Terms of Service

These Terms of Service ("Terms") are an agreement between you and Waily, operating Wailyspace ("Waily," "Wailyspace," "we," "us," or "our").

These Terms govern your access to and use of the Wailyspace website, applications, software, APIs, and related services (collectively, the "Service").

By creating an account, purchasing a subscription, or using Wailyspace, you agree to these Terms.

If you do not agree, you should not use the Service.

1. About Wailyspace

Wailyspace is an advanced visual productivity, task-management, project-planning, and workflow platform.

Wailyspace may allow users to create tasks or nodes and visually connect them to create relationships, dependencies, workflows, paths, project structures, and other organizational systems.

Features may include:

• tasks;
• visual nodes;
• node connections;
• projects;
• workflows;
• deadlines;
• reminders;
• collaboration;
• comments;
• files;
• attachments;
• project history;
• custom fields;
• integrations;
• templates;
• synchronization;
• automation; and
• other productivity functionality.

Wailyspace will continue to evolve and functionality may change over time.

2. Eligibility

You must be at least 13 years old to use Wailyspace unless applicable law requires a higher minimum age.

If you are not legally able to enter into contracts independently where you live, permission from a parent or legal guardian may be required.

If you use Wailyspace on behalf of a company, team, organization, or other entity, you represent that you have authority to accept these Terms on its behalf.

3. Your Account

Some features require an account.

You agree to:

• provide reasonably accurate account information;
• maintain the security of your account;
• protect your login credentials;
• not intentionally allow unauthorized access;
• not impersonate another person;
• keep your contact information reasonably current; and
• promptly report suspected unauthorized access.

You are responsible for activity carried out through your account to the extent permitted by applicable law.

4. License to Use Wailyspace

Subject to these Terms, Waily grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use Wailyspace for its intended purposes.

This does not transfer ownership of Wailyspace or Waily intellectual property to you.

Unless permitted by applicable law or expressly authorized by Waily, you may not:

• sell copies of Wailyspace;
• sublicense the software;
• redistribute proprietary portions of the Service;
• bypass technical restrictions;
• extract or reproduce substantial proprietary portions of the Service;
• reverse engineer Wailyspace except where applicable law expressly permits it; or
• falsely represent Wailyspace as your own service.

5. Your Content Is Yours

You retain ownership of content you create or upload to Wailyspace.

This includes:

• tasks;
• nodes;
• graphs;
• workflows;
• projects;
• text;
• notes;
• comments;
• files;
• images;
• attachments;
• layouts; and
• other User Content.

Waily does not become the owner of your User Content simply because it is stored in Wailyspace.

6. Permission Necessary to Operate Wailyspace

To provide the Service, you grant Waily a limited, worldwide, non-exclusive license to technically host, store, copy, transmit, synchronize, display, process, back up, and format your User Content.

This permission exists only as necessary to:

• operate Wailyspace;
• save your projects;
• render your workspace;
• synchronize devices;
• maintain graph structures;
• provide collaboration;
• generate technical previews;
• process files;
• create backups;
• provide requested functionality;
• secure the Service; and
• maintain Wailyspace.

This license does not give Waily ownership of your User Content.

7. Responsibility for User Content

You are responsible for content you upload or create.

You represent that you have the necessary rights to use that content.

You must not knowingly upload content that unlawfully infringes another person's rights.

8. Sharing and Collaboration

Wailyspace may allow you to:

• invite users;
• share workspaces;
• create sharing links;
• assign tasks;
• publish selected content;
• share individual projects or nodes; or
• connect external applications.

When you choose to share content, you authorize Wailyspace to make the selected information available as necessary to fulfill your request.

You are responsible for reviewing sharing permissions.

9. Acceptable Use

You may not use Wailyspace to:

• violate applicable law;
• commit fraud;
• distribute malware;
• intentionally compromise systems;
• access accounts without authorization;
• steal credentials;
• conduct denial-of-service attacks;
• materially disrupt Wailyspace;
• intentionally bypass security controls;
• distribute unlawful spam;
• impersonate other users;
• abuse, exploit, or threaten others;
• knowingly infringe intellectual-property rights;
• bypass subscription restrictions;
• fraudulently avoid payment;
• create accounts primarily to evade restrictions;
• misuse APIs or automated access;
• scrape Wailyspace in a way that materially harms the Service; or
• use Wailyspace infrastructure to attack another service.

10. Fair Use and Technical Limits

Wailyspace plans may include reasonable limits concerning:

• storage;
• bandwidth;
• node counts;
• projects;
• workspace members;
• automation;
• API usage;
• file sizes;
• history;
• processing; or
• other resources.

We may apply reasonable technical limits to protect stability and prevent abusive resource consumption.

Plan-specific limits will ordinarily be displayed with the applicable plan or feature.

11. Free and Paid Plans

At the moment Wailyspace has no paid plans. The sections below about subscriptions and payments apply once paid plans exist.

Wailyspace may offer both free and paid plans.

Paid plans may provide benefits including:

• additional capacity;
• additional projects;
• increased limits;
• additional history;
• team features;
• advanced features;
• integrations;
• automation;
• storage; or
• other functionality.

Features and pricing are determined by the plan information presented when purchasing or managing a subscription.

12. Stripe Payments

When paid plans exist, Wailyspace payments will be processed using Stripe.

By purchasing a paid Wailyspace product, you authorize Waily and Stripe to process the applicable payment.

Stripe may collect and process payment details under its own terms and privacy practices.

Waily ordinarily does not receive your complete payment-card number when payment information is entered directly through Stripe.

13. Subscription Billing

Some Wailyspace products are recurring subscriptions.

The billing frequency will be shown before purchase.

Subscriptions may include:

• monthly billing;
• annual billing; or
• another interval clearly displayed before purchase.

14. Automatic Renewal

Unless stated otherwise at checkout, subscriptions renew automatically until cancelled.

By purchasing a recurring subscription, you authorize Stripe to charge the payment method associated with your subscription for applicable renewal charges and taxes.

You may cancel future renewal by contacting:

support@wailyspace.com

15. Cancellation

You may cancel a Wailyspace subscription at any time.

Unless otherwise stated or required by applicable law:

• cancellation prevents future renewals;
• your current paid period remains available until its scheduled end; and
• unused time in the current billing period is not automatically refunded.

Additional rules will be published with the paid plans, in a Payments, Billing & Refund Policy.

16. Taxes

Prices may not include applicable taxes unless stated otherwise.

Taxes required by law may be charged in addition to the displayed price.

Stripe or Waily may calculate, collect, or remit applicable taxes where required.

17. Price Changes

Waily may change subscription pricing.

A price change will not retroactively alter a billing period that you have already paid for.

Where appropriate or legally required, recurring subscribers will receive notice before a materially different renewal price applies.

You may cancel before the changed price takes effect.

18. Failed Payments

If payment fails, Waily or Stripe may retry the transaction.

Waily may temporarily:

• restrict paid features;
• pause subscription benefits;
• ask you to update your payment method; or
• downgrade the account.

We will attempt to handle temporary payment failures reasonably and will not intentionally destroy User Content solely because one payment attempt failed.

19. Refunds

Refunds are governed by the Payments, Billing & Refund Policy that will accompany paid plans, and by mandatory applicable consumer law.

Nothing in these Terms removes consumer rights that cannot legally be waived.

20. Trials and Promotions

Waily may offer:

• free trials;
• discounts;
• promotional pricing;
• credits; or
• limited offers.

Additional conditions may apply and will be presented with the offer.

A trial that automatically becomes paid will disclose that fact as required before the paid subscription begins.

21. Third-Party Integrations

Wailyspace may integrate with external products and services.

Third-party services are controlled by their respective providers and may have separate:

• terms;
• privacy policies;
• functionality;
• availability;
• pricing; and
• security practices.

When you connect an external service, you authorize Wailyspace to exchange information with it as necessary to perform the functionality you requested.

22. Waily Intellectual Property

Except for User Content, Wailyspace and its proprietary components belong to Waily or its licensors.

This may include:

• software;
• code;
• technology;
• interfaces;
• product design;
• Wailyspace branding;
• logos;
• trademarks;
• graphics;
• documentation; and
• proprietary platform features.

Nothing in these Terms transfers ownership of these rights to users.

23. Feedback

You may voluntarily submit:

• suggestions;
• ideas;
• feature requests;
• bug reports; or
• other feedback.

You allow Waily to use such feedback to develop and improve Wailyspace without an obligation to pay you.

This does not transfer ownership of your projects or unrelated User Content to Waily.

24. Beta and Experimental Features

Wailyspace may make certain functionality available as:

• beta;
• preview;
• experimental;
• early access; or
• development functionality.

Experimental features may:

• contain errors;
• change significantly;
• become unavailable;
• lose compatibility; or
• not have the same reliability as generally available features.

You should maintain independent copies of critical information when relying on experimental functionality.

25. Service Availability

We aim to maintain a reliable Service, but we cannot guarantee uninterrupted availability.

Wailyspace may occasionally be unavailable because of:

• maintenance;
• updates;
• software errors;
• infrastructure problems;
• internet failures;
• security incidents;
• third-party provider failures;
• attacks;
• emergencies; or
• circumstances outside our reasonable control.

26. Changes to Wailyspace

Wailyspace is an evolving product.

We may:

• introduce new features;
• modify features;
• redesign functionality;
• change technical limits;
• discontinue functionality; or
• replace older functionality.

Where a material change affects a paid service, we will provide notice where appropriate or required by applicable law.

27. Backups and Important Information

Waily may operate backup systems to support Service reliability and disaster recovery.

However, unless a specific plan expressly guarantees particular backup or archival functionality, Wailyspace should not be considered your only permanent copy of irreplaceable information.

Users are encouraged to independently back up critically important information where appropriate.

28. Account Suspension

Waily may restrict or suspend an account where reasonably necessary because:

• these Terms were materially violated;
• an account presents a security risk;
• the Service is being abused;
• fraudulent activity is suspected;
• payment remains unresolved;
• the account threatens other users or infrastructure; or
• Waily is legally required to restrict access.

Where reasonable, we may provide an opportunity to correct a violation.

Serious abuse, fraud, attacks, or security threats may result in immediate action.

29. Termination by Waily

Waily may terminate an account for serious or repeated violations of these Terms or where continuing to provide the account would create a substantial legal or security risk.

Where appropriate and legally permitted, we will attempt to provide reasonable notice.

30. Termination by You

You may stop using Wailyspace at any time.

You may request account deletion by writing from the account's e-mail address to:

support@wailyspace.com

If you have a paid subscription, you should also cancel the subscription to prevent future renewal.

31. Effect of Account Deletion

Account deletion may permanently remove:

• tasks;
• nodes;
• projects;
• files;
• notes;
• private workspaces; and
• associated account data.

Content associated with a collaborative workspace may continue to exist if other users or the organization controlling that workspace retain rights to it.

Certain data may temporarily remain in backups or be retained where legally required.

32. No Professional Advice

Wailyspace is a productivity and organizational tool.

Wailyspace does not provide:

• legal advice;
• financial advice;
• investment advice;
• medical advice;
• accounting advice; or
• other regulated professional advice.

You remain responsible for decisions made using the Service.

33. Disclaimer of Warranties

To the maximum extent permitted by applicable law, Wailyspace is provided on an "as is" and "as available" basis.

We cannot guarantee that:

• the Service will never experience downtime;
• every bug will be eliminated;
• every synchronization will occur instantly;
• every integration will remain available;
• User Content will never be lost under any circumstances; or
• Wailyspace will satisfy every particular business requirement.

Nothing in these Terms excludes warranties or protections that cannot legally be excluded.

34. Limitation of Liability

To the maximum extent permitted by applicable law, Waily and its personnel will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from use of Wailyspace where such exclusions are legally permitted.

This may include loss arising from:

• lost profits;
• business interruption;
• missed deadlines;
• lost opportunities; or
• loss of information.

To the maximum extent legally permitted, Waily's total aggregate liability arising from the Service will not exceed the greater of:

1. the amount you paid Waily for Wailyspace during the twelve months immediately preceding the event giving rise to the claim; or
2. US $100 or its equivalent.

These limitations do not apply where the law does not permit such limitations.

35. Indemnification for Organizational Use

To the extent legally permitted, an organization using Wailyspace agrees to indemnify Waily against third-party claims resulting from:

• unlawful content submitted by that organization;
• infringement caused by content submitted by that organization;
• fraudulent use of Wailyspace; or
• a material violation of these Terms.

This section does not restrict mandatory consumer rights.

36. Privacy

Use of Wailyspace is also subject to the Wailyspace Privacy Policy.

Our Privacy Policy explains how personal information is collected, processed, protected, and retained.

37. Applicable Law

These Terms are subject to the laws and regulations that apply to Waily, while preserving any mandatory consumer protections that apply to users under applicable law.

38. Resolving Problems

If you have a concern about Wailyspace, billing, your account, or these Terms, we encourage you to contact us so that we can attempt to resolve the matter.

Contact:

support@wailyspace.com

Nothing in this section prevents a user from exercising legal rights that cannot be waived.

39. Severability

If any portion of these Terms is determined to be unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

40. No Waiver

If Waily does not immediately enforce a provision of these Terms, that does not permanently waive our ability to enforce it later.

41. Assignment

You may not transfer your Wailyspace account or rights under these Terms without authorization where such restriction is permitted by law.

Waily may transfer its rights and obligations in connection with a legitimate restructuring, acquisition, merger, or transfer of the Wailyspace business.

42. Entire Agreement

These Terms, the Privacy Policy, any Payments, Billing & Refund Policy published with paid plans, and any additional plan-specific terms presented to you form the agreement governing your use of Wailyspace.

43. Changes to These Terms

We may update these Terms as Wailyspace changes.

If a change materially affects your rights, Waily will provide notice where appropriate or legally required.

The latest version will display its updated date.

44. Contact

For questions about these Terms, Wailyspace, your account, billing, or legal matters:

Waily support@wailyspace.com