Terms of Use

These Terms of Service and any policies or agreement referenced herein ("Terms" or "Terms of Service") govern Your access and use of Wauld's Services offered by Wauld.com or Our partners via the Wauld website (the "Site") or the Wauld mobile app ("App") (the Site and App are collectively referred to as the "Website") and form a legally binding agreement between You ("Customer", "You", or "Your") and Wauld ("Wauld", "we", or "us"). These Terms apply to and are incorporated into any Service Contract or Ordering Document between You and Wauld (collectively the "Agreement") regardless of if expressly referenced, unless agreed otherwise in writing. These Terms of Use are effective upon the date You first access or use the Services (the "Effective Date") and continue until You or Wauld terminates Your use of the Services (this period, the "Effective Term").

By clicking the "Accept" button, executing a Service Contract, issuing an Ordering Document, or using the Credential Cloud Services, You agree to be bound by these Terms. Further, You acknowledge that You are 18 years of age or older, and that those under the age of majority in their jurisdiction may not use the Credential Cloud Services or this site without parental supervision. If You are an employee, consultant, or contractor entering into these Terms on behalf of or as part of Your work for a company or other entity, You represent that You have the authority to bind such entity to these Terms, in which case the terms "Customer," "You," and "Your" shall refer to such entity. Customer and Wauld may be individually referred to as a "Party", and collectively as the "Parties".

PLEASE READ: THESE TERMS OF USE CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED BELOW, OR WHERE PROHIBITED BY APPLICABLE LAW, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT ANY DISPUTE BETWEEN YOU AND WAULD WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Wauld may modify these Terms at any time by posting a revised version on this Website or otherwise providing notice to Customer. By continuing to use the Services after the Effective Date of any modifications to these Terms, Customer agrees to be bound by the modified terms. Wauld reserves the right to ask Customer to acknowledge acceptance through an electronic click-through or any other method as deemed fit.

You represent that You are the age of majority in Your state, province, or country of residence, or that You are the age of majority and You have given Your consent to allow any of Your minor dependents to use the Services.

1. Definitions

"Statement of Work (SOW)" A document specifying the Services to be provided, associated fees, and other relevant details.

"Applicable Law(s)" means any law, rule, regulation, directive, or other binding requirements (as may be implemented, amended, extended, or re-enacted from time to time), applicable to either Party's performance under this Agreement, including but not limited to those applicable to the processing of Personal Data, which may include in particular the CCPA, the GDPR, the Canada Privacy Protection Act (CPPA), the Children's Online Privacy Protection Rule, and/or the Utah privacy code. If Customer is an educational agency or institution, Applicable Laws may also include the Family Educational Rights and Privacy Act ("FERPA").

"Authorized User" means those employees, agents, customers, individuals, and independent contractors of Customer that are authorized by Customer to access and use the Services and to whom Customer has assigned a user ID or password.

"Credential Cloud Services" means the cloud services provided by Wauld to Issuers to issue and manage credentials or documents to individuals or institutions.

"Customer" means the entity or individual entering into this Agreement to utilize the Services. "Issuers" are the direct customers who create accounts and manage credential issuance and they only have access to data they upload or issue.

"Customer Data" means electronic data submitted by Customer or Customer's content, information, data, and Personal Data which Customer desires to process and disseminate by accessing and using the Service, and any Customer icons, marks, and/or logos Customer desires to have displayed on the Service pages. As between Customer and Wauld, Customer Data shall also include Credentials whether of (or issued by) Customer or third parties.

"Intellectual Property Rights" means all patents, patent registrations or applications, business processes, data rights, copyrights, trade names, trademarks, trade secrets, know-how, mask works, or any other intellectual property rights, whether registered or unregistered, arising or enforceable under United States law or the law of any other jurisdiction.

"Personal Data" means any data, including Customer Data, that is "personal information," "personal data," "personally identifiable information," "nonpublic personal data," or similar terms as defined by and regulated by Applicable Laws.

"Services" means, collectively, the access and use of the Cloud Computing Services along with the related support, training, and maintenance provided by Wauld.

"Master Services Agreement" means the agreement signed between the Customer and Wauld governing their relationship and Services provided to the Customer by Wauld.

"Issuer" means any individual or organization that uses the Wauld platform to create and issue digital credentials.

"Recipient" means an individual or entity to whom a credential is issued, including individuals whose personal data is uploaded to the platform by an Issuer, whether or not they create a Wauld account.

"User" means any Authorized User of Customer or any Recipient who has created a User Account, in each case to the extent such individual accesses or uses the Services. References to "User" in these Terms apply collectively to such individuals; where an obligation or right applies specifically to Authorized Users or to Recipients only, these Terms will say so explicitly.

"Verifier" means any third party that accesses or views a credential through a public or private verification method provided by Wauld.

"Public Credential" means a credential issued by the Issuer to be publicly accessible and verifiable without requiring user authentication.

"Controller and Processor" have the meanings given in applicable data protection laws such as the GDPR. Wauld acts as a Processor on behalf of Issuers with respect to Recipient data, except where it acts independently to fulfill its platform services.

2. Operation of Services

2.1 Implementation of Services

Wauld shall provide Customers with access to the Services promptly following the creation of the Account (or as per the Master Services Agreement) and applicable SOW. Wauld will provide a platform to Issuers to issue user IDs and passwords to Recipients (Users) who can share such credentials to third parties who are Verifiers. Users and Customer acknowledge that Customer is fully responsible for all liabilities incurred by such use, and for any liabilities incurred through use of such passwords by anyone who obtains such passwords until Customer notifies Wauld customer service of such unauthorized use. Wauld may temporarily disable access to the Service if Customer reports unauthorized use of the Service.

2.2 Services Operation

Wauld shall host, maintain, and operate the Credential Cloud Services for use by Customer and Authorized Users. Wauld will use commercially reasonable efforts to: (a) deploy industry-standard security and encryption controls, including without limitation firewall and SSL technology; (b) monitor, track, and report on Credential Cloud Services availability; (c) limit access to the Services only to Authorized Users; (d) apply Zero Trust security principles; and (e) encrypt data at rest and in transit.

2.3 Protection of Customer Data

Wauld will maintain administrative, physical, and technical safeguards designed for the protection of Customer Data. Those safeguards will include measures designed to prevent unauthorized access, use, modification, or disclosure of Customer Data by authorized Wauld personnel except: (a) to provide the Credential Cloud Services and prevent or address service or technical problems; (b) to comply with all Applicable Laws; or (c) as expressly permitted in writing by Customer. The terms of the Data Processing Agreement at /legal/data-processing-addendum (the "DPA") are hereby incorporated by reference.

2.4 Service Availability and Uptime Commitment

Wauld shall endeavor to make the Services available at least 99.5% of the time during each calendar month, measured 24 hours per day, 7 days per week, excluding any Permitted Downtime. Availability shall be calculated by subtracting Downtime (as defined below) from total time in a given month, divided by total time, expressed as a percentage.

2.4.a Downtime

"Downtime" means any period during which the core functionalities of the Services are materially unavailable due to issues within Wauld's control. Downtime shall not include:

• Scheduled Maintenance and Emergency Maintenance (as defined below) necessary for security, integrity, or performance.
• The period of unavailability caused by factors outside Wauld's reasonable control, including Force Majeure Events, Internet access issues, or failures of Customer's hardware, software, or network infrastructure; or suspension in accordance with this Agreement or applicable law.

If uptime in a given calendar month falls below 99.5%, Customer may request a service credit equal to five percent (5%) of the Fees attributable to the Services for that calendar month. To request a service credit, Customer must submit a written request to Wauld within thirty (30) days after the end of the affected calendar month, identifying the period of unavailability and the basis for the request. Wauld will validate the request in good faith and, where the request is valid, issue the applicable service credit within thirty (30) days of receipt. Service credits will be applied against future Fees and will not be paid as a cash refund except where Customer's subscription has terminated and Wauld owes no further Fees. Service credits are Customer's sole and exclusive remedy, and Wauld's sole and exclusive liability, for failure to meet the Service Level Commitment in this Section 2.4. Wauld will not unreasonably withhold service credits for valid requests.

2.4.b Scheduled and Emergency Maintenance

Wauld may schedule periodic system maintenance, upgrades, or service improvements ("Scheduled Maintenance"), which may result in temporary unavailability of the Services. Scheduled Maintenance shall typically be performed during off-peak hours and with reasonable advance notice to the Customer, except where impracticable. Wauld reserves the right to conduct "Emergency Maintenance", which is maintenance required, without advance notice, when necessary to address critical vulnerabilities or service degradation. Wauld shall make reasonable efforts to minimize the duration and frequency of both Scheduled and Emergency Maintenance and to limit their impact on the Customer's use of the Services. In all such cases, Wauld shall use commercially reasonable efforts to restore service availability as promptly as feasible.

2.4.c Monitoring and Incident Response

Wauld shall implement standard monitoring practices to track system performance and availability and shall respond to unplanned service interruptions in accordance with internal support protocols. While Wauld will use reasonable efforts to provide status updates and incident reports as necessary, resolution times may vary depending on the complexity and severity of the issue.

2.5 Credential Engagement Analytics

Wauld may collect and display engagement metrics related to credentials issued through the platform. This includes data such as the number of views, downloads, shares, verification attempts, and embed actions. These metrics are made visible only to the Issuer and are intended to help improve the effectiveness of credentialing programs.

Wauld does not use credential & recipient data for cross-context behavioral advertising, behavioral profiling, or marketing to third parties. Where applicable law grants users opt-out rights with respect to analytics or profiling (such as under the California Consumer Privacy Act), Wauld will honor such opt-out requests in accordance with the Privacy Policy.

3. Registration

3.1

In registering for the Services as an Authorized User of Customer or as a Recipient creating a User Account, the User agrees to:

• provide true, accurate, current, and complete information about the User as prompted by the Services' registration form, which may include the User's name, email address, and other contact information (the "Registration Data"); and
• maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

If a User provides any information that is untrue, inaccurate, not current, or incomplete, or Wauld has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Wauld may suspend or terminate the User's account and deny the User access to the Services and Website. Where the User is an Authorized User of Customer, Wauld may notify Customer of such suspension or termination, and Customer remains responsible for any obligations under its Agreement with Wauld.

3.2

Some or all of the Services may require a User to create an account ("User Account") to access, apply for, open, view, or otherwise interact with certain features or offers. To create a User Account, the User may be required to pick a username, password, and/or other access credentials. For paid Services, Customer is responsible for providing a valid payment method as set forth in its Agreement with Wauld; individual Recipients are not required to provide payment information except where they have entered into a separate agreement with Wauld for paid features.

Registration Data and other information about the User is governed by the Privacy Policy. The User is responsible for maintaining the confidentiality of the User's access credentials and for restricting access to any device the User uses to access the User Account. The User agrees to accept responsibility for all activities that occur using the User Account or the User's access credentials. The User may not assign or otherwise transfer the User Account to any other person. The User acknowledges that Wauld is not responsible for third-party access to any User Account, including access that results from theft or misappropriation of the User Account or access credentials.

Wauld reserves the right, in its sole discretion, to refuse or cancel the Services, terminate User Accounts, or remove or edit User content. The User agrees to (a) immediately notify Wauld of any unauthorized use of the User's access credentials or User Account or any other security breach, and (b) ensure that the User exits from the User Account at the end of each session when accessing the Services. Wauld will not be liable for any loss or damage arising from a User's failure to comply with this provision.

3.3

Wauld may discontinue a User's access to the Services or to Credentials associated with that User if:

• the User violates these Terms of Use or any other applicable agreement with Wauld;
• a court orders Wauld to remove the Credential or data relating to the User; or
• the User requests that the User's data be removed from the Services.

3.4 Restrictions on Use of the Services

Users agree that they will not:

• Create a false identity within the Services, misrepresent Your identity, create a user profile for anyone other than Yourself (a real person), or use or attempt to use another's account;
• Develop, support, or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
• Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as rate limits on credential issuance, API calls, or data access);
• Disclose information that You do not have the consent to disclose (such as confidential information of others, including Your employer);
• Solicit others to perform or participate in any unlawful acts or to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;
• Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
• Upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, Website, any related website, other websites, or the Internet;
• Harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
• Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
• Imply or state that You are affiliated with or endorsed by Wauld without Our written consent;
• Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
• Monitor the Services' availability, performance, or functionality for any competitive purpose;
• Engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Services or interfere with or circumvent the security features of the Services, Website, App, any related website, other websites, or the Internet;
• Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); or
• Attempt to access or derive the source code or architecture of the Services or Website.

The above are collectively referred to as "Prohibited Uses." Wauld reserves the right to terminate a User's use of the Services, access to the Website, or access to any related website for violating any of the Prohibited Uses. Wauld also reserves the right to refuse to provide the Services to any person for any reason at any time. If a User is blocked by Wauld from accessing the Services (including by blocking the User's IP address), the User agrees not to implement any measures to circumvent such blocking (for example, by masking the User's IP address or using a proxy IP address).

Wauld may, in its sole discretion, terminate a User's rights to use the Services, remove or edit any content, or cancel orders for any or no reason, including if the User does not comply with these Terms of Use, the Privacy Policy, the Data Processing Agreement, or any applicable Service Terms. Users agree that Wauld may, from time to time, remove or change the Services for indefinite periods or cancel the Services at any time, without notice. Each User expressly agrees that the User's use of, or inability to use, the Services is at the User's sole risk.

3.5 Recipient Access

Recipients may access and view their Credentials without registering for a User Account. Certain features, including managing Credentials, customizing display settings, and engaging with Issuers through the Services, may require Recipients to create a User Account and accept these Terms of Use. A Recipient who has not created a User Account is not a User for purposes of these Terms but remains subject to any applicable limitations on use of the Services described in Section 4 (Responsibility for Content).

Issuers (acting as Customer or through Authorized Users) are solely responsible for obtaining all necessary permissions, consents, and legal authorizations to upload and share personal data of Recipients, including when uploading data belonging to minors or individuals under legal protection. Issuers agree to indemnify Wauld for any claims arising from unauthorized use or disclosure of Recipient data. This includes obtaining verifiable parental or guardian consent where required under COPPA or similar laws. Wauld does not independently verify the age or consent of Recipients.

3.6 Data Export and Post-Termination Data Handling

Customer Data Export. Upon expiration or termination of a Customer's subscription to the Services for any reason, Wauld will, upon Customer's written request received within thirty (30) days after the effective date of expiration or termination, make Customer Data available to Customer for export in a commercially reasonable format. After the expiration of such thirty (30) day period, Wauld will have no obligation to maintain Customer Data and may delete or anonymize Customer Data in accordance with Wauld's data retention policies and applicable law. Where Customer's subscription is governed by a Master Services Agreement or other written agreement with Wauld, the data export and retention terms of such agreement will govern in the event of any conflict with this Section 3.6.

Credential Persistence. Credentials issued through the Services are designed to function as persistent digital records. Accordingly, Credentials issued prior to termination of a Customer's subscription will continue to be accessible to Recipients and verifiable by Verifiers, unless and until revoked by the Issuer in accordance with the Issuer's credentialing policies, marked invalid by Wauld pursuant to Section 3.3, or removed by court order. Wauld retains a historical record of issued Credentials and their status (including revocation) for the purposes of verification integrity, even after Customer's subscription has ended.

Individual Data Subject Rights. Individual Users and Recipients may request access to, export of, correction of, or deletion of their personal information at any time by submitting a request through Wauld's privacy request portal at https://wauld.app/privacy-request/ or by contacting Wauld's Privacy Officer at dpo@wauld.com. Where Wauld processes such personal information on behalf of an Issuer (as Processor), Wauld will route the request to the relevant Issuer in accordance with the Privacy Policy and the Data Processing Addendum, and the Issuer will be responsible for responding. Where Wauld processes such personal information as a Controller (for example, Account Data of a User who created an account directly with Wauld), Wauld will respond directly in accordance with applicable law and the Privacy Policy.

4. Responsibility for Content

4.1

Wauld has no obligation to pre-screen content, including content generated or uploaded by Users. Wauld is not obligated to publish any information or content on the Services and may remove content with or without notice. Without limiting the foregoing, Wauld has the right to remove any content, including but not limited to User content, that violates these Terms of Use or that Wauld reasonably deems objectionable. By using the Services, a User may encounter content or information that is inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. Users agree that Wauld is not responsible for content or information generated, uploaded, or transmitted by other Users.

4.2

Wauld is not responsible for any hardware, software, or networks outside of Wauld's control. Each User acknowledges and agrees that Customers (acting as Issuers), and not Wauld, are responsible for the actions those Customers take related to the User as a result of the use of the Services. This includes, without limitation, decisions by an Issuer regarding the issuance, revocation, content, criteria, or display of Credentials.

4.3

Each Recipient acknowledges and agrees that the Issuer is solely responsible for the criteria for issuance of a Credential, and any dispute relating to the issuance or receipt of a Credential must be resolved solely between the Recipient and the Issuer. Issuers may revoke a Credential in accordance with their own credentialing policies. Both the Recipient and the Issuer agree that Wauld is not responsible for any such action by an Issuer. Further, Wauld is not responsible for the validity or veracity of any Credential issued by an Issuer.

4.4

If a User finds any link on the Website or in the App that is offensive for any reason, the User may contact Wauld at any time to report it. Wauld will consider requests to remove links but is not obligated to take any specific action or to respond directly to the User.

Wauld does not warrant that the information on the Website or in the App is correct, complete, or accurate, nor does Wauld warrant that the Website and the App will remain available or that the material on the Website is kept up to date.

5. Confidentiality of Data

5.1

Each Party must keep confidential this Agreement and information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") and must not use or disclose Confidential Information without the prior written consent of the other Party, except to the extent that (a) disclosure is required by law, (b) the relevant information is already in the public domain through no fault of the receiving Party, or (c) disclosure is made to subprocessors under written agreements requiring confidentiality protections at least as strong as those set out herein. The receiving Party shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities, and have executed written confidentiality agreements.

5.2

The receiving Party shall take reasonable steps to ensure the reliability of any employee, contractor, or agent who may have access to Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know or access the relevant Personal Data, as strictly necessary for the purposes of providing the Services, performing administrative actions, maintaining security, and complying with Applicable Laws. Such confidentiality obligations will survive the termination of the personnel's engagement with the receiving Party.

5.3

Information included in Public Credentials (as defined in Section 1) or explicitly marked for publication by the Issuer is not considered Confidential Information under this Section 5.

6. Fees and Payment

Customer will pay the Fees in accordance with the terms of the applicable Statement of Work. Unless stated otherwise, all fees are invoiced in advance and due within thirty (30) days of the invoice date. The Customer shall have a grace period of seven (7) days during which they may continue to use the Services without payment. If payment is not received by the end of this grace period, the Customer will be downgraded to the free plan. Certain features and historical data may become inaccessible until payment is restored. No interest shall be applicable during this period. Fees are exclusive of applicable taxes as per the concerned jurisdiction, which shall be borne by Customer.

Wauld may offer multiple service tiers, including free and paid plans, which may include limits on credential issuance, branding features, analytics, or integrations. Usage-based pricing (e.g., per credential or recipient) may apply. Wauld reserves the right to modify pricing models with notice.

Wauld will collect and remit applicable taxes (e.g., VAT, GST, sales tax) where legally required. In all other cases, Customer is responsible for paying taxes.

7. Privacy of Data

Wauld's collection and use of personal information from Customers, Authorized Users, and Recipients is described in the Privacy Policy and, where applicable, the Data Processing Addendum. In summary, Wauld collects names, email addresses, organization names, logos, billing details (excluding sensitive financial information such as payment card numbers, which are processed by Wauld's payment processor), verification documents (such as domain verification artifacts), and contact information of Authorized Users. This data is provided to Wauld via CSV upload, API, or manual entry. The Privacy Policy describes the broader categories of personal information Wauld processes and the lawful bases for such processing.

8. Third-Party Sites

Wauld works with authorized resellers who assist in sales, onboarding, and customer relationships. Depending on the agreement in place with the end customer, a reseller may or may not host the platform independently or access end-user data. Wauld always enters into a formal reseller agreement in such cases, which clearly defines roles, data responsibilities, and access permissions. Where a reseller independently hosts Wauld's platform, Wauld is not responsible for the availability, performance, or data practices of that reseller-hosted environment. In such cases, Customer's agreement is with the reseller.

We use select third-party services under appropriate contractual terms to support platform functionality, which includes hosting and infrastructure, email delivery, monitoring, analytics, and customer experience tools. These providers are used solely for their intended technical purpose and do not access data beyond what is required for delivery of their service.

Wauld may offer features that interact with third-party platforms (e.g., LinkedIn) for credential sharing, authentication, or data enrichment. Wauld is not responsible for the data handling practices of these third parties. Users agree to comply with the terms and privacy policies of any third-party service they use in conjunction with Wauld.

Please refer to Annexure A for specific terms for Wauld's App.

9. Intellectual Property

9.1 Ownership of Wauld Materials

As between Wauld and the Customer, all rights, title, and interest, including all intellectual property rights, in and to the Services and the Wauld platform, together with all associated software, tools, technology, know-how, documentation, data structures, APIs, user interfaces, scripts, templates, and other materials made available by Wauld through the Services (collectively, the "Wauld Materials"), are and shall remain the sole and exclusive property of Wauld. The Wauld Materials are licensed to Customer and to Users, not sold, and Customer's and Users' rights to use the Wauld Materials are limited to the access and use rights expressly granted in these Terms of Use and any applicable agreement between Customer and Wauld. Nothing in these Terms of Use operates to transfer or assign any intellectual property rights in the Wauld Materials to Customer or any User, and Wauld reserves all rights not expressly granted.

Ownership of deliverables, configurations, customizations, code, scripts, integrations, templates, and other work product that Wauld may produce in the course of performing implementation services or professional services for Customer is addressed separately in the agreement governing those services, including any applicable Master Services Agreement, Statement of Work, or Order Form. In the event of any conflict between these Terms of Use and such an agreement on the ownership or licensing of such work product, the terms of such agreement will govern.

9.2 Customer Data

Notwithstanding anything to the contrary, as between the parties, the Customer retains all right, title, and interest in and to the Customer Data. Wauld shall have no rights in or to the Customer Data, except as necessary to provide the Services or as otherwise expressly permitted by this Agreement or required by law. Wauld shall implement appropriate technical and organizational measures to safeguard Customer Data as further described in the Data Processing Agreement.

9.3 Recipient and Issuer-Uploaded Content

Where Recipients upload content (e.g., photos, name, biography) or such data is uploaded by Issuers, the uploading party grants Wauld a non-exclusive, worldwide, royalty-free license to store, process, and display the data solely for the purpose of delivering and improving the Services.

Issuers may not upload personal data for which they lack lawful authority, including but not limited to photographs or names of children under 13 without verified parental consent, as required under COPPA or similar laws.

Wauld does not independently verify the accuracy of uploaded data and disclaims any liability arising from impersonation or misattribution.

9.4 Customer Marks for Promotional Use

Customer grants Wauld a non-exclusive, royalty-free, worldwide license to use Customer's name and logo to identify Customer as a Wauld customer in Wauld's marketing materials, website, customer lists, and similar promotional contexts. Wauld will use Customer's name and logo in accordance with any reasonable trademark usage guidelines provided by Customer. Customer may revoke this license at any time by written notice to Wauld at legal@wauld.com, after which Wauld will discontinue such use within a commercially reasonable period.

10. General Provisions

10.1 Severability

If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect, as if such invalid, illegal, or unenforceable provision had never been included. The Parties agree to negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the severed provision and that maintains the economic and legal substance of the Agreement as originally contemplated. The foregoing shall apply even if the severance of the invalid provision results in a material change to the rights or obligations of either Party, and such change shall not affect the enforceability of the remaining terms, which shall be construed so as to effectuate the purpose and intent of the Agreement to the fullest extent permissible under applicable law.

10.2 Waiver

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall constitute a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver of any provision of this Agreement shall be effective only if in writing and signed by the Party granting the waiver. Such waiver shall apply only to the specific instance and purpose for which it is given and shall not operate as a waiver of any future application of such provision or any other provision of this Agreement. No waiver by either Party of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default.

10.3 Limitation of Liability

10.3.1

To the maximum extent permitted by applicable law, Wauld excludes all representations, warranties, and conditions relating to the Website, all subdomains, applications, etc., and the use of this Website. Except for liabilities arising from gross negligence, willful misconduct, or breaches of confidentiality, Wauld shall not be liable for any indirect, incidental, or consequential damages.

10.3.2

Wauld is not responsible for any failures caused by server errors, faulty internet connections, any computer or other technical defect, whether human or technical in nature. The Site or App may provide hyperlinks to websites operated by parties other than Wauld. Such hyperlinks are provided for Your reference only. Wauld does not control such websites and is not responsible for their contents or practices. It is up to You to take precautions to ensure that whatever links You select or software You download (whether from the Site, the Wauld App, or other websites accessed through the Website) is free of viruses, worms, trojan horses, defects, and other items of a destructive nature. Wauld's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

10.3.3

Wauld shall not be liable for any consequences resulting from the misuse, misrepresentation, or unauthorized distribution of credentials by Issuers or third parties.

10.3.4 Disclaimer of Warranties

WAULD DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY, REPRESENTATION, OR GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAULD HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SECURITY, RELIABILITY, ACCURACY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, WAULD EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION, OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.

10.3.5 Limitation of Damages and Liability Cap

EACH USER AND EACH CUSTOMER EXPRESSLY UNDERSTAND AND AGREE THAT WAULD AND ANY THIRD PARTY PRODUCT PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WAULD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES, THE WEBSITE, THE WAULD APP, OR ANY RELATED CONTENT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES, THE SITE, THE WAULD APP, OR ANY RELATED CONTENT; (C) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, A USER'S OR CUSTOMER'S TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY FROM THE SERVICES, ON THE WEBSITE, THE APP, OR ANY RELATED CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL WAULD'S TOTAL LIABILITY TO ANY USER OR CUSTOMER FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT SUCH USER OR CUSTOMER HAS PAID WAULD IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

PRECEDENCE OF NEGOTIATED AGREEMENTS. WHERE A CUSTOMER HAS ENTERED INTO A WRITTEN MASTER SERVICES AGREEMENT OR OTHER WRITTEN AGREEMENT WITH WAULD THAT EXPRESSLY ADDRESSES LIMITATION OF LIABILITY, THE LIMITATION OF LIABILITY TERMS OF SUCH AGREEMENT WILL GOVERN AS BETWEEN WAULD AND CUSTOMER IN PLACE OF THIS SECTION 10.3.5. IN THE ABSENCE OF SUCH AN AGREEMENT, THIS SECTION 10.3.5 GOVERNS.

10.4 Force Majeure

Neither Party shall be liable for any failure or delay in performance (except for payment of Fees) due to events beyond their reasonable control, including but not limited to natural disasters, acts of war, or government actions. If such an event continues for more than thirty (30) consecutive days and materially prevents performance of essential obligations, either Party may terminate this Agreement upon fifteen (15) days' written notice to the other Party, but such termination will not waive any unpaid dues.

10.5 Warranties

Each Party represents and warrants that it has the authority to enter into this Agreement and fulfill its obligations hereunder. Wauld shall use commercially reasonable efforts to minimize both the frequency and duration of any downtime, including Scheduled Maintenance, and to perform such maintenance with minimal disruption to the Customer's access to the Services. Except as expressly provided in this Agreement, the Services are provided "as is," and Wauld disclaims all other warranties, including merchantability and fitness for a particular purpose.

10.6 Indemnification

Each User and each Customer (each, an "Indemnifying Party") agrees to indemnify, defend, and hold harmless Wauld from any and all claims, liabilities, expenses, and damages (to the extent attributable to the Indemnifying Party under applicable law), including reasonable attorneys' fees and costs, made by any third party related to: (a) the Indemnifying Party's use or attempted use of the Services in violation of these Terms of Use; (b) the Indemnifying Party's violation of any law or any rights of any third party; (c) User content uploaded, generated, or transmitted by the Indemnifying Party, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights; or (d) the Indemnifying Party's upload, issuance, or use of Credentials that contain personal data without proper authorization, including Credentials issued to minors or uploaded without the relevant Recipient's consent. Where the Indemnifying Party is a Customer and the act giving rise to the claim was carried out by Customer's Authorized User, Customer remains primarily responsible for indemnification under this Section 10.6, without limiting any additional rights Wauld may have against the Authorized User.

10.7 Class Action Waiver

EACH USER, EACH CUSTOMER, AND WAULD AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS (WHETHER IN COURT OR IN ARBITRATION) AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, REQUEST FOR PUBLIC INJUNCTIVE RELIEF, OR REPRESENTATIVE PROCEEDING. EACH USER, EACH CUSTOMER, AND WAULD MAY NOT PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, REQUEST FOR PUBLIC INJUNCTIVE RELIEF, OR REPRESENTATIVE PROCEEDING BROUGHT BY ANY THIRD PARTY. NOTWITHSTANDING THIS PROVISION OR ANY OTHER LANGUAGE IN THESE TERMS OF USE, ANY PARTY MAY PARTICIPATE IN A CLASS-WIDE SETTLEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH USER, EACH CUSTOMER, AND WAULD WAIVE ANY RIGHT TO A JURY TRIAL.

10.8 Order of Precedence

In the event of any conflict among the documents comprising the Agreement, the order of precedence shall be: (i) any executed Master Services Agreement between Customer and Wauld; (ii) any executed Order Form, Statement of Work, or Service Contract; (iii) the Data Processing Addendum; (iv) these Terms of Use; and (v) the Privacy Policy. Notwithstanding the foregoing, the Data Processing Addendum shall control with respect to the processing of Personal Data, and the Privacy Policy shall control with respect to Wauld's collection and use of Personal Data as a Controller.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.2 Dispute Resolution

Mandatory Arbitration of Disputes. Wauld and each Customer and User agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (each, a "Dispute" and collectively, the "Disputes") will be resolved solely by binding, individual arbitration, unless expressly provided otherwise in this Section, and not in a class, representative, or consolidated action or proceeding. Wauld and each Customer and User agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms of Use and that EACH USER, EACH CUSTOMER, AND WAULD ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This Section shall survive the termination of these Terms of Use.

Precedence of Negotiated Agreements. Where a Customer has entered into a written Master Services Agreement or other written agreement with Wauld that expressly addresses dispute resolution, the dispute resolution terms of such agreement will govern as between Wauld and Customer in place of this Section 11.2. For Disputes between Wauld and a User who is not a Customer, this Section 11.2 governs.

12. Cookies

Wauld's use of cookies and similar tracking technologies, including any consent mechanisms, opt-out rights, and regional approaches (such as the cookie consent banner presented to visitors in the European Economic Area, the United Kingdom, and Switzerland), is described in detail in the Wauld Privacy Policy. By using the Services, You acknowledge the cookie practices described in the Privacy Policy and agree to manage Your cookie preferences in accordance with the mechanisms made available there.

13. How to Contact Wauld

For general inquiries, any User or Customer may contact Wauld at:

General Inquiries Email: dpo@wauld.com

Legal Notices and Service of Process Email: legal@wauld.com Mailing Address: Wauld LLC, 1021 E Lincolnway, Suite #8406, Cheyenne, Wyoming 82001, United States

14. FERPA and COPPA Compliance

If a Customer is an educational institution subject to the Family Educational Rights and Privacy Act (FERPA), the Customer represents that it has the authority to use Wauld for the purpose of issuing credentials. Wauld will act as a school official with a legitimate educational interest when processing education records on the Customer's behalf.

Customers further agree not to upload personal data relating to children under 13 without obtaining verifiable parental or guardian consent, in accordance with the Children's Online Privacy Protection Act (COPPA). Wauld does not independently verify user age and relies on Issuers for legal compliance when uploading minor data.

Wauld will provide reasonable technical and administrative assistance to help educational institutions fulfill FERPA and COPPA obligations, including responding to data subject requests.

Annexure A

Special Terms Regarding App Stores

The App may be made available through the Apple, Inc. ("Apple") App Store, the Google Play Store, the Android Marketplace, or other app stores (collectively, the "App Stores" and each, an "App Store"). If You obtain such software through an App Store, You may be subject to additional terms of that App Store. To the extent that You use any other third-party products and services in connection with Your use of the Services, You agree to comply with all applicable terms of any agreement for such third-party products and services.

Apple-Enabled Applications

With respect to apps made available for Your use in connection with an Apple-branded product (such apps, "Apple-Enabled Apps"), in addition to the other terms and conditions set forth in these Terms of Use, Service Terms, or any Additional Terms, the following terms and conditions apply: Wauld and You acknowledge that these terms are between Wauld and You only, and not with Apple, and that as between Wauld and Apple, Wauld, not Apple, is solely responsible for the Apple-Enabled Apps and their content. You may not use the Apple-Enabled Apps in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Apps in, or otherwise be in conflict with, the Apple App Store Terms of Service.

Wauld and You acknowledge that Wauld, not Apple, is responsible for addressing any claims of You or any third party relating to the Apple-Enabled Apps or Your possession and/or use of those Apple-Enabled Apps, including: (i) product liability claims; (ii) any claim that the Apple-Enabled Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

In the event of any third-party claim that the Apple-Enabled Apps or the end-user's possession and use of those Apple-Enabled Apps infringes that third party's intellectual property rights, as between Wauld and Apple, Wauld, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. Wauld and You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these terms with respect to the Apple-Enabled Apps, and that, upon Your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against You with respect to the Apple-Enabled Apps as a third-party beneficiary.

Google-Enabled Applications

With respect to apps made available for Your use through the Google Play Store, the Android Marketplace, or any other Google-operated distribution platform (such apps, "Google-Enabled Apps"), in addition to the other terms and conditions set forth in these Terms of Use, Service Terms, or any Additional Terms, the following terms and conditions apply: Wauld and You acknowledge that these terms are between Wauld and You only, and not with Google LLC or its affiliates ("Google"), and that as between Wauld and Google, Wauld, not Google, is solely responsible for the Google-Enabled Apps and their content. You agree to use the Google-Enabled Apps in compliance with the Google Play Terms of Service, the Google Play Developer Distribution Agreement, and any other terms that govern Your use of the Google Play Store, as applicable to You as an end user.

Wauld and You acknowledge that Wauld, not Google, is responsible for addressing any claims of You or any third party relating to the Google-Enabled Apps or Your possession and/or use of those Google-Enabled Apps, including: (i) product liability claims; (ii) any claim that the Google-Enabled Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

In the event of any third-party claim that the Google-Enabled Apps or the end-user's possession and use of those Google-Enabled Apps infringes that third party's intellectual property rights, as between Wauld and Google, Wauld, not Google, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. Wauld and You acknowledge and agree that Google, and Google's subsidiaries, are third-party beneficiaries of these terms with respect to the Google-Enabled Apps, and that, upon Your acceptance of these terms, Google will have the right (and will be deemed to have accepted the right) to enforce these terms against You with respect to the Google-Enabled Apps as a third-party beneficiary.

Other App Stores

If You obtain a Wauld App through any app store, distribution platform, or marketplace other than the Apple App Store or the Google Play Store (each, an "Other App Store"), Your use of that Wauld App is subject to the terms of the applicable Other App Store in addition to these Terms of Use. To the extent of any conflict between the terms of an Other App Store and these Terms of Use with respect to Your use of a Wauld App obtained through that Other App Store, the terms of these Terms of Use will govern as between You and Wauld. Wauld, and not the operator of the Other App Store, is solely responsible for the Wauld App and any related claims, except where applicable law requires otherwise.