedies provided by law.
This EULA shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
You bear full responsibility for compliance with all applicable laws in connection with access and use of Wayroo. If any personal information is collected by you while accessing and using Wayroo, you shall comply with all applicable data privacy laws and bear all liability with respect to the collection, storage and use of personal information and data online.
In connection with a U.S. Government Licensee, Wayroo qualifies as a "commercial items" as defined at Federal Acquisition Regulation ("FAR") 48 CFR 2.101, consisting of "commercial computer software" and "commercial computer documentation" as such items are used in FAR 12.212, Consistent with FAR 12.212 and DoD Far Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this EULA may be incorporated. U.S. Government Licensee will acquire Wayroo and associated documentation with only those rights set forth in this EULA. Further, any U.S. Government access and use of Wayroo constitutes the U. S. Government's acknowledgement that Wayroo is "commercial computer software" and "commercial computer software documentation". As applicable and so marked with respect to Wayroo and associated documentation, the U.S. Government shall acquire Wayroo and related documentation with at least applicable Limited Rights and Restricted Rights as defined under the relevant and applicable FARs and DFARs.
Contact us at info@wayroo.com if you have any questions about this EULA.YOUR ACCESS TO, AND USE OF, WAYROO OR ANY CONTENT THEREON ARE AT YOUR OWN RISK. WAYROO (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH WAYROO) IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, RS DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, REGARDING WAYROO, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, RESPONSIBILITY AND LIABILITY FOR YOUR USE OF WAYROO, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO: (i) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF WAYROO OR ANY CONTENT, OR ANY ERRORS THEREIN; (ii) ANY HARM TO YOUR COMPUTER SYSTEM OR DEVICE, LOSS OF DATA OR CONTENT, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO, OR USE OF, WAYROO; (iii) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, ANY TRANSACTIONS, PAYMENTS, DATA OR CONTENT THROUGH WAYROO; (iv) ANY PRODUCTS OR SERVICES OF, OR HYPERTEXT LINKS TO, THIRD PARTIES; (v) CONTENT, MATERIAL AND INFORMATION OF THIRD PARTIES ACCESSED THROUGH LINKS FROM WAYROO; (vi) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OR SENSITIVE INFORMATION THROUGH WAYROO OR ANY LINKED SITE; OR (vii) THAT (i) THE FUNCTIONS CONTAINED IN WAYROO OR ANY RELATED MATERIALS OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; (ii) DEFECTS WILL BE CORRECTED; OR (iii) THAT WAYROO OR THE SERVER(S) ON WHICH WAYROO IS MADE AVAILABLE OR CONTENT IS STORED ARE, OR WILL BE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RS OR ITS AFFILIATES OR THROUGH WAYROO, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE IN THIS EULA.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY UNREALIZED SAVINGS, LOSS OF DATA, CONTENT, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE WAYROO; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON WAYROO, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM WAYROO; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RS EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID RS, IF ANY, IN THE PAST SIX MONTHS FOR YOUR USE OF WAYROO. THE LIMITATIONS OF THIS SECTION 14 SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT RS HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH IN THIS EULA IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS RS'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
IF WAYROO, OR ANY PART THEREOF, IS, OR IN RS'S OPINION MAY BECOME, THE SUBJECT OF ANY CLAIM, SUIT OR PROCEEDING FOR INFRINGEMENT OF ANY U.S. PATENT, COPYRIGHT OR TRADEMARK, OR IF ADJUDICATED, A NON-APPEALABLE JUDGMENT INDICATES THAT WAYROO, OR ANY PART THEREOF, INFRINGES ANY U.S. PATENT, COPYRIGHT OR TRADEMARK, OR IF THE ACCESS OR USE OF WAYROO, OR ANY PART THEREOF, IS ENJOINED, THEN RS MAY, AT ITS OPTION AND EXPENSE EITHER (I) PROCURE FOR YOU THE RIGHT UNDER SUCH PATENT, COPYRIGHT OR TRADEMARK TO ACCESS OR USE WAYROO; (II) REPLACE WAYROO WITH OTHER COMPARABLE PRODUCTS OR SERVICES; (III) MODIFY WAYROO TO OPERATE SUBSTANTIALLY THE SAME AS BEFORE BUT IN A NON-INFRINGING MANNER, OR (IV) TERMINATE THIS EULA WITHOUT LIABILITY TO YOU. RS SHALL NOT BE LIABLE FOR ANY COSTS OR EXPENSES INCURRED BY YOU WITHOUT ITS PRIOR WRITTEN AUTHORIZATION. RS DISCLAIMS ALL LIABILITY FOR (A) TRADEMARK INFRINGEMENTS INVOLVING ANY MARKING OR BRANDING BY YOU OR YOUR VENDOR OR ANY OTHER THIRD PARTY THAT CAUSES THE CLAIM; OR (C) INFRINGEMENTS INVOLVING THE USE OF WAYROO IN COMBINATION WITH THIRD-PARTY PRODUCTS. THIS SECTION 14 STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF RS REGARDING ANY CLAIM OF INFRINGEMENT AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS OR TRADEMARKS IN CONNECTION WITH WAYROO.
Your use of Wayroo signifies your agreement to the terms and conditions of this EULA, including, without limitation, those set forth below in this Section 15.