Services Agreement (Self-Serve)

Effective as of July 9, 2025 | WellSaid Services Agreement (Self-Serve)
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Please read this Agreement carefully as it affects your legal rights. By creating or administering a WellSaid account and accessing or using our Services, you agree to be bound by the Agreement, along with the Data Processing Agreement (if and to the extent applicable to you) and our Acceptable Use Policy, and all of attachments hereto or other terms that link to the Agreement, all of which are incorporated into and form a part of the Agreement. The Agreement is effective on the earlier of when you click to accept the Agreement and your first use of the Services (the “Effective Date”).
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Important notice for Customers using the Services for a trial period or for personal or household purposes: this Agreement contains provisions requiring that you agree to the use of arbitration to resolve any disputes arising under the Agreement rather than a jury trial or any other court proceedings, and to waive your participation in class action of any kind against WellSaid.
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  1. Definitions.
    1. “Acceptable Use Policy” or “AUP” means the then-current acceptable use policy for the Services located at: https://www.wellsaid.io/aup.
    2. “Authorized User” has the definition given such term in Section 3.1hereof.
    3. “BAA” means a business associate agreement signed by the parties that covers the handling of PHI.
    4. “Customer Account” means the account Customer uses to access the Services.
    5. “Customer Data” means Input and Output.
    6. Data Processing Agreement” or “DPA” means our Data Processing Agreement located at https://www.wellsaid.io/dpa.
    7. “Data Protection Laws” has the definition given such term in the Data Protection Addendum.
    8. “Documentation” means any tangible user operating guides that WellSaid makes available to Customer by WellSaid, including via the Website, as the same may be updated from time to time.
    9. “Input” means any and all instructions, text descriptions, and other content provided by Customer to the Services in order to generate an Output.
    10. “Order Form” mean an ordering document for the Services, including an online registration page.
    11. “Output” means any and all content generated by the Services based on Input. For clarity, Output does not include WellSaid’s artificial intelligence voice models or other artificial intelligence models used by WellSaid as part of the Services.
    12. “Personal Data” has the definition given such term in the Data Processing Agreement.
    13. “PHI” or “Protected Health Information” has the meaning given such erm in the BAA.
    14. “Plan” has the meaning given such term in Section 9.1.
    15. “Services” means WellSaid’s text to speech services using WellSaid’s proprietary and any related services included in your Plan.
    16. “WellSaid API” means the application programming interface provided by WellSaid that is included as a feature of the Services in certain Plans, and which facilitates the creation of Output on consumer-facing digital experiences.
  2. Eligibility
    1. You may use the Services only if you can form a binding contract with WellSaid, and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement. The Services are not available to Customers previously removed from the Services by WellSaid. By registering for a Customer Account, you represent and warrant that (A) you are at least 18 years of age, (B) you will use the Services in accordance with the Agreement and all applicable local, state, national and international laws, rules and regulations, and (C) if registering on behalf of a company, organization or other entity, you are an authorized representative of the entity and have the authority to bind such entity to this Agreement.
  3. Services.
    1. License to Services. Subject to the terms and conditions of this Agreement and the payment of all relevant fees, WellSaid grants to Customer a non-exclusive, limited, revocable, nontransferable, non-sublicensable license during the Term to use the Services in accordance with this Agreement and all relevant Documentation.
    2. WellSaid API. If you have purchased a subscription to use the WellSaid API, the following additional use and use restrictions shall apply:
      • You must register and receive a valid suit of authorization consumer keys (the “API Keys”) and may not use more than one set of API Keys unless WellSaid expressly permits such use in writing;
      • All queries sent to the WellSaid API must reference valid login credentials;
      • You may not use the WellSaid API on behalf of a third party; and
      • You may not remove tracking parameters from any WellSaid API calls, such as Google Analytics tracking tags.
    3. Use and Use Restrictions. Customer will only use the Services for its legitimate purposes in accordance with this Agreement, including the AUP. Customer’s use of the Services will at all times comply with all applicable laws. Customer will not: (i) use, copy, modify or otherwise prepare derivative works of the Services, or any portion thereof, unless expressly authorized in this Agreement; (ii) use the Services to develop any product or artificial intelligence model that competes with the Services (iii) reverse engineer, disassemble, alter or decompile the Services, or otherwise attempt to derive or modify the source code of, or any processes, techniques, methods, specifications, protocols, algorithms, interfaces, data structures, or other information embodied or used in the Services; (iv) sell, resell, sublicense, transfer, or distribute any or all of the Services; (v) use the Services to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (vi) use the Services, or allow the transfer, transmission, export, or re-export of the Services or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency; (vii) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Services or any other materials provided by WellSaid and (viii) use the Services or any Output in violation of the AUP.
    4. Suspension of Services. If WellSaid becomes aware that Customer's use of the Services violates any part of Section 3.3, WellSaid will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of WellSaid's request, then WellSaid may suspend all or part of Customer's use of the Services until the violation is corrected and Customer will not be relieved of its payment obligations during such suspension. In addition to its other rights of suspension, WellSaid may also suspend all or part of Customer's use of the Services without prior notice if (a) WellSaid reasonably believes suspension is needed to protect the Services, WellSaid’s infrastructure supporting the Services, or any other customer of the Services (or its authorized users); (b) there is suspected unauthorized third-party access to the Services; or (c) WellSaid reasonably believes that immediate suspension is required to comply with any applicable law. WellSaid will lift any such suspension when the circumstances giving rise to the suspension have been resolved. At Customer's request, WellSaid will, unless prohibited by applicable law, notify Customer of the basis for the suspension as soon as is reasonably possible.
    5. Content Moderation; Abuse Detection. WellSaid has no obligation to review all Customer Data and disclaims all liability related to Customer Data. Although WellSaid has no obligation to review, screen or edit Customer Data, WellSaid reserves the right to do so and to investigate any potential violation of the AUP by Customer. WellSaid may use both human review uses and automated tools to detect abuse. If potential abuse or violations of this Agreement are detected, WellSaid may log Customer Inputs and Outputs solely for the purpose of reviewing and determining whether a violation has occurred. Customer shall cooperate with WellSaid to provide information requested by WellSaid to determine if a violation has occurred, including, if necessary, in WellSaid’s reasonable discretion, the identity of a Customer’s end user(s).
    6. Updates to Services. WellSaid may make changes to the Services from time to time, including by adding or removing features, increasing or decreasing capacity limits, offering new services or discontinuing certain services. Except to the extent that you have prepaid for certain Services, we will not be liable for any change to or any discontinuation of the Services or your access to them.
    7. Beta Services. From time to time, WellSaid may make available services or functionality to you that are not generally made available to our customers and/or are designated as alpha, beta, pilot, preview, or similar designation (“Beta Services”). The purpose of Beta Services testing is to evaluate the functionality, performance, and usability of the Beta Services. By accessing or using the Beta Services, you understand, acknowledge and agree that the Beta Services (a) are not a final product and may contain defects, bugs, and other issues; and (b) are being provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty or indemnity of any kind, and may be modified or discontinued in our sole discretion. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES. Additionally, we are not obligated to provide any maintenance, technical or other support for the Beta Services.
  4. Authorized Users; Customer Account.
    1. Authorized Users. Customer may authorize certain of its employees, subcontractors, and other agents to access and use the Services on behalf of Customer (collectively, the “Authorized Users”) in accordance with the terms herein, provided that Customer shall remain fully responsible for all such use and access by the Authorized Users, including, without limitation, the Authorized Users’ compliance with the scope of the license granted to Customer hereunder, the use and use restrictions (including the AUP), and Customer’s confidentiality obligations under this Agreement.
    2. Accounts. Customer will ensure that Authorized Users only use the Services through the Customer Account. Customer will not allow any Authorized User to share the Customer Account with any other person. Customer is responsible for maintaining the security of and access to its passwords and files and is responsible for all uses of the Services with or without its knowledge or consent. Customer will not disclose passwords, certificates, authorizations, or other access controls to anyone other than Administrative Users, and Customer will use reasonable efforts to prevent unauthorized access to the foregoing. Customer will notify WellSaid immediately of any actual or suspected unauthorized use of the Services. WellSaid reserves the right to suspend, deactivate, or replace the Customer Account if it determines that the Customer Account may have been used for an unauthorized purpose. To the maximum extent allowed by law, WellSaid is not liable for any losses caused by unauthorized use of Customer Accounts.
  5. Customer Obligations.
    1. Compliance. Customer will (a) ensure that Customer’s (including its Authorized Users) use of the Services complies with this Agreement, and (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services.
    2. Input and Output. Customer is responsible for all Input it submits to the Services and all Output it creates. By submitting Input to the Services, Customer represents and warrants that it has all rights, licenses, and permissions that are necessary for WellSaid to process the Input under this Agreement. Customer also represents and warrants that the Input it submits and the Output it creates will not violate this Agreement, the Acceptable Use Policy, or any laws or regulations applicable to the Input and/or the Output. As between WellSaid and Customer, and to the extent permitted by applicable law, Customer retains any right, title, and interest that you have in the Input you submit. Subject to your compliance with this Agreement, we assign to you all of our right, title, and interest, if any, in Outputs.
    3. Voice Cloning. As part of the Services, WellSaid may make available a feature that permits you to upload audio recordings of a voice to create an AI model (the “Custom Voice Model”) trained on a recording of a voice you are authorized to share with us as input (a “Voice Recording”) that will produce Output in the form of an AI-generated voice that sounds like the voice in the Voice Recording. By submitting a Voice Recording to the Services, you represent and warrant that such Voice Recording only contain voices (including yours) from individuals that have given you their express written consent for WellSaid to use and store their voices and the Voice Recordings to:
      • train the Custom Voice Model (which, for clarity, WellSaid will not share with other customers);
      • create synthetic audio sounding voices like such individuals’ voices solely to provide as Output to you; and
      • to provide the Services to you including for quality assurance and safety purposes.
    4. Customer further represents and warrants that it will (i) use the Customer Voice Model and Output from such model in a way consistent with any further restrictions and obligations you may have to any third-party whose voice is included in the Voice Recordings and (ii) not provide any Voice Recordings for which it has not obtained the express written consent outlined above.
    5. Privacy. Customer is responsible for all consents and notices required to permit (a) Customer's use and receipt of the Services and (b) WellSaid’s accessing, storing, and processing of data provided by Customer (including Customer Data) under this Agreement.
  6. Data; Data Privacy.
    1. Customer Data. For business entities or individuals using the Services for business purposes, WellSaid will process any Personal Data contained in the Customer Data in accordance with the Data Processing Agreement and process any PHI contained in the Customer Data in accordance with the BAA. If you are an individual using the Services for personal or household purposes, then our Privacy Policy applies. WellSaid has implemented and will maintain technical, organizational, and physical measures to protect Customer Data, as further described in the Data Processing Agreement and the BAA as applicable. For clarity WellSaid will not use Customer Data to train its or any third party’s AI models.
    2. Usage Data. WellSaid may collect data while providing the Services to you, such as account information and settings, billing history, usage details, operational status, authentication details, quality and performance metrics, and other technical details necessary for WellSaid to operate and maintain the Services (“Usage Data”). Customer acknowledges that WellSaid uses the Usage Data for business purposes related to the ongoing operation, development and improvement of the Services. WellSaid will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Authorized Users or any other person and (b) aggregated with data across other customers.
  7. Third-Party Services.
    1. The Services may contain links to or integrations with third-party websites, platforms, applications, or services (collectively, “Third-Party Services”) that are subject to different terms and privacy practices. Customer’s use of and interactions with Third-Party Services are governed by the third party’s terms and not by this Agreement.
    2. WellSaid does not own or control Third-Party Services and is not responsible or liable for any aspect of such Third-Party Services, including but not limited to any harm or damages related to any interactions or transactions Customer may have with Third-Party Services (such as any information, content, or materials provided by Third-Party Services).
  8. Intellectual Property.
    1. Services. The Services, including the text, graphics, images and other content contained therein, and all intellectual property rights therein and thereto, are owned by WellSaid or our licensors. Except as explicitly stated in this Agreement, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors.
    2. Customer Data. As between WellSaid and Customer, Customer owns all intellectual property rights in and to its Customer Data. Customer hereby grants WellSaid a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), the Customer Data as necessary to provide the Services to you (including to use the trust and safety features therein).
    3. Feedback. Customer may from time to time provide suggestions, comments or other feedback to WellSaid, including suggestions for product or service offerings, changes, improvements or new functionality or capabilities (“Feedback”). Feedback is entirely voluntary and WellSaid is not required to treat Feedback as Confidential Information of Customer and will be free to use Feedback and ideas generated from Feedback for the improvement of the Services and for WellSaid’s future product development and otherwise without restriction, attribution, or compensation to Customer. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer hereby grants WellSaid an irrevocable, nonexclusive, perpetual, royalty-free license to use the Feedback in connection with WellSaid’s business, including the enhancement of the Services.
  9. Subscriptions; Payment.
    1. Subscription Plans. We may offer one or more subscription plans, each with different available features, functionalities or length of subscription (each, a “Plan”). The fees for each Plan are as set forth on our Website. We reserve the right to change our available Plans, or the fees for a Plan, at any time provided that such changes will only apply on a go-forward basis to any renewal of your subscription. We will charge your credit card as of the date you enroll in the Plan for the monthly amount associated with the Plan. Any use of the Services in excess of the usage limits set forth in a Plan will be billed in arrears.
    2. Recurring Billing. By enrolling in one of our automatically renewing Plans, you authorize us and/or our third-party payment processor to charge your credit card at the beginning of your subscription term, and on a recurring basis, for the applicable charge and any and all taxes or possible transaction fees, and any other charges incurred in connection with your subscription. Your credit card will automatically be charged the applicable charge on the applicable renewal processing date unless you cancel before that date. Your Plan will continue for the period of time of the subscription period that you selected and will automatically renew until terminated. You must cancel your Plan before it renews in order to avoid billing of the subscription fees for the next billing cycle. We may receive updated credit card information (new credit card number or updated expiration date) from your credit card issuer. We may use these new details to help prevent any interruption to your subscription. If you would like to use a different payment method or if there is a change in payment method, please visit the settings area of your account to update your billing information. If any subscription fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your access to the Services or cancel your subscription. You will be responsible for paying all past due amounts. Some credit card issuers may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your credit card. Check with your credit card provider for details. If your credit card cannot be processed for some reason, we may contact you via auto-generated email, text, or phone if you are opted-in to receive such forms of communication.
    3. Cancellation. When you cancel a subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current subscription period. In order to avoid future charges, you must cancel your subscription at least 24 hours prior to the end of your current subscription period. To cancel, please use the cancellation functions in your Customer Account or contact us at support@wellsaidlabs.com. If you cancel, your right to use the Services under your Plan will continue until the end of your then-current subscription period (unless we provide you with a refund or otherwise allow you to use the unused portion towards another service or subscription) and will then terminate without further charges).
    4. Free Trials & Promotions. We may offer promotional trial subscriptions for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the applicable portion of the Service are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable additional terms. You may cancel your subscription during your promotional period to avoid being charged the full applicable subscription fee using the procedures described in the “Cancellation” section above.‍
    5. No Refunds. EXCEPT AS OTHERWISE STATED HEREIN OR REQUIRED BY APPLICABLE LAW, YOUR PAYMENT IS NONREFUNDABLE. If you cancel your subscription, you will not receive any refund and you will continue to have access to your Plan through the end of the subscription period. We reserve the right to issue refunds, credits, or discounts at our sole discretion. If we issue a refund, credit, or discount, we are under no obligation to issue the same or similar refund in the future and we may terminate your Plan and access to the Services.
  10. Representations and Warranties; Disclaimers.
    1. Mutual Representations and Warranties. Each party represents, warrants, and covenants that: (i) it has full power and all necessary rights to enter into this Agreement; (ii) it will carry out its obligations under this Agreement in compliance with applicable laws; and (iii) its performance of this Agreement and, in the case of Customer, its use of the Services will not violate or conflict with any agreement to which it is a party.
    2. Limited WellSaid Warranty. WellSaid warrants that the Services will substantially comply with any applicable Documentation. In the event of a breach of the foregoing warranty, Customer’s exclusive remedy, and WellSaid’s sole obligation, will be to use commercially reasonable efforts to provide an error-correction or work-around that corrects the non-conformity within a reasonable time after such nonconformity is identified and reported by Customer to WellSaid in writing. This warranty will not apply if errors are caused by events outside of WellSaid’s control or if the Services are not used in accordance with this Agreement or the Documentation.
    3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (i) WELLSAID PROVIDES THE SERVICES ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND AND (ii), WELLSAID MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED WITH RESPECT TO THE SERVICES INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WELLSAID DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION OTHER THAN THOSE SET FORTH ABOVE IN THIS SECTION 10. IF WELLSAID CANNOT LAWFULLY DISCLAIM EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, THEN TO THE EXTENT PERMITTED BY LAW, ALL SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THE DURATION AND TO THE REMEDIES OF THE LIMITED WARRANTY IN SECTION 10.2 AND THE LIMITATIONS OF SECTION 12 SHALL APPLY.
  11. Indemnification.
    1. Customer’s Indemnification of WellSaid. Customer will defend, indemnify and hold harmless WellSaid and WellSaid’s officers, directors, employees, agents, and permitted successors and assigns (each, a “WellSaid Indemnitee”) from any and all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (jointly, “Losses”) incurred by WellSaid arising out of any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise by a third party other than affiliate of a Customer Indemnitee (collectively, a “Claim”) based on or arising out of (i) any breach of Customer’s representations and warranties; (ii) Customer’s use of the Services provided that such claim did not arise due to a breach by WellSaid of its obligations hereunder; (iii) the Customer Data; and (iv) Customer’s (or its Authorized Users’) use of the Services in material violation of this Agreement.
    2. Indemnification Procedure. WellSaid will promptly notify Customer in writing of any Claim for which it believes it is entitled to be indemnified pursuant to this Section 11. WellSaid will cooperate with Customer at the Customer’s sole cost and expense. The Customer will promptly take control of the defense and investigation of such Claim and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 11.2 will not relieve the Indemnitor of its indemnity obligations under this Section 11, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Neither party shall have authority to settle and shall not settle any Claim that results in the Indemnitee’s obligation, liability, and/or admission of liability without the Indemnitee’s prior written consent.
  12. Limitations on Liability.
    1. Non-Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WELLSAID BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR FROM NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION), EVEN IF WELLSAID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
    2. Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WELLSAID’S AGGREGATE, CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID TO WELLSAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE RELEVANT CLAIM EXCEPT THAT WELLSAID’S TOTAL LIABILITY FOR ANY SERVICES PROVIDED FREE OF CHARGE IS LIMITED TO $100.
    3. Acknowledgment. CUSTOMER ACKNOWLEDGES THAT THE FEES SPECIFIED IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT WELLSAID WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING LIMITATIONS OF ITS LIABILITY AND THE WARRANTY DISCLAIMERS CONTAINED HEREIN.
  13. Confidentiality.
    1. Definition. “Confidential Information” means information that one party discloses to the other party under or in connection with this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
    2. Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its employees, agents, subcontractors, or professional advisors ("Representatives") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Representatives use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
    3. Required Disclosure. In the event that recipient or any of its Representatives is required to disclose Confidential Information to the extent necessary to comply with the requirements of law, legal process (including deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or valid order of a court of competent jurisdiction, the recipient shall (a) notify the disclosing party prior to making such disclosure in order to permit disclosing party to seek confidential treatment of such Confidential Information, and (b) in any event disclose only that portion of disclosing party’s Confidential Information that is legally required to be disclosed.
  14. DMCA Notices. Please see WellSaid’s Website Terms for details on how to notify us if you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed. WellSaid responds to notices of alleged copyright infringement and may terminate the provision of Services to repeat infringers in certain circumstances.
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  15. EU Digital Services Act Disclosures. If you are an EU resident, please see the following Digital Services Act (DSA) disclosures.
    1. EU DSA Point of Contact. Communications regarding Digital Services Act (DSA) compliance should be directed to legal-notice@wellsaidlabs.com.
    2. Policies & Procedures for Moderation of Input and Output. You can find information on Input and Output that is and is not permitted on the Services and how we enforce violations of these restrictions in this Agreement, including Sections 3.3 and the AUP.
    3. Tools Used for Content Moderation. We use both human and automated review of Output to evaluate their compliance with this Agreement and our AUP, and their general suitability for the Service. We may use technology to detect and restrict content and accounts that may violate this Agreement or the AUP. That technology may block content from being generated or flag an account or piece of content. Flagged content may be reviewed and actioned by human reviewers. If we make a decision to block your content, suspend or terminate your Customer Account, or take other actions, we will notify you as required by the DSA.
    4. Notification of Illegal Content. If you wish to notify us of content that you believe violates EU or Member State law, you can email us at legal-notice@wellsaidlabs.com. Please include the following information in your notice:
      • A detailed explanation of why you believe the content is illegal under EU or Member State law;
      • The URL of the allegedly illegal content or other information allowing us to locate the content on the Service;
      • Your name and email address;
      • A statement confirming your bona fide belief that your notification is accurate or complete.
    5. Queries about Content Moderation Decisions. You may have the right to submit a query, free of charge, about certain decisions related to the moderation of the content you produce with the Service that we have deemed illegal or that violates this Agreement, specifically:
      • Notice advising that we have observed offending content;
      • Removal or restricting the visibility of your user content;
      • Suspension or termination of your Customer Account, or a whole or partial ban on your use of the Services;
      • To submit a complaint, please email us at moderator@wellsaidlabs.com and describe in detail why you believe our decision was in error. Your description must include your full name, and the email address used to obtain the Service from us, along with a copy of the decision you received from us.
    6. Suspensions for Abuse of these Procedures. If you frequently submit illegal content or manifestly unfounded content notices or complaints, we may suspend your Customer Account as permitted by the DSA.
    7. Notification of Criminal Activity. If we become aware of any information that give us a good faith belief that a criminal offense involving a threat to the life or safety of a person or persons has taken place, is taking place or is likely to take place, we may notify the appropriate authorities in the applicable EU Member State as required by the DSA.
  16. Term and Termination.
    1. Term. The term of the Agreement (the “Term”) shall commence on the Effective Date and shall continue until the earlier of such time as (i) Customer closes its Customer Account and (ii) a party terminates the Agreement as set forth herein.
    2. Termination for Breach or Insolvency. In addition to any other remedy available under this Agreement or otherwise, either party will be entitled to terminate this Agreement (i) in the event the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of written notification thereof from the non-breaching party and (ii) upon written notice to the other party if the other party should enter into liquidation or become insolvent, or enter into receivership or bankruptcy.
    3. Termination by WellSaid. WellSaid reserves the right to terminate this Agreement and close your Customer Account upon notice to you in the event that we determine we are required to do so by law, in which case we will refund to you any prepaid fees covering the remainder of your payment period as of the effective date of such termination.
    4. Effect of Termination. Upon any expiration or termination of this Agreement, except as otherwise permitted herein, (a) Customer’s all rights and access to the Services will terminate unless otherwise described in the Agreement, and (b) all Fees will become due and owing. For clarity, unless the Agreement is terminated by Customer for WellSaid’s breach, Customer will remain liable to pay all fees outstanding on the effective date of termination of the Agreement, including any unpaid fees covering the remainder of the term of the Agreement had it not been terminated.
    5. Survival. Upon any expiration or termination of this Agreement, the rights and obligations of the parties will terminate, except for sections that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of this Agreement, including Sections 1, 3.3, 6.2, 8, 10-13, 16.4, 16.5, 18, 19 and 20. Customer’s liability and obligation to pay any Fees or other amounts that have accrued prior to such expiration or termination will also survive such expiration or termination.
  17. Updates to Agreement.
    1. WellSaid reserves the right to change or update the Agreement from time to time at our sole discretion. We reserve the right, at our discretion, to change, modify, add, or remove portions of the Agreement any time by posting the amended Agreement here with an updated “Last Updated” date above. Please review the Agreement frequently for any changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Services or via email. Customer’s continued use of the Services following the effective date of any changes to the Agreement constitutes acceptance of those changes.
  18. Governing Law.
    1. This Agreement will be governed and construed in accordance with the laws of the State of New York without giving effect to any choice of laws principles that would require the application of the laws of a different jurisdiction.
  19. Disputes.
    1. Informal Dispute Resolution. If there is an instance when you have a concern that needs special attention, WellSaid is committed to working with you to reach a reasonable resolution. However, we can only do this if we know about it. Therefore, for any concern you may have related to this Agreement you agree to first send a written description of it to legal-notice@wellsaidlabs.com so we have an opportunity to address it. You further agree to work with WellSaid in good faith to resolve the concern. We believe this should lead to resolution. However, if for some reason the concern is not resolved satisfactorily within sixty (60) days after we receive your email, and all necessary information, you agree to the further dispute resolution provisions below.
    2. Customers Using the Service for Personal Use. All Customers that use the Services for personal or household purposes are subject to the terms of Schedule A to the Agreement, including, with limited exceptions, the binding arbitration requirements and class action waiver described in Schedule A. Please read Schedule A – it may significantly affect your legal rights, including your right to file a lawsuit in court. Some jurisdictions do not allow binding arbitration or the disclaimer of class action rights. Accordingly, some of the terms in Schedule A may not apply to you or be enforceable with respect to you
    3. Business Customers. For Customers that use the Services for business purposes, all disputes will be heard by a court of competent jurisdiction in the State of New York and Customer hereby consents to personal jurisdiction and venue in, and agrees to service of process issued or authorized by, such courts with respect to such disputes.
  20. Miscellaneous.
    1. Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer without WellSaid’s prior express written consent, but may be assigned by WellSaid without restriction. Any attempted transfer or assignment in violation hereof will be null and void. Subject to the foregoing, this Agreement will benefit and bind the parties’ successors and permitted assigns.
    2. Export and Import Compliance. The Services may be subject to export control laws, including the Export Control Reform Act and its associated regulations. Customer agrees that it will comply with all relevant export and import laws in connection with this Agreement.
    3. Marketing. During the Term, WellSaid may use Customer’s name and logo in accordance with any written use guidelines provided by Customer to WellSaid the Website and in marketing materials to identify Customer as a client of WellSaid’s.
    4. Relationship of Parties. WellSaid and Customer are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between WellSaid and Customer. Neither WellSaid nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. WellSaid and Customer agree that, except as otherwise expressly provided in this Agreement, there are no third party beneficiaries to this Agreement. WellSaid and Customer agree that this Agreement is made for the benefit of the parties and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
    5. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and will supersede any and all prior and contemporaneous communications, representations, agreements and/or undertakings, either verbal or written, between the parties in respect of the said subject matter. To the extent of any conflict or inconsistency between the Agreement and any Order, the terms of the Agreement shall prevail except to the extent an Order has expressly stated that a term thereunder is intended to supersede the Agreement.
    6. Amendment. Any amendment or other modification of any of the terms and provisions hereof must be in writing and signed by duly authorized representatives of the parties.
    7. Severability and Limitations of Actions. In the event that any provision of this Agreement or the application thereof to any person or in any circumstances will be determined to be invalid, unlawful, or unenforceable to any extent, the remainder of this Agreement and its application to other persons will not be affected thereby, and the remaining provisions of this Agreement will continue to be valid and may be enforced to the fullest extent permitted by law and the parties agree in such event to substitute forthwith the invalid, unlawful or unenforceable provision by such effective provision as will most closely correspond with the legal and economic contents of the provision(s) so voided.
    8. Notices. Notices. Under this Agreement, notices to Customer must be sent to the email address associated with Customer Account and notices to WellSaid must be sent to legal-notice@wellsaidlabs.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its email address current.
    9. Waiver. The waiver by any party of a breach or default by the other party of any provision of this Agreement will not be construed as a waiver by such party of any succeeding breach or default by the other party in the same or other provision, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any such right or remedy.
    10. Force Majeure. Except with respect to the parties’ payment obligations, neither party will be responsible for any delay or failure in performance to the extent that such delay or failure is caused by events that are unforeseen and beyond such party’s reasonable control, including fires, earthquakes, floods, or other acts of God or severe weather conditions, war, terrorism or other violence or acts a public enemy, by strikes or other labor disputes, laws, orders, proclamations, regulations, ordinances, demands, or requirements of any governmental authority.
    11. Injunctive Relief and Specific Performance. The parties agree that a breach of Section 3.3 (Use and Use Restriction) or 13 (Confidentiality), or the scope of any of the licenses granted hereunder, may result in irreparable and continuing damage to the non-breaching party for which there may be no adequate remedy at law, and such party is therefore entitled to seek injunctive relief and specific performance as well as such other relief as may be appropriate.
    12. Construction. The captions and headings used in this Agreement are for convenience and do not in any way limit or amplify the terms and provisions hereof. When used in this Agreement, the singular form shall include the plural and vice versa, as appropriate. All references to “herein,” “hereunder,” or like words shall refer to this Agreement as a whole and not to any particular section, subsection, or clause contained in this Agreement. The terms “include” and “including” are not limiting.

Schedule A

Arbitration, And Class Action/Jury Trial Waiver

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PLEASE READ THIS SCHEDULE A CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS OR REPRESENTATIVE ACTION.

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AGREEMENT TO ARBITRATE.

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Either party may initiate binding arbitration as the sole means to resolve disputes, subject to Section 19.1 of the Agreement and the provisions following this paragraph through and including the paragraph titled “Changes to this Arbitration Agreement” (collectively, the “Arbitration Agreement”).

The parties agree that this Arbitration Agreement is made pursuant to a transition in commerce and is governed by the Federal Arbitration Act (“FAA”). The arbitration will be administered by National Arbitration and Mediation (“NAM”). If NAM is not available to arbitrate, the parties will mutually agree on an alternative arbitration provider.

In accordance with the notice and opt-out provisions set forth herein, this Arbitration Agreement is intended to be interpreted broadly and it applies to all disputes between you and WellSaid arising from or relating to the Services or the Agreement, including but not limited to (1) claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement, or any prior agreement; and (2) claims that may arise after the termination of this Arbitration Agreement (together, “Disputes”).

Except as set forth in the paragraph below titled “Exceptions to Informal Dispute Resolution and Arbitration Agreement,” the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Disputes. You and WellSaid further agree that arbitrable Disputes include but are not limited to issues arising out of or relating to the interpretation, applicability, enforceability, formation, or performance of this Arbitration Agreement, including, but not limited to, any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees.

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WAIVER OF RIGHTS INCLUDING JURY TRIAL.

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THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

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YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THE AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT, YOU AND WELLSAID ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER.

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YOU AND WELLSAID ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT, YOU AGREE THAT ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF WELLSAID PROVIDES ITS CONSENT TO CONSOLIDATE IT IN WRITING.

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With the exception of the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor WellSaid shall be entitled to arbitrate the dispute in question.

This provision does not prevent you or WellSaid from participating in a class-wide settlement of claims.

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Arbitration Rules. Except as modified by this Arbitration Agreement, NAM will administer any arbitration in accordance with the NAM “Comprehensive Dispute Resolution Rules and Procedures,” “Fees For Disputes When One of the Parties is a Consumer,” and the “Mass Filing Supplemental Dispute Resolution Rules and Procedures” in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures permitting class or representative actions (“NAM Rules”). The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Department at commercial@namadr.com.

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Except where prohibited by applicable law, the arbitrator shall apply the law of the state of New York without giving effect to any law that would result in the applicable of the law of any other jurisdiction. You and WellSaid agree that dispositive motions will be allowed in the arbitration.

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If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and WellSaid submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.

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Arbitration Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the User Agreement. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements.

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Arbitration Fees. Each party is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

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The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

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Arbitration Location. The arbitration proceedings will presumptively be held via video- or telephone-conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. Except as otherwise provided in the paragraph titled “Mass Filings” or unless you and WellSaid agree otherwise, in the event there is an in-person proceeding: if you live in the United States, any in-person proceedings will take place in the county of your primary residence or, if no arbitrator is available in that county, then at the closest arbitration location available in the state or if you live outside the United States, to the extent permissible in your country, any in-person proceedings will take place in New York, New York.

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Mass Filings. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with the provisions set forth herein if NAM is unavailable) against WellSaid within reasonably close temporal proximity (“Mass Filing”), the parties agree, subject to the provisions of this “Mass Filings” paragraph: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by NAM (or another arbitration provider selected in accordance with the provisions set forth herein if NAM is unavailable if NAM is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by WellSaid and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

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Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the NAM rules. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.

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You agree to cooperate in good faith with WellSaid and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims.

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The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and WellSaid agree that NAM may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of the NAM procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a NAM procedural arbitrator.

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This “Batching” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.

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The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a NAM mediator selected from a group of five mediators proposed by a NAM, with WellSaid and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. WellSaid, the remaining claimants, and their counsel, and the mediator will then have 90 days (the “Mediation Period”) from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either WellSaid or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither WellSaid nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

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Arbitrator’s Authority and Arbitration Award. The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement or the Informal Dispute Resolution Process.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the User Agreement, including but not limited to the paragraphs titled “Class Arbitration and Collective Relief Waiver” and “Limitation of Liability” as to the types and the amount of damages or other relief for which a party may be held liable.

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Except for decisions in arbitrations that are joined together in a single batch, no arbitration award or decision will have any preclusive effect, except to preclude the same or similar claims and issues addressed by the award from being re-arbitrated between the same parties. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

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Exceptions to Informal Dispute Resolution and Arbitration Agreement. Notwithstanding the parties’ agreement to resolve all disputes through the Informal Dispute Resolution process and, if necessary, binding arbitration:

  • Either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret (and any motions to enforce such proceedings) shall be exclusively brought in the state and federal courts located in the City and County of New York, New York.
  • Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court’s jurisdiction. Judgments of small claims courts may be enforced as set forth in the rules of such court.
  • Either party may apply to any court of competent jurisdiction for a provisional remedy in connection with an arbitrable controversy, including without limitation injunctive relief.
  • Either party may elect to have disputes regarding whether a complaining party has satisfied the Informal Dispute Resolution procedures resolved by a court as a precursor to arbitration.

30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to the following address: arbitration-optout@wellsaidlabs.com. The notice must be sent within 30 days of July 10, 2025 or your first use of the Services, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt-out of the arbitration provisions, WellSaid also will not be bound by them.

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If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of this User Agreement and you agree to be bound by all other provisions of these terms, which shall remain in effect as allowable by law.

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Changes to this Arbitration Agreement. WellSaid will provide 30 days’ notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Services after the 30th day, you agree that any unfiled claims of which WellSaid does not have actual notice under the Informal Dispute Resolution process are subject to the revised clause. If WellSaid changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of this Arbitration Agreement by emailing an opt-out notice to arbitration-optout@wellsaidlabs.com before the 30-day period expires.

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Disputes not Subject to Arbitration. For any dispute not subject to arbitration you and WellSaid agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in New York, NY. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

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Class Action Waiver

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YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND WELLSAID THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

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Jury Trial Waiver

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IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WELLSAID AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND WELLSAID UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT OR USE OF THE SERVICES.