Waller & Company Terms and Conditions

Last Updated June 20, 2020

Welcome to the Wallerandcompany.com web site (the “Site”) which is operated by Talaya Waller LLC (the “LLC”, “We” or “Us”).   These Terms and Conditions ("Terms") govern your use of the Site, any associated apps, the content, communications, information and services provided through the Site or purchased from the LLC (“collectively the “Services”). 

 Please review these Terms carefully. By accessing, browsing, or using the Services, all users and viewers (and anyone who has authorized the user and/or viewer to act on his/her behalf–collectively, “You,” “you,” “User,” or “user”) represent that they are over 18 years of age and acknowledge acceptance of the Terms. If you do not accept the Terms listed in these Terms of Use, please do not use the Services. We may change any of the Terms by posting revised Terms on our Site. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Site.

The Services are intended solely for the use of a single Individual and are priced accordingly. If you want the Services to be provided to more than a single Individual, let  Us know and we can quote you a group price, and give you multiple copies of these Terms for all participants to sign.

1. Proprietary Rights and Feedback

We own all proprietary rights in the Services, including, but not limited to, patents, trademarks, service marks, trade secrets, methodology, copyrights, algorithms, communications and other intellectual property rights. You will respect our proprietary rights in the Services.

You represent and warrant that you either own or have permission to use all of the material, content, data, intellectual property and information (including your personal information and the personal information of others) you submit to Us in the course of using the Services (“Content”). You retain ownership of the Content that you upload to the Service. We may use or disclose your Content (including any personal information therein) and  any research results, reports, data, summaries, comments, discussion, and/or analysis (the “Work Product”) provided to you by the LLC  for our own internal and external promotional purposes and purposes connected with our business, including for purposes of legal dispute. You agree that the LLC may display and exhibit the work product of the supplied Services, which may include a reference to You or Your business in any promotional materials and Website.

Upon payment of all monies due to Us, We grant You a personal, non-commercial, non-assignable, non-sublicensable, non-transferable, royalty free license to use the Work Product. 

You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Services. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Services or to develop new Services.

2. Payments

You must pay all fees for the Services as specified on the invoice, but if not specified then within 10 days of receipt of an invoice. You are responsible for the payment of all sales, use, withholding, and other similar taxes. 

3. Refunds

We do not issue refunds for any scheduled sessions or unused sessions from a multi session package.

4. Limitation of Liability

To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Services, including any downloads from the Site; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) our total liability to you arising under or in connection with the Services—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than the minimum permissible under the law.

For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Services in violation of these Terms, regardless of whether we exercise any right or remedy.

5. No Warranties

To the maximum extent permitted by law, we provide the Services as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Services, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Terms. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.

6. Indemnity

You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your use of the Services, (ii) your violation of any laws or regulations, or (iii) a breach of any representations or warranties you’ve made to us.

7. Equitable Relief

Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).

8. Assignment

You may not assign any of your rights under these Terms to anyone else. We may assign our rights to any other individual or entity at our discretion.

9. Compliance with the Law

You agree to comply with all federal, state, and local laws and ordinances arising under or related to the Services.

10. Choice of Law

The laws of District of Columbia, except for conflict of laws rules, will apply to any dispute related to the Terms or the Services. You acknowledge and agree that any dispute related to the Terms or the Services themselves will be decided by the District of Columbia  or federal courts located in  the District of Columbia, and each party consents to personal jurisdiction in those courts.

11. Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

12. Non-Disparagement

Neither You or We, shall at any time now and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude You or Us from making truthful statements that are required by applicable law, regulation or legal process.

13. Confidentiality

You agree that any Confidential Information You receive shall be used only in accordance with these Terms, and for the purpose which the Services are intended.
Confidential Information may include, but is not limited to any and all of the following information of the LLC that has been or may hereafter be disclosed in any form, whether in writing, orally, electronically or otherwise, or otherwise made available by observation, inspection or otherwise by the LLC  to You: (i) all information that is a trade secret under applicable trade secret or other law; (ii) all information concerning our proprietary rights as defined in Section 1 hereto; (iii) all information concerning the business and affairs of the LLC; (iv) all of the LLCs Work Product; and (v) relating to the Services.

14. Survivability

Even if these Terms is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

15. Severability

If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required to be enforceable, and the rest of the Terms will still be valid.

16. Waiver

If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

17. Amendment

These Terms and Conditions may be amended or modified only by a written instrument signed by an officer of Talaya Waller, LLC and You.

18. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on the Website. Any notice to us will be effective when delivered to us, at or any addresses as we may later post on the Website.

19. Entire Agreement

This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof.