Terms of Service
PLEASE READ THESE TERMS OF SERVICE (“TERMS OF SERVICE”) CAREFULLY
BEFORE PURCHASING A SUBSCRIPTION, ACCESSING, OR USING THE PLATFORM OR
SERVICES (AS DEFINED BELOW) OFFERED BY WRITERLY TECHNOLOGY, INC., A
DELAWARE CORPORATION (“US”, “WE”, “OUR”, OR “WRITERLY”).
THESE TERMS OF SERVICE INCLUDE IMPORTANT INFORMATION ABOUT OUR
SERVICES, ANY CHARGES OR AMOUNTS WE MAY BILL YOU FOR OUR SERVICES
(INCLUDING YOUR SUBSCRIPTION TO OUR PLATFORM), AND FUTURE CHANGES TO
THESE TERMS OF SERVICE AND AUTOMATIC RENEWALS OF SUBSCRIPTION FEES (AS
“POLICIES"), CREATE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE
OF OUR SERVICES, SUBSCRIPTION TO OUR PLATFORM (AS DEFINED BELOW)
(“SUBSCRIPTION”), AND THE GENERATED CONTENT, FEATURES, WEBSITES, OR
APPLICATIONS OFFERED BY US FROM TIME TO TIME (COLLECTIVELY, “SERVICES”).
“YOU” AND “YOUR” REFER TO THE PERSON ACCESSING OR USING OUR
SERVICES, OR IF YOU CREATE AN ACCOUNT ON BEHALF OF AN EMPLOYER,
COMPANY, ORGANIZATION, OR OTHER ENTITY, THEN (I) ALL REFERENCES TO “YOU”
INCLUDE YOU AND THAT ENTITY, (II) YOU REPRESENT AND WARRANT THAT YOU ARE
AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH THE AUTHORITY TO BIND
THE ENTITY TO THESE TERMS OF SERVICE AND OUR OTHER POLICIES, AND (III) YOU
AGREE TO THESE TERMS OF SERVICE AND OTHER POLICIES ON SUCH ENTITY’S
BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU
HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE
AND OUR OTHER POLICIES, WHICH ARE HEREBY INCORPORATED BY REFERENCE.
IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR OUR OTHER
POLICIES, YOU ARE NOT AUTHORIZED TO ACCESS OR USE OUR PLATFORM OR
BY ACCESSING OR USING OUR PLATFORM OR SERVICES, YOU REPRESENT
AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE, PROVIDED THAT IF YOU
ARE UNDER THE LEGAL AGE TO FORM A BINDING CONTRACT IN YOUR JURISDICTION,
YOUR USE OF THE SERVICES IS SUBJECT TO REQUIREMENTS OF PARENTAL
CONSENT, IN WHICH CASE (I) YOUR PARENT OR LEGAL GUARDIAN IS CONSIDERED
THE USER UNDER THIS AGREEMENT AND IS RESPONSIBLE FOR ANY AND ALL
ACTIVITY; AND (II) YOU REPRESENT THAT YOUR PARENT OR LEGAL GUARDIAN HAS
REVIEWED AND AGREED TO THESE TERMS OF SERVICE AND OUR OTHER POLICIES.
IF YOU ARE UNDER AGE 13, YOU MAY NOT, UNDER ANY CIRCUMSTANCES OR
FOR ANY REASON, USE OUR SERVICES.
IN OUR SOLE DISCRETION, WE MAY REFUSE TO OFFER OUR SERVICES TO ANY
PERSON OR ENTITY AND CHANGE THE ELIGIBILITY CRITERIA AT ANY TIME. THE
RIGHT TO ACCESS OUR SERVICES IS REVOKED WHERE THESE TERMS OF SERVICE
OR USE OF OUR SERVICES ARE PROHIBITED, OR TO THE EXTENT THE OFFERING,
SALE, OR PROVISION OF OUR SERVICES CONFLICTS WITH ANY APPLICABLE LAW.
WE MAY PERIODICALLY SUPPLEMENT, MODIFY, OR REVISE THESE TERMS OF
SERVICE OR ANY OF OUR OTHER POLICIES, IN OUR SOLE DISCRETION, THE DATE OF
SUCH MODIFICATIONS WILL BE EVIDENCED BY THE “LAST REVISED” DATE
DESIGNATION AT THE TOP OF THESE TERMS OF SERVICE.
If you have any questions regarding these Terms of Service or our other Policies, you
can contact us at [email protected]
Now that is out of the way, let us introduce ourselves. We are Writerly, and our mission
is to change how the world writes! To accomplish our mission, we offer Services on our Writerly
Platform (available at www.writerly.ai) (“Platform”), allowing Platform users (“Users”) to
leverage AI to create, generate, and produce written content to boost traffic, conversion, and
2. Our Services.
Our Services leverage AI provided by OpenAI to allow Users to generate Generated
Content. To access and use our Services, you must register and create an account (“Account”)
on our Platform.
We may change our Services or Platform at any time. For instance, we may (i) suspend
or discontinue any part of our Services, (ii) introduce new features or impose limits on certain
features or restrict access to parts or all of our Services, or (iii) establish policies and practices
concerning the use of our Services, including policies that may delete or remove features,
functionality, or data, in our sole discretion. Our Services or Platform will not be available to
temporarily or permanently suspended Users or Accounts. We reserve the right to refuse your
access to our Services or Platform or terminate your Subscription or Account (as defined
You may access, and we grant you a non-exclusive and revocable right to use, our
Services in accordance with these Terms of Service and our other Policies. Notwithstanding the
generality of the foregoing, we expressly prohibit you from using our Services, directly or
indirectly, in the following manner:
- attempting to avoid, bypass, remove, deactivate, impair, descramble, or
otherwise circumvent any technological measure implemented by us or any of
our providers, licensors, or third-parties (including another User) to protect our
Services or Platform;
- using our Services pr Platform in a manner that degrades the operation, speed,
or reliability of our Services, Platform, or any underlying technologies thereof,
including accessing, tampering with, or using non-public areas of our Services,
Platform, computer systems, or technical delivery systems;
- engaging in any web scraping or other data extraction methods, including any
automated or programatic method, or attempting to probe, scan, or test the
vulnerability of our systems, networks, or breach security or authentication
measures, including implimenting any “bot attack” or similiar technical attack or
- collecting usernames and/or email addresses of Users by electronic or other
means, including sending unsolicited emails or other communications;
- attempting to decipher, decompile, disassemble, reverse assemble, revise
compile, translate, reverse engineer, or otherwise attempt to discover the source
code or underlying components of the models, systems, or algorithms of any of
our Services, Platform, or their underlying technologies;
- represent that outputs from our Services were generated by humans when such
a statement is untrue;
- collecting, storing, or transmitting any Personal Information (as defined in our
Personal Information of a children under the age of 13 or the applicable age of
digital consent; and
- any use of our Services that is unlawful or in violation of these Terms of Service
or our other Policies, including in a manner that infringes, misappropriates, or
violates any person’s rights.
3. Account Registration and Management.
To access and use our Services and Platform, you must create an Account. In
registering and creating an Account, you must provide true, accurate, and complete information.
You must keep your Account information current and updated. Without our prior written
approval, you may not assign or otherwise transfer your Account or Subscription (or any right to
access or use the foregoing) to any other individual or entity.
You are solely responsible for all activities under your Account or Subscription. You
must keep your Account information and password confidential and secure. You may not use
another person’s Account or Subscription without our express written permission. You agree to
notify us immediately of any unauthorized use of your Account or any breach of Account
security. We are not responsible for any third-party access to your Account that results from
theft or misappropriation of your Account. We will not be liable for, and you shall indemnify us
against, any losses arising from your failure to comply with these Terms of Service, our other
Policies, or applicable law.
4. Subscriptions and Payment Terms.
We offer various Subscription levels for access and use of our Services (e.g., free,
standard, Writerly Pro, and Writerly Teams) (“Subscription Levels”), which may have access to
different functions, features, or usage limits (e.g., word limits) related to our Services and may
be subject to various subscription fees (“Subscription Fees”) plus any other applicable taxes
and fees. Unless otherwise agreed upon in writing by us, the Subscription Levels and
associated Subscription Fees are as stated on our Platform. We retain the right to change such
Subscription Levels and Subscription Fees from time to time in our sole discretion, provided,
that such change will not apply to a current Subscription term, but may impact renewals. In
addition to the Subscription Fees available on our Platform, you acknowledge and agree that
certain overage fees are applicable based on the usage limits associated with such Subscription
Level (e.g., $1.00 per 1,000 words over usage limit).
Upon subscribing to a Subscription Level, you agree to pay the Subscription Fees
associated with your Subscription (including any overage fees), which may be established when
you place an order or upon registration or activation of your Subscription or Account. You may
place an order for a Subscription on our Platform. Any payment terms presented to you in
obtaining a Subscription are deemed part of these Terms of Service and are incorporated herein
We may collect payments of Subscription Fees from you directly or through third-party
payment processors (e.g., Stripe), which may bill you through a payment account selected at
checkout or linked to your Account. Any payment processing by third-party payment processors
will be subject to the terms, conditions, and policies of such payment processors in addition to
these Terms of Service and our other Policies.
By providing a credit card or other acceptable payment method, you represent and
warrant that you are authorized to use the designated payment method, and you authorize us
(or our designated payment processors) to charge your payment method for the Subscription
Fees (and any usage overages). If your payment method cannot be verified, is invalid, or is
otherwise not acceptable, your Account or Subscription may be suspended or canceled. If we
do not receive payment from you, you agree to pay all amounts due upon demand. We reserve
the right to correct any errors or mistakes we (or our third-party payment processors) make in
the checkout process.
The Subscription Fees and payment terms for your Subscription or Account may consist
of recurring charges. By choosing a recurring payment plan, you acknowledge that such
Subscription Fees have an initial and recurring payment feature, and you accept responsibility
for all recurring charges prior to cancellation.
NOTWITHSTANDING THE FOREGOING, WE MAY SUBMIT PERIODIC CHARGES
(E.G., MONTHLY), DEPENDING ON YOUR SUBSCRIPTION LEVEL AND TERMS, WITHOUT
FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE THAT YOU HAVE
TERMINATED YOUR SUBSCRIPTION OR WISH TO CHANGE YOUR PAYMENT METHOD.
SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD
REASONABLY ACT TO UPDATE OR TERMINATE YOUR SUBSCRIPTION. YOU MAY
TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD THROUGH
THE ACCOUNT SETTINGS ASSOCIATED WITH YOUR ACCOUNT.
Your Subscription will automatically extend for successive renewal periods. For instance,
if you have purchased a monthly Subscription, your renewal period will renew each month at the
then-current non-promotional rate associated with such Subscription Level. You may change or
terminate your Subscription or Subscription Level through the Account settings associated with
your Account. If you do not want to continue to be charged on a recurring basis, you must
cancel or terminate your Subscription or Subscription Level before the end of the then-current
period. Your Subscription cannot be terminated before the end of the period for which you have
already paid, and except as expressly provided in these Terms of Service, we will not refund any
amounts you have already paid. If you terminate your Subscription or Subscription Level, you
may continue to use your Subscription until the end of your then-current term, and your
Subscription will not be renewed after the expiration of the then-current.
YOU MUST PROVIDE CORRECT, CURRENT, AND COMPLETE INFORMATION FOR
YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR
BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN
BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND
YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT
METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF
SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR ACCOUNT
OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH THE
ACCOUNT SETTINGS ASSOCIATED WITH YOUR ACCOUNT. IF YOU FAIL TO PROVIDE
ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE
CHARGING YOU FOR ANY SUBSCRIPTION FEES ASSOCIATED WITH YOUR ACCOUNT
UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION PURSUANT TO THESE TERMS
We may offer free trials of paid Subscriptions Levels for a limited period. If we offer you
such a trial, the specific terms of such trial will be provided at the time of offer and may be
accepted in accordance with those terms and these Terms of Service and our other Policies.
Unless otherwise provided by us in writing, trials are only available for Users who have not
previously held a paid Subscription Level. If you obtain a free tier, you may not create more than
one Account. If we believe you are not using the free tier in good faith, we may charge you
standard fees or stop providing access to the Services. By agreeing to a free trial Subscription,
you also agree to the associated Subscription Fees upon expiration of such free trial
subscriptions, and we (or our third-party payment processor) will charge your payment method
on a recurring basis for the applicable Subscription Fee at the expiration of such free trial
Subscription unless you cancel your Subscription prior to the expiration of such trial period.
5. User Content Creation.
Our Services allow Users to input content (“User Content”), which may be processed,
transmitted, hosted, shared, or published through our Services to generate and return
generated content (“Generated Content” and, together with any User Content, collectively,
“Content”). We do not claim any ownership in or to any User Content except as stated in these
Terms of Service or our other Policies. However, by transmitting Content through our Services,
you hereby grant us, and our licensors, licensees, successors, assigns, and affiliates, a
perpetual, non-exclusive, freely transferable and sublicensable, irrevocable, worldwide,
royalty-free license to use, host, aggregate, commercially exploit, display, store, copy, distribute,
publish, perform, and modify or create derivative works based upon such Content, to the extent
necessary for us to provide, perform, operate, market, secure, and deliver our Services or
Platform, comply with applicable law, and enforce these Terms of Service and our other Policies.
We make no representation or warranty that any Content is accurate, complete, or will be kept
confidential. Subject to the terms and conditions set forth in these Terms of Services and our
other Policies, we hereby grant you a non-exclusive license to use, host, display, store, copy,
distribute, publish, and modify or create derivative works based upon the Generated Content
generated through your User Content through our Services, provided, however, that we, and
our, licensors, licensees, successors, assigns, and affiliates retain all right, title, and interest in
Generated Content, to the extent not inconsistent with the license granted herein.
Notwithstanding the foregoing, we may make available other content through our Services or on
our Platform that is subject to the intellectual property rights of us or a third-party, and we (or
such third-party) reserve all rights in such content.
You hereby acknowledge and agree that Users may input similar User Content that may
generate the same or similar Generated Content, and you will not acquire any rights in such
You are solely responsible for any User Content you create, provide, transmit, submit,
upload, or allow us to collect through our Services. You represent and warrant that any User
Content that you provide, transmit, submit, upload, or allow to be collected:
- is accurate, complete, and in compliance with all applicable laws;
- is yours or you have the necessary licenses, rights, consents, and permissions to use
and authorize us to use all patent, trademark, trade secret, copyright or other proprietary
rights in and to such User Content in the manner contemplated by the provision of our
Services and these Terms of Service and our other Policies;
- you have the express specific, informed, and unambiguous consent, release, and/or
permission from each and every identifiable individual person in the Content to use the
name or likeness of each and every such identifiable individual person to enable
inclusion and use of the Content in the manner contemplated by the provision of our
Services and these Terms of Service;
- is in accordance with these Terms of Service and our other Policies, including, without
limitation, our licensing rights above; and
- is in accordance with OpenAI’s mission, Charter, and API Usage Guidelines, which are
hereby incorporated by reference, as OpenAI determines each in its sole discretion.
For the Content that you create provide, transmit, submit, upload, or allow us to collect,
you agree that you have not and will not:
- submit content that is copyrighted, protected by trade secret or otherwise subject to
third-party proprietary or intellectual rights, unless you are the owner of such rights or
have permission from their rightful owner to publish and to grant us the associated
- publish falsehoods or misrepresentations that could damage us or any third-party;
- submit content that is unlawful, obscene, defamatory, libelous, threatening,
pornographic, harassing, hateful, racially, or ethnically offensive, or encourages conduct
that would be considered a criminal offense, give rise to civil liability, violate any law, or is
otherwise inappropriate, as determined by us, in our sole discretion;
- impersonate another person;
- attempts to modify, tamper, interfere, disable, deactivate, test the vulnerabilities, modify
or otherwise create derivative works of our Services or Platform, or otherwise circumvent
the technical measures related therewith;
- take any other action that is inconsistent with the uses we grant concerning our Services
or Platform, as determined by us, in our sole discretion; or
- encourages others to do any of the foregoing.
For the avoidance of doubt, we reserve the right to determine whether Content is
appropriate and complies with these Terms of Service or our other Policies, and we may take
any actions we deem necessary or advisable concerning the use of our Platform or Services,
including, without limitation, removing content or disabling access to the Services or Platform.
6. Infringement Policy.
We respect the intellectual property rights of others and require our Users to do the
same. We do not knowingly permit infringement of intellectual property rights in connection with
our Services. We will remove all Content if we are properly notified (and agree) that such
content infringes on another’s intellectual property rights.
Although we are not obligated to do so, we will make reasonable efforts to investigate
notices of alleged infringement or violations of intellectual property laws and take action
regarding such infringement where applicable. If you believe your work has been copied in a
way that constitutes infringement or your intellectual property rights have been violated, then
you may submit a notification pursuant to the Digital Millennium Copyright Act, by providing us
with the following information:
- confirmation you are the owner or are authorized to represent the owner of the
- identification of your work;
- identification of the infringing content; and
- a statement that you believe the use of the content is not authorized.
If your Content is removed due to infringement and you believe it is not infringing, please
provide us with the following information:
- confirmation that you are the owner or authorized to represent the owner of the
- identification and description of the removed content;
- statement regarding the ownership of the intellectual property; and
- your contact information.
We will endeavor to resolve notices delivered pursuant to these Terms of Service within
14 business days and will provide the complaining party an opportunity to respond. Please
contact us by email at [email protected] (subject line: Takedown Request) or at: Writerly
Technology, Inc., Attn: Legal, 1033 Demonbreun St., Suite 300, Nashville, TN, 37203.
You acknowledge and agree that any questions, comments, suggestions, ideas,
feedback, or other information about our Services or Platform (“Feedback”) provided to us by
you is non-confidential. We shall be entitled to the unrestricted use and dissemination of
Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation
8. Intellectual Property.
We retain all rights to our intellectual property, including our names, logos, or
trademarks, and the intellectual property licensed to us from third-parties. You agree you will
not copy, modify, scrape, distribute, create derivative works of, or the like, or do or perform any
other action on the Platform or using our Services, or our intellectual property that you are
exposed to through our Services that is not explicitly authorized by these Terms of Service or
our other Policies. Any use of our Services other than as specifically permitted in these Terms
of Service or our other Policies is strictly prohibited. All goodwill generated from using our
intellectual property (including the Platform and our Services) will inure to our exclusive benefit.
We reserve any rights not expressly granted herein. Other links, company, product, and service
names and logos used and displayed on or through our Services may be trademarks or service
marks of their respective owners who may or may not endorse or be affiliated with or connected
You hereby agree to release, defend, indemnify, and hold us and our subsidiaries,
affiliates, directors, officers, employees, agents, investors, vendors, partners, licensors, and
representatives (collectively, “Indemnities”) harmless from and against any losses, damages,
liabilities, claims, actions or demands, including, without limitation, reasonable legal and
accounting fees, arising or resulting from (i) your User Content, (ii) your breach of these Terms
of Service or our other Policies, (iii) your uploading of, access to, connection to, or use or
misuse of our Platform or Services, or (iv) your violation of law.
We will provide notice to you of any such action, claim, suit, or proceeding and shall
assist you, at your expense, in defending any such action, claim, suit or proceeding. We
reserve the right to assume the exclusive defense and control of any matter subject to this
Section. In such case, you agree to cooperate with any reasonable requests assisting our
defense of such matter.
If you are a California resident, you hereby waive California Civil Code Section 1542,
which says: “A general release does not extend to claims that the creditor or releasing party
does not know or suspect to exist in his or her favor at the time of executing the release and
that, if known by him or her, would have materially affected his or her settlement with the debtor
or released party.” If you are a resident of another jurisdiction, you waive any comparable
statute or doctrine.
10. Warranty Disclaimer.
OUR SERVICES, SUBSCRIPTION TO OUR PLATFORM, AND ANY CONTENT
THERETO (INCLUDING GENERATED CONTENT) IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS
OF ANY KIND. WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE; OR (III) WARRANTY AGAINST INFRINGEMENT
OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY; WHETHER EXPRESS OR
IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF
TRADE OR OTHERWISE.
NEITHER WE NOR OUR INDEMNITEES SHALL BE SUBJECT TO LIABILITY FOR
THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO
USERS OF OUR SERVICES (OR IN THE CONTENT) OR FOR ERRORS, MISTAKES, OR
OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR
INFORMATION STREAM FROM WHATEVER CAUSE.
WE MAKE NO WARRANTY THAT OUR SERVICES WILL BE AVAILABLE ERROR
FREE OR THAT OUR SERVICES, PLATFORM, OR THE CONTENT THEREON ARE FREE OF
COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF
YOUR USE OF OUR SERVICES, PLATFORM, OR THE CONTENT THEREON RESULTS IN
THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE
RESPONSIBLE FOR THOSE COSTS. YOU AGREE THAT YOUR ACCESS AND USE OF
OUR SERVICES, PLATFORM, AND CONTENT IS AT YOUR OWN RISK.
11. Limitation on Liability.
We are not liable for (i) any User Content created through our Services or Generated
Content related therewith; (ii) interactions or communications that may arise between Users (if
any); (iii) any losses that result through your use of our Services or Platform; or (iv) any of the
third-party products, services, or content that you may be provided or interact with in your
access or use of our Services or Platform.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT,
INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
ENHANCED DAMAGES, LOST PROFITS OR REVENUES, LOST DATA, BUSINESS
INTERRUPTION, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN
CONNECTION WITH YOUR USE OR INABILITY TO USE OUR SERVICES (INCLUDING
SUBSCRIPTION TO OUR PLATFORM), WHETHER BASED ON WARRANTY, CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF ONE
HUNDRED DOLLARS, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE
FORESEEABLE, (II) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND (III) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE
CLAIM IS BASED.
Some states do not allow the exclusion of implied warranties or limitation of liability for
incidental or consequential damages, so the above limitations or exclusions may not apply to
you. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT
PERMITTED BY LAW.
IF YOU ARE A USER FROM NEW JERSEY, SECTION 10 (WARRANTY DISCLAIMER)
AND SECTION 11 (LIMITATION OF LIABILITY) ARE INTENDED TO BE, AND ARE, ONLY AS
BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY
PROVISION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE
STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PROVISION SHALL NOT AFFECT THE
VALIDITY OF THE REMAINING PROVISIONS OF THE APPLICABLE SECTIONS.
12. Notice to California Users.
Under California Civil Code Section 1789.3, California Users may be entitled to the
following specific consumer rights notice: The Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs may be contacted in
writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at
13. Assignment and Delegation.
These Terms of Service and our other Policies, and any rights and licenses granted
hereunder and thereunder, may not be transferred or assigned by you, including in connection
with a change of control or by operation of law, without our prior written consent but may be
assigned by us, including in connection with a change of control, without notice or restriction.
These Terms of Service and our other Policies will inure to the benefit of our successors and
14. Binding Arbitration; Waiver of Litigation and Class Action Arbitration.
BY REGISTERING AN ACCOUNT OR ACCESSING OR USING OUR SERVICES OR
PLATFORM YOU ACCEPT THESE TERMS OF SERVICE AND EXPRESSLY WAIVE THE
RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION
This Section 14 offers a streamlined way to resolve disputes between us and you if they
arise. We can resolve many of your concerns quickly by contacting us at [email protected]
If we cannot resolve your concern, you and us agree to be bound by the procedure in
this Section to resolve disputes between us. This Section is an agreement between you and us,
and applies to our respective agents, employees, successors, beneficiaries, and assigns. This
agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal
Arbitration Act governs the interpretation and enforcement of this Section.
All disputes, claims, or controversies arising from or relating to these Terms of Service,
our other Policies, our Services, our marketing, or the relationship between you and us
("Disputes") shall be determined exclusively by binding arbitration. The only Disputes not
covered by this Section are claims (i) regarding the infringement, protection, or validity of our or
our licensors' trade secrets, copyright, trademark, or patent rights; (ii) if you reside in Australia,
to enforce a statutory consumer right under Australia consumer law; and (iii) brought in small
claims court (which shall be brought exclusively in Chattanooga, Tennessee).
You and us shall first attempt to resolve any Dispute informally for at least 30 days
before initiating arbitration. The informal negotiations commence upon receipt of written notice
from one person to the other ("Notice of Dispute"). The Notice of Dispute must: (i) include the
full name and contact information of the complaining party; (ii) describe the nature and basis of
the claim or dispute; and (iii) set forth the specific relief sought. We will send our Notice of
Dispute to your billing or email address. You will send your Notice of Dispute to: Writerly
Technology, Inc., Attn: Legal, 1033 Demonbreun St., Suite 300, Nashville, TN, 37203.
If we cannot resolve a Dispute informally, you or us may elect to have the Dispute finally
and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be
final and binding on the other.
The arbitration shall be administered by the American Arbitration Association ("AAA")
under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary
Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are
available at www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the
AAA Rules and, where appropriate and applicable, limited by the AAA Consumer Rules. The
arbitration may be conducted in person, through the submission of documents, by phone or
online. The arbitrator shall decide in writing and shall provide a statement of reasons if
requested by either party. The arbitrator must follow applicable law, and any award may be
challenged if the arbitrator fails to do so. You and us may litigate in court to compel arbitration,
to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the
award entered by the arbitrator. Arbitration will take place exclusively in Nashville, Tennessee.
YOU AND WRITERLY HEREBY AGREE THAT EACH MAY BRING CLAIMS AGAINST
THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF
OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
The arbitrator shall not consolidate another person's claims with your claims and shall
not preside over any type of representative or class proceeding. The arbitrator may award
declaratory or injunctive relief only in favor of the individual party seeking relief and only to the
extent necessary to provide relief warranted by that party's individual claim. If this specific
Section is found to be unenforceable, then the entirety of this agreement to arbitrate shall be
null and void.
15. Choice of Law.
This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Tennessee, without giving effect to the principles of conflicts of law.
If any provision of these Terms of Service is found to be invalid by any court having
competent jurisdiction, the invalidity of such provision shall not affect the validity of the
remaining provisions of these Terms of Service, which shall remain in full force and effect.
17. No Waiver.
Failure by us to act on or enforce any provision of these Terms of Service shall not be
construed as a waiver of that provision or any other provision in these Terms of Service. No
waiver shall be effective against us unless made in writing, and no such waiver shall be
construed as a waiver in any other or subsequent instance.
18. Entire Agreement.
These Terms of Service and our other Policies, constitute the sole and entire agreement
of you and Writerly concerning the subject matter of these Terms of Service and supersedes all
prior and contemporaneous understandings, agreements, representations, and warranties, both
written and oral, concerning the subject matter.