Terms of Service

37 min read
On this page

Last updated August 17, 2026

These Terms of Service (the "Terms") are a legally binding agreement between Aquila Labs, Inc., doing business as Wonder ("Wonder," "we," "us," or "our"), and the person or entity that accesses or uses the Services ("you" or "your"). Aquila Labs, Inc. is a Delaware corporation with a registered address at 131 Continental Dr Suite 305, Newark, DE 19713, United States. Our contact information appears in Section 18.

Wonder operates wonder.design and an AI-native design platform that lets people and teams create, edit, share, and collaborate on designs based on HTML and CSS, connect third-party services and code repositories, use AI-assisted features, and export code. The website, applications, design tools, AI features, APIs, MCP tools, Marketplace, and related products and services that link to these Terms are collectively the "Services."

Please read these Terms carefully. By creating an account, clicking to accept these Terms, purchasing a subscription, accessing an authorized integration, using an AI feature, or otherwise accessing or using the Services, you agree to these Terms. If you use the Services for an organization, you represent that you have authority to bind that organization, and "you" includes that organization. If you do not agree, do not access or use the Services.

Automatic renewal notice. Paid subscriptions automatically renew for successive periods of the same length at the then-current price unless canceled before renewal. Section 4 explains billing, renewal, cancellation, and refunds.

Arbitration notice. Section 15 contains an agreement to resolve most disputes through binding arbitration, generally on an individual basis, with special procedures for coordinated demands, a jury-trial waiver, and a class-action waiver. You may opt out of arbitration within 30 days as described in Section 15.

1. Eligibility and authority

You may use the Services only if:

  • you have reached the legal age of majority where you live and are legally capable of entering into a binding agreement;
  • the information you provide to us is accurate, current, and complete;
  • you are not prohibited from using the Services under applicable law, including applicable trade sanctions and export-control laws; and
  • if you use the Services for an organization, you have authority to accept these Terms for that organization.

You must comply with these Terms and all laws that apply to your use of the Services. The Services are not available to anyone who has not reached the legal age required to form a binding contract.

2. Additional terms and order of precedence

The following policies and agreements are incorporated into these Terms when they apply to you:

An order form, enterprise agreement, or other written agreement signed by you and Wonder may contain additional terms. If terms conflict, the following order applies unless the applicable agreement says otherwise: (1) a signed order form or enterprise agreement; (2) the DPA, for processing of Customer Personal Data; (3) applicable product-specific terms, including the Marketplace Creator Terms; and (4) these Terms.

3. Accounts and workspaces

3.1 Accounts

Some features require an account. You must provide accurate registration information and keep it current. You may not create an account under a false identity, create accounts through unauthorized automated means, impersonate another person or entity, or use the Services after we have suspended or terminated you unless we give you written permission.

You are responsible for safeguarding your credentials and for activity conducted through your account by people you authorize. You may not share an individual account or password. Notify us promptly at team@wonder.so if you believe an account or credential has been compromised. We may require you to reset credentials or take other reasonable security measures.

Your account provides a right to access the Services; it is not property that can be sold or transferred independently of these Terms. We may reclaim a username or workspace identifier that infringes another person's rights, impersonates another person or organization, or creates a security or legal risk.

3.2 Workspaces, roles, and administrators

The Services may allow you to create or join personal or organization workspaces and assign roles such as owner, admin, editor, or viewer. Workspace owners and administrators may invite and remove members, change permissions, access and manage Workspace Content, change visibility settings, manage subscriptions and spend controls, and take other actions described in the Services.

If you join a workspace controlled by an organization, that organization controls the workspace and its Workspace Content. Its administrators may access, export, restrict, transfer, or delete that content and may terminate your access. You are responsible for understanding the organization's policies before adding personal content to an organization-controlled workspace. Any dispute between you and an organization about control of a workspace or its content is between you and that organization.

The customer responsible for a workspace is responsible for its authorized users' compliance with these Terms and for maintaining appropriate permissions. An authorized user's breach may be treated as the customer's breach.

3.3 Service changes and plan limits

Features, storage, file visibility, collaboration permissions, upload limits, AI usage, support, and other capabilities may vary by plan. We may improve, modify, or discontinue features. If we discontinue a material paid feature during a prepaid term, we will provide reasonable notice when practicable and, if the change materially reduces the purchased Service as a whole, a reasonable replacement, credit, or refund for the affected unused prepaid period.

We do not promise that every feature will always be available or that the Services will be uninterrupted. Service-level commitments apply only if stated in a separate written agreement.

4. Plans, fees, and subscriptions

4.1 Free and paid plans

Wonder may offer free plans, paid subscriptions, usage-based features, or enterprise plans. Current prices, included features, editor-seat rules, AI usage allowances, overage rates, spend controls, and billing periods are shown when you subscribe or in the applicable order form or billing page. Unless otherwise stated, fees are quoted and charged in United States dollars.

You agree to pay all fees and applicable taxes associated with your account or workspace. You must provide complete and accurate billing information and keep it current. We may correct pricing or billing errors, but we will not retroactively increase an agreed charge without your consent except to correct an obvious error or as required by law.

4.2 Payment processing

We use Stripe and its affiliates to process payments. Payment information may be provided directly to Stripe and is handled under Stripe's applicable terms and privacy notice. You authorize Wonder and its payment processor to charge your selected payment method for subscription fees, added paid seats, usage-based charges, taxes, and other amounts you approve through the Services.

If payment fails, we may retry the charge, ask you to update your payment method, limit paid functionality, or suspend the affected subscription after providing notice when practicable. You remain responsible for amounts incurred before cancellation or suspension.

4.3 Automatic renewal

Paid subscriptions may be monthly or annual, as selected at purchase, and subscription fees are due in advance for each subscription period. Unless you cancel before the end of the current subscription period, your subscription will automatically renew for another period of the same length and we will charge the then-current subscription price and applicable taxes to your payment method. For a seat-based subscription, renewal fees are based on the number and types of paid seats in your workspace on the renewal date.

We will provide renewal reminders and other notices when required by applicable law.

4.4 Seats and usage-based charges

Paid workspace fees may be based on the number and types of paid seats. Viewers or other roles may be free or priced differently as disclosed in the Services. A paid seat that an authorized administrator adds or upgrades during a subscription period takes effect when approved. Unless the billing flow states otherwise, we charge for that seat from the approval date, prorated on a daily basis through the end of the applicable subscription period, and bill that prorated amount at the time of the change. Where the current subscription period is fully covered by a discount or credit, a seat added during that period is instead charged from the next renewal. The billing flow shows the amount due before you confirm the change. Removing or downgrading a paid seat normally takes effect at the next renewal, and purchased seat quantities cannot otherwise be reduced during the current subscription period.

Some plans include AI credits or another usage allowance and permit additional pay-as-you-go usage. Included allowances reset or expire as disclosed in the Services. Pay-as-you-go usage is charged as consumed and may be billed monthly in arrears. Overage rates and spend controls are displayed in the Services. Usage records maintained by Wonder are the basis for usage-based billing unless you show that they are materially incorrect. Credits and allowances have no cash value, are not legal tender, are not transferable except with the associated workspace, and are not refundable separately from the applicable subscription unless required by law.

4.5 Plan changes

An upgrade may take effect immediately, with the price difference or added seats charged from the approval date as disclosed in the billing flow. Unless otherwise disclosed, a downgrade takes effect at the next renewal. Downgrading may reduce storage, private-file allowances, AI usage, collaboration features, or other capacity. We will explain material effects before you confirm a downgrade, but you are responsible for exporting or adjusting content that exceeds the new plan's limits.

4.6 Cancellation

You may cancel a subscription at any time through the account or workspace billing settings. If you cannot access those settings, contact team@wonder.so.

30-day refund. If you cancel within 30 days after the subscription begins, or within 30 days after a renewal period begins, you may request a refund of the subscription fee paid for that subscription period by emailing team@wonder.so. We issue that refund on request and do not require a reason, and we end the canceled subscription. Refunds go back to the original payment method and typically arrive within 5 to 10 business days. Usage-based charges, pay-as-you-go charges, and other amounts already incurred are non-refundable except where required by law.

If you cancel after that 30-day period, cancellation stops future renewal and takes effect at the end of the current paid period. Except where required by law, stated in an order form, or expressly provided above, fees already paid are non-refundable and we do not provide prorated refunds for a user-initiated cancellation. Canceling a subscription does not automatically delete your account or content. Nothing in these Terms limits a mandatory cancellation or refund right.

4.7 Price changes

We may change prices for a future subscription period. We will provide advance notice of a material price change and information about how to cancel. A new price will apply no earlier than your next renewal unless you affirmatively agree to an immediate plan change. We will provide any additional notice required by applicable law.

4.8 Taxes

Fees exclude taxes unless stated otherwise. You are responsible for sales, use, value-added, withholding, and similar taxes associated with your purchase, other than taxes based on Wonder's net income. If the law requires withholding, you will provide documentation reasonably necessary for us to determine the proper treatment.

4.9 Trials and promotions

If we offer a trial or promotional price that converts to a paid subscription, we will disclose the duration, the price and billing frequency after the promotion, and how to cancel before obtaining your payment authorization. At the end of the disclosed trial or promotional period, the subscription will automatically convert to a paid subscription at the then-current disclosed price unless you cancel before the paid period begins. If you are inadvertently charged after timely cancellation and notify us in writing, we will reverse the erroneous charge. Promotional terms may not be combined or transferred unless we say otherwise.

5. User Content, Input, and Output

5.1 Definitions

"User Content" means content that you or your authorized users submit to, create in, connect to, or make available through the Services. It includes designs, files, text, comments, prompts, instructions, code, repository content, images, video, audio, fonts, settings, project metadata, Marketplace materials, and other data or materials.

"Input" means User Content you provide to an AI feature. "Output" means content generated and returned by an AI feature in response to Input. Output is treated separately from User Content under Section 5.2. "Workspace Content" means User Content associated with a workspace.

5.2 Ownership

As between you and Wonder, you retain ownership of your User Content and all intellectual-property rights in it. Wonder does not claim ownership of your designs, files, Input, or other User Content.

Output is generated from Input using probabilistic systems. Wonder does not determine or promise who owns Output, whether Output qualifies for intellectual-property protection, or whether you can obtain or enforce exclusive rights in it. To the extent Output reproduces your User Content, you retain your existing rights in that User Content. Output may not be unique, and other users may receive identical or similar output. These Terms do not transfer rights in Wonder technology, Company Content, third-party materials, open-source components, or content belonging to another user. You are responsible for determining whether Output is suitable for your use and whether it incorporates or resembles third-party material.

5.3 License to operate the Services

(a) Operating license — all User Content. You grant Wonder a non-exclusive, transferable, worldwide, fully paid, royalty-free, and sublicensable license, through multiple tiers of sublicensees, to use, host, store, cache, copy, reproduce, process, modify, adapt, translate, create derivative works from, and transmit User Content, in whole or in part, as reasonably necessary to operate, secure, support, and provide the Services to you and to the people you share content with. This includes making User Content available to collaborators, workspace members, service providers, and other recipients as contemplated by the Services and your settings or actions.

This operating license does not permit Wonder to publish User Content to the general public, distribute it outside the recipients you select, or commercialize it, unless you share or publish it as described in (b).

(b) Publishing license — content you share or publish. When you make User Content public, share it with a selected audience, publish it to the Marketplace, or otherwise direct us to distribute it, you grant Wonder the rights in (a) and, in addition, the right to distribute, publicly perform, publicly display, index, generate previews and thumbnails from, promote, and derive revenue or other remuneration from that content, in whole or in part, for the purposes of operating, providing, and promoting the Services. This license applies for as long as you keep the content shared or published.

(c) Scope, survival, and limits. To the extent permitted by law, you waive and agree not to assert moral rights or similar rights that would prevent Wonder or its sublicensees from exercising these licenses. The operating license in (a) continues while we host the User Content and, after deletion or termination, survives only as needed for routine backups, legal holds, fraud and abuse prevention, and the exercise of rights that accrued beforehand. The publishing license in (b) ends when you unshare, unpublish, or delete the content, except that it survives to the extent needed to serve copies already distributed or cached until they refresh, to honor a license another person already relied on, including through the Marketplace, and to exercise rights that accrued while the content was shared or published.

Neither license transfers ownership of User Content to Wonder or limits privacy, deletion, or other data-protection rights that cannot lawfully be waived. Where the DPA applies, it further limits how Wonder may process Customer Personal Data contained in User Content, and it controls over this Section for that processing.

5.4 Your responsibility for User Content

You represent and warrant that:

  • you own User Content or have all rights, licenses, permissions, and lawful bases necessary to provide it and grant the rights in these Terms;
  • your use of User Content through the Services will not infringe or misappropriate intellectual-property, privacy, publicity, confidentiality, contractual, or other rights;
  • you will not upload or connect content when doing so violates an agreement with another person or organization; and
  • User Content and your use of it comply with these Terms and applicable law.

You are responsible for User Content and for keeping copies that you need.

5.5 Public and shared content

You control whether a file is public or private, subject to workspace administrator permissions. By inviting collaborators or making content public, you direct Wonder to distribute and display that content to the selected audience.

Public content may be viewed by anyone, indexed by search engines, linked, embedded, cached, or copied outside Wonder's control. Changing public content to private or deleting it does not recall copies made by others while it was public. Making content publicly viewable does not by itself grant others a license to reuse it unless you select or agree to a license, including through the Marketplace.

Marketplace distribution is additionally governed by the Marketplace Creator Terms, including any license and permissions you select for a Listing.

5.6 Fonts and uploaded assets

If you upload a font or other licensed asset, you represent that you hold any desktop, webfont, application, redistribution, or other license required for Wonder to use it as you direct. You grant Wonder the licenses in Section 5.3 to host, store, convert, display, and serve the asset for your designs, your collaborators, and — where you share or publish the design — public viewers. Wonder does not embed an uploaded font file in exported code unless the export flow expressly says otherwise.

We may remove or restrict an uploaded asset that we reasonably believe infringes another person's rights, violates these Terms, or creates legal or security risk.

5.7 Feedback

If you voluntarily provide ideas, suggestions, or feedback about the Services, you grant Wonder a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable license to use and commercialize that feedback without restriction or compensation. Do not submit feedback you are not authorized to provide or that you expect us to keep confidential. Feedback does not include User Content submitted to use the Services.

6. AI features

6.1 Third-party AI providers

Wonder uses third-party AI and machine-learning providers to deliver AI-assisted features. You authorize Wonder to transmit Input, related context, and necessary account or technical information to those providers to generate Output and operate the feature. Current providers are identified in our Privacy Policy and Subprocessor List. Processing of Customer Personal Data is also governed by the DPA when applicable.

6.2 Output limitations

AI systems are probabilistic and can produce inaccurate, incomplete, insecure, offensive, or otherwise unsuitable Output. Wonder does not warrant that Output is correct, unique, non-infringing, or fit for a particular purpose. You must review and test Output before relying on it, publishing it, merging it into a codebase, or using it in production.

Output is not professional legal, medical, financial, employment, or safety advice. You may not use the Services to make fully automated decisions that determine a person's eligibility, access, employment, housing, credit, healthcare, legal rights, or other similarly significant interests unless Wonder has expressly approved that use in writing and you implement all safeguards required by law.

6.3 Lawful use

You are responsible for your use of AI features and Output. You must not use them to violate law, infringe rights, evade safeguards, create or distribute malware, facilitate fraud, impersonate others deceptively, or generate content prohibited by Section 8.

Laws governing AI continue to develop. Nothing in these Terms transfers to you an obligation that applicable law places on Wonder, and nothing transfers to Wonder an obligation that applicable law places on you.

7. Connected services and third-party materials

7.1 Connected services

The Services may connect to GitHub, authentication providers, AI tools, or other third-party accounts and services (each a "Connected Service"). By connecting one, you represent that you are authorized to grant the requested access and direct us to access, use, and transmit relevant data as necessary to provide the integration.

Your use of a Connected Service is governed by your agreement with its provider. Wonder does not control and is not responsible for that provider's service, security, availability, or independent use of your data. If access is revoked or the provider changes or discontinues its service, related Wonder features or imported content may stop working.

You are responsible for reviewing changes generated for a connected repository before merging or deploying them and for maintaining appropriate source-control, review, testing, backup, and access practices.

7.2 Third-party and open-source materials

The Services and Output may include or interoperate with third-party software, fonts, assets, libraries, content, or open-source components. Those materials may be governed by separate license terms, and those terms control to the extent they conflict with these Terms. Wonder does not grant rights that a third party has not authorized us to grant.

Links to third-party sites do not imply endorsement. You access third-party sites, content, and transactions at your own risk and should review their terms and privacy practices.

8. Wonder intellectual property and permitted use

8.1 Wonder property

Wonder and its licensors own the Services and all associated software, models, interfaces, documentation, databases, visual design, text, graphics, trademarks, service marks, logos, and other materials, excluding User Content and third-party materials (collectively, "Company Content"). Company Content is protected by intellectual-property and unfair-competition laws.

8.2 License to use the Services

Subject to these Terms and any applicable plan limits, Wonder grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term of your account or subscription.

You may use the Services and your User Content and Output for personal, internal-business, client, and commercial projects, subject to applicable law and third-party rights. This permission does not allow you to resell access to the Services, operate the Services as a service bureau, or copy or commercialize Company Content except as expressly permitted.

No rights are granted except as expressly stated. You must not remove or obscure proprietary notices displayed in the Services or Company Content.

9. Acceptable use

You may use documented APIs, MCP tools, integrations, and other interfaces that Wonder expressly makes available, subject to their documentation, rate limits, plan limits, and security requirements. Except for that authorized use and standard browser or search-engine activity, you must not use bots, scrapers, crawlers, or other automated means to access the Services.

You must not, and must not help another person to:

  • sell, rent, lease, sublicense, distribute, host, or provide access to the Services or Company Content except as expressly permitted;
  • copy, modify, translate, create derivative works from, reverse engineer, decompile, disassemble, or attempt to discover source code, non-public models, algorithms, or underlying components of the Services, except where applicable law prohibits this restriction;
  • bypass access controls, usage limits, spend caps, rate limits, security features, or plan restrictions;
  • probe, scan, or test a vulnerability without our prior written authorization;
  • introduce malware or harmful code, conduct denial-of-service activity, overload infrastructure, or interfere with another user's access;
  • use the Services to impersonate, defraud, harass, threaten, exploit, or harm another person;
  • collect credentials or personal information without authorization or use the Services for unlawful surveillance;
  • upload or distribute material that is unlawful, infringing, deceptive, defamatory, exploitative, sexually abusive, or that violates another person's privacy, publicity, confidentiality, or intellectual-property rights;
  • generate or distribute malware, phishing content, fraudulent materials, or instructions primarily intended to facilitate wrongdoing;
  • use the Services in violation of trade sanctions, export controls, or other applicable law;
  • use non-public Company Content or unauthorized access to develop a competing service; or
  • conceal or misrepresent the origin of automated or AI-generated activity when disclosure is required by law.

Unauthorized use may result in content removal, rate limiting, suspension, or termination.

10. Monitoring, moderation, and intellectual-property complaints

We may, but are not obligated to, monitor use of the Services or review User Content to operate and secure the Services, provide support, investigate suspected violations, respond to reports, and comply with law. We may remove, restrict, preserve, or disclose content and account information when we reasonably believe doing so is necessary for those purposes, subject to our Privacy Policy and applicable law.

We may report suspected unlawful activity to appropriate authorities and respond to valid legal process. We will not disclose private User Content to a third-party complainant merely because the complainant asks for it.

Our Copyright & Content Policy explains how to report alleged infringement and submit counter-notices. We may terminate accounts of repeat infringers in appropriate circumstances.

11. Privacy, data protection, and security

Our Privacy Policy explains how Wonder processes personal information as a controller or business. When Wonder processes Customer Personal Data on behalf of a customer, the DPA applies and controls over these Terms for that processing.

Wonder uses physical, administrative, and technical safeguards designed to protect User Content. No online service is completely secure, and we cannot guarantee that unauthorized access, loss, or disclosure will never occur. You are responsible for configuring workspace permissions, protecting credentials, maintaining endpoint and repository security, and keeping independent copies of content you cannot afford to lose.

12. Suspension and termination

12.1 Term

These Terms begin when you first accept them or use the Services and continue until terminated.

12.2 Suspension

We may limit or suspend access immediately and without prior notice if we reasonably believe:

  • you materially breached these Terms;
  • your use creates a security, legal, fraud, abuse, or operational risk;
  • suspension is necessary to protect another user or third party;
  • payment is overdue; or
  • applicable law or a valid governmental request requires it.

We may limit a suspension to the affected account, content, workspace, feature, or integration where reasonable. To the fullest extent permitted by law, Wonder is not liable to you or another person for a suspension made under this Section.

12.3 Termination by you

You may terminate these Terms by notifying us and closing your account through available account settings or by contacting us. A termination involving a paid subscription takes effect at the end of the then-current subscription period unless you qualify for and request the 30-day refund described in Section 4.6. Closing an account does not eliminate payment obligations incurred before closure.

12.4 Termination by Wonder

We may terminate these Terms, an account, or access to any Service immediately and without notice if you materially breach these Terms or if applicable law requires termination. We may also terminate these Terms or your access to the Services without cause upon notice to you. Decisions to terminate for cause are made in Wonder's discretion.

If we terminate a paid subscription without cause, we will refund prepaid fees attributable to the unused portion of the terminated subscription. No refund is owed when we terminate for cause, except where required by law.

12.5 Effect of termination

When an account or workspace is terminated, the right to use the affected Services ends automatically. We may delete User Content after termination in accordance with the Privacy Policy and DPA and are not liable for deletion resulting from termination to the fullest extent permitted by law. Content may remain for a limited period in routine backups, legal holds, fraud-prevention records, and copies created or cached by third parties. Public licenses already granted through the Marketplace and the license in Section 5.3 survive as stated in those provisions.

Sections that by their nature should survive termination will survive, including payment obligations, ownership, licenses that expressly survive, disclaimers, liability limits, indemnification, dispute resolution, and general provisions.

If we terminate you for cause, you may not create another account to evade the termination without our written permission.

13. Disclaimers

To the fullest extent permitted by law, the Services, Company Content, AI features, Output, beta features, and third-party materials are provided "as is" and "as available." Wonder disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, security, and quiet enjoyment.

We do not warrant that the Services or Output will be uninterrupted, error-free, secure, complete, accurate, or suitable for your requirements; that defects will be corrected; or that generated code will function correctly or be free of vulnerabilities. You use and deploy Output at your own risk after appropriate human review and testing.

Beta, preview, experimental, or early-access features may change or be discontinued at any time and may be less reliable than generally available features. Any support, documentation, or oral or written statement not expressly included in these Terms or a signed agreement does not create a warranty.

Wonder does not endorse or guarantee User Content, Marketplace Listings, Connected Services, or third-party products or transactions.

Some jurisdictions do not allow certain disclaimers, so some of this Section may not apply to you. Nothing in these Terms excludes a warranty or consumer right that cannot lawfully be excluded.

14. Limitation of liability and indemnification

14.1 Excluded damages

To the fullest extent permitted by law, neither Wonder nor its affiliates, directors, officers, employees, agents, or licensors will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, business opportunity, goodwill, or anticipated savings; business interruption; or loss or corruption of data, arising out of or relating to the Services or these Terms, even if advised that the damage was possible.

14.2 Liability cap

To the fullest extent permitted by law, the total aggregate liability of Wonder and its affiliates arising out of or relating to the Services and these Terms will not exceed the greater of:

  • the amount you paid or were required to pay Wonder for the Services during the 12 months before the event giving rise to liability; or
  • US$100.

The exclusions and cap in this Section do not apply to liability that cannot lawfully be limited, including liability for fraud or fraudulent misrepresentation, willful misconduct, or death or personal injury caused by negligence where applicable law prohibits limitation.

The limitations apply regardless of the legal theory and are an essential basis of the agreement between you and Wonder. Some jurisdictions do not permit certain exclusions or limits, so they apply only to the maximum extent permitted there.

14.3 Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Wonder, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, judgments, costs, and reasonable attorneys' fees arising from:

  • User Content or your instructions concerning it;
  • your use of the Services in violation of these Terms;
  • your breach of a representation or warranty in these Terms;
  • your violation of another person's rights; or
  • your violation of applicable law.

We will provide reasonable notice of a covered claim. We may control the defense and settlement using counsel of our choice, and you will reasonably cooperate. We will not settle a claim in a way that admits your fault or imposes a non-monetary obligation on you without your consent, not to be unreasonably withheld. You are not required to indemnify Wonder for its fraud, willful misconduct, or other conduct for which indemnification is prohibited by law.

15. Dispute resolution and arbitration

Please read this Section carefully. It is part of your agreement with Wonder and affects your legal rights. Except for the limited exceptions below and unless you timely opt out, it requires mandatory binding arbitration, waives trial by judge or jury, limits claims to an individual basis, and includes special procedures for coordinated arbitration demands.

15.1 Applicability and exceptions

Subject to this Section 15, you and Wonder agree that any dispute, claim, disagreement, or controversy arising out of or relating in any way to the Services, these Terms or a prior version of them, an AI feature, or communications between you and Wonder (each, a "Dispute") will be resolved by final and binding arbitration rather than in court. To the extent permitted by law, a Dispute includes claims based on events occurring before you accepted the current version of these Terms and claims arising after termination.

The following are exceptions:

  • either party may bring an individual claim in small-claims court if it qualifies and remains there;
  • either party may seek temporary, preliminary, or equitable relief in court for infringement or other misuse of intellectual-property rights; and
  • a party may bring a claim in court where applicable law prohibits arbitration of that claim.

15.2 Informal dispute resolution conference

Before commencing arbitration or an action in small-claims court, the party initiating a Dispute must give the other party written notice and the parties must personally meet and confer by telephone or videoconference in a good-faith effort to resolve the Dispute (an "Informal Dispute Resolution Conference"). Counsel may participate, but the parties themselves must also participate unless applicable law prohibits requiring personal participation.

Notice to Wonder may be sent by either of the following methods, notwithstanding Section 18.5:

  • email to team@wonder.so with the subject "Legal Dispute Notice"; or
  • mail to the legal-notice address in Section 18.5.

The notice must include the initiating party's name, telephone number, mailing address, email address associated with the account, if any, the name and contact information of counsel, if any, and a description of the Dispute and requested relief. The conference will occur within 45 days after the other party receives a complete notice unless the parties agree to extend that period.

Each conference must be individualized. A separate conference is required for each person initiating a Dispute, even when the same counsel represents multiple people with similar claims, unless all parties agree otherwise. Multiple claimants may not participate in the same conference unless all parties agree.

Participation in the conference is a condition precedent to commencing arbitration. If the Dispute is not resolved within 60 days after receipt of a complete notice, either party may commence arbitration. Applicable statutes of limitation and filing-fee deadlines will be tolled during this informal process to the extent permitted by law.

15.3 Waiver of judge or jury trial

Except for the matters expressly permitted to proceed in court under Section 15.1, you and Wonder waive any constitutional and statutory rights to sue in court and have a trial before a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

15.4 Waiver of class and other non-individualized relief

Except for the Batch Arbitration procedure in Section 15.9, you and Wonder may bring claims against one another only on an individual basis and not as a plaintiff, class member, or representative in a class, collective, consolidated, mass, or representative action or arbitration. Only individual relief is available, and one person's Dispute may not be joined or consolidated with another person's Dispute.

Subject to Section 15.9, an arbitrator may award declaratory or injunctive relief only to the individual party seeking it and only to the extent necessary to resolve that party's Dispute. This Section does not prevent participation in a class-wide settlement.

If a court issues a final decision that this waiver is invalid or unenforceable for a particular claim or request for relief, including a request for public injunctive relief, only that claim or request will be severed and heard in a court identified in Section 15.13 after all arbitrable claims are resolved, to the extent permitted by law. All other Disputes will remain subject to arbitration or small-claims court.

15.5 Rules, demand, forum, and confidentiality

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement and any arbitration proceeding. The American Arbitration Association ("AAA") will administer arbitration under its then-current Consumer Arbitration Rules for a consumer Dispute or its then-current Commercial Arbitration Rules for a non-consumer business Dispute, as applicable. The AAA's then-current Mass Arbitration Supplementary Rules also apply when the AAA determines that they apply, except as modified by Section 15.9 to the extent permitted by the applicable rules and law.

A party commencing arbitration must deliver a demand or request for arbitration (the "Request") to the other party. The Request must include:

  1. the requesting party's name, telephone number, mailing address, email address, account username, if applicable, and account email address;
  2. a statement of the legal claims and their factual bases;
  3. a description of the relief sought and an accurate, good-faith calculation of the amount in controversy in United States dollars;
  4. a statement certifying completion of the process in Section 15.2; and
  5. evidence that the requesting party paid any filing fee required by the applicable AAA rules.

If the requesting party is represented by counsel, the Request must also include counsel's name and contact information and must be signed by counsel. By signing, counsel certifies, after a reasonable inquiry, that the Request is not presented for an improper purpose; that the claims and legal contentions are warranted by existing law or a nonfrivolous argument for changing the law; and that the factual and damages contentions have, or are likely to have after reasonable investigation, evidentiary support.

Unless the parties agree otherwise or Section 15.9 applies, a consumer arbitration will take place by video, telephone, document submission, or in the county where the consumer resides, consistent with the applicable rules. A non-consumer business arbitration will take place in New Castle County, Delaware, unless the parties agree otherwise. If the AAA is unavailable or unwilling to administer the arbitration consistent with these Terms, the parties will select another recognized arbitration provider or a court of competent jurisdiction will appoint one. Arbitration fees will be allocated under the applicable rules and law.

Materials and documents exchanged in arbitration must be kept confidential and may be disclosed only to the parties, their attorneys, accountants, insurers, and business advisers who agree to confidentiality; the arbitrator and arbitration provider; or another person when disclosure is required by law, legal process, or enforcement of an award.

15.6 Arbitrator

The arbitrator will be a retired judge or an attorney with substantial arbitration experience who is licensed to practice law in Delaware or the jurisdiction where the arbitration takes place. The parties will select the arbitrator from the AAA's applicable roster. If they cannot agree within 35 days after delivery of the Request, the AAA will appoint the arbitrator under its rules. If Section 15.9 applies, the AAA will appoint the arbitrator for each batch.

15.7 Authority of the arbitrator

The arbitrator has exclusive authority to resolve a Dispute, including questions about the interpretation, applicability, scope, enforceability, or validity of these Terms or this arbitration agreement, except that a court of competent jurisdiction, and not the arbitrator, will decide disputes concerning:

  • the enforceability, validity, or breach of Section 15.4;
  • payment of arbitration fees, except as expressly contemplated by Section 15.9;
  • whether a condition precedent to arbitration was satisfied; or
  • which version of this arbitration agreement applies.

Except as provided in Section 15.9, an arbitration may not be consolidated with another matter or joined with another party. The arbitrator may decide all or part of a Dispute through dispositive motions, may award any individual remedy a court could award, and will issue a reasoned written decision describing the essential findings and conclusions, including the calculation of any damages. The award is final and binding, and judgment may be entered in any court with jurisdiction.

15.8 Attorneys' fees and costs

The parties will bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that a claim, defense, or requested relief was frivolous or brought for an improper purpose, measured by standards comparable to Federal Rule of Civil Procedure 11(b), or unless applicable law or the governing rules require a different allocation.

To the extent permitted by applicable law and the governing rules, a party that obtains a court order compelling arbitration may recover its reasonable costs and attorneys' fees incurred to obtain that order. The prevailing party in a court action about whether a condition precedent to arbitration was satisfied may recover reasonable costs and attorneys' fees to the extent permitted by law.

15.9 Batch arbitration

To increase the efficiency of administering and resolving coordinated demands, if 100 or more individual Requests of a substantially similar nature are filed against Wonder by or with the assistance of the same law firm, group of law firms, or organizations within a 30-day period, or as soon as reasonably possible afterward, the parties agree that the AAA will administer the Requests in batches of 100, with any remaining Requests forming a final smaller batch. For each batch, the AAA will appoint one arbitrator and administer one consolidated arbitration with one set of filing and administrative fees per side, one procedural calendar, one hearing, if any, and one final award ("Batch Arbitration").

Requests are of a "substantially similar nature" when they arise out of or relate to the same event or factual scenario, raise the same or similar legal issues, and seek the same or similar relief. If the parties disagree about whether Batch Arbitration applies, the disagreeing party will notify the AAA, and the AAA will appoint a sole process or administrative arbitrator to decide that issue. Wonder will pay that arbitrator's fees.

The parties will cooperate in good faith with the AAA to implement Batch Arbitration and minimize time and cost, including through a single set of filing and administrative fees per side per batch, an expedited calendar, or a discovery special master where appropriate.

This Section does not authorize a class, collective, representative, or mass action or arbitration, or the joinder or consolidation of claims, except for the specific batches described here.

15.10 Thirty-day right to opt out

You may opt out of the arbitration agreement in Sections 15.1 through 15.9 by emailing team@wonder.so with the subject "Arbitration Opt-Out" within 30 days after you first become subject to it. Your notice must include your full name, mailing address, the email address associated with your account, if any, and an unequivocal statement that you opt out of arbitration. Opting out does not affect the rest of these Terms or another arbitration agreement you previously entered into with Wonder.

15.11 Invalidity and limitations periods

Except as provided in Section 15.4, if part of this arbitration agreement is invalid or unenforceable, that part will be severed and the remainder will continue in effect to the fullest extent permitted by law. A Dispute must be initiated within the statute of limitation that would apply in court; otherwise it is time-barred. The same limitation periods apply in arbitration as would apply in the applicable court.

15.12 Changes to this arbitration agreement

If Wonder makes a material change to this Section 15, we will provide direct notice. You may reject the change by emailing team@wonder.so with the subject "Arbitration Change Rejection" within 30 days after the notice. If you timely reject it, the version of the arbitration agreement you last accepted will continue to govern eligible Disputes.

A change does not provide a new opportunity to opt out if you previously accepted an arbitration agreement and did not timely opt out. Wonder will continue to honor a valid opt-out submitted under an earlier version.

15.13 Court venue

If a Dispute is permitted to proceed in court, the parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, except that a consumer may bring a claim in another court when applicable law gives the consumer a non-waivable right to do so.

16. Governing law

Delaware law governs these Terms and disputes arising from them, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 15 and mandatory consumer protections in your jurisdiction continue to apply. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

17. Changes to these Terms

We may update these Terms to reflect changes to the Services, law, security, or our business. We will post the revised Terms and update the "Last updated" date.

For a material change affecting existing account holders, we will provide notice by email, an in-product message, or another reasonable method at least 30 days before the change takes effect unless a shorter period is necessary for law, security, fraud prevention, or an urgent feature change. Non-material changes may take effect when posted. We may ask you to affirmatively accept a material update.

If you do not agree to an update, you must stop using the affected Services and may cancel before the update takes effect. Except as expressly stated in Section 15 and to the extent permitted by law, changes do not retroactively alter a dispute that arose before their effective date. Changes to arbitration are additionally governed by Section 15.12.

18. General terms and contact information

18.1 Electronic communications

You consent to receive agreements, notices, disclosures, receipts, and other communications electronically. Electronic communications satisfy legal writing requirements to the extent permitted by law. This consent does not waive a statutory right that cannot be waived.

18.2 Assignment

You may not assign or transfer these Terms or an account without our prior written consent. Wonder may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law, and may otherwise assign them on notice where required by law. An attempted assignment that violates this Section is void.

18.3 Export controls and sanctions

You may not access, use, export, re-export, import, or transfer the Services in violation of United States or other applicable export-control or sanctions laws. You represent that you are not located in an embargoed jurisdiction and are not a prohibited or restricted party, except where applicable law prohibits this representation.

18.4 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, internet or utility failures, epidemics, governmental action, and failures of third-party infrastructure, except that this does not excuse payment obligations already incurred.

18.5 Notices

We may send notices to the email address associated with your account or through the Services. You are responsible for keeping your email address current. Legal notices to Wonder must be sent by email to team@wonder.so and by nationally recognized overnight courier or first-class mail to:

Aquila Labs, Inc. (Wonder)

Attn: Legal Notices

131 Continental Dr Suite 305

Newark, DE 19713

United States

Notices are effective when received, except that an email is effective when sent if the sender does not receive a delivery-failure notice.

18.6 California consumer complaints

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

18.7 Miscellaneous

These Terms and the incorporated agreements are the entire agreement concerning the Services, except for a separate signed agreement. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. The parties are independent contractors, and these Terms create no partnership, joint venture, employment, fiduciary, or agency relationship. Headings are for convenience only. The English-language version controls to the extent permitted by law.

18.8 Contact us

For support, complaints, or questions about these Terms, contact:

Aquila Labs, Inc. (Wonder)

  • Address: 131 Continental Dr Suite 305, Newark, DE 19713, United States
  • Email: team@wonder.so