Last Updated: {{12/30/2025}}

Welya is a SaaS platform designed for professionals wishing to organize, broadcast, and administer webinars—and more broadly, online events—for commercial, educational, or communication purposes.

Any use of the software, features, websites, platforms, and services offered by Welya, Inc. (collectively, the "Service") is subject to these Terms of Service, as well as to all policies, documents, and schedules expressly incorporated herein by reference (collectively, the "Agreement").

This Agreement sets forth the terms and conditions under which Welya, Inc., a corporation organized under the laws of the State of Delaware, provides its Service to its professional clients, as well as the terms under which the Service may be accessed, used, and operated.

By creating an account, subscribing to a plan, accessing the Service, or interacting with it in any manner whatsoever, you acknowledge that you have read and understood the Agreement and expressly agree to be bound by all of its terms, as well as by all applicable laws, rules, and regulations.

BY ACCESSING, USING, OR INTERACTING DIRECTLY OR INDIRECTLY WITH THE WELYA SERVICE, YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, WITHOUT RESERVATION.

If you do not accept these Terms, you are not authorized to access or use the Service.

DEFINITIONS

• Agreement: Refers to the entire contract binding the Client to Welya, consisting of these Terms of Service, the Privacy Policy, the DMCA & Copyright Policy, and any document, policy, or schedule expressly incorporated by reference.

• Welya: Refers to Welya, Inc., a corporation organized under the laws of the State of Delaware (United States), operating the Welya platform and providing the Service.

• Client / Client-Organizer: Refers to any natural or legal person acting strictly in a professional capacity, who has created an Account on the Welya platform and uses the Service as part of their business activity, particularly to organize and broadcast webinars or online events.

• Authorized User: Refers to any natural person expressly authorized by the Client to access the Service through their Account, within the limits of the rights and features defined by the Client. Authorized Users act under the sole responsibility of the Client.

• Attendee / Participant: Refers to any person accessing a webinar, online event, or content broadcast via the Service, without holding a Client Account.

• DMCA & Copyright Policy: Refers to the document describing the notification and counter-notification procedures provided under the Digital Millennium Copyright Act (17 U.S.C. §512), the measures for removing or disabling access to infringing content, and the policy applicable to repeat infringers, as published by Welya and forming an integral part of the Agreement.

• Service: Refers to all software, platforms, interfaces, websites, features, tools, and infrastructure made available by Welya under a Software as a Service (SaaS) model, enabling, in particular, the organization, broadcasting, hosting, administration, and analytics of webinars and interactive content.

• Products: Collectively refers to the Service, as well as all features, modules, options, updates, patches, and enhancements offered by Welya.

• Prospect: Refers to any natural or legal person who is not yet a Client, benefiting where applicable from access to the Service under a free trial period, and who has not subscribed to any paid plan.

• Account / Client Account: Refers to the personal workspace created by the Client upon registration, allowing them to access the Service, manage their settings, subscriptions, Authorized Users, and Content.

• Subscription: Refers to the contractual plan chosen by the Client, defining the term, features, usage limits, financial terms, and scope of the accessible Service.

• Content: Refers to all elements created, uploaded, broadcast, hosted, or made available via the Service by the Client, Authorized Users, or Attendees, including in particular audiovisual content, text, images, documents, messages, links, offers, or educational and marketing materials.

• User-Generated Content (UGC): Refers to any content, information, data, message, media, or interaction created, transmitted, broadcast, or made accessible by the Client, Authorized Users, or Attendees via the Service.

• Client Data: Refers to all data, including personal data, collected, uploaded, processed, or utilized by the Client via the Service, including data related to Authorized Users, Attendees, and interactions occurring during webinars.

• Personal Data: Refers to any information relating to an identified or identifiable natural person, within the meaning of applicable data protection regulations, including the GDPR, UK GDPR, PIPEDA, the Swiss Federal Act on Data Protection, or any equivalent legislation.

• Privacy Policy: Refers to the document setting out the terms of collection, processing, retention, and protection of personal data by Welya, accessible on Welya's platform or website, and forming an integral part of the Agreement.

• Confidential Information: Refers to any non-public information, in whatever form, disclosed by one Party to the other or brought to its knowledge in connection with the performance of the Agreement, including technical, commercial, financial, strategic, or contractual information, or information relating to the Service.

• Applicable Laws: Refers to all laws, regulations, and legal obligations applicable to the use of the Service, including Delaware state law, U.S. federal law, and the laws applicable in the jurisdictions where the Client operates their business or targets their Attendees.

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1. CONDITIONS OF ACCESS TO THE SERVICE, ACCOUNT CREATION, AND SECURITY

1.1 Access to the Service

Access to the Service is reserved exclusively for Clients acting in a professional capacity, as well as Prospects benefiting from temporary access to the Service within the framework of a free trial offered by Welya.

Use of the Service requires prior creation of a Client account. The Client acknowledges that access to the Service is personal, professional, and subject to compliance with these Terms. Any use for unlawful, fraudulent, or non-compliant purposes is strictly prohibited.

Welya reserves the right to refuse, suspend, or restrict access to the Service to any person whose use is likely to compromise the Service, system security, Welya, or third parties.

1.2 Free Trial Period

Welya may offer, at its sole discretion, a free trial period allowing a Prospect to access the Service without an immediate subscription to a paid plan and without providing a payment method.

During the trial period:

• The Prospect does not acquire Client status;

• Access to the Service is time-limited and may be restricted in terms of features;

• The Prospect is subject to all of these Terms of Service.

At the end of the trial period, access to the Service is automatically terminated unless the Prospect expressly subscribes to a paid plan.

1.3 Accuracy and Updating of Information

The Client warrants that all information provided to Welya upon account creation and throughout the period of use of the Service is accurate, complete, truthful, and up to date.

The Client agrees to promptly update any information that becomes inaccurate or obsolete. Welya shall not be held liable for any consequences resulting from erroneous, incomplete, or out-of-date information.

Welya reserves the right to request any supporting documentation necessary to verify the accuracy of the information provided and, in the event of an obvious anomaly or failure to respond, to suspend access to the Service.

1.4 Credentials, Confidentiality, and Security

The Client is entirely responsible for maintaining the confidentiality and security of its login credentials (username, password, access keys, or API keys, as applicable).

Any connection, action, or operation performed from the Client’s account shall be deemed to have been carried out by the Client itself or under its sole responsibility, including when performed by an Authorized User or a third party who gained access to the credentials.

The Client agrees to implement all reasonable measures to preserve access security and to never disclose its credentials to unauthorized third parties.

1.5 Security Compromise

In the event of loss, disclosure, compromise, or suspected unauthorized access to its account, the Client agrees to notify Welya immediately by any appropriate means.

Any delay in such notification may aggravate the consequences of the incident and shall engage the Client's liability. Welya may, as a precautionary measure, temporarily suspend access to the affected account to preserve the security of the Service and data.

1.6 Authorized Users

The Client may authorize Authorized Users to access the Service within the limits of the rights and features subscribed to.

The Client remains fully and exclusively responsible for:

• The selection of Authorized Users;

• Managing their access rights;

• Their use of the Service;

• Any breach of these Terms committed by them.

Authorized Users are deemed to act on behalf of the Client and under its sole responsibility.

1.7 Unlawful, Fraudulent, or Abusive Use

Any use of the Service for illegal, fraudulent, abusive, or non-compliant purposes under these Terms is strictly prohibited.

Welya reserves the right, at its sole discretion and without prior notice, to suspend, restrict, or permanently delete the Client Account when fraudulent, abusive, or non-compliant use is identified or suspected, without compensation or refund.

1.8 Prohibition of Multiple Accounts and Circumvention

Unless otherwise authorized in writing by Welya, the Client is prohibited from creating, holding, or using multiple accounts, directly or indirectly, for the purpose of:

• Circumventing technical, operational, or pricing limits;

• Fraudulently benefiting from offers, trials, or features;

• Evading an account suspension, restriction, or termination.

Any attempt at circumvention constitutes a material breach of these Terms and may lead to the immediate deletion of all associated accounts, without notice or indemnity.

2. DESCRIPTION OF THE SERVICE – FEATURE EVOLUTION

2.1 Nature of the Service

Welya provides the Client with an online software platform, delivered under a Software as a Service (SaaS) model, enabling the organization, broadcasting, hosting, administration, and analytics of webinars, online events, and interactive content, as well as access to associated technical and analytical features (the "Service").

The Service is provided exclusively for professional purposes and in connection with the Client's business activities. Welya acts solely as a technical service provider and is in no way involved in the design, content, or commercialization of the Client's offerings.

2.2 Features and Scope of the Service

The features of the Service are those described on Welya’s website and/or in the commercial offer subscribed to by the Client at the time of subscription.

The Client acknowledges that:

• The functional scope of the Service may vary depending on the subscription plan selected;

• Certain features may be subject to technical limitations (webinar duration, number of Attendees, data volume, streaming capacities);

• Certain features may be offered on a progressive, conditional, or experimental basis.

No feature shall be considered permanently guaranteed.

2.3 Service Modifications and Updates

Welya reserves the right to modify or evolve the Service at any time, in particular to:

• Improve its performance, security, or user experience;

• Add, modify, or remove features;

• Adapt the Service to technical, regulatory, or economic constraints.

The Client acknowledges and agrees that such changes may occur without prior notice, provided they do not substantially alter the core use of the Service in its subscribed version.

2.4 No Guarantee of Results

The Client expressly acknowledges that Welya assumes no obligation of result, particularly regarding:

• The commercial performance of webinars;

• Attendance, conversion, or sales rates;

• Growth in revenue or audience for the Client.

Any commercial decision taken by the Client based on the use of the Service is under its sole responsibility.

2.5 Reliance on Third-Party Services

The Service may rely, in whole or in part, on infrastructures or services provided by third parties, particularly regarding hosting, media streaming, telecommunication networks, or payment processors.

The Client acknowledges that interruptions, slowdowns, or malfunctions may occur due to these third-party services, without Welya incurring any liability in this regard.

2.6 Reasonable Efforts Obligation

The Service is provided under an obligation of commercially reasonable efforts (obligation de moyens). Welya implements reasonable technical and organizational measures to ensure access to and operation of the Service, without guaranteeing continuous, uninterrupted, or error-free availability.

3. RIGHT OF ACCESS AND USE OF THE SERVICE (LIMITED LICENSE)

3.1 Grant of License

Subject to compliance with these Terms and full payment of all fees due under the subscribed plan, Welya grants the Client a limited, personal, non-exclusive, non-transferable, non-assignable, and revocable license to access and use the Service in accordance with its intended purpose for the duration of the active subscription.

This license is strictly limited to the Client's internal professional use and conveys no intellectual property rights in or to the Service, software, interfaces, features, trademarks, or associated elements.

3.2 Usage Restrictions

Unless expressly authorized in writing by Welya, the Client is strictly prohibited from:

• Copying, reproducing, modifying, adapting, translating, distributing, or creating derivative works of the Service;

• Decompiling, disassembling, reverse engineering, or attempting to discover the source code, algorithms, or architecture of the Service;

• Reselling, leasing, sublicensing, making available, or operating the Service for the benefit of unauthorized third parties;

• Circumventing or attempting to circumvent any technical measures, usage limits, or security mechanisms;

• Using the Service in a manner likely to compromise its operation, integrity, or security.

Any non-compliant use may result in the immediate suspension or termination of the Client Account, without prejudice to any other rights or remedies available to Welya.

3.3 Client Content

The Client retains all ownership rights in and to the Content it broadcasts via the Service.

Solely for the purpose of operating and providing the Service, the Client grants Welya a non-exclusive, worldwide, royalty-free, limited-term license for the duration of the subscription to host, store, process, transmit, and display the Content strictly as necessary for the operation of the Service.

This license terminates upon the deletion of the Client Account, subject to applicable statutory data retention obligations.

3.4 Revocability of License

The license granted herein automatically terminates:

• Upon the expiration or termination of the subscription, for whatever reason;

• In the event of a breach of these Terms by the Client or its Authorized Users.

As of such date, the Client shall immediately cease all use of the Service, without prejudice to provisions relating to the retention or retrieval of Client Data specified in the Privacy Policy.

3.5 No Transfer of Ownership

The license granted under this Section does not transfer any intellectual property rights, which remain governed by the provisions of Section 6.

4. ACCEPTABLE USE OF THE SERVICE

4.1 General Principle of Use

The Client agrees to use the Service exclusively:

• In accordance with these Terms;

• In compliance with all applicable laws and regulations;

• In a fair, reasonable manner consistent with the Service’s intended purpose.

Any use of the Service contrary to its purpose, or likely to harm the security, integrity, availability, reputation of Welya, or the rights of third parties, is strictly prohibited.

4.2 Prohibited Content and Activities

The Client is strictly prohibited from directly or indirectly using the Service—or permitting Authorized Users or Attendees to use it—to:

• Broadcast, promote, or host illegal, fraudulent, misleading, or deceptive content;

• Breach public order, public morals, or third-party rights (intellectual property, image rights, privacy, etc.);

• Promote or facilitate illegal, regulated, or prohibited activities, including those involving weapons, drugs, illicit substances, prostitution, human trafficking, or money laundering;

• Broadcast hateful, defamatory, discriminatory, violent, or inciting content;

• Conduct or facilitate spamming, phishing, unsolicited bulk communications, or any form of abusive solicitation;

• Collect or process personal data in violation of applicable privacy laws;

• Distribute malware, viruses, scripts, or any code intended to disrupt or compromise the Service or third-party systems.

This list is non-exhaustive.

4.3 Service Security and Technical Integrity

The Client shall not take any action aimed at:

• Testing, circumventing, or compromising the security mechanisms of the Service;

• Accessing or attempting to access unauthorized accounts, data, or systems;

• Intentionally overloading Welya’s infrastructure;

• Disrupting the proper functioning, availability, or performance of the Service.

Any attempted intrusion, reverse engineering, or system abuse constitutes a material breach of these Terms.

4.4 Client Responsibility for Authorized Users and Attendees

The Client is fully responsible for the use of the Service by:

• Its Authorized Users;

• Attendees participating in webinars organized by the Client;

• Any person accessing content broadcast under the Client’s control.

The Client agrees to inform these individuals of applicable rules and ensure compliance. Any breach committed by a third party using the Service under the Client’s responsibility shall be deemed a breach by the Client itself.

4.5 Right of Suspension and Termination

Welya reserves the right, at its sole discretion, without notice or indemnity, to:

• Temporarily suspend access to the Service;

• Limit specific features;

• Terminate the Client Account,

when it believes in good faith that the Client's use of the Service:

• Violates these Terms;

• Exposes Welya to legal, regulatory, technical, or reputational risks;

• Compromises the security or proper operation of the Service.

This action is without prejudice to any other rights or remedies available to Welya.

4.6 No Monitoring Obligation

The Client expressly acknowledges that Welya is under no general obligation to monitor Content, Client Data, or use of the Service.

Any action taken by Welya to moderate, remove, or block certain content or access shall not be construed as an admission of liability or a waiver of its rights under these Terms.

5. CONTENT, CLIENT DATA, USAGE RESTRICTIONS, AND CLIENT LIABILITY

5.1 Principle of Sole Client Responsibility

The Client acknowledges and agrees that it is solely and exclusively responsible for:

• The Content it creates, uploads, broadcasts, or makes available via the Service, including when recorded, stored, replayed, or made available on-demand;

• Obtaining all necessary rights, licenses, and permissions required to exploit the broadcast content;

• Compliance with all laws and regulations applicable to its business, including intellectual property, data protection, consumer protection, and advertising laws;

• Compliance with notification and takedown procedures provided under the Digital Millennium Copyright Act (DMCA – 17 U.S.C. §512), as detailed in the DMCA & Copyright Policy.

  
  

Welya acts strictly as a technical hosting provider offering software infrastructure, without participating in the creation, validation, broadcasting, or promotion of Client Content.

The Client warrants that it holds all necessary rights, permissions, and licenses, including copyrights, neighboring rights, image rights, and authorization from individuals appearing in content, as well as any required consent for recording and replaying webinars.

5.2 Content Warranties and Liability

The Client warrants that all Content broadcast via the Service:

• Is lawful, fair, and compliant with applicable laws and regulations;

• Does not infringe upon any third-party rights (intellectual property, image rights, privacy, personal data, etc.);

• Is not misleading, deceptive, fraudulent, or abusive;

• Is not liable to trigger civil, criminal, or administrative liability for Welya.
  
  

Welya acts solely as a technical provider and host, without participating in the creation, selection, modification, or validation of content, exercising no prior or systematic editorial control, and incurring no liability for the legality, accuracy, or nature of content broadcast by the Client, Authorized Users, or Attendees.

5.3 Client Data – Compliance and Controller Role

Client Data, including data related to Authorized Users, Attendees, and individuals interacting with Content, is processed under the sole responsibility of the Client.

The Client acknowledges that it acts as the Data Controller for such Client Data under applicable data protection laws, including the GDPR, UK GDPR, PIPEDA, and equivalent legislation.

The Client is responsible for:

• Collecting data lawfully, fairly, and transparently;

• Informing data subjects and obtaining any required consents;

• Defining the purposes and retention periods for data;

• Ensuring data security and confidentiality.

5.4 Role of Welya as Data Processor

For Client Data processed within the Service, Welya acts exclusively as a Data Processor, in accordance with the Privacy Policy incorporated herein.

Welya processes Client Data solely on the documented instructions of the Client and strictly to the extent necessary to perform the Service.

5.5 General Restrictions

The Client agrees not to use the Service in any manner that could:

• Violate applicable laws;

• Breach these Terms;

• Infringe third-party rights;

• Compromise the security, integrity, or performance of the Service.

5.6 Reverse Engineering Prohibition

The Client is expressly prohibited from inspecting, analyzing, decompiling, disassembling, translating, or attempting to extract, directly or indirectly, the source code, APIs, algorithms, architecture, or internal components of the Service.

5.7 Circumvention of Limits

The Client shall not circumvent, manipulate, or neutralize:

• Subscription or billing limits;

• Access or usage restrictions;

• Technical safeguards;

• Limits on Attendees, webinar duration, or storage volume;

• System quotas or protective measures.

Any attempt at circumvention constitutes a material breach of these Terms.

5.8 Unauthorized Data Extraction and Use

The Client is specifically prohibited from:

• Carrying out automated data extraction (scraping, harvesting, crawling);

• Exporting, copying, or exploiting Attendee data (notably email addresses) for resale, assignment, or unauthorized external use;

• Using data derived from the Service for purposes unrelated to the normal execution of the Service.

5.9 Limitation to Internal Organization

The Client may not share, provide, or resell access to the Service to unauthorized external third parties, whether for free or for fee, outside its organizational scope or declared Authorized Users.

5.10 Prohibition of Resale and Competition

The Client shall not:

• Resell, lease, or commercialize access to the Service;

• Use the Service to develop, promote, or operate a competing, similar, or substitute product or service;

• Misappropriate the Service from its intended purpose.

  
  

5.11 Multi-Jurisdictional Legal Compliance

The Client agrees to comply with all applicable laws:

• In its jurisdiction of establishment;

• In target jurisdictions where it conducts activities;

• As well as applicable federal and state laws in the United States.

The Client assumes sole liability for any consequences arising from non-compliance.

5.12 Absence of Prior Control

The Client expressly acknowledges that Welya exercises no prior, editorial, or systematic control over Content, Client Data, or usage of the Service.

Any temporary or ad-hoc action by Welya shall not be interpreted as an obligation to monitor or an approval of the Client’s activities.

5.13 Indemnification

The Client agrees to defend, indemnify, and hold harmless Welya against any claims, actions, damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of:

• Content broadcast by the Client;

• Client Data;

• Use of the Service;

• Any violation of these Terms or applicable laws.

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5.14 Hosting Provider Status (DMCA Safe Harbor)

Welya acts exclusively as a technical service provider and hosting service provider within the meaning of the Digital Millennium Copyright Act (DMCA – 17 U.S.C. §512).

In this capacity, Welya:

• Does not originate, select, modify, or validate broadcast content;

• Exercises no prior editorial control;

• Shall not be held liable for content uploaded by the Client, Authorized Users, or Attendees, provided it acts expeditiously upon receiving valid notice of claimed infringement in accordance with DMCA procedures.

All notifications of copyright infringement must be submitted strictly in according with Welya’s DMCA & Copyright Policy.

6. INTELLECTUAL PROPERTY

6.1 Welya’s Intellectual Property Rights

The Service and all of its elements—including but not limited to:

• Software, source codes, and object codes;

• APIs, algorithms, architectures, and databases;

• Interfaces, designs, graphics, logos, trademarks, trade names;

• Documentation, editorial content, technical and functional materials—

are protected by intellectual property laws and remain the exclusive property of Welya or its licensors.

Nothing in these Terms shall be construed as transferring to the Client any ownership or proprietary rights in the Service, other than the limited right of use specified in Section 3.

6.2 Specific Restrictions

Without prior written authorization from Welya, the Client shall not:

• Reproduce, represent, adapt, or exploit all or part of the Service;

• Use Welya’s trademarks, logos, or trade names;

• Remove, obscure, or alter any copyright notices or proprietary markings embedded in the Service.

  
  

6.3 Infringement

Any direct or indirect infringement of Welya’s or its licensors’ intellectual property rights constitutes a material breach of these Terms, entitling Welya to:

• Immediately suspend or terminate the Client Account;

• Pursue civil and/or criminal legal remedies;

• Seek injunctive relief and full monetary damages.

  
  

7. FINANCIAL TERMS AND BILLING

7.1 Subscriptions and Pricing

Access to the Service requires subscription to a paid plan, based on the pricing, features, technical limits, and rates in effect on the day of subscription.

The core characteristics of each plan (price, billing frequency, limits, add-ons) are detailed on Welya’s website or provided to the Client prior to checkout.

Welya reserves the right to modify its pricing. Price changes shall not apply to active subscription terms prior to renewal, unless required by law or agreed to by the Client.

7.2 Billing Terms

Billing is performed:

• In advance;

• According to the chosen billing cycle (monthly, annually, or otherwise);

• Via credit card, direct debit, or any other payment method accepted by Welya.

The Client agrees to provide accurate, complete, and current billing information and to maintain a valid payment method throughout the subscription term.

Free trial periods do not constitute paid subscriptions and entail no automatic billing obligations unless converted.

7.3 Payment Failure or Incidents

In the event of a rejected payment, payment failure, or default, Welya reserves the right, without prior notice or indemnity, to:

• Suspend access to the Service;

• Limit specific features;

• Terminate the subscription if default persists.

Unpaid amounts remain fully due, without prejudice to collection costs or remedies.

7.4 Taxes

All stated prices are exclusive of applicable taxes, unless otherwise indicated.

The Client is solely responsible for paying all applicable sales, use, value-added (VAT), withholding, or local taxes associated with its purchase, based on the tax regulations of its jurisdiction of residence or establishment.

Welya is not responsible for tax misdeclarations made by the Client.

7.5 No Refund Policy

Except where required by mandatory law, all fees paid are non-refundable, including in cases of:

• Partial use or non-use of the Service;

• Early termination by the Client;

• Account suspension or termination due to a breach of these Terms;

• Changes in the Client’s business activities.

The Client acknowledges that access to the Service is a digital service delivered immediately upon subscription.

7.6 Termination Financial Effects

Termination of the subscription, regardless of the cause, does not entitle the Client to any refund of fees already billed or paid for the current billing cycle.

Any started subscription period is non-refundable and due in full.

7.7 Payment Disputes and Chargebacks

Filing improper payment disputes, fraudulent chargebacks, or unjustified payment reversals constitutes a material breach of these Terms.

In such cases, Welya reserves the right to:

• Immediately suspend access to the Service;

• Terminate the Client Account;

• Recover all owed fees plus chargeback penalties, administrative costs, and collection expenses.

  
  

7.8 Offer Changes

Welya reserves the right to update, modify, discontinue, or replace any portion of its plans, features, or subscriptions, provided reasonable notice is given if such changes substantially degrade the core functions of the active plan.

8. USER-GENERATED CONTENT (UGC)

8.1 Definition of User-Generated Content

User-Generated Content (UGC) means any content, information, data, text, media, offers, documents, links, audiovisual files, comments, questions, responses, or interactions uploaded, transmitted, broadcast, or generated via the Service by the Client, Authorized Users, or Attendees.

8.2 Client Responsibility

The Client acknowledges and agrees that it is solely responsible for all UGC broadcast through its account, including content submitted by Authorized Users or Attendees during webinars.

Welya does not actively monitor, pre-screen, or moderate UGC and assumes no liability regarding its lawfulness, accuracy, or appropriateness.

8.3 Warranties

The Client warrants that UGC:

• Complies with all applicable laws;

• Does not infringe third-party intellectual property, privacy, or publicity rights;

• Is not defamatory, obscene, fraudulent, harmful, or unlawful;

• Contains no malware, scripts, or malicious mechanisms.

The Client warrants holding all necessary rights and consents required to broadcast UGC via the Service.

8.4 UGC License Grant to Welya

Solely to enable performance of the Service, the Client grants Welya a worldwide, royalty-free, non-exclusive license for the duration of the subscription to host, store, display, transmit, and process UGC as necessary to deliver the Service.

This license grants Welya no commercial exploitation rights over UGC.

8.5 Takedown and Moderation Rights

Welya reserves the right, at its sole discretion and without general monitoring obligations, to remove, block, or disable access to any UGC that is:

• Unlawful;

• Violative of these Terms;

• Potentially harmful to third-party rights, system security, or Welya's reputation.

Such intervention does not create an active moderation duty or an admission of liability by Welya.

8.6 Indemnity

The Client agrees to indemnify, defend, and hold harmless Welya against any claims, damages, liabilities, or expenses (including legal fees) arising out of or related to UGC broadcast through its account.

8.7 Retention

Retention and deletion of UGC are governed by applicable data retention rules and Welya's Privacy Policy.

8.8 DMCA Copyright Claims

Copyright infringement notices involving UGC must be submitted strictly through the procedures set forth in the DMCA & Copyright Policy. Informal requests will not trigger processing.

9. CONFIDENTIALITY

9.1 General Duty

Each Party agrees to hold in strict confidence all non-public information, technical data, trade secrets, business strategies, pricing, or technical operational details disclosed by the other Party in connection with the Service ("Confidential Information").

Confidential Information includes, without limitation:

• Technical infrastructure and upcoming features of the Service;

• Commercial, financial, and contractual terms;

• Non-public Client Data and Content;

• Any information designated as confidential or reasonably understood to be confidential.

  
  

9.2 Party Obligations

Each Party agrees to:

• Refrain from disclosing Confidential Information to unauthorized third parties;

• Use Confidential Information strictly to fulfill its obligations under these Terms;

• Apply reasonable protective measures to safeguard confidentiality;

• Limit disclosure internally strictly to authorized personnel bound by equivalent non-disclosure duties.

  
  

9.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly known through no breach of these Terms;

• Was lawfully known to the receiving Party prior to disclosure;

• Is independently developed without reference to the disclosing Party's information;

• Is lawfully acquired from a third party without restriction.

  
  

9.4 Required Disclosure

A Party may disclose Confidential Information if required by a valid legal, regulatory, or judicial order, provided (where legally permissible) prompt notice is given to the other Party to seek protective orders.

9.5 Personal Data

Confidentiality of Personal Data is governed additionally by the Privacy Policy. In the event of a conflict, specific data protection provisions shall prevail.

9.6 Duration

Confidentiality obligations survive termination or expiration of access to the Service for as long as the information remains confidential under law.

9.7 Remedies

Breach of confidentiality constitutes a material breach entitling the non-breaching Party to seek injunctive relief, immediate account suspension, and full monetary damages.

10. TERMINATION AND SUSPENSION

10.1 Termination by Client

The Client may cancel its subscription through its account settings or as specified in its agreement.

Cancellation takes effect at the end of the current billing cycle. All fees paid remain non-refundable, and pending amounts remain immediately due.

10.2 Suspension or Termination by Welya

Welya reserves the right to suspend or terminate access to the Service immediately, without notice or liability, in the event of:

• Breach of these Terms;

• Fraudulent, unlawful, or abusive use;

• Failure to pay fees when due;

• Security risks, infrastructure threats, or legal/regulatory exposure.

  
  

10.3 Effects of Suspension

During suspension:

• Access to the Service may be blocked in whole or part;

• Certain features may be disabled;

• Client Data may become temporarily inaccessible.

Suspension does not waive the Client's payment obligations.

10.4 Effects of Account Termination

Upon termination or closure of the Account:

• All access rights cease immediately;

• The license grant terminates;

• Welya may delete or anonymize Client Data in accordance with its Privacy Policy and statutory obligations.

The Client is solely responsible for exporting Client Data prior to cancellation.

10.5 Statutory Retention

Notwithstanding termination, Welya may retain select data as necessary to comply with accounting, tax, legal, or dispute resolution requirements.

10.6 Limitation of Liability

Proper suspension or termination under these Terms shall not render Welya liable for any losses or damages incurred by the Client.

11. GOVERNING LAW AND JURISDICTION

11.1 Governing Law

These Terms of Service, and any disputes arising out of or related hereto, shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to any conflict of law principles.

11.2 Exclusive Jurisdiction

Any legal suit, action, or proceeding arising out of or related to these Terms or the Service shall be instituted exclusively in the federal or state courts located in the State of Delaware. Each Party irrevocably submits to the exclusive jurisdiction of such courts.

11.3 Mandatory Consumer Protections

Where applicable, this forum and choice-of-law clause operates without prejudice to mandatory statutory consumer protections that cannot be contractually waived under local law.

12. SERVICE AND TERMS UPDATES

12.1 Service Modifications

Welya continuously updates the Service to improve security, performance, regulatory compliance, and functionality.

The Client acknowledges that updates, bug fixes, patches, or feature alterations may occur automatically at any time.

Welya reserves the right to:

• Fix system errors or vulnerabilities;

• Deploy security upgrades;

• Add, alter, or discontinue features;

• Adapt the platform to technological or legal changes.

Such updates may be applied without prior notice, provided they do not fundamentally alter the primary purpose of the subscribed Service.

12.2 Terms Amendments

Welya reserves the right to amend these Terms at any time to reflect:

• Changes in law or regulations;

• Enhancements to the Service;

• Technical or operational updates.

For material amendments impacting Client rights, Welya will notify the Client electronically prior to the effective date of the updated version.

12.3 Acceptance of Revised Terms

Continued use of the Service after revised Terms become effective constitutes full acceptance of the updated Terms.

If the Client objects to modified Terms, its sole remedy is to cease using the Service and cancel its subscription.

12.4 No Breach

Updates deployed in accordance with this Section do not constitute a breach of contract and shall not engage Welya's liability.