Terms of Service

Last Updated: August 24, 2026

These Terms of Service ("Terms") govern access to and use of the websites, software, applications, tools, integrations, APIs, document conversion tools, artificial intelligence features, client portals, and related services provided by Wesley AI Inc. ("Wesley," "we," "us," or "our"), including the Wesley accounting platform (collectively, the "Service").

These Terms constitute a legally binding agreement between Wesley and the individual or entity accessing or using the Service ("Customer," "you," or "your").

IMPORTANT: THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AN INDEMNIFICATION OBLIGATION, AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY.

1. Acceptance and Authority

By creating an account, clicking a button or checking a box indicating acceptance, purchasing or subscribing to the Service, executing an order that references these Terms, or otherwise accessing or using the Service after being presented with these Terms, you agree to be bound by them.

If you are accepting these Terms on behalf of a company, accounting firm, bookkeeping firm, professional practice, or other organization, you represent and warrant that you have authority to bind that organization. In that case, "Customer," "you," and "your" refer to that organization.

The Service is intended for business and professional use and not for personal, family, or household use. You must be at least 18 years old and legally capable of entering into a binding agreement.

If you do not agree to these Terms, you may not access or use the Service.

2. Orders and Additional Agreements

Customer may purchase the Service through an online subscription, quote, order form, statement of work, or other ordering document accepted by Wesley (each, an "Order").

An Order may specify subscription plans, fees, billing frequency, user or member quantities, services, implementation terms, or other commercial terms.

If Wesley and Customer have entered into a separately signed master services agreement, enterprise agreement, data processing addendum ("DPA"), or other written agreement, that agreement will control to the extent it expressly conflicts with these Terms.

Unless an Order expressly states otherwise, these Terms apply to all Services provided by Wesley.

3. The Service

Wesley provides software and technology for accounting and bookkeeping workflows, which may include transaction intake, data extraction, categorization, reconciliation, reporting, document processing, journal entries, workflow management, client collaboration, financial integrations, artificial intelligence assistance, automation, migration tools, and related functionality.

Wesley may add, modify, improve, limit, replace, suspend, or discontinue features of the Service from time to time.

Unless expressly stated in an Order or separate service level agreement, Wesley does not guarantee that any particular feature, integration, functionality, or third-party connection will remain available for any particular period.

Statements regarding future products, features, integrations, functionality, release dates, or product roadmaps are informational only and do not create contractual obligations. Customer agrees that its purchase of the Service is not dependent on delivery of any future functionality.

4. License and Access Rights

Subject to Customer's compliance with these Terms and payment of applicable fees, Wesley grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Service for Customer's internal business purposes and for providing services to Customer's clients.

This right does not transfer ownership of the Service or any Wesley intellectual property to Customer.

Customer may permit its employees, contractors, and other authorized users to access the Service within the scope of Customer's subscription. Customer is responsible for all use of the Service through its accounts and for ensuring that its authorized users comply with these Terms.

5. Accounts, Administrators, and Security

Customer is responsible for:

  1. providing accurate account information;
  2. maintaining the confidentiality and security of account credentials;
  3. configuring appropriate access permissions;
  4. promptly removing access for users who are no longer authorized;
  5. using reasonable security measures, including multi-factor authentication where available;
  6. promptly notifying Wesley of known or suspected unauthorized access; and
  7. all activity occurring through Customer's accounts unless caused solely by Wesley's breach of its own security obligations.

Organization administrators may manage users, permissions, client workspaces, and Customer Data associated with the organization.

Customer is responsible for determining which employees, contractors, clients, and other persons should have access to particular information.

Wesley is not responsible for losses resulting from Customer's failure to maintain appropriate account security or access controls.

6. Customer's Clients and Professional Responsibilities

The Service is designed primarily as a technology platform for accounting firms, accountants, bookkeepers, and other professionals.

Wesley is a software provider. Wesley is not acting as Customer's accountant, certified public accountant, auditor, tax preparer, attorney, investment adviser, financial adviser, fiduciary, or other professional adviser solely by providing the Service.

Unless Wesley separately agrees in writing to provide a specific professional service, Wesley does not:

  • determine the appropriate accounting treatment for a transaction;
  • provide tax, legal, investment, audit, attestation, or financial advice;
  • prepare or file tax returns on Customer's behalf;
  • guarantee compliance with GAAP, tax law, professional standards, or other accounting requirements;
  • assume Customer's professional obligations to its clients; or
  • independently verify the accuracy or completeness of Customer's books, records, filings, reports, or source documents.

Customer is solely responsible for the professional services it provides to its clients.

This includes responsibility for reviewing source documents, determining accounting treatment, reviewing and approving transactions and journal entries, reconciling accounts, validating financial reports, maintaining required records, meeting filing and payment deadlines, obtaining client approvals, and complying with applicable professional standards and laws.

Wesley is not engaged by Customer's clients and does not owe Customer's clients any professional or fiduciary duty merely because their information is processed through the Service.

Customer may not represent that Wesley has audited, certified, approved, or independently verified Customer's accounting work or client deliverables unless Wesley has expressly agreed otherwise in writing.

7. Artificial Intelligence and Automated Features

The Service may use artificial intelligence, machine learning, optical character recognition, rules, statistical models, and other automated technologies ("AI Features") to generate suggestions, classifications, extracted data, reports, reconciliations, messages, explanations, journal entries, or other results ("Output").

Customer acknowledges that AI Features are probabilistic and may produce Output that is inaccurate, incomplete, outdated, inconsistent, or otherwise unsuitable for a particular purpose.

Output may incorrectly categorize transactions, extract information, identify transfers, match transactions, interpret documents, calculate amounts, or make other mistakes.

Customer must independently review and validate Output before posting it to accounting records, providing it to a client, relying on it for a financial decision, submitting it to a government authority, using it for tax preparation, or otherwise treating it as final.

Customer is responsible for determining whether Output is appropriate for Customer's particular facts, accounting policies, professional obligations, and applicable laws.

Wesley does not warrant the accuracy, completeness, reliability, or regulatory compliance of AI-generated Output.

Similar or identical Output may be generated for other users. Wesley does not represent that AI-generated Output is unique, protectable by intellectual property laws, or free from third-party rights.

8. Financial Data, Bank Feeds, and Integrations

The Service may allow Customer to connect banks, payment processors, accounting platforms, commerce platforms, payroll systems, document storage services, or other third-party services.

Customer authorizes Wesley and its applicable service providers to access, retrieve, process, store, and transmit information from such services as necessary to provide requested functionality.

Customer represents that it has all rights, authorizations, and permissions necessary to establish and use each connection.

Customer acknowledges that information received from banks and other third parties may be delayed, incomplete, duplicated, incorrectly formatted, unavailable, or inaccurate.

Customer is responsible for reconciling information obtained through the Service against authoritative source records such as bank statements and other original documentation.

Wesley is not responsible for errors, losses, missed transactions, duplicate transactions, delays, outages, access restrictions, or changes caused by third-party services.

9. Data Migration and Imports

Wesley may provide tools or assistance for importing or migrating information from QuickBooks, spreadsheets, accounting software, financial institutions, or other sources.

Migration and import processes may involve converting data between different formats and accounting structures. Certain data, metadata, relationships, historical details, or functionality may not be supported or may not transfer identically.

Customer is responsible for reviewing migrated data, opening balances, charts of accounts, transaction histories, reports, reconciliations, and other migrated information before relying on it.

Any migration assistance provided by Wesley does not constitute an audit, accounting review, attestation, or certification of the migrated data.

Wesley is not responsible for errors or omissions contained in source data or caused by limitations, corruption, incompatibility, or export behavior of third-party systems.

10. Customer Data

"Customer Data" means information, documents, records, files, financial information, transaction information, client information, personal information, and other content submitted to, uploaded to, transmitted through, or connected to the Service by or on behalf of Customer.

As between Wesley and Customer, Customer retains ownership of Customer Data.

Customer grants Wesley a worldwide, non-exclusive right to host, copy, process, transmit, display, access, and otherwise use Customer Data as reasonably necessary to:

  • provide the Service;
  • perform Customer-requested processing;
  • provide support;
  • maintain and secure the Service;
  • detect and prevent fraud, abuse, and security incidents;
  • troubleshoot technical issues; and
  • comply with applicable law.

Customer represents and warrants that it has all rights, permissions, notices, consents, and legal bases necessary for Wesley to process Customer Data as contemplated by these Terms.

This includes appropriate authority from Customer's clients and other individuals whose data Customer submits to the Service.

Customer is responsible for the legality, quality, accuracy, and integrity of Customer Data.

11. Use of Data for Service Improvement

Wesley may collect technical, operational, diagnostic, usage, performance, and telemetry information relating to operation of the Service.

Wesley may also create aggregated or de-identified information derived from use of the Service, provided that such information does not reasonably identify Customer or Customer's clients.

Wesley may use such information for analytics, security, benchmarking, product development, service improvement, and other legitimate business purposes.

Wesley does not use Customer financial data to train public or general-purpose AI models.

Additional information regarding personal information and data processing is described in Wesley's Privacy Policy and, where applicable, a DPA between Wesley and Customer.

12. Privacy and Security

Wesley will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

However, no internet-based service, data transmission, or electronic storage system can be guaranteed to be completely secure.

Customer acknowledges and accepts the risks inherent in transmitting and storing information electronically.

Wesley may use subprocessors and third-party service providers to operate the Service, including providers of hosting, databases, authentication, financial connectivity, payment processing, communications, analytics, and artificial intelligence services.

If a DPA applies to Customer's use of the Service, the DPA will govern the processing of personal data to the extent specified in that agreement.

Wesley's Privacy Policy describes Wesley's privacy practices. Unless expressly stated otherwise, the Privacy Policy does not create contractual rights or obligations beyond those imposed by applicable law.

13. Data Retention, Export, and Deletion

Customer is responsible for maintaining copies of records necessary to satisfy Customer's legal, tax, professional, contractual, and record-retention obligations.

Customer should not rely on Wesley as Customer's sole backup or archival system.

During an active subscription, Customer may export available Customer Data using functionality provided by the Service.

Upon expiration or termination of Customer's account, Wesley may restrict Customer's access to the Service.

Customer should export required information before terminating its account.

Following termination, Wesley may retain and subsequently delete Customer Data in accordance with Wesley's data retention practices, applicable law, backup procedures, and any applicable DPA.

Except where required by law or expressly agreed in writing, Wesley has no obligation to retain Customer Data indefinitely following termination.

Customer acknowledges that deleted Customer Data may remain temporarily in backups, logs, or disaster recovery systems until those systems are overwritten or expire according to Wesley's normal retention processes.

14. Confidentiality

Each party may receive non-public information from the other party that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information").

Customer Data is Customer's Confidential Information.

Wesley's non-public technology, software, security information, pricing information, product plans, and technical documentation are Wesley's Confidential Information.

The receiving party will use Confidential Information only as necessary to perform or exercise its rights under the parties' agreement and will take reasonable measures to protect it from unauthorized disclosure.

Confidential Information does not include information that the receiving party can demonstrate:

  1. was lawfully known without restriction before disclosure;
  2. becomes publicly available through no breach by the receiving party;
  3. is received lawfully from a third party without confidentiality obligations; or
  4. is independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information to employees, contractors, professional advisers, and service providers who need access and are subject to confidentiality obligations.

A party may also disclose Confidential Information where required by law, subpoena, or court order, subject to legally permitted notice to the other party.

15. Acceptable Use

Customer will not, and will not permit others to:

  • use the Service in violation of applicable law;
  • use the Service for fraudulent, deceptive, abusive, or unlawful activity;
  • upload content that Customer does not have the right to use;
  • infringe intellectual property, privacy, confidentiality, or other rights;
  • attempt to gain unauthorized access to accounts, systems, networks, or data;
  • circumvent authentication, permissions, rate limits, usage controls, or security mechanisms;
  • introduce malware, ransomware, viruses, malicious code, or harmful content;
  • interfere with the integrity, availability, or performance of the Service;
  • scrape, crawl, or extract data from the Service through unauthorized automated means;
  • reverse engineer, decompile, disassemble, or attempt to derive source code or underlying models from the Service except to the limited extent such restriction is prohibited by law;
  • copy or reproduce substantial portions of the Service;
  • use the Service or Output to develop, train, benchmark, or improve a competing product or artificial intelligence model without Wesley's written permission;
  • resell, sublicense, rent, lease, or provide the Service to third parties except as expressly permitted under Customer's subscription;
  • share individual user credentials among multiple persons in order to avoid applicable subscription fees; or
  • publish performance tests or security testing results concerning the Service without Wesley's prior written consent.

Wesley may investigate suspected violations and may suspend or restrict access where reasonably necessary to protect Wesley, Customer, other users, third parties, or the security and integrity of the Service.

16. Intellectual Property

Wesley and its licensors own all rights, title, and interest in and to the Service, including software, code, algorithms, interfaces, designs, workflows, documentation, models, trademarks, logos, databases, technology, and all improvements and derivative works thereof.

Except for the limited rights expressly granted under these Terms, no rights are granted to Customer.

If Customer provides suggestions, recommendations, ideas, feedback, feature requests, or other input regarding the Service ("Feedback"), Customer grants Wesley a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable right to use, modify, commercialize, and otherwise exploit that Feedback without restriction or compensation.

17. Third-Party Services

The Service may contain links to, depend upon, or integrate with third-party products and services.

Wesley does not control and is not responsible for third-party services.

Third-party services may change their APIs, functionality, pricing, access policies, security practices, availability, or terms without notice to Wesley.

Customer's use of a third-party service may be governed by a separate agreement between Customer and that third party.

Wesley makes no warranties regarding third-party services and is not liable for acts, omissions, outages, security incidents, inaccuracies, data loss, or other conduct of third-party providers.

If a third-party provider discontinues or restricts functionality required for an integration, Wesley may modify or discontinue the affected integration without liability.

18. Beta, Preview, and Experimental Features

Wesley may make beta, preview, experimental, early-access, or evaluation features available from time to time.

Such features may be incomplete, unstable, inaccurate, or subject to material change.

Beta and preview features are provided "AS IS" and may be modified or discontinued at any time.

Unless Wesley expressly agrees otherwise in writing, Wesley has no support, availability, security, data retention, or service level obligations for beta or preview features.

Customer uses such features at its own risk.

19. Fees, Billing, and Taxes

Customer agrees to pay all fees specified in the applicable Order, checkout page, pricing plan, or subscription.

Unless otherwise stated:

  1. subscription fees are charged in advance;
  2. fees are stated in U.S. dollars;
  3. payment obligations are non-cancelable during a committed subscription term;
  4. fees are non-refundable except as expressly stated in these Terms or required by applicable law; and
  5. unused portions of a subscription are not refundable or creditable.

Customer authorizes Wesley and its payment processor to charge the payment method associated with Customer's account for all amounts due.

If payment fails or an amount becomes overdue, Wesley may retry the payment method, request another payment method, suspend access, or take other reasonable collection measures.

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Customer is responsible for reasonable costs incurred by Wesley in collecting undisputed overdue amounts.

Fees do not include taxes. Customer is responsible for applicable sales, use, value-added, withholding, or similar taxes associated with its purchase, excluding taxes based on Wesley's net income.

Customer must notify Wesley of a good-faith billing dispute within 30 days after the applicable charge or invoice.

20. Subscription Renewal and Cancellation

Unless otherwise specified in an Order, paid subscriptions automatically renew for successive periods equal to the initial subscription period until canceled.

For example, monthly subscriptions generally renew monthly and annual subscriptions generally renew annually.

Customer authorizes Wesley to charge applicable renewal fees to Customer's payment method.

Customer may cancel a subscription through available account settings or by contacting Wesley support.

Cancellation becomes effective at the end of the then-current paid subscription period unless otherwise required by law or agreed in writing.

Except where required by applicable law, cancellation does not entitle Customer to a refund or credit for amounts already paid.

Wesley may change subscription pricing by providing reasonable advance notice. Unless otherwise stated, pricing changes will apply beginning with Customer's next renewal after the effective date of the change.

Promotional, discounted, trial, or introductory pricing may automatically convert to the then-applicable paid pricing disclosed to Customer when the promotional period expires.

21. Suspension and Termination

Wesley may suspend or restrict access to the Service if:

  • Customer fails to pay amounts when due;
  • Customer materially breaches these Terms;
  • Customer's use creates a security, legal, or operational risk;
  • Wesley reasonably suspects fraudulent or unlawful activity;
  • suspension is required by law or a governmental authority; or
  • suspension is reasonably necessary to prevent harm to Wesley, Customer, other users, or third parties.

Where reasonably practicable, Wesley will provide notice and an opportunity to cure before suspension.

Wesley may terminate Customer's account immediately for a material breach that cannot reasonably be cured, repeated violations, fraudulent activity, unlawful use, or serious security abuse.

Wesley may discontinue the Service generally upon reasonable notice. If Wesley terminates a prepaid paid subscription solely because Wesley permanently discontinues the applicable Service and not because of Customer's breach, Wesley's sole obligation will be to refund the unused portion of prepaid subscription fees for the discontinued period.

Upon termination, Customer's right to access and use the Service ends.

Termination does not relieve Customer of amounts owed for periods before the effective date of termination or other obligations intended to survive termination.

22. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, AI FEATURES, OUTPUT, DOCUMENTATION, INTEGRATIONS, SUPPORT, MIGRATION SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."

WESLEY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND QUIET ENJOYMENT.

Wesley does not warrant that:

  • the Service will be uninterrupted or error-free;
  • all defects will be corrected;
  • the Service will meet Customer's particular requirements;
  • Customer Data will never be lost or corrupted;
  • third-party integrations will remain available;
  • financial information received through third parties will be complete or accurate;
  • Output will be correct or suitable for reliance;
  • use of the Service will ensure compliance with accounting, tax, legal, regulatory, or professional requirements; or
  • use of the Service will prevent fraud, accounting errors, tax liabilities, penalties, or other losses.

Customer assumes responsibility for selecting the Service for its intended use and for the results obtained from using the Service.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WESLEY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR SIMILAR DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.

This exclusion includes, without limitation:

  • lost profits, revenue, business, savings, or opportunities;
  • business interruption;
  • loss of goodwill or reputation;
  • loss, corruption, or reconstruction of data;
  • cost of substitute products or services;
  • missed tax, filing, reporting, payment, or other deadlines;
  • taxes, interest, penalties, fines, or assessments;
  • losses resulting from inaccurate accounting treatment or financial reports;
  • claims, refunds, reimbursements, or damages demanded by Customer's clients; and
  • professional malpractice or similar claims arising from Customer's services to its clients.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WESLEY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, OR THE RELATIONSHIP BETWEEN THE PARTIES WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO WESLEY FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

If Customer has not paid Wesley for the applicable Service, Wesley's total aggregate liability will not exceed US$100.

These limitations apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statute, or otherwise, and even if Wesley has been advised of the possibility of damages.

Multiple claims or incidents will not increase the liability cap.

These limitations are an essential basis of the bargain between Customer and Wesley and apply even if a limited remedy fails of its essential purpose.

Nothing in these Terms excludes liability that cannot legally be excluded or limited under applicable law.

The limitations in this Section do not limit Customer's payment obligations, indemnification obligations, or liability arising from Customer's unauthorized use of Wesley intellectual property or intentional violation of the restrictions in these Terms.

24. Indemnification

Customer will defend, indemnify, and hold harmless Wesley and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against third-party claims, demands, proceedings, damages, judgments, settlements, penalties, losses, liabilities, costs, and reasonable attorneys' fees arising out of or relating to:

  1. Customer Data;
  2. Customer's breach of these Terms;
  3. Customer's violation of applicable law;
  4. Customer's infringement or violation of a third party's rights;
  5. Customer's professional accounting, bookkeeping, tax, advisory, or other services;
  6. a claim by Customer's client relating to Customer's acts, omissions, decisions, reports, accounting treatment, filings, advice, or other professional services;
  7. Customer's failure to review or validate AI-generated or automated Output before relying on it;
  8. Customer's failure to obtain necessary client permissions, consents, or authorizations; or
  9. misuse of the Service by Customer or its authorized users.

Wesley will provide reasonable notice of an indemnified claim.

Customer may control the defense with counsel reasonably acceptable to Wesley, provided that Customer may not settle a claim in a manner that admits wrongdoing by Wesley, imposes obligations on Wesley, or restricts Wesley's operations without Wesley's prior written consent.

Wesley may participate in the defense with counsel of its choice at its own expense.

25. Dispute Resolution and Binding Arbitration

25.1 Informal Resolution

Before commencing formal proceedings, a party must provide written notice describing the dispute and requested relief.

The parties will attempt in good faith to resolve the dispute informally for at least 30 days after receipt of the notice.

25.2 Binding Arbitration

Except for matters described below, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between Customer and Wesley will be resolved by binding arbitration rather than in court.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Arbitration will be administered by the American Arbitration Association ("AAA") under its applicable Commercial Arbitration Rules, except where applicable law requires otherwise.

The arbitration will be conducted by one arbitrator in English.

Unless the parties agree otherwise or the arbitrator requires an in-person hearing, proceedings may be conducted by telephone, video conference, or written submissions.

25.3 Individual Proceedings Only

CUSTOMER AND WESLEY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

25.4 Exceptions

Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights, confidential information, account or system security, or prevent unauthorized access or misuse.

Either party may also bring an individual claim in small claims court if the claim qualifies.

25.5 Jury Trial Waiver

TO THE EXTENT A DISPUTE IS PERMITTED TO PROCEED IN COURT RATHER THAN ARBITRATION, CUSTOMER AND WESLEY EACH WAIVE THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

25.6 Time Limit for Claims

To the maximum extent permitted by law, any claim arising out of or relating to the Service or these Terms must be commenced within one year after the claim accrued. Otherwise, the claim is permanently barred.

26. Governing Law and Venue

These Terms and any dispute not subject to arbitration are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

Subject to the arbitration provisions above, the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Service, and each party consents to personal jurisdiction and venue in those courts.

27. Export Controls and Sanctions

Customer may not access or use the Service in violation of United States export control, trade sanctions, or other applicable trade laws.

Customer represents that it is not prohibited from receiving the Service under applicable sanctions or export restrictions.

28. Force Majeure

Wesley will not be liable for delay, interruption, or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, pandemic, war, terrorism, civil unrest, governmental actions, labor disputes, internet or telecommunications failures, electrical outages, cloud infrastructure failures, third-party service outages, banking network interruptions, cyberattacks, denial-of-service attacks, or similar events.

29. Electronic Communications and Notices

Customer agrees that Wesley may provide notices and other communications electronically, including by email, through the Service, or by posting notices within Customer's account.

Customer is responsible for maintaining a current email address associated with its account.

Legal notices to Wesley may be sent to support@wesley-ai.co with the subject line "Legal Notice."

30. Changes to These Terms

Wesley may update these Terms from time to time.

If Wesley makes a material change, Wesley may provide notice by email, through the Service, or by another reasonable method.

Unless otherwise stated, material changes will become effective on the date specified in the notice.

Customer's continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms.

Changes to these Terms will not retroactively alter the contractual rules applicable to a dispute that arose before the effective date of the change where applicable law prohibits such retroactive modification.

If Customer does not agree to updated Terms, Customer must stop using the Service and cancel its subscription in accordance with the applicable cancellation terms.

31. Assignment

Customer may not assign or transfer these Terms, an Order, or its rights or obligations relating to the Service without Wesley's prior written consent.

Wesley may assign or transfer these Terms or any related agreement to an affiliate or in connection with a merger, reorganization, financing, acquisition, sale of assets, change of control, or similar transaction.

Any prohibited assignment is void.

32. No Agency or Fiduciary Relationship

Nothing in these Terms creates a partnership, joint venture, franchise, employment, fiduciary, agency, or similar relationship between Wesley and Customer.

Neither party has authority to bind the other except as expressly agreed in writing.

33. No Third-Party Beneficiaries

These Terms are entered into solely for the benefit of Wesley and Customer.

Except for Wesley parties expressly protected by the warranty disclaimers, indemnification provisions, and liability limitations, no third party is an intended beneficiary of these Terms.

In particular, Customer's clients are not third-party beneficiaries.

34. Waiver and Severability

A party's failure to enforce a provision of these Terms does not waive its right to enforce that provision later.

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

If any portion of the class action waiver is determined unenforceable with respect to a particular claim, that determination will not affect the enforceability of the arbitration agreement as to other claims to the maximum extent permitted by law.

35. Entire Agreement and Reliance

These Terms, together with applicable Orders and any separately executed agreements expressly incorporated into the parties' relationship, constitute the entire agreement between Customer and Wesley regarding the Service and supersede prior or contemporaneous discussions, representations, proposals, and agreements regarding the same subject matter.

Customer acknowledges that it has not relied on oral statements, demonstrations, forecasts, sales discussions, product roadmaps, or representations regarding future functionality except to the extent expressly included in a written agreement signed by Wesley.

36. Survival

Provisions that by their nature should survive termination will survive, including provisions concerning accrued payment obligations, Customer Data rights, intellectual property, confidentiality, warranty disclaimers, limitation of liability, indemnification, dispute resolution, and general legal terms.

37. Contact

Questions regarding these Terms may be directed to:

Wesley AI Inc.
Email: support@wesley-ai.co