Waffle Labs, Inc.

Last Modified: May 19, 2026

These Terms of Use ("Terms") govern your access to and use of Waffle Labs, Inc.'s ("Waffle," "we," "us," or "our") services for individuals and companies, including any associated software applications, platforms, APIs, and websites (collectively, "Services"). These Terms form a binding legal agreement between you and Waffle, a Delaware Corporation, and include important provisions governing dispute resolution through mandatory arbitration. By accessing or using our Services, you agree to these Terms in their entirety.

Our Privacy Policy explains how we collect and use personal information. While it does not form part of these Terms, you should read it carefully.

1. About Waffle

Waffle is an artificial intelligence ("AI") company that develops and provides AI-powered tools and Services. The nature of our Services, including the outputs they produce, is inherently probabilistic and evolving. You acknowledge this in agreeing to these Terms.

2. Registration and Access

2.1 Minimum Age

You must be at least 18 years old, or the age of majority in your jurisdiction if higher, to use the Services. By registering, you represent that you meet this requirement.

2.2 Account Registration

You must provide accurate, current, and complete information when registering for an account, and you agree to keep such information updated. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You may not share, sell, or transfer account access to any third party.

If you create an account or use the Services on behalf of an organization, you represent that you have full authority to bind that organization to these Terms.

2.3 Corporate Accounts

If you register using an email address associated with an organization, your account may be added to that organization's business account. The organization's administrator may then access, monitor, control, and restrict your account and any Content within it. Waffle has no liability for actions taken by an organization with respect to your account.

3. Use of the Services

3.1 Permitted Use

Subject to your compliance with these Terms, Waffle grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for lawful purposes. This license does not include any right to sublicense or resell the Services.

3.2 Prohibited Use

You may not use the Services for any illegal, harmful, abusive, or unauthorized purpose. Without limiting the foregoing, you may not:

• Use the Services in any way that infringes, misappropriates, or violates any third-party rights, including intellectual property or privacy rights.

• Modify, copy, lease, sell, resell, or distribute any part of the Services or Output without Waffle's express written consent.

• Attempt to reverse engineer, decompile, disassemble, or otherwise discover the source code, underlying models, algorithms, or systems of the Services, except to the extent expressly permitted by applicable law.

• Use automated means to scrape, extract, or harvest data or Output from the Services without Waffle's prior written consent.

• Represent that Output was human-generated when it was not, or use Output in a manner that is deceptive or misleading.

• Interfere with or disrupt the Services, including circumventing rate limits, access controls, safety mitigations, or other protective measures.

• Use Output or any component of the Services to develop, train, or improve any AI model or product that competes with Waffle, directly or indirectly.

• Use the Services to generate content that is unlawful, defamatory, obscene, harassing, threatening, or otherwise objectionable.

• Attempt to gain unauthorized access to any portion of the Services or any related systems or networks.

3.3 Software

Certain Services may include downloadable software, such as mobile applications, which may update automatically. Some software may incorporate open-source components governed by separate licenses, which will be made available to you.

3.4 Third-Party Services

The Services may include or integrate with third-party software, products, or services ("Third-Party Services"), which may produce their own output ("Third-Party Output"). Third-Party Services and Third-Party Output are governed by their own terms. Waffle makes no warranties and assumes no liability with respect to Third-Party Services or Third-Party Output.

3.5 Feedback

If you provide suggestions, ideas, feedback, or other input regarding the Services ("Feedback"), you hereby grant Waffle a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without any obligation, restriction, or compensation to you.

4. Content

4.1 Your Content

You may submit input to the Services ("Input") and receive output in response ("Output"). Input and Output are together referred to as "Content." You are solely responsible for all Content, and you represent and warrant that you have all rights, licenses, and permissions necessary to provide Input to the Services and that doing so does not violate any law or third-party rights.

4.2 Ownership

As between you and Waffle, you retain your ownership rights in Input. To the extent permitted by applicable law, Waffle may assign to you its right, title, and interest, if any, in Output. However, due to the nature of AI systems, Output may not be unique, and Waffle does not represent that it will be. Our assignment does not extend to other users' output or any Third-Party Output.

4.3 License to Waffle

By using the Services, you grant Waffle a worldwide, royalty-free, sublicensable license to use, reproduce, store, modify, and process Content to: (a) provide, operate, maintain, and improve the Services; (b) develop new features, products, or services; (c) train, fine-tune, and evaluate AI models and systems; (d) comply with applicable law; (e) enforce these Terms and our policies; and (f) ensure the safety and integrity of the Services. This license survives termination of your account to the extent Content has been incorporated into Waffle's systems or models.

4.4 Opt-Out from Model Training

If you do not want your Content used to train Waffle's models, you may opt out by contacting founders@waffle-labs.com. Note that opting out may limit the personalization and performance of the Services for your use case, and does not apply retroactively to Content already processed or incorporated into Waffle's systems.

4.5 Accuracy and Reliance on Output

AI and machine learning are rapidly evolving fields. Output is probabilistic in nature and may not be accurate, complete, or appropriate for your purposes. By using the Services, you acknowledge and agree that:

• Output may contain errors, inaccuracies, or offensive content and does not represent Waffle's views or endorsements.

• Output should not be relied upon as a sole source of truth or as a substitute for professional advice (legal, medical, financial, or otherwise).

• You are solely responsible for evaluating Output for accuracy and fitness for your intended use, including applying appropriate human review.

• Output relating to any person must not be used in any way that could have a legal or material impact on that person, including decisions related to credit, employment, housing, insurance, medical treatment, or legal proceedings.

• Output must not be used in any regulatory filing or submission without Waffle's prior written permission (contact founders@waffle-labs.com).

• Your use of Output is at your sole risk.

5. Waffle Intellectual Property

Waffle and its affiliates own all rights, title, and interest in and to the Services, including all underlying technology, models, software, interfaces, documentation, and branding. Nothing in these Terms transfers any Waffle IP to you. You may not use Waffle's name, logos, trademarks, or branding without prior express written consent.

6. Paid Accounts

6.1 Billing

If you subscribe to a paid plan, you agree to provide accurate and complete billing information and authorize Waffle to charge your payment method on a recurring basis at the applicable subscription rate until you cancel. You are responsible for all applicable taxes. If payment fails, Waffle may downgrade, suspend, or terminate your access to the Services until payment is resolved.

6.2 No Refunds

All payments are non-refundable except where required by applicable law. Cancellation of a paid subscription will take effect at the end of the current billing period, and you will retain access through that date. These Terms do not override mandatory local consumer protection laws regarding cancellation rights.

6.3 Price Changes

Waffle may change pricing at any time. For subscription price increases, we will provide at least 30 days' advance notice. The increase will apply at your next renewal, giving you the opportunity to cancel prior to being charged at the new rate.

7. Termination and Suspension

7.1 By You

You may stop using the Services at any time. Termination does not entitle you to any refund except as expressly provided herein.

7.2 By Waffle

Waffle reserves the right, in its sole discretion, to suspend, restrict, or permanently terminate your access to the Services, with or without notice, if Waffle determines that:

• You have breached any provision of these Terms or any applicable policy.

• Continued access creates legal, regulatory, security, or reputational risk to Waffle or any third party.

• We are required to do so by applicable law or a government authority.

• Your account has been inactive for more than 12 months and you do not hold a paid subscription (in which case Waffle will provide advance notice).

Waffle may also modify, limit, or discontinue any feature or aspect of the Services at any time without liability.

7.3 Effect of Termination

Upon termination, your license to use the Services immediately ceases. Sections of these Terms that by their nature should survive termination (including provisions on Content licensing, IP rights, disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

7.4 Appeals

If you believe your account was suspended or terminated in error, you may appeal by contacting founders@waffle-labs.com. Waffle will review appeals at its discretion and its decision will be final.

8. Discontinuation of Services

Waffle may discontinue any portion of the Services at any time. If Waffle elects to fully discontinue a paid Service, it will provide reasonable advance notice and issue a prorated refund for any prepaid, unused portion of your subscription.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAFFLE AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. WAFFLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES. WAFFLE DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICES AND ANY OUTPUT IS ENTIRELY AT YOUR OWN RISK.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WAFFLE OR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, OR PERSONNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF WAFFLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WAFFLE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU PAID TO WAFFLE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not permit the exclusion or limitation of certain warranties or liabilities. To the extent such restrictions apply to you, the above exclusions and limitations apply only to the maximum extent permitted in your jurisdiction. In no event will such jurisdiction-specific protections expand Waffle's liability beyond what is strictly required by applicable law.

Waffle's affiliates, suppliers, licensors, and distributors are intended third-party beneficiaries of this Section.

11. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Waffle and its affiliates, officers, directors, employees, agents, licensors, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Services; (b) your Content; (c) your violation of these Terms or any applicable law or regulation; (d) your violation of any third-party rights; or (e) any claims by your end users. Waffle reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense.

12. Dispute Resolution

IMPORTANT: PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO A JURY TRIAL.

12.1 Informal Resolution

Before initiating any formal legal proceedings, you agree to first contact Waffle at founders@waffle-labs.com and attempt to resolve the dispute informally. Both parties agree to negotiate in good faith for a period of 60 days from the date notice is received (the "Informal Resolution Period"). Any statute of limitations will be tolled during this period. Either party may request an individual settlement conference during this time.

12.2 Mandatory Binding Arbitration

If the dispute is not resolved informally, you and Waffle agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, or the relationship between the parties ("Disputes"), whether based in contract, tort, statute, fraud, misrepresentation, or any other theory, and regardless of when they arose or whether they pre-date these Terms, will be resolved exclusively through final and binding arbitration — not in court.

Arbitration will be administered by National Arbitration and Mediation ("NAM") under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

12.3 Class Action and Jury Trial Waiver

YOU AND WAFFLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, AND REPRESENTATIVE ACTIONS ARE PROHIBITED. ONLY INDIVIDUAL RELIEF IS AVAILABLE.

YOU AND WAFFLE EACH KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

The parties agree to separately litigate in court any request for public injunctive relief only after completing arbitration on the underlying claim and all other claims. This provision does not prevent either party from participating in a class-wide settlement.

12.4 Batch Arbitration

If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, Waffle and those claimants agree that NAM will administer the claims in batches of up to 50 claimants each (each a "Batch"), with each Batch treated as a single consolidated arbitration proceeding with one arbitrator, one set of fees, and one hearing. If any portion of this batch arbitration provision is found invalid or unenforceable as to a particular claimant or Batch, it will be severed and those claims arbitrated individually.

12.5 Severability

If any part of this Section 12 is found illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would permit class arbitration, class action, or representative action, this entire Section 12 will be deemed unenforceable in its entirety.

13. Copyright Complaints

If you believe your intellectual property rights have been infringed by content on the Services, please send a written notice to:

Waffle Labs, Inc.

68 Harrison Avenue ste 610, Boston MA 02111

Email: founders@waffle-labs.com

Your notice must include: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and its location on the Services; (d) your contact information; (e) a statement of good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and you are authorized to act on behalf of the copyright owner.

Waffle reserves the right to remove or disable access to allegedly infringing content and to terminate accounts of users who are repeat infringers.

14. General Terms

14.1 Assignment

You may not assign or transfer any rights or obligations under these Terms without Waffle's prior written consent, and any purported assignment in violation of this provision is void. Waffle may freely assign these Terms or any of its rights or obligations hereunder to any affiliate, subsidiary, or successor in connection with a merger, acquisition, or sale of assets, without notice or consent.

14.2 Modifications

Waffle may update these Terms or the Services at any time. For changes that materially and adversely affect your rights, Waffle will provide at least 30 days' advance notice via email or in-product notification. All other changes are effective upon posting. Your continued use of the Services after the effective date of any change constitutes your acceptance of the updated Terms.

14.3 No Waiver

Waffle's failure to enforce any provision of these Terms will not constitute a waiver of its right to do so in the future. All waivers must be in writing to be effective.

14.4 Trade Controls

You represent and warrant that you will comply with all applicable export control, sanctions, and trade laws. You may not use the Services in any U.S.-embargoed country or territory, or for the benefit of any individual or entity with whom dealings are prohibited under applicable law.

14.5 Entire Agreement

These Terms, together with any Service-specific terms or policies incorporated by reference, constitute the entire agreement between you and Waffle regarding the Services, and supersede all prior or contemporaneous agreements, representations, and understandings.

14.6 Governing Law and Venue

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Except as provided in Section 12, all disputes not subject to arbitration will be brought exclusively in the state or federal courts located in Commonwealth of Massachusetts, and you consent to personal jurisdiction in those courts.

14.7 Severability

If any provision of these Terms is found invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.

14.8 Force Majeure

Waffle will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, governmental actions, cyberattacks, internet disruptions, or third-party service failures.

14.9 Contact

For any questions about these Terms, please contact us at founders@waffle-labs.com.