Terms of Service

Last Modified: July 16, 2026

These Terms of Service (this "Agreement") are a binding contract between you ("Customer," "you," or "your") and Good Airs Tech LLC, a Wyoming limited liability company, with a registered address of [mailing address pending] ("Wance," "we," or "us"). This Agreement governs your access to and use of the Services. Wance and Customer may be referred to collectively as the "Parties" or individually as a "Party."

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK "I ACCEPT" OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY DOING SO YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO IT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION (SECTION 13) AND A CLASS ACTION / JURY TRIAL WAIVER THAT, UNLESS YOU OPT OUT AS DESCRIBED BELOW, REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

  • "Aggregated Data" means data derived from Customer Data or Customer's use of the Services that is used by Wance in an aggregate and anonymized manner, including to compile statistical and performance information.
  • "Authorized User" means Customer's employees, consultants, contractors, and agents authorized by Customer to access and use the Services under this Agreement.
  • "Customer Data" means information, data, and content submitted, posted, or transmitted by or on behalf of Customer or an Authorized User through the Services. Customer Data does not include Aggregated Data.
  • "Documentation" means Wance's end-user documentation for the Services.
  • "Harmful Code" means any virus, worm, malware, or other malicious code intended to disrupt, disable, or harm any system, software, or data.
  • "Order" means the ordering document entered into by the Parties or the results of Wance's online ordering process.
  • "Personal Information" means information that identifies or can identify a specific individual, including any "personal data" or "personally identifiable information" under applicable data privacy laws.
  • "Services" means Wance's proprietary hosted Backend-as-a-Service platform — including authentication, database, file storage, and cloud functions — as made available by Wance from time to time.
  • "Wance IP" means the Services, the Documentation, Aggregated Data, and all intellectual property provided in connection with the foregoing. Wance IP does not include Customer Data.
  • "Third-Party Products" means any third-party products provided with, integrated with, or incorporated into the Services.
  • "Usage Limitations" means the usage limitations in this Agreement and the Order, including any limits on Authorized Users and the applicable product, pricing, and support tiers.

2. Access and Use

a. Provision of Access. Subject to Customer's compliance with this Agreement, Wance grants Customer, during the Subscription Period, a non-exclusive, non-transferable (except per Section 14(g)), non-sublicensable right to access and use the Services for Customer's internal business purposes and the features specified in the Order.

b. Documentation License. Subject to this Agreement, Wance grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Documentation during the Subscription Period for Customer's internal business purposes.

c. Use Restrictions. Customer shall not, and shall not permit any Authorized User to: (i) copy, modify, or create derivative works of any Wance IP; (ii) rent, lease, lend, sell, sublicense, distribute, or otherwise make the Services available to any third party; (iii) reverse engineer, decompile, or attempt to derive the source code of the Services; (iv) remove any proprietary notices; (v) use the Wance IP in any manner that infringes any third-party right or violates applicable law; (vi) use the Wance IP for competitive analysis or to build a competing product; (vii) bypass or breach any security device or protection of the Services; or (viii) input or transmit any unlawful material or any Harmful Code.

d. Reservation of Rights. Wance reserves all rights not expressly granted. No implied rights or licenses are granted to Customer.

e. Suspension. Wance may temporarily suspend access to the Services if it reasonably determines that: (i) there is a threat or attack on the Wance IP; (ii) Customer's use disrupts or poses a security risk to the Services or other customers; (iii) Customer is using the Services for fraudulent or illegal activity; (iv) Customer's use is prohibited by applicable law; or (v) a vendor has suspended a Third-Party Product required for the Services. Wance will use commercially reasonable efforts to give notice and to restore access promptly once the cause is resolved, and will have no liability for any consequences of a suspension.

f. Aggregated Data. Wance may monitor use of the Services and compile Aggregated Data. All rights in Aggregated Data belong to Wance. Wance may use and disclose Aggregated Data to the extent permitted by applicable law.

3. Customer Responsibilities

a. General. Customer is responsible and liable for all use of the Services resulting from access it provides, directly or indirectly. Customer is responsible for all acts and omissions of its Authorized Users, and will make Authorized Users aware of the applicable provisions of this Agreement.

b. Third-Party Products. Third-Party Products are subject to their own terms. By authorizing Wance to transmit Customer Data from a Third-Party Product, Customer represents it has all necessary rights to do so.

c. Customer Control and Responsibility. Customer retains sole responsibility for: (i) all Customer Data, including its content and use; (ii) all instructions and materials it provides; (iii) its own information technology infrastructure ("Customer Systems"); (iv) the security and use of its and its Authorized Users' access credentials; and (v) all access to and use of the Services through the Customer Systems or its credentials.

d. Responsible Use of AI-Powered Tools. Where Wance makes any AI-enabled tool available ("AI Tool"), Customer is responsible for its responsible and informed use, including: (a) ensuring any data or prompts submitted ("AI Input") are submitted with all necessary rights and consents and do not violate law or third-party rights; (b) applying human judgment to review any output ("AI Output") before relying on it; (c) not treating AI Output as legal, financial, security, or other professional advice; and (d) escalating to a human representative when authoritative confirmation is required.

4. Support

During the Subscription Period, Wance will use commercially reasonable efforts to provide basic customer support through its standard support channels during normal business hours.

5. Fees and Payment

a. Fees. Where paid services are agreed in an Order, Customer shall pay the fees ("Fees") without offset or deduction at the cadence stated in the Order. Fees are non-refundable. If Customer fails to pay when due and has not raised a good-faith dispute in writing within ten (10) days, Wance may: (i) charge interest at 1.5% per month (or the highest rate permitted by law); (ii) recover reasonable collection costs; and (iii) suspend access if non-payment continues for ten (10) days or more.

b. Taxes. All Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, and similar taxes, other than taxes on Wance's income.

6. Confidential Information

a. Definition. Each Party may disclose "Confidential Information" — information marked confidential or that a reasonable person would understand to be confidential. Except for Personal Information, Confidential Information excludes information that is public, already known to the receiving Party, rightfully obtained from a third party, or independently developed.

b. Duty. The receiving Party shall not disclose the other Party's Confidential Information except to Representatives with a need to know, and may disclose where required by law (with prior notice where permitted) or to establish its rights under this Agreement.

c. Effect of Termination. On termination, the receiving Party will return or destroy the other Party's Confidential Information. Confidentiality obligations survive for three (3) years after termination, and indefinitely for trade secrets.

7. Personal Information

Wance's Privacy Policy, available at https://wance.dev/privacy, is incorporated by reference. By using the Services, Customer acknowledges it has reviewed the Privacy Policy. Customer is responsible for ensuring its Customer Data and use of it complies with applicable law, and for properly configuring the Services and maintaining appropriate security and backups of Customer Data. Customer may not store or process protected health information (as defined under HIPAA) using the Services unless it has signed a Business Associate Agreement with Wance, and may not store payment cardholder information without Wance's prior written approval.

8. Intellectual Property; Feedback

a. Wance IP. As between the Parties, Wance owns all right, title, and interest in the Wance IP.

b. Customer Data. As between the Parties, Customer owns all right, title, and interest in the Customer Data. Customer grants Wance a non-exclusive, royalty-free, worldwide license to use and display Customer Data solely as necessary to provide the Services, and a license to use Customer Data incorporated within Aggregated Data. Customer may export its Customer Data at any time through the Services. Wance will not use Customer Data, AI Input, or AI Output to train, fine-tune, or improve any AI or machine-learning model without Customer's prior written consent.

c. Feedback. Wance may freely use any Feedback Customer provides, without identifying Customer as the source without its approval.

9. Warranties; Disclaimer

a. Customer. Customer represents and warrants that it has the necessary rights in the Customer Data so that, as processed under this Agreement, it does not infringe any third-party right or violate any law.

b. Disclaimer. THE WANCE IP IS PROVIDED "AS IS," AND WANCE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WANCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. ANY AI TOOLS AND THEIR OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND MAY BE INACCURATE OR INCOMPLETE.

10. Indemnification

a. By Wance. Wance shall defend and indemnify Customer against Losses from a third-party claim that the Services, used in accordance with this Agreement, infringe a third party's US copyrights or trade secrets, provided Customer promptly notifies Wance, cooperates, and allows Wance to control the defense. This does not apply to claims arising from Customer Data, Third-Party Products, AI Input, AI Output, modifications not made by Wance, or use in unauthorized combinations.

b. By Customer. Customer shall defend and indemnify Wance against Losses from a third-party claim that the Customer Data or AI Input infringes a third party's rights, or arising from Customer's negligence, willful misconduct, or unauthorized use of the Services.

c. Sole Remedy. This Section sets out each Party's sole liability and remedy for third-party infringement claims.

11. Limitation of Liability

EXCEPT FOR EACH PARTY'S CONFIDENTIALITY BREACHES, INDEMNITY OBLIGATIONS, OR GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT ("EXCLUDED LIABILITIES"): (A) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO WANCE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. WANCE'S AGGREGATE LIABILITY FOR EXCLUDED LIABILITIES WILL NOT EXCEED THREE TIMES (3X) THAT AMOUNT.

12. Term and Termination

a. Subscription Period. This Agreement begins on the Effective Date and continues for the period in the Order, automatically renewing for successive equal terms unless either Party gives at least thirty (30) days' written notice of non-renewal.

b. Termination. Wance may terminate on notice if Customer fails to pay (uncured after ten days' notice) or breaches Section 2(c) or Section 6. Either Party may terminate for a material breach that is uncured thirty (30) days after written notice, or immediately on the other Party's insolvency or bankruptcy.

c. Effect. On termination, Customer shall stop using the Wance IP. No termination affects Fees already due, and no refund is owed.

d. Survival. Sections 1, 5, 6, 8, 9, 10, 11, 12(c)–(d), 13, and 14 survive termination.

13. Governing Law; Arbitration; Class Action Waiver

a. Governing Law. This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the Arbitration Agreement below. The UN Convention on Contracts for the International Sale of Goods does not apply.

b. Arbitration Agreement. Any dispute arising out of or relating to this Agreement or the Services will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its applicable rules. Before initiating arbitration, the Parties will attempt to resolve the dispute informally for sixty (60) days after written notice to [email protected]. The seat of arbitration will be [COUNTY, STATE]. Nothing here prevents either Party from seeking injunctive relief in court to protect its intellectual property or Confidential Information, or from bringing an individual claim in small-claims court.

c. Opt-Out. You may opt out of this Arbitration Agreement within thirty (30) days of accepting this Agreement by emailing [email protected] with your full legal name and a statement of intent to opt out. Opting out does not affect the rest of this Agreement.

d. Class Action / Jury Trial Waiver. Each Party waives any right to a jury trial and to bring or participate in any class, collective, or representative action. The arbitrator may award relief only on an individual basis.

14. Miscellaneous

a. Entire Agreement. This Agreement, with any Orders, is the entire agreement between the Parties and supersedes all prior understandings. In case of conflict, this Agreement controls over incorporated documents.

b. Notices. Notices must be in writing and sent to the addresses in the Order or to [email protected] for Wance. Customer consents to receive electronic communications, which satisfy any "in writing" requirement.

c. Force Majeure. Neither Party is liable for delays (other than payment obligations) caused by events beyond its reasonable control.

d. Amendment. Wance may change this Agreement (other than Orders) from time to time, updating the "Last Modified" date and providing reasonable notice. Continued use after the effective date constitutes acceptance.

e. Waiver. No failure to exercise a right is a waiver, and waivers must be in writing.

f. Severability. If any provision is unenforceable, the rest of the Agreement remains in effect.

g. Assignment. Customer may not assign this Agreement without Wance's prior written consent. Wance may assign freely. The Agreement binds permitted successors and assigns.

h. Export Regulation. Customer shall comply with all applicable US export-control laws and shall not export the Services to any prohibited jurisdiction or party.

i. US Government Rights. The Services and Documentation are "commercial items" under 48 C.F.R. § 2.101; US Government users receive only the rights granted to all other end users.

j. Equitable Relief. A breach of Section 6 or Section 2(c) may cause irreparable harm, entitling the non-breaching Party to equitable relief without posting bond.

k. Publicity. Wance may identify Customer as a user and use Customer's name and logo in customer lists and marketing unless Customer opts out in writing. Otherwise neither Party may use the other's trademarks without prior written approval.

This template is provided for drafting purposes and is not legal advice. Have it reviewed by qualified U.S. counsel before publishing, and confirm the governing-law state matches your state of incorporation.

A Spanish translation of this document is available as a courtesy. In case of any discrepancy between the versions, the English version prevails.