Wayby Terms of Service

These Terms of Service (“Terms”) govern the access to and use of the Wayby personalization
and A/B testing service (“Service”), provided by:

Digital Labs Oy
Business ID: 3001169-1
Heikkiläntie 103
42560 Pohjoisjärvi
Finland
(“Wayby”, “we”, “us”, or “our”).

By creating an account, subscribing to a plan, or using the Service, the customer (“Customer”)
agrees to these Terms.

1. Description of the Service

Wayby is a software-as-a-service (SaaS) platform that enables:

• Website personalization
• A/B testing and campaign management
• Variant delivery
• Campaign-level performance analytics
• Website ID validation and script delivery

The Service is provided as a hosted cloud-based solution.

2. Eligibility and Authority

The Service is intended for business use.

By using the Service, Customer represents and warrants that:

• It is a legal entity or authorized business operator.
• The individual accepting these Terms has authority to bind the organization.
• The Customer is not located in, incorporated in, or controlled from a jurisdiction
  subject to EU sanctions or other applicable trade restrictions.

Wayby reserves the right to restrict or terminate access in sanctioned or restricted jurisdictions.

3. Subscription Plans and Fees

3.1 Plans

Wayby offers:

• A free-tier plan with limited functionality.
• Paid subscription tiers.

Details of plan features and pricing are published on Wayby’s website
or agreed separately in writing.

3.2 Billing

Paid plans are billed:

• Monthly in advance, or
• Annually in advance if selected by the Customer.

Fees are non-refundable except where required by mandatory law.

3.3 Late Payment

Wayby may suspend or terminate access to paid features if payment is overdue.
Customer remains responsible for all fees incurred prior to termination.

4. Customer Responsibilities

Customer agrees to:

• Use the Service in compliance with all applicable laws.
• Ensure its website privacy notices accurately disclose use of Wayby.
• Obtain any legally required consents.
• Not use the Service for unlawful discrimination, surveillance, or harmful practices.
• Not interfere with or attempt to disrupt the Service infrastructure.

Customer acts as the data controller for visitor data processed through its website.

5. Data Protection

Wayby acts as a data processor for visitor data processed through the Service.

Processing is governed by a Data Processing Agreement (“DPA”), which forms part of these Terms.

Wayby processes personal data only:

• On documented instructions from the Customer
• For the purpose of providing the Service
• In accordance with applicable data protection laws

6. Intellectual Property

All rights, title, and interest in and to the Service, including:

• Software
• Algorithms
• Documentation
• Branding
• Infrastructure

remain the exclusive property of Digital Labs Oy.

Customer:

• Retains ownership of its website content and materials.
• Grants Wayby a limited, non-exclusive license to process such content solely
  for providing the Service.

Restrictions

Customer agrees not to, and not to permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Service.
• Copy, reproduce, modify, or create derivative works based on the Service or any portion of it.
• Use the Service to develop, support, or operate a competing product or service.
• Access or use the Service for benchmarking, monitoring performance, or other competitive analysis purposes.
• Circumvent or attempt to bypass any security or technical protection measures of the Service.

Feedback

If Customer or its users provide suggestions, ideas, improvements, or other feedback regarding the Service (“Feedback”), Customer grants Digital Labs Oy a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, and otherwise exploit such Feedback for any purpose without restriction or compensation.

No rights are granted except as expressly stated in these Terms.

7. Marketing Reference Rights

Digital Labs Oy has the right to use the client’s name and logo in one-on-one sales presentations. Any references made on the website or in other public contexts will be agreed upon in advance and separately.

8. Service Availability

Wayby aims to keep the Service continuously available and up to date.

However:

• The Service is provided on an “as available” and “as is” basis.
• Wayby does not guarantee uninterrupted or error-free operation.
• Maintenance, updates, or technical issues may temporarily affect availability.

Wayby will use commercially reasonable efforts to maintain service continuity.

No service level agreement (SLA) or uptime credits are provided unless separately agreed.

9. Confidentiality

Each party agrees to maintain the confidentiality of non-public information
disclosed in connection with the Service.

Confidential information shall not be disclosed to third parties except:

• To employees or contractors with a need to know
• Where required by law

This obligation survives termination.

10. Suspension and Termination

Wayby may suspend or terminate access if:

• Customer materially breaches these Terms
• Payment obligations are not met
• Customer violates applicable law
• Use of the Service creates legal or security risk

Customer may terminate according to the selected subscription plan.

11. Effect of Termination and Data Deletion

Upon termination:

• Access to the Service will be revoked.
• Visitor data will be deleted within 90 days after the end of the contractual relationship.
• Aggregated and anonymized statistical data may be retained.
• Customer account data may be retained as required by accounting or legal obligations.

12. Indemnification

Customer agrees to indemnify and hold harmless Wayby from claims arising out of:

• Customer’s misuse of the Service
• Customer’s violation of data protection laws
• Content published or delivered through Customer’s website

13. Limitation of Liability

To the maximum extent permitted by Finnish law:

Wayby’s total aggregate liability arising out of or relating to the Service
shall not exceed previous three(3) months monthly subscription fee.

Wayby shall not be liable for:

• Indirect damages
• Consequential damages
• Loss of profits
• Loss of revenue
• Business interruption
• Loss of goodwill

This limitation does not apply to:

• Intentional misconduct
• Gross negligence
• Liability that cannot be limited under mandatory law

14. Disclaimer of Warranties

The Service is provided “as is” and “as available.”

Wayby disclaims all implied warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement

Customer assumes responsibility for implementation and configuration.

15. Export Control and Sanctions Compliance

Customer represents that it is not:

• Subject to EU or international sanctions
• Located in a jurisdiction subject to comprehensive trade restrictions

Wayby may suspend or terminate access where required by applicable export control laws.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of Finland.

Any disputes arising out of or relating to these Terms shall be resolved
in the District Court of Helsinki.

17. Amendments

Wayby may update these Terms from time to time.

Material changes will be communicated in advance.

Continued use of the Service after changes become effective constitutes acceptance.

18. Contact

For questions regarding these Terms:

Support(at)wayby.io