Terms & Conditions

This website and any mobile application (collectively, this “Site”) is owned by Willio (“We”, “Us” or “Willio”, “ProSay”), and Willio is owned and operated by ProSay, Inc. and our affiliates (including officers, directors, employees, consultants, agents and representatives). ProSay, Inc. is a South Carolina corporation. “Services” refers to the Site and all services, forms, documents and templates provided by Willio. We are providing you with access to this Site and our online store (together, our “Services”) subject to the following terms and conditions.

“You" and “your” refer to each customer, visitor or user of any Services. If you access or use the Services on behalf of a company, organization, or other entity, then ( a ) “you” and “your” also refers to that entity, ( b ) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and ( c ) you agree to these Terms of Service on the entity’s behalf.

By browsing, accessing, using, registering for or purchasing merchandise on this Site or otherwise using our Services, you are agreeing to all of the following terms and conditions, including any policies referred to herein (collectively, these “Terms”). So, please read these Terms carefully. We reserve the right to change this Site and these Terms at any time. If you are unwilling to be bound by these Terms‚ you should not browse, access‚ use‚ register for or purchase merchandise from the Site.

You represent and warrant that you are at least 18 years old or visiting this Site under the supervision of a parent or guardian.

Willio Is Not a Law Firm and Does Not Provide Legal Advice

Willio is NOT a law firm and does not provide legal advice – at no point is there an attorney-client relationship formed between us. Rather, Willio is an online service that provides legal forms, legal information, and the storage of legal documents and other estate-related data. Our Services are meant to provide clarity and transparency during the estate planning and distribution process, i.e. to help clarify your wishes for those validating the contents of your will. Willio is not a substitute for the advice of an attorney. While Willio provides access to automated software that generates form or template documents, we do not review any of your documents or information for legal sufficiency or seek to apply the law to the facts of your individual situation. Nor are we able to draw legal conclusions, or provide legal advice, opinions, or recommendations about your legal rights, remedies, defenses, or options. Willio strives to keep the information and other resources available through our Services accurate and current, but cannot guarantee that it is correct, complete, or up to date. The law changes rapidly, may be subject to different interpretation by different courts, and may vary from jurisdiction to jurisdiction. As the law is a personal matter, no general form, tool, or resource can address every circumstance. If at any time you need legal advice for a specific problem, you should consult a licensed attorney in your area. As such, by using our Services, you explicitly acknowledge and agree with the below:

• Willio is an online service that provides access to automated “fill in the blank” templates and the generation of form documents. Willio is not a law firm and does not provide legal advice. There is no attorney-client relationship formed between you and Willio (and/or any of Willio’s directors, officers, employees, advisors, contractors, agents, or affiliates) at any time. Any information you choose to provide to us is not protected under the attorney-client privilege, and the documents generated using Willio’s Services are not considered attorney work-product.
• Willio’s Services are not a substitute for the advice of an attorney. Depending on the circumstances, your personal situation may involve difficult or complex questions of fact or law that require consultation with an attorney. Willio is incapable of – and not responsible for – identifying the situations in which legal representation may be recommended or necessary for planning your estate. It is your obligation and responsibility to determine whether to seek legal advice from an attorney.
• Though Willio’s Services allow you to generate “fill in the blank” form legal documents, you are solely responsible for verifying the accuracy of the information that you provide and reviewing the documents that are generated for accuracy and completeness. You are also responsible for properly executing the legal documents you create. Without proper execution (in accordance with the laws of your applicable jurisdiction), your documents may not be legally valid or enforceable. Willio is not responsible for following up, checking on your progress, or ensuring that you have properly executed your documents. There are items contained in the documents which require you to make certain choices by initialing next to your desired choice. Willio is unable to make sure that you select the options and you are solely responsible for reviewing and completing your documents.
• Due to the constantly changing nature of the law and the variance in the laws of different jurisdictions, Willio cannot guarantee that the information or documents provided through our Services is current or correct, or will be enforceable or valid in all states. You are solely responsible for determining whether the documents you create and/or generate through Willio’s Services are in compliance with the laws, regulations, and rules of your applicable jurisdiction.
• Your nominations for Legal Guardian(s) and Executor(s) must be approved by the court. Though your choices may be given consideration and deference, it is ultimately the court that will determine who to appoint. It is up to you to determine whether your nominations meet the requirements for court approval and/or to seek legal advice as to how best make an appropriate nomination.
• The provisions contained within your estate planning documents may result in financial and/or tax consequences for your estate, including for your heirs, beneficiaries, representatives, and agents, as well as for those you nominate as executors and guardians. It is up to you to determine your rights and obligations under state and federal law, to determine whether to seek advice from a legal or tax professional regarding any financial and/or tax implications, and to inform any relevant third parties (i.e. your heirs, beneficiaries, representatives, agents, and nominated executors and guardians) of any potential rights or obligations. Willio does not – and cannot – provide financial or tax advice to you, or to your heirs, beneficiaries, representatives, agents, and nominated executors or guardians.

Privacy Policy

Our Privacy Policy, which also governs your visit to Our Site, can be found at https://app.willio.com/privacy. Please review our Privacy Policy for information on how we collect, use and share information about our users.

Use of This Site

Subject to your compliance with these Terms‚ We grant you a limited‚ non-exclusive‚ non-transferable‚ non-sublicensable license to access and make personal‚ non-commercial use of this Site. This license grant does not include: (a) any resale or commercial use of this Site or content therein; (b) the collection and use of any product listings or descriptions; (c) making derivative uses of this Site and its contents; or (d) use of any data mining‚ robots‚ or similar data gathering and extraction methods on this Site. You may not use‚ frame or utilize framing techniques to enclose any of our trademarks‚ logos‚ content or other proprietary information (including the images found at this Site‚ the content of any text or the layout/design of any page or form contained on a page) without our express written consent. Further‚ you may not use any meta tags or any other “hidden text” utilizing our name‚ trademark‚ or product name without Our express written consent. Any breach of these Terms shall result in the immediate revocation of the license granted in this paragraph without notice to you.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the homepage of this Site so long as the link does not portray Us or Our products or services in a false, misleading, derogatory, or otherwise offensive matter. This limited right may be revoked at any time. You may not use any of Our logos or other proprietary graphics or trademarks as part of the link without express written permission.

Account

In order to access some features of this Site‚ you may be required to register and we may assign to you, or you may be required to select, a password and user name or account identification. If you register‚ you agree to provide us with accurate and complete registration information‚ and to inform us immediately of any updates or other changes to such information.

Willio is only available to individuals domiciled in the United States or owning property in the U.S. Willio reserves the right to delete any account associated with a physical address or I.P. address which is not in the U.S. In general, Willio reserves the right to delete or suspend any suspicious account in its sole discretion.

You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify Us of any unauthorized use of your password or identification or any other breach or threatened breach of this Site's security. Each time you use a password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with these Terms, and We have no obligation to investigate the authorization or source of any such access or use of this Site. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND IDENTIFICATION ORIGINALLY SELECTED BY, OR ASSIGNED TO, YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.

IF YOU USE THIS SITE TO CREATE A DOCUMENT FOR ANOTHER PERSON IN A MANNER THAT MAY BE CONSIDERED ELDER ABUSE OR THE UNAUTHORIZED PRACTICE OF LAW UNDER ANY APPLICABLE STATE LAW, WILLIO WILL COOPERATE WITH LAW ENFORCEMENT AND/OR PROSECUTORS TO ASSIST IN THE PROSECUTION TO THE FULLEST EXTENT ALLOWED BY LAW.

Electronic Communication

When you use this Site, or send emails to Us, you are communicating with Us electronically. You consent to receive communications from Us electronically. We will communicate with you by e-mail or by posting notices on this Site or through our other services. You agree that all agreements, notices, disclosures and other communication that We provide to you electronically satisfy any legal requirements that such communications be in writing.

Subscriber Obligations.

You acknowledge and agree to the following:

How You Use the Service.

Subscriber Accounts. To use certain features of the Service, you must register for the Service and create an account (“Account”). When creating your Account, you agree to provide true, accurate, current, and complete information and to maintain and update your Account information as needed. You are responsible for implementing generally accepted security measures to protect your Account, including maintaining the confidentiality of your Account username and password and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your Account. You understand this means that you accept full liability and responsibility for your actions or the actions of anyone who uses the Service through your Account with or without your permission.If you have reason to believe that your Account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your username, password, or any credit, debit or charge card number), you agree to immediately notify Willio. You may be liable for the losses incurred by Willio or others due to any unauthorized use of your Account.

Administrator Accounts. The person who first completes the Service registration on behalf of any Subscriber is the initial “Administrator” for purposes of such Subscriber’s use of the Service and exercises certain options to determine the level of access, privacy, and security for the Service related to the Subscriber (“Administrator Account”). For example, the Administrator will determine who can be an authorized end user of the Service for the associated Subscribing Organization and the level of end user privileges. Each Administrator may designate other end users as additional and/or successor Administrators, each of whom hereby accepts Administrator responsibilities. Administrators are responsible for managing Accounts and assigning the appropriate level of privileges for each Account within your Subscribing Organization. Any person designated as the billing contact in the Service billing record for a Subscriber will be deemed to assume the rights and obligations of an Administrator. Administrator Accounts must comply in all respects with all terms and conditions applicable to Accounts. You agree that you are solely responsible for managing your Account and terminating credentials and access for any end users no longer authorized by you to use the Service. System Access. You may choose to allow Willio to automatically retrieve data from your system(s) or from systems or services provided by third parties on your behalf (collectively, the “Systems”). You hereby represent and warrant to Willio that you have all necessary consents, rights, permissions and authority to allow Willio to automatically access such System(s) and you hereby grant Willio permission to access such System(s) and retrieve Subscriber Data therefrom by indicating the same within your Account. Willio disclaims any and all liability associated with accessing and retrieving Subscriber Data from such System(s) on your behalf. In order to connect the Service with any third-party System to enable certain functionality of the Service, you hereby designate Willio as your agent and attorney-in-fact in connection with such System access and further authorize Willio to: (a) store your Subscriber Data relating to such System; (b) access such System using Subscriber Data you provide us; (c) use any materials you provide us in order to provide you the Service; (d) gather, transfer, handle and export from such System any Subscriber Data reasonably necessary for us to provide the Service to you; and (e) otherwise take any action in connection with such System as is reasonably necessary for us to provide the Service to you. You agree that those third-party System providers are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. IF AT ANY TIME YOU DO NOT HAVE ALL NECESSARY CONSENTS, RIGHTS, PERMISSIONS, AND AUTHORITY TO ALLOW WILLIO AUTOMATIC ACCESS TO SUCH SYSTEM(S), THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR ACCOUNT.

Compliance with Laws. You are solely responsible for, and agree to use the Willio Service, including all Features and functionalities, in accordance with all applicable federal, state, provincial, municipal or local government laws, statutes, rules, by-laws and regulations, and all applicable official rules, policies, notices, directives, orders, judgments and decrees of any Governmental Authority, as amended from time to time, (“Applicable Laws”) including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, Canada’s Personal Information Protection and Electronic Documents Act and equivalent provincial private-sector privacy legislation, Canada’s provincial health information privacy laws, Canada’s Telecommunications Act and the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules, Canada’s anti-spam legislation, Quebec’s Charter of the French Language and all other Applicable Laws and regulations concerning privacy, telecommunications, telemarketing, call recording, language translation, and the sending of email, text, and fax messages. You covenant and warrant that you shall ensure that all communications that you make using the Service will comply with all such Applicable Laws.

Consent to Send Texts, Emails, Fax, and Telephone Calls. You represent and warrant that you have obtained from the any person that you contact or cause to be contacted through the Service, including by telephone, email, text or fax message, all consents required under Applicable Law. You acknowledge and agree that you are solely in control of, and responsible for, the calls and email, text or fax messages you cause to be sent through the Service.

Minimum Specifications and Internet Connectivity. You are solely responsible for and agree to obtain and maintain computing devices, software, and internet access required to operate the Service in accordance with the terms of this Agreement and Applicable Law. The proper operation of the Service requires underlying software and an internet connection meeting minimum specifications. Willio has no obligation to provide full functionality of the Service if these minimum standards are not met.

Ownership; Proprietary Rights.

The Service is owned and operated by Willio. The visual interfaces, graphics, design, compilation, information, computer code, products, Software, Network, and all other elements of the Service provided by Willio, but expressly excluding any of the foregoing owned or licensed by and posted to the Service at the direction of end users (including without limitation Subscriber Data), (collectively “Willio Materials”) are protected by intellectual property laws and other Applicable Laws. Except for any technology licensed by Willio, which is owned by and provided by our third-party licensors, all Willio Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the sole and exclusive property of Willio or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Willio or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Willio Materials or the intellectual property rights therein or thereto. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Willio Materials.

Confidentiality.

For purposes of these Terms, “Confidential Information” means any non-public information provided by one party to the other party that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure, including, without limitation, with respect to Willio, the Willio Materials. Each party agrees that it shall take reasonable measures to protect against disclosure and unauthorized use of the Confidential Information of the other party; provided, however, that Willio may disclose your Confidential Information to employees, contractors, advisors and service providers who are required to know such Confidential Information in order to perform the Service. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. Upon termination of these Terms, each party will either return or, at the disclosing party’s request, destroy the Confidential Information of the other party; provided however, that each party may retain copies of the other’s Confidential Information for routine backup and archival purposes. The obligations set forth in this Section shall not apply to any information to the extent that it required to be disclosed by applicable legal authority provided that, if practicable, adequate notice and assistance is given by the receiving party to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure.

User Content

This Site may include features and functionality (“Interactive Features”) that allows users to create, post, transmit or store any content, such as text, music, sound, photos, video, graphics or code on the Sites ("User Content"). User Content is publicly-viewable and may include your profile information and any content you post pursuant to your profile, but it does not include your account information or information you submit in order to make a purchase. You agree that you are solely responsible for your User Content and for your use of Interactive Features, and that your use any Interactive Features at your own risk.

By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish or send through the Sites any of the following:

• User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
• User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law;
• User Content that displays, describes or encourages usage of any product We sell in a manner that could be offensive, inappropriate or harmful to Us or any user or consumer;
• User Content that may impinge upon or violate the publicity, privacy or data protection rights of others, including pictures, videos, images or information about another individual where you have not obtained such individual's consent;
• User Content that makes false or misleading statements, claims or depictions about a person, company, product or service;
• User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; and
• Viruses, malware of any kind, corrupted data or other harmful, disruptive or destructive files or code.

Rights in User Content

Except as otherwise provided in these Terms, on this Site or in a separate agreement with us, we claim no ownership or control over any User Content. However, by submitting or posting User Content on this Site, you grant to us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content on this Site and on third-party sites and mobile applications and in all other media or formats, whether currently known or hereafter developed, for any purpose and without any compensation to you. You also grant users of this Site the right to access your User Content in connection with their use of this Site.

By posting User Content to this Site, you represent and warrant that (a) such User Content is non-confidential; (b) you own and control all of the rights, title and interest in and to the User Content or you otherwise have all necessary rights to post and use such User Content to this Site and to grant to Us the rights that you grant in these Terms; (c) the User Content is accurate and not misleading or harmful in any manner; and (d) the User Content, and your use and posting thereof in connection with this Site, do not and will not violate these Terms or any other of Our applicable terms, guidelines or policies or any applicable law, rule or regulation.

Feedback

Separate and apart from User Content, you may have the ability to submit questions, comments suggestions, reviews, ideas, plans, designs, notes, proposals, drawings, original or creative materials and other information regarding this Site, Us and our products or services (collectively "Feedback"). You agree that Feedback is non-confidential and shall become Our sole property. We shall own exclusive rights, including all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Restrictions on Rights to Use

You agree you shall not (and you agree not to allow any other individual or entity using your password and identification to):

• download‚ modify‚ reproduce‚ adapt‚ translate‚ reverse engineer‚ create derivative works based upon‚ publicly display‚ sell‚ rent‚ license‚ or in any way commercially exploit any portion of this Site‚ except and to the extent expressly permitted under these Terms;
• remove any copyright‚ trademark or other proprietary rights notice contained in or on the Site;
• use any robot‚ spider‚ site search/retrieval application‚ or other device to retrieve or index any portion of this Site;
• collect any information about other users (including usernames and/or email addresses) for any purpose other than to solicit and/or share reviews with other users;
• reformat or frame any portion of any Web pages that are part of this Site;
• create user accounts by automated means or under false or fraudulent pretenses;
• create or transmit to other users unsolicited electronic communications‚ such as “spam‚” or otherwise interfere with other users’ enjoyment of the Site;
• submit to this Site any content that falsely states or implies that such content is sponsored or endorsed by us;
• transmit or upload to this Site any item containing or embodying any virus‚ worm‚ defect‚ malware‚ Trojan horse‚ software bomb or other feature designed to damage or degrade in any manner the performance of this Site‚ any other Web site‚ or any computer or other device or system‚ or the enjoyment of this Site by any user;
• use this Site to violate the security of or gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes);
• submit to this Site any content that is unlawful or facilitates‚ constitutes‚ promotes or encourages illegal activity; or otherwise use the Site to transfer or store illegal material‚ including any material deemed threatening or obscene;
• copy or store any User Content offered on this Site other than for your personal‚ non-commercial use;
• take any action that imposes‚ or may impose‚ in our sole discretion‚ an unreasonable or disproportionately large data or traffic load on this Site or the IT infrastructure used to operate and make this Site available; or
• use this Site and/ or any User Content‚ intentionally or unintentionally‚ to violate any applicable local‚ state‚ federal or international law.

We have no obligation to monitor any user conduct on this Site, and We reserve the right and have absolute discretion to monitor any user conduct on this Site at any time and for any reason without notice.

Ownership

As between you and Us‚ this Site‚ including all photographs‚ images‚ text‚ graphics‚ icons‚ audio clips‚ software‚ source code and other aspects thereof (excluding User Content)‚ all improvements or modifications thereof‚ all derivative works based thereon‚ and the collection‚ arrangement‚ and assembly of this Site (collectively, the “Site Content”)‚ including all copyrights‚ trademarks‚ and other intellectual property or proprietary rights in the foregoing‚ are owned by Us or our licensors and protected by applicable copyright laws.

The use of any of Our trademarks or service marks without our express written consent is strictly prohibited. You may not use our trademarks or service marks in connection with any product or service in any way that is likely to cause confusion. You may not use our trademarks or service marks in any manner that disparages or discredits us. You may not use any of our trademarks or service marks in meta tags without prior explicit consent. Nothing in these Terms shall be deemed to grant to you or any other user any license or right in or to any of Our patents‚ copyrights‚ trademarks‚ trade secrets or other proprietary rights.

Purchases on this Site

You agree that all of your transactions with or through this Site may, at Our option, be conducted electronically from start to finish. If We decide to proceed non-electronically, those transactions will still be governed by the remainder of these Terms unless you enter into different terms provided by us. You are responsible to print or make an electronic copy of these Terms and any other contract or disclosure that we are required to provide to you.

The risk of loss and title for items purchased by you on this Site pass to you upon our delivery of the items to the carrier pursuant to a shipment contract.

We charge sales tax for merchandise ordered on this Site based on the applicable state sales tax rate of the location to which the order is being shipped.

When We ship to you or per your directions to another person, you agree to pay the shipping and any handling charges shown on this Site when your order is placed. We reserve the right to increase, decrease and add or eliminate charges from time to time and without prior notice, so you agree to check all charges before placing an order or signing up for a service. Any shipping or handling charges may or may not reflect actual costs.

Only valid credit cards or other payment methods acceptable to us may be used. By submitting your order, you represent and warrant that you are authorized to use the designated card or method and authorize us to charge your order (including taxes, shipping, handling and any other amounts described on the Sites) to that card or other method. If the card (or other method) cannot be verified, is invalid, or is not otherwise acceptable, your order may be suspended or cancelled automatically.

Refunds claims will not be accepted if received after 15 day days from the purchase date. Refunds will not exceed the total purchase price. The total purchase price includes the price of the product plus sales tax. Claims must be made in writing and include account ID, name of user and description of reason for request.

Refunds can be given if: you are unable to receive the product due to a technical problem or the product’s quality is concluded to be diminished by the users incorrect inputs which could result because of misinterpreted inputs. We reserve the right to determine the product’s quality and require evidence to support claims.

We may take the following actions against a user that receives a refund for a product: Suspension or deletion of their Willio account. Deny new account creation.

Suspension will prevent individuals from viewing or editing content on the site. Users that have been suspended will be unable to login to their Willio account.

Deletion will result in the loss of all data that is associated with the account that is being deleted. This data includes all information that was collected by the website and all documents that were generated.

We attempt to be as accurate as possible and eliminate errors on this Site; however, We do not warrant that any product, service, description, photograph, pricing or other information is accurate, complete, reliable, current or error-free. In the event of an error, whether on this Site, in an order confirmation, in processing an order, delivering a product or service or otherwise, We reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any amount charged. Your sole remedy in the event of such error is to cancel your order and obtain a refund.

All items are subject to availability and We reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. All prices are subject to change without notice. We reserve the right to refuse or cancel any orders placed for products and/or services which the sale or use of such product and/or service in your state or jurisdiction is restricted or prohibited.

Payment Terms; Charges and Taxes.

You are responsible for paying any applicable fees as set forth on your Order and applicable local, state, provincial, territorial, federal and other taxes, including, but not limited to, sales, goods and services, use, value-added taxes, and harmonized sales tax or provincial sales tax, associated with the Service and your use of the Service, in a timely manner with a valid payment method. To the extent Willio is obligated to collect such taxes, the applicable tax will be added to your billing account. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made electronically by acceptable payment methods, which are limited to credit card or automated clearing house (ACH). You agree that we may charge your selected payment method for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, account number, routing number, or expiration date) and to notify Willio if your selected payment method is cancelled (e.g., for loss or theft). All fees and charges are nonrefundable (and there are no credits) except: (a) as expressly set forth herein; and/or (b) as required by Applicable Law.

You are responsible for all charges incurred under your Account made by you or anyone who uses your Account. All costs for phone usage, including, without limitation, any domestic or international calls or text messages, made through or via the Service, are your responsibility and you agree to cover all such costs. If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Notwithstanding any other provision in these Terms or an applicable Order, your Account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences with Willio; provided, however, that such notice will not affect charges submitted before Willio could reasonably act.

Willio reserves the right to change the amount of, or basis for determining, any fees or charges for the Service we provide, and to institute new fees, charges, or terms effective upon prior notice to our customers. You will receive notice of any fee change at least thirty (30) days before the scheduled date of the change. Failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription for the Service. Fees are due in advance and are not refundable in whole or in part; provided, however, you agree that certain charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.

You acknowledge that your subscription to the Service is subject to automatic renewals. You consent to automatic renewal of the Service every month or such other time period as is agreed upon in your Order, and you accept responsibility for all related recurring charges to your applicable payment method without further authorization from you and without further notice, unless required by law. You acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if there has been a change in the applicable fees.

There are no refunds for Service cancellations. For monthly subscriptions, you must cancel your subscription within the Service at least seven (7) business days prior to the first day of the next month to avoid being charged the renewal fee for such month. For all other subscriptions, such as annual subscriptions, you must cancel your subscription with Willio at least seven (7) business days prior to the first day of the next subscription period to avoid being charged the renewal fee for such subscription period.

Term; Termination.

Term. Unless the applicable Order states otherwise, these Terms are effective upon the date you sign up for the Service, and shall remain in effect on a month-to-month basis (the “Term”) until one party notifies the other of its intent to terminate in accordance with the foregoing.

Termination for Convenience. Except as prohibited by Applicable Law or as otherwise stated in applicable Feature Terms and Conditions, either party may terminate these Terms upon thirty (30) days’ advance written notice.

Termination for Cause. Either party may terminate these Terms upon thirty (30) days’ advance written notice if: (a) the other party has breached these Terms (including through non-payment of amounts owed hereunder) and has not cured such breach within such notice period; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, initiates or becomes subject to any proceeding under any bankruptcy or insolvency law, or has wound up or liquidated its business.

Effects of Termination. Upon termination of these Terms, Subscriber and all of its end users must cease use of the Service. All licenses granted shall immediately terminate and, if applicable, each party shall promptly cease all use of the other party’s logos and promptly cease representing itself as the customer or commercial service provider of the other, respectively. If any fees are outstanding, you shall pay such fees within thirty (30) days of the effective date of termination.

Return or Deletion of Subscriber Data. On the expiry or termination of this Agreement for any reason, Willio may retain Subscriber Data that is necessary for Willio to continue its proper management and administration, to carry out its legal responsibilities or for other purposes described in the BAA, DPA or Privacy Policy, and Willio will return to you or destroy the remaining Subscriber Data. Willio will continue to comply with the terms of this Agreement, the BAA, the DPA, the Privacy Policy or other such agreement that you and Willio have agreed to in writing, as to any Subscriber Data that Willio retains for so long as Willio retains that Subscriber Data, and Willio will return to you or destroy the retained Subscriber Data when it is no longer needed.

Links

This Site may contain links to other sites on the Internet that are owned and operated by third parties. You acknowledge that We are not responsible for the operation of or content located on or through any such site.

Termination

You may terminate the Terms at any time by closing your account, discontinuing your use of this Site and providing Us with a notice of termination. We reserve the right, without notice and in our sole discretion, to terminate your right to use this Site, or any portion of this Site, and to block or prevent your future access to and use of this Site or any portion of this Site.

Take Your Content With You

Upon the termination of your subscription, you’ll continue to have access to the Content you’ve stored on the App for sixty (60) days. If you’d like to export your Content from the App, you must submit a request to us here at [email protected] within that time. After that time, you will no longer be able to access or retrieve your Content, and we will have no obligation to store or maintain your Content.

Your Content

All of the information (e.g. photos, videos, documents, etc.) that you upload and store on your Willio account is your “Content.” We don’t claim ownership over your Content, nor do we control, verify, or endorse the Content that you or others put in or share through our Services. You are solely responsible for: (a) all the Content you place in your Willio account and/or share through our Services and (b) making sure that you have all the rights you need to the Content. In addition, by storing, using or transmitting Content you affirm that you will not violate any law or these Terms (please also see the Willio’s Acceptable Use Policy below). Willio will not review, share, or otherwise disclose your Content unless: (i) required by law, regulation, or order; (ii) as necessary for us to provide our Services, or (iii) as otherwise permitted by these Terms. You hereby acknowledge and grant Willio and its agents the authority to do so. For more information about how Willio treats your information and Content, please see Willio’s Privacy Policy.

Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless Us and our subsidiaries and affiliates, and our respective officers, directors, agents, partners, members, employees, independent contractors, service providers and consultants ("Our Related Parties"), from and against any claims, damages, costs, liabilities and expenses (collectively, "Claims") arising out of or related to (a) your access to and use or misuse of this Site; (b) any User Content you post, upload, use, distribute, store or otherwise transmit on or through this Site; (c) any Feedback that you provide; (d) your violation of these Terms; and (e) your violation of any rights of another. You agree to promptly notify Us of any third party Claims, cooperate with Us in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including but not limited to attorneys' fees). You further agree that the We shall have the right to control of the defense or settlement of any third party Claims.

Disclaimers

Except as expressly provided, this Site, including all Site Content, and services provided on or in connection with this Site are provided on an "AS IS" and "WITH ALL FAULTS" basis without representations, warranties or conditions of any kind, either express or implied. WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND DUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, DUTIES OR CONDITIONS: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, RESULTS, TITLE, AND NON-INFRINGEMENT; AND (B) CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. We does not represent or warrant that this Site is accurate, complete, reliable, current or error-free. We do not represent or warrant that this Site or our servers are free of viruses or other harmful components.

THE SITE IS NOT A SUBSTITUTE FOR AN ATTORNEY. WILLIO IS NOT A LAW FIRM. INDIVIDUAL SHOULD ALWAYS SEEK LEGAL ADVICE FROM AN ATTORNEY.

Exclusivity of Remedy; Limitation of Liability

WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO, AND THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN’T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT. IN JURISDICTIONS WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, Willio IS NOT LIABLE FOR: ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF Willio HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW, WE LIMIT OUR LIABILITY TO YOU AND/OR YOUR ESTATE (INCLUDING YOUR LEGAL REPRESENTATIVES, HEIRS, AND BENEFICIARIES) TO THE GREATER OF $40 USD OR 100% OF ANY AMOUNT YOU’VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH WILLIO. NOR SHALL OUR AND OUR RELATED PARTIES’ AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PURCHASE OR USE OF ANY PRODUCTS OR SERVICES PURCHASED THROUGH THIS SITE EXCEED THE PURCHASE PRICE OF THE PRODUCT OR SERVICE. LIMITATIONS SET FORTH IN THIS PARAGRAPH WILL NOT LIMIT OR EXCLUDE OUR OR OUR RELATED PARTIES’ GROSS NEGLIGENCE, FRAUD, INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.

Remedies

You agree that our remedy at law for any actual or threatened breach of these Terms would be inadequate and that we shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that we may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.

No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees and expenses.

Dispute Resolution and Controlling Law and Jurisdiction:

Whenever possible, we want to address your concerns before (and without) the expense and hassle of litigation. Before filing a claim against Willio, you agree to try to resolve the dispute informally by contacting us at [email protected]. We’ll try to resolve the dispute informally by contacting you via email. If we cannot reach a resolution within 21 days of submission, you or Willio may bring a formal proceeding. Judicial forum and law for disputes. You agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Greenville County, South Carolina, and will be governed by South Carolina law, subject to the mandatory arbitration provisions below. Both you and Willio consent to venue and personal jurisdiction in such courts. We Both Agree To Arbitrate. You and Willio agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity. For the purposes of this arbitration provision, “You” includes your respective heirs, representatives, successors and assigns, as well as all authorized or unauthorized users or beneficiaries of your Willio account and/or your usage of Willio’s services or products (including legal representatives, heirs, and beneficiaries named in any estate planning document). Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in South Carolina, or any other location that both parties agree to. Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. Willio will pay all individual arbitration fees for claims less than $75,000. Willio will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. Exceptions to Agreement to Arbitrate. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Greenville County, South Carolina to resolve your claim. Class Action Waiver. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.

Modifications to Site

We reserve the right to modify or discontinue, temporarily or permanently, this Site or any features or portions thereof without prior notice.

Severability

If any of these provisions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed several and shall not affect the validity and enforceability of any remaining provision.

No Third-Party Beneficiaries

These Terms are for the benefit of, and will be enforceable by, the parties only. These Terms are not intended to confer any right or benefit on any third party or to create any obligations or liability of a party to any such third party.

Miscellaneous

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and you do not have any authority of any kind to bind Us in any respect whatsoever. We may provide you with notices‚ including those regarding changes to these Terms‚ by email‚ regular mail‚ or postings on this Site. These Terms, which shall be deemed accepted by you upon your use of the Site, constitute the entire agreement among you and Us regarding use of this Site. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of the enforcement of such right or provision. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable‚ transferable or sublicensable by you‚ except with our prior written consent. These Terms include and incorporate by reference Our Privacy Policy, which can be found at [INSERT LINK TO YOUR PRIVACY POLICY], and any notices regarding the Site.

Questions

Questions regarding these Terms, Our Privacy Policy, or other policy related material can be directed to our support staff by emailing us at: [email protected].