Transaction Terms and Conditions

Last updated: June 23, 2023

1. Binding Agreement

This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully.

These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.

By placing an order for products or services through use of Wüdya Inc.’s (“Wüdya” and also referred to as "us", "we", or "our" as the context may require) mobile device application (the “App”), you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions.

You may not order or obtain products or services through use of the App if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in the jurisdiction in which you reside; or (iii) are prohibited by applicable law from accessing or using this App or any of the content (“Content”), products or services made available through use of the App.

These terms and conditions (these "Terms") apply to the purchase and sale of products and services through the App, including, without limitation, any subscription or pay-per-use service and the purchase of Wüdya credits (which allow for the use of paid features and pay-peruse services) (each, a “Transaction”). These Terms are subject to change by Wüdya without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referred to on the Site. You should review these Terms before completing any Transaction. Your completion of any Transaction means that you have accepted these Terms as these existed at the time of completion of such Transaction.

These Terms are an integral part of the Terms and Conditions of Use that apply generally to the use of the App. You should also carefully review our Privacy Policy before completing a Transaction (see Section 9). Capitalized terms that are not defined in these Terms will have the meaning provided to them in the Terms and Conditions of Use for the App.

2. Order Acceptance and Cancellation.

You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

3. Prices and Payment Terms.

1. All prices, discounts, and promotions communicated through the App are subject to change without notice. The price charged for a product or service will be the price advertised by the App at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or, for orders of tangible goods, charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
2. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept payment through the Apple App Store or Google Play Store in terms of any and all purchases.
3. ALL SALES ARE FINAL. NO PRODUCT RETURNS OR EARLY CANCELLATION OF ANY SUBSCRIPTIONS OR OTHER SERVICES WILL BE ACCEPTED.

4. Shipments; Delivery; Title and Risk of Loss of Tangible Goods.

1. We will arrange for shipment of any tangible goods to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
2. Title and risk of loss pass to you upon our transfer of the tangible goods to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

5. Limited Warranty for Tangible Goods Sold.

1. We warrant to you that for a period of thirty (30) days from the date of shipment ("Warranty Period"), the tangible goods purchased through the App will materially conform to our published specifications in effect as of the date of shipment and be free from material defects in material and workmanship.
2. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a), WE MAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE APP INCLUDING, WITHOUT LIMITATION (i) ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) 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.
3. Tangible goods manufactured by a third party ("Third-Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with the products. Third-Party Products are not covered by the warranty in Section 6(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) 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.
4. We shall not be liable for a breach of the warranties set forth in Section 5(a) unless: (i) you give written notice of the defective products, reasonably described, to us within ten (10) days of the time when you discover or ought to have discovered the defect; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 5(a) to examine such purchased tangible goods, and you (if we so request) return such products to our place of business at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the purchased tangible goods are defective.
5. We shall not be liable for a breach of the warranty set forth in Section 5(a) if: (i) you make any further use of such tangible goods after you give such notice; (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the products; or (iii) you alter or repair such products without our prior written consent.
6. Subject to Section 5(d) and Section 5(e), with respect to any such products during the Warranty Period, we shall, in our sole discretion, either: (i) repair or replace such products (or the defective part) or (ii) credit or refund the amounts paid by you for such products provided that, if we so request, you shall, at your expense, return such products to us.
1. THE REMEDIES SET FORTH IN SECTION 5(f) SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 5(a).

6. Limitation of Liability.

1. IN NO EVENT SHALL WÜDYA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY TRANSACTION, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE APP, AS PART OF A PARTICULAR TRANSACTION, WHICH GAVE RISE TO SUCH LIABILITY.

7. Goods Not for Resale or Export.

You represent and warrant that you are buying products or services from the Site for your own use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within your stated country of residence.

8. Intellectual Property Use and Ownership.

You acknowledge and agree that:

1. With the exception of any merchandise sold through the App, all uses on the App of the terms "sell", "sale", "resell", "resale", "purchase", "price", and the like mean the purchase or sale of a licence. Each product and service marketed through the App is made available solely for licence, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the licence agreement posted with/made available to you through a link accompanying the display or description of that specific product or service.
2. You will comply with all terms and conditions of the specific licence agreement for any product or service you obtain through the App, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products and services.
3. You will not cause, induce, or permit others' non-compliance with the terms and conditions of any of these product and service licence agreements.
4. Wüdya and its licensors are and will remain the sole and exclusive owners of all intellectual property rights in and to each product and service made available through the App and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights, subject only to the limited licence granted under the product's or service's licence agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to those products or services.

9. Privacy.

We respect your privacy and are committed to protecting it. Our Privacy Policy, which can be accessed here, governs the processing of all personal information collected from you in connection with any Transaction.

10. Force Majeure.

Wüdya shall not be liable or responsible to you or anyone else, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of the obligations set out in these Terms, when and to the extent Wüdya’s failure or delay is caused by or results from acts beyond its reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, such as the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond Wüdya’s reasonable control. Wüdya shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

11. Governing Law.

All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).

12. Waiver of Recourse to the Courts and Binding Arbitration.

1. YOU AND WÜDYA INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
2. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
3. The arbitration will be administered by the ADR Chambers International¸ under the rules set forth by the Arbitration Act, 1991, S.O. 1991, c. 17 (Ontario, Canada). The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. If any provision of this arbitration clause is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

13. Assignment.

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

14. No Waivers.

The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Wüdya.

15. No Third-Party Beneficiaries.

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

16. Notices.

1. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide and consent to us using; or (ii) by way of messaging through the App. Notices sent by email or in-App messaging will be effective when we send the email or message. It is your responsibility to keep your email address current and to sign in to your Account, via use of the App, periodically.
2. To Us. To give us notice under these Terms, you must contact us through the App.

17. Severability.

If any provision of these Terms is invalid, illegal, void, or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

18. Entire Agreement.

Our order confirmation, these Terms, the licence agreement relating to any product or service you obtain on or through the App, our Terms and Conditions of Use for the App, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.