1. General
These Terms of Service establish a legally binding agreement (the “Agreement”) between you and SeatUs Technologies, LLC d/b/a Wyth, its officers, directors, agents, employees, contractors, any parent company or subsidiary, and any affiliate (referred to hereinafter as either “Wyth”, “we”, “us” or “our”), and applies to your use of the Wyth application, website, and digital platform (hereinafter referred to as “Wyth Platform”). By agreeing to the terms and conditions contained herein and through your use of the Wyth Platform, you acknowledge 1) that you are 18 years of age or older and competent to enter into a contractual agreement; 2) that you have carefully read and understand all terms and conditions contained herein; and 3) that based on your complete understanding of all terms and conditions, you wish to enter into this contractual agreement with Wyth and you agree to be bound by all obligations contained therein. If you do not agree and consent to be bound by all conditions and obligations contained herein, you may not use or access the Wyth Platform.
Within this Agreement, the words “including” and “include” mean “including, but not limited to.” This version of the Terms of Service effective as of the date listed above hereby supersede any prior agreements between you and Wyth regarding the use of the Wyth Platform and use of any of Wyth’s services rendered through your use of the Wyth Platform. Wyth may immediately terminate these Terms of Service, the use of the Wyth Platform, or the use of any services rendered through your use of the Wyth Platform at any time and for any reason.
Notwithstanding the foregoing, these Terms do not supersede or otherwise impact the enforceability of other agreements you may have with Wyth to provide rideshare or carpooling services. To the extent these Terms conflict with provisions in other agreements you have entered into with Wyth, those agreements (not these Terms) will prevail.
PLEASE BE ADVISED THAT THIS AGREEMENT GOVERNS HOW CLAIMS CAN BE BROUGHT BETWEEN YOU AND WYTH, AS SET FORTH IN THE ARBITRATION AGREEMENT (SEE SECTION 5). PLEASE READ AND REVIEW THIS ARBITRATION AGREEMENT, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES BETWEEN YOU AND WYTH INDIVIDUALLY, AND WITH LIMITED EXCEPTIONS, THROUGH BINDING ARBITRATION WHERE THE DECISION OF THE ARBITRATOR IS FINAL. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY AFFIRM THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT, THAT YOU UNDERSTAND THESE TERMS AND THAT YOU ARE EXPRESSLY WAIVING YOUR RIGHT TO A JURY TRIAL AND TO JOIN ANY CLASS OF PLAINTIFFS OR CLAIMANTS IN ANY DISPUTE WITH WYTH, AND AFTER CAREFUL CONSIDERATION OF THE TERMS CONTAINED IN SECTION 5, YOU WISH TO WAIVE THESE RIGHTS FREELY AND VOLUNTARILY.
From time to time, Wyth may modify, change, update or supplement these Terms of Service. You will receive notice of said changes through your use of the Wyth Platform. The amended terms will be effective immediately (unless otherwise indicated), and your continued access to and use of the Wyth Platform and its updated Services after receiving said notice will confirm your acceptance of the changes. If you do not agree to the amended Terms of Service, you may not continue to access the Wyth Platform or use any service rendered through the Wyth Platform.
2. The Wyth Platform
The Wyth Platform is a closed loop carpooling and rideshare platform for students, faculty and staff of affiliated colleges, universities, and schools that have contracted with Wyth directly or through their respective student organizations. Through the Wyth Platform, users can enter into agreements with each other to provide and receive carpooling services with the price set by the carpool driver, or users can request rideshare services provided by other Wyth Platform users.
A. Carpool service. For a carpool trip, the driver establishes the starting point, the destination, any stops to be made between the origin and destination, and the cost of the trip based on the number of available seats in the driver’s vehicle. Except where prohibited by law, for carpooling services, all users acknowledge that the carpool driver is solely responsible for the safety of the vehicle to be used, the maintenance of the vehicle, and all required insurance applicable to the type of vehicle used based on any applicable state and federal requirements. As permitted by law, Wyth’s role in the provision of any carpool services is simply to provide the Platform through which carpool services may be arranged. Unless required by law, Wyth assumes no responsibility for the safety of the carpool vehicle, the driving history of the carpool driver, or for providing any insurance (primary, additional, or excess) for the vehicle, the personal belongings or the persons transported within the carpool vehicle. To the extent permitted by law, as a user of the Wyth Platform for carpool services, all users acknowledge that their sole remedy for any claim related to carpool services is against the carpool driver and/or the carpool vehicle owner, and any user of the Wyth Platform for carpool services has no claim or right to remedy from Wyth. Where permitted by law, Wyth is not responsible for erroneous information provided by the driver about a carpooling trip, cancellation or modification of a carpooling trip, or the behavior of the carpool driver or passengers on the trip.
C. Rideshare service. The Wyth Platform provides an interface that attempts to match users in a closed loop system. Users who seek rideshare transportation services to certain destinations may be matched with potential rideshare drivers. As a user, you authorize Wyth to match you with Drivers or Riders based on factors such as your location, the requested pickup location, the estimated time to pick up, your destination, and any selected preferences. Any decision to offer or accept rideshare services is a decision made in the user’s sole discretion, and each offered or accepted service is a distinct agreement between rideshare driver and rider.
D. Driver Representation, Warranties and Agreements. By providing rideshare or carpool driving services to users through the Wyth Platform, you affirm the following:
1. You meet Wyth’s minimum age requirement for drivers for the state in which driving services will be provided.
2. You possess a valid driver’s license, are following applicable local and state requirements to offer driving services to other users and are fit to operate a motor vehicle.
3. You own, or have the legal right to operate, the vehicle you use when providing driving services, and that the vehicle in use is in reasonably good and safe operable condition, equipped with all required safety features, including seat belts for each occupant within the vehicle.
4. Your vehicle is a passenger or recreational (non-commercial) vehicle that is no more than 10 years old and has 4 doors and a maximum of 7 seats.
5. Your vehicle is covered by minimum insurance limits applicable in the state where the vehicle is registered, and these insurance limits provide coverage for bodily injury, or death, for any and all occupants of your vehicle, and you are either listed as an insured driver on said policy or you are a permissive user covered by the applicable insurance policy.
6. You agree to comply with Wyth’s Community User Guidelines.
7. You will pay all applicable federal, state, and local taxes based on your provision of driving services and any payments received by you.
8. You agree that, where required by law for rideshare or carpool services, Wyth may obtain your criminal and driving records prior to being eligible to provide driving services and at least annually thereafter, and you agree to execute any necessary releases to permit Wyth to obtain said information. You further agree to advise Wyth immediately of any change in your criminal background or driving history.
3. Use of the Wyth Platform
Wyth provides a platform for its users on both mobile and web-based applications that permits users within the closed loop system to register as users for the purposes of receiving carpool or rideshare services as a rider or to provide carpool or rideshare services as a driver. The Platform may also be used for carpool or rideshare related services, including, but not limited to, payment processing and customer support.
AS A USER ON THE WYTH PLATFORM, YOU ACKNOWLEDGE THAT WYTH IS NOT A PROVIDER OF TRANSPORTATION OR A COMMON CARRIER.
YOU ACKNOWLEDGE THAT CARPOOL AND RIDESHARE DRIVERS PROVIDING DRIVING SERVICES TO RIDERS THROUGH THE WYTH PLATFORM ARE NOT EMPLOYEES, ACTUAL AGENTS, OR APPARENT AGENTS OF WYTH. ANY SAFETY EFFORTS UNDERTAKEN BY WYTH, WHETHER REQUIRED BY LAW OR NOT, ARE NOT AN INDICIA OF AN EMPLOYMENT OR AGENCY RELATIONSHIP, NOR AN EXPRESSION OF INTENT BY WYTH TO ASSUME LIABILITY FOR DRIVERS.
Accessing the Wyth Platform. All users on the Wyth Platform must create a user account by registering with their institution’s .edu email address. All users must maintain an active user profile, including the use and publication of a current, unaltered photograph of their face and top of shoulders to facilitate verification of rider and driver services that may be arranged via the Wyth Platform. As a registered user, you consent to have your photograph used for verification purposes when arranging, accepting, or providing carpool or rideshare services. Users may also be given the ability to designate in their profile an affiliation with one or more organizations at their college or university. These affiliations may be used for identification purposes, for pricing promotions, or for other uses designated as necessary by Wyth in the operation of the Wyth Platform. You have the ability to change your organization affiliations at any time. You agree to comply with the Wyth Community User Guidelines, and you understand your ability to use the Wyth Platform to provide or receive services may be suspended, temporarily or indefinitely, if you violate the User Guidelines.
License. Upon a user’s acceptance of the Terms of Service, Wyth shall grant the user a limited, revocable, non-exclusive, non-assignable, and non-transferable license to access and use the Wyth Platform solely in connection with carpool or rideshare services. This license also authorizes users to access and use any content and information made available through the Wyth Platform for their personal, noncommercial use. Any attempt by you to transfer or sell your User Account, or the User Account of another, including any passwords or other identification, shall be void. All rights not expressly granted with this license are reserved by Wyth.
Restrictions on Use of the Wyth Platform. Users are prohibited from accessing or using the Wyth Platform, or any information contained therein, to:
1. Violate any law, regulation, or other governmental guidance or legal directive;
2. Engage in behavior that is designed to interfere with, interrupt, damage, destroy or restrict the functionality of the Wyth Platform, the servers or networks connected to the Platform, or any software, hardware or other technology the Platform relies upon;
3. Intercept, take, employ data mining or other similar techniques, or attempt to gain unauthorized access to, any system, data, or personal information about the Wyth Platform or which is housed within it;
4. Transmit false or inaccurate information using the Wyth Platform or disguise the origin of such information;
5. Engage in behavior that is fraudulent, libelous, abusive, obscene, discriminatory, harassing, or illegal;
6. Link directly or indirectly to any other websites;
7. Infringe upon the intellectual property rights of Wyth or any other third party, including, but not limited to: copyright, patent, and trademark rights; trade secrets or other proprietary rights of publicity; or rights to privacy;
8. Copy, reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display or perform, transmit, stream, broadcast, or utilize “framing,” “mirroring, or meta tags to exploit Wyth’s Platform and Services or to divert any person to another website;
9. Reverse engineer, or take other similar behavior, to decipher, deconstruct and reconstruct the Wyth Platform; or
10. Cause any third party to engage in any restricted activities noted herein.
Ownership of Intellectual Property. You acknowledge that all intellectual property rights in the Wyth Platform and related logos are owned by Wyth in their entirety. This includes, but is not limited to, copyright, trademarks or trade names, service marks or service names, company or product names, database rights, graphics, icons, scripts, design rights, and other similar rights, whether registered or unregistered.
Operation of the Wyth Platform. Wyth will use reasonable commercial efforts to maintain access to the Platform 7 days a week, 24 hours a day. Notwithstanding the foregoing, access to the Wyth Platform may be temporarily limited or suspended, without notice, for technical maintenance; to upgrade, migrate, or update operations; or due to unforeseen outages. In the event access to the Wyth Platform is disrupted, Wyth will use best efforts to restore service within a commercially reasonable period of time. Wyth, in its sole discretion, reserves the right to modify or suspend access to all or part of the Platform or its functionality either temporarily or permanently.
Communication with Wyth. As a registered user, you consent to permit Wyth to contact you by telephone (including automatic telephone dialing systems or prerecorded calls), text message, electronic mail, or regular mail in connection with a Wyth account, including for marketing purposes. Carrier charges may apply. You are not required to provide this consent as a condition of providing or receiving service through the Wyth Platform. No purchase necessary. You may opt out of receiving text messages from Wyth at any time by replying “STOP” or by contacting Wyth through its website. If you do not choose to opt out, Wyth may contact you as outlined in its User Privacy Notice.
Termination of User Access. The Terms of Service of will be effective upon your acceptance and may be terminated:
1. By a user, without cause, by providing at least 7 days’ prior written notice to Wyth;
2. By either Wyth or a user immediately, and without notice, upon the other party’s material breach of the Terms of Service;
3. By Wyth, if a driver no longer meets the eligibility criteria, or if Wyth has a good faith belief that termination is necessary to protect the safety of passengers or third parties; or
4. By Wyth, if a user fails to comply with the Terms of Service and Community User Guidelines.
Prior to termination of a user’s access pursuant to (3)-(4) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Wyth’s reasonable satisfaction. If the breach is cured in a timely manner and to Wyth’s satisfaction, the user’s access will not be terminated.
4. Pricing and Payment for services.
Pricing for carpool services. The Wyth Platform provides an interface for users to arrange for carpool services. Based on the distance to be traveled and the number of available seats for the carpool ride, the Wyth Platform will provide a suggested cost for each potential rider. Any rider interested in arranging a trip with a carpool driver may agree to pay the suggested cost, or the rider may make an offer to the driver for a potential seat within the carpool vehicle. Once an offer is made, the driver may then accept the offer from the rider and agree to provide carpool services at that price, or the driver may make a counteroffer to the rider for the seat. The final agreed upon price for the carpool trip is negotiated between the carpool driver and rider. Payment at the agreed upon rate will be completed with the user’s preferred payment method once the trip begins or upon completion of the carpool trip.
Cost of cancellation for carpool services. Carpool riders may cancel their carpool reservation at any time up to 24 (twenty-four) hours before the scheduled departure. If the carpool rider cancels their carpool reservation within the 24 (twenty-four) hour time frame prior to the planned departure, the carpool rider will be charged for the agreed upon cost of the carpool ride. Wyth reserves the right to change the carpool cancellation policy at any time.
Pricing for rideshare services. Users may purchase credit for one rideshare trip for $5.00 (Five Dollars and no cents). Fees for additional riders may apply.
Pilot Program pricing for rideshare services. For the duration of any pilot or test program of rideshare services to be provided through the Wyth Platform, pricing may be established pursuant to the terms of any agreement between Wyth and an affiliated College or University. Pilot program pricing options or incentives will be published to the College or University community through campus postings, direct communications to users via email addresses or cellular phone numbers provided for the purpose of promotional advertising. At the end of the term for any pilot program, pricing will return to standards set forth previously herein.
Cost for cancellation for rideshare services. During the Wyth pilot program, riders may cancel their rideshare request at any time prior to the driver’s arrival. Wyth reserves the right to change the rideshare cancellation policy at any time.
Availability of rideshare driving services. Based on driver availability, rideshare services are offered to users a minimum of ten (10) hours per day, seven (7) days a week, excluding breaks in an affiliated College or University’s academic calendar. Hours of operation may vary from campus-to-campus. Hours of operation for each campus will be published to the College or University community through campus postings, direct communications to users via email addresses or cellular phone numbers. The area in which rideshare services are offered may be reviewed through the Wyth platform. Pricing changes or any change in the days and time of service may be made at any time without specific notice, but users will be notified of any changes with a request to acknowledge a substantive change in the terms of service.
Payment for services. Wyth users understand and acknowledge that your use of the Wyth Platform to arrange and receive carpool or rideshare services may result in charges to you for any services you receive. Users may only pay for services with their indicated preferred payment method registered as part of their user account. Payment methods include debit cards and all major credit cards (Visa, Mastercard, Discover, and American Express). Wyth will enable your payment of the applicable charges for services obtained through your use of the Wyth Platform. Charges will include applicable taxes where required by law. Charges may include other applicable fees, cancellation fees, and/or surcharges, including a $0.50 (Fifty cent) transaction fee for each payment processed with a credit card.
All charges and payments will be enabled by Wyth using the preferred payment method designated in your Account, after which you will receive a receipt. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Wyth may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Wyth.
If you think a correction should be made to any charge you incurred, you must let Wyth know in writing within 30 days after the charge took place or Wyth will have no further responsibility and you waive your right to later dispute the amounts charged.
Damage, Cleaning, Lost and Found, and Violation of Terms. Wyth may charge you a fee if, during your use of the Services, you have caused damage to a vehicle or property that requires repair or cleaning. The amount of such fee shall be determined, in Wyth’s sole discretion, based on the type of damage and the severity. Wyth reserves the right to verify or otherwise require documentation of damages prior to processing a fee. In the event that a repair or cleaning request is verified by Wyth in Wyth’s reasonable discretion, Wyth reserves the right to facilitate payment for the reasonable cost of such repair or cleaning using your payment method designated in your Account. Such amounts are non-refundable. Additionally, if you fail to comply with these Terms, you may be responsible for charges, including without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with these Terms.
5. Binding Arbitration Agreement
By consenting to the Terms of Service, you acknowledge and agree that you are required to resolve any claim that you may have against Wyth on an individual basis in arbitration as set forth in this Arbitration Agreement. By this agreement, you acknowledge that you are waiving your right to a trial by judge or jury, and you are waiving any right to assert or participate in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff, or joint action against Wyth.
A. Agreement to Binding Arbitration Between You and Wyth. You and Wyth agree that any dispute, claim or controversy in any way arising out of or relating to these Terms and prior versions of these Terms, your access to the Wyth Platform or use of any carpool or rideshare services at any time, any incidents or accidents resulting in personal injury that you allege occurred in connection with your use of carpool or rideshare services, or your relationship with Wyth, will be settled by binding arbitration between you and Wyth, and not in a court of law.
This Agreement survives after your relationship with Wyth ends. You acknowledge and agree that you and Wyth are each waiving the right to a trial by jury or to bring or to participate as a plaintiff or class member in any class, purported class, collective, coordinated, consolidated, or representative proceeding.
This Arbitration Agreement shall be binding upon any claims brought by you or on your behalf, including but not limited to your spouses, heirs, third-party beneficiaries, and assigns, where their underlying claims are in relation to your use of the Services. To the extent that any third-party beneficiary to this agreement brings claims against any party to the arbitration; those claims shall also be subject to this Arbitration Agreement.
B. Rules and Governing Law. The American Arbitration Association (“AAA”) shall preside over any claim brought by or against Wyth in compliance with this Agreement and in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect. The Arbitrator shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. You and Wyth agree that the arbitrator will decide any and all issues related to this Agreement.
The parties acknowledge that this Arbitration Agreement is a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings. The parties acknowledge that they are bound by the provisions of the FAA for all purposes, and that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. In the event the FAA and AAA Rules do not apply to a particular issue before the Arbitrator, that issue shall be resolved according to the laws of the State of Illinois.
C. Notice of intent to proceed to arbitration. Prior to initiating an arbitration, you and Wyth each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice of the dispute must include the party’s name, contact information, a description of the dispute, any proof that the party intends to provide in support of the alleged dispute, and a detailed description of the relief sought. Notice to Wyth must be sent to LegalNotice@GoWyth.com. Neither party shall initiate arbitration until 30 days after the notice is sent, and all parties agree to use this 30-day period to engage in good faith efforts to try to resolve any alleged dispute. To facilitate these efforts, both parties agree that the statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this required resolution process.
After service of notice and the passage of the required 30-day waiting period, either party may choose to initiate arbitration by serving a written Demand for Arbitration and file the Demand with AAA as specified in the AAA Rules. Any party seeking to initiate an arbitration against Wyth must serve Wyth through its registered agent. The Arbitrator will be selected by the parties from the AAA’s National Roster of Arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
D. Location for Arbitration. Unless you and Wyth otherwise agree, the arbitration will be conducted in the county of the state where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Wyth submit to the Arbitrator, unless you request a hearing, or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
E. Arbitrator’s Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration, you may seek an award of attorneys’ fees and expenses to the extent permitted under applicable law.
F. Fees. The responsibility for you to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
G. Severability and Survival. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
6. Disclaimers; Limitation of Liability; Indemnity.
A. Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WYTH DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WYTH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
B. Limitation of Liability. WYTH SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF WYTH, EVEN IF WYTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WYTH SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES OR ANY RELATIONSHIP BETWEEN USERS, EVEN IF WYTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WYTH SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND WYTH’S REASONABLE CONTROL.
WYTH SHALL NOT BE IN BREACH OF THE TERMS OF SERVICE NOR LIABLE FOR FAILURE OR DELAY IN PERFORMING OBLIGATIONS, IF SUCH FAILURE OR DELAY RESULTS FROM EVENTS, CIRCUMSTANCES OR CAUSES BEYOND WYTH’S REASONABLE CONTROL. THIS INCLUDES, WITHOUT LIMITATION, NATURAL DISASTERS OR ACTS OF GOD; ACTS OF TERRORISM; LABOR DISPUTES OR STOPPAGES; WAR; GOVERNMENT ACTION; EPIDEMIC OR PANDEMIC; CHEMICAL OR BIOLOGICAL CONTAMINATION; STRIKES, RIOTS, OR ACTS OF DOMESTIC OR INTERNATIONAL TERRORISM; QUARANTINES; NATIONAL OR REGIONAL EMERGENICES; OR ANY OTHER CAUSE, WHETHER SIMILAR TO THE FOREGOING CAUSES OR OTHERWISE, PROVIDED SUCH CAUSE IS BEYOND WYTH’S CONTROL. IF THIS FORCE MAJEURE CLAUSE IS TRIGGERED, ALL SERVICE DATES AFFECTED SHALL BE TOLLED FOR THE DURATION OF THE EVENT, AND SUCH OBLIGATIONS SHALL BE RESCHEDULED, AND NOT CANCELED, AS SOON AS PRACTICABLE AFTER THE FORCE MAJEURE CONDITION CEASES TO EXIST.
THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, WYTH’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON WYTH’S CHOICE OF LAW PROVISION SET FORTH BELOW.
C. Indemnity. You agree to indemnify and hold Wyth and its affiliates and their officers, directors, employees, contractors, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services provided through the Wyth Platform; (ii) your breach or violation of any of these Terms; (iii) Wyth’s use of your User Content; or (iv) your violation of the rights of any other users.
7. Miscellaneous
A. Choice of Law and Forum. This Agreement shall be governed by the laws of the State of Illinois, United States without regard to conflict of law principles, with the exception of any claims, disputes or causes of action that are covered by the Arbitration provisions contained in section 5. This choice of law provision applies only to the interpretation of these Terms and is not intended to create any other substantive right to residents of any state, territory or jurisdiction other than Illinois to assert claims under Illinois law or bring claims in Illinois courts whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 5 of these Terms, are only intended to specify the use of Illinois law to interpret these Terms, and these provisions shall not be interpreted as generally extending Illinois law to you if you do not otherwise reside in Illinois.
Except as noted below, the location and jurisdiction for the resolution of any claim related to this agreement shall be the State Courts of Cook County, State of Illinois. Each party expressly submits and consents in advance to such jurisdiction and waives any objection based upon lack of personal jurisdiction, improper venue or forum non-conveniens. Notwithstanding the foregoing, claims resolved through arbitration shall be governed by the terms in Section 5. Any claim arising out of or relating to incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Services shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.
B. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that specific provision will be deemed null and void, but the remaining provisions of this Agreement shall remain in effect.
C. Waiver. The waiver by Wyth of any breach of any provision contained in this Agreement shall not be deemed to be a waiver of such provision or any subsequent breach of the same or any other provisions contained in this Agreement.
D. Claims of Copyright or Trademark Infringement. If you believe your copyright or trademark rights are being infringed through Wyth’s Services, you may submit a written complaint to Wyth at: LegalNotice@GoWyth.com. Wyth will investigate the complaint and respond as expeditiously as possible. Your notice should include:
1. Your name, company name (if applicable), and relationship to the copyright or trademark owner.
2. A description of the copyrighted or trademarked work you believe has been infringed, including, if applicable, registration numbers, the jurisdiction(s) in which the work is registered or used, and proof of ownership such as a copy of the registration certificate. If multiple works are implicated, you may provide a representative list of works that you claim have been infringed.
3. A description of the material you claim is infringing your copyright or trademark rights, including the name and contact information of the alleged infringer, if known. The description should provide reasonably sufficient detail to allow Wyth to locate the allegedly infringing material.
4. An explanation of why you believe your rights have been infringed and the action you want Wyth to take.
5. Your contact information, including email, phone number and mailing address.
6. A statement indicating your good faith belief that use of the material, as you have described, is not authorized by the owner, the designated agent, or by law.
7. A statement indicating that the information in your complaint is accurate, true and complete and, under penalty of perjury, you are the owner or are authorized to act on behalf of the owner whose rights are allegedly being infringed.
8. Your full legal name and electronic or physical signature.
E. Notice. Wyth may give notice by means of a general notice on or through the Services, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. If notice is sent via USPS, notice shall be deemed as given 2 days after postmark. For notice sent in all other manner, notice is deemed given at the time of sending. You may give notice to Wyth by email at: LegalNotice@GoWyth.com, or by submitting written notice to any registered agent authorized to receive notice on its behalf. Notice is deemed given when received by Wyth or its registered agent; provided, however, the LegalNotice@GoWyth.com mailbox may not be used to effect services of process. Wyth will not agree to service of process via this email address, nor does Wyth waive any defenses to service of process, nor does Wyth consent to appear in any jurisdiction based on any communication sent to this email address.
F. Assignment. You may not assign these Terms without Wyth’s prior written approval. Wyth may assign these Terms without your consent: (i) in connection with the conversion of Wyth to a corporation (ii) to a subsidiary or affiliate; (ii) to an acquirer of Wyth’s equity, business or assets; or (iii) to a successor by merger. Any attempted assignment by you in violation of this section shall be void.
G. Relationship between You and Wyth. This Agreement does not create any joint venture, partnership, employment, or agency relationship between you and Wyth.
Updated March 11, 2022
