Terms of Service

1. Agreement and accounts

You must be at least 18. Affirmative acceptance of these Terms and acknowledgement of the Privacy Policy will be required before public trial enrollment opens. That enrollment and acceptance flow is not available today. If you accept for an organization (the Customer), you represent that you have authority to bind it, and these Terms apply to the Customer and its authorized users. The Customer must provide accurate information, protect credentials, keep administrator and billing contacts current, promptly report suspected unauthorized access, and remain responsible for membership, roles, permissions, and activity under its accounts.

These Terms, the selected checkout record or order form, the Billing, Cancellation, and Refund Policy, the Privacy Policy, and any signed Data Processing Addendum (DPA) form the agreement. If they conflict, a signed order form or Enterprise agreement controls first for its subject matter, then the DPA for personal-data processing, then these Terms, and then the policies. Purchase-order terms do not modify the agreement unless Wayah signs them.

2. Customer data and ownership

The Customer retains ownership of its manufacturing and business information, including recipes and versions, plant, machine and parameter definitions, change requests, customer-created documents, and other uploaded or created information (Customer Data). The Customer grants Wayah a limited, nonexclusive right to host, copy, process, transmit, back up, secure, and display Customer Data only as needed to provide, support, protect, and improve Summit in accordance with the agreement. The Customer represents that it has the rights and permissions needed for Wayah to process Customer Data as instructed.

Wayah will not use identifiable Customer Data, including recipe, process, or manufacturing data, to train a general-purpose or shared artificial-intelligence model without the Customer's express written authorization. Wayah may use aggregated or de-identified service telemetry to operate, secure, analyze, and improve Summit only when it does not identify the Customer or disclose confidential manufacturing information, and Wayah will not attempt to re-identify it.

3. Wayah intellectual property

Wayah owns Summit software, source code, user interface, product design, Wayah-created documentation, trademarks, branding, and general platform improvements and features. Subject to the agreement, Wayah grants the Customer a limited, nonexclusive, nontransferable, nonsublicensable right for its authorized users to use Summit during an active trial, subscription, or applicable read-only period. No rights are granted except those stated. Feedback may be used without restriction or obligation, but Wayah will not identify the Customer publicly without permission.

4. Trial and plans

Each eligible organization receives one 30-day free trial with no card, charge, or automatic paid conversion. The trial starts at organization creation and does not restart when users or roles change. At expiry, the organization becomes read-only unless paid service begins. Trial access, export, retention, and deletion are governed by Section 12.

Available plan categories are Basic, Professional, and Enterprise. Basic and Professional support monthly and annual billing. Monthly plans are charged once each month. Annual plans are charged once for the full annual term at the start of each annual billing period; annual charges are not monthly installment plans. Current prices and plan limits are published on the Wayah Summit pricing page and are presented before purchase through checkout or an applicable order form. Prices exclude applicable taxes.

The plan, price, billing cadence, term, plan limits, and other commercial terms displayed and affirmatively accepted at checkout or in an order form govern the subscription. Wayah will retain a record of the accepted terms, policy version, and acceptance time. Enterprise pricing, limits, service levels, security terms, and support commitments may be negotiated in an order form or Enterprise agreement. A signed Enterprise agreement controls over these Terms only for an express conflict or where it expressly states otherwise.

There is no usage billing, overage charge, or automatic upgrade. At a limit, additional master-data creation is blocked and the customer is directed to upgrade or contact Wayah. Purchased limits will not be reduced during an active paid period.

5. Renewal, cancellation, refunds, and failed payments

AUTOMATIC RENEWAL. Monthly subscriptions renew each month and annual subscriptions renew each year on the renewal date unless canceled before that date. Before collecting billing information, Wayah will clearly disclose the amount and frequency of charges, renewal term, cancellation method, refund rule, and any material limits, and will obtain the Customer's affirmative consent. For an annual renewal, Wayah will send the billing contact a reminder 15 to 45 days before renewal, or earlier or more often when applicable law requires. A renewal notice will clearly identify the renewal date and any changed price or material term.

The Customer may cancel through the online account or subscription-management method made available at launch, or by contacting billing support. Cancellation will be reasonably simple and at least as easy as enrollment. Wayah will promptly confirm cancellation. Cancellation stops the next renewal and takes effect at the end of the then-current paid period, with paid access continuing until then. Payments are non-refundable and not prorated except for duplicate charges, billing or payment-processing errors, failure to provide a legally required renewal notice, or when applicable law requires a refund or credit.

Initial payment must succeed before paid access begins. A failed renewal receives a 14-day recovery period with normal paid access. If still unpaid, the organization becomes read-only; its data is not deleted because of the payment failure.

6. Taxes and launch geography

Prices exclude applicable taxes. Wayah collects sales and similar taxes where required. Stripe Tax calculates tax based on customer location and Wayah's active registrations. Wayah and its CPA determine registration obligations. A complete billing address is required.

Self-service paid subscriptions launch for US customers and require a US business billing address. Organizations outside the United States may contact Wayah and require manual review.

7. Acceptable use

Do not gain unauthorized access, interfere with service operation, conduct unauthorized probing, distribute malicious software, perform illegal activity, access another customer's information, resell or sublicense without permission, reverse engineer except where applicable law does not permit that restriction, bypass usage or security controls, or use automation that materially harms availability. Supported APIs, integrations, automation, and exports are allowed. Summit may not be used as an emergency, safety-instrumented, machine-control, life-safety, or other system whose failure could directly cause death, personal injury, environmental harm, or physical property damage.

8. Security, providers, and suspension

Wayah maintains administrative, technical, and organizational safeguards designed to protect Summit and Customer Data. Wayah will investigate a confirmed security incident involving Customer Data and notify the affected Customer without undue delay and as required by law, subject to legitimate law-enforcement and remediation needs. Clerk supports identity; Stripe will support payments, billing, fraud prevention, and taxes after commerce launches; Cloudflare supports DNS, routing, security, and network protection. Wayah may use other subprocessors that are subject to written confidentiality, security, and data-protection duties; material subprocessor changes will be communicated through a published list or other reasonable notice.

Wayah may suspend access to the extent reasonably necessary for a security threat, unauthorized access, fraud, illegal activity, material violation, serious service risk, or nonpayment after the 14-day recovery period. Where practical, Wayah will give notice and an opportunity to cure, limit the suspension to affected users or functions, and restore access promptly after the issue is resolved. Emergency action may occur without advance notice when delay would create material risk.

9. Confidentiality

Each party may receive nonpublic information that a reasonable person would understand is confidential, including Customer Data, product roadmaps, security information, pricing, and business or technical information (Confidential Information). The receiving party will use Confidential Information only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel, advisers, and service providers who need to know it and are bound by confidentiality duties.

Confidential Information does not include information that the receiving party can document is public through no breach, already lawfully known without restriction, rightfully received from a third party without a duty, or independently developed without use of the other party's Confidential Information. A receiving party may disclose information when legally required if, where lawful, it gives prompt notice and reasonable assistance. These duties continue for five years after disclosure, and for trade secrets and Customer Data as long as protected by applicable law or the agreement.

10. Service responsibilities and liability

EXCEPT FOR EXPRESS COMMITMENTS IN THE AGREEMENT, SUMMIT IS PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. WAYAH DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WAYAH DOES NOT WARRANT THAT SUMMIT WILL BE UNINTERRUPTED, ERROR-FREE, OR 100 PERCENT AVAILABLE, OR THAT CUSTOMER DATA OR RESULTS WILL BE ACCURATE OR COMPLETE. BASIC AND PROFESSIONAL PLANS HAVE NO SERVICE-LEVEL AGREEMENT; ENTERPRISE COMMITMENTS MAY BE NEGOTIATED IN WRITING.

The Customer remains solely responsible for equipment operation, production decisions, process validation, recipe and parameter verification, workplace and equipment safety, regulatory compliance, backups and business-continuity procedures, and approval decisions. Summit is an information and workflow tool, not a substitute for qualified engineering judgment, required testing, safety controls, or independent verification before production use. The Customer must not rely on Summit to directly control machinery or implement a safety-critical decision.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, PRODUCTION, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR SUMMIT DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. These limits do not apply to payment obligations, a party's indemnification obligations, fraud or willful misconduct, infringement or misappropriation of the other party's intellectual property, or liability that applicable law does not permit the parties to limit. The exclusions and cap apply in the aggregate regardless of the theory of liability.

11. Indemnification

The Customer will defend Wayah and its affiliates, officers, and personnel against a third-party claim arising from Customer Data that infringes or misappropriates the third party's rights, the Customer's unlawful or unauthorized use of Summit, or the Customer's use of Summit or process information in connection with personal injury, physical property damage, or unsafe equipment operation. The Customer will pay damages, costs, and reasonable attorneys' fees finally awarded or agreed in a settlement it approves.

Wayah will defend the Customer against a third-party claim that the authorized use of Summit infringes a United States patent, copyright, or trademark, or misappropriates a United States trade secret, and will pay damages, costs, and reasonable attorneys' fees finally awarded or agreed in a settlement it approves. Wayah has no obligation for claims caused by Customer Data, unauthorized modifications or combinations, use outside the agreement, or continued use after Wayah provides a non-infringing alternative.

For a covered infringement claim, Wayah may obtain the right to continue use, modify or replace Summit so it is non-infringing without materially reducing core functionality, or terminate the affected service and refund prepaid fees for the unused portion of the term. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense, and allow it to control the defense and settlement, except no settlement may admit fault or impose nonmonetary obligations on the indemnified party without consent.

12. Retention, deletion, and export

After a paid subscription ends, read-only access lasts 12 months and Customer Data is retained for five years total. After year one, dormant information may move to archival storage. During years two through five, an authorized administrator may request restoration or export; reasonable restoration charges will be disclosed and agreed before work begins. After five years, Customer Data is deleted or irreversibly de-identified, subject to legal, accounting, tax, fraud-prevention, dispute, security, and backup requirements.

Authorized administrators may request earlier deletion or an export of available Customer Data in a commonly used machine-readable format where practical. Wayah may verify authority and will not be required to reconstruct data that has already been deleted under the agreement. Protected backups expire through normal rotation and remain isolated from ordinary use until overwritten; no exact public backup duration is promised.

For a trial-only organization that does not begin paid service, read-only access lasts 30 days after trial expiry. Wayah may delete or irreversibly de-identify Customer Data 90 days after trial expiry after sending reasonable advance notice to the administrator, subject to legal holds and backup rotation. The administrator should export needed data before the deletion date.

13. Governing law, venue, and changes

North Carolina law governs without regard to conflict-of-law rules. Each party consents to exclusive jurisdiction and venue in the state courts located in Wake County, North Carolina, and the federal courts serving that county. These Terms do not require mandatory arbitration. Either party may seek temporary or injunctive relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, or data security.

Wayah may update these Terms prospectively. Material changes receive reasonable advance email or in-application notice and, when they materially increase the Customer's obligations or reduce material rights during a paid term, require affirmative acceptance or take effect at the next renewal unless a change is required sooner by law or to address an urgent security risk. Minor corrections, formatting, contact updates, and legally required administrative changes do not automatically require new acceptance. Changes do not retroactively alter accrued rights or an accepted order form.

14. Termination and effect

Either party may terminate the agreement for a material breach that remains uncured 30 days after written notice. Wayah may terminate immediately for unlawful use, a material security threat that cannot reasonably be cured, or insolvency to the extent permitted by law. The Customer may cancel renewal as described in Section 5. On termination, access ends except for any stated read-only period, unpaid amounts become due, and Sections concerning ownership, confidentiality, disclaimers, liability, indemnification, retention, dispute terms, and other provisions that by their nature should survive will survive.

15. General terms

Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations. Neither party may assign the agreement without the other's consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets if the assignee assumes the agreement. Notices may be sent electronically to the account, administrator, billing, or legal contact on file; legal notices to Wayah must also be sent to [email protected]. The agreement is the entire agreement about Summit and supersedes prior discussions on that subject. Amendments must be in writing or made under Section 13. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains effective. A waiver must be explicit and does not waive future enforcement. The parties are independent contractors, and there are no third-party beneficiaries.