Acceptance of Terms of Service
1. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
2. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
3. These Terms of Service apply to all users of the Services, including, without limitation, registered and unregistered users.
4. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
- Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Wavee’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Dispute Resolution. If you believe that Wavee has not adhered to this Agreement, please contact Wavee by emailing us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
- Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this subsection 20.d (“Arbitration Agreement”) carefully. It is part of your contract with Wavee and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Applicability of Arbitration Agreement. You and we agree that any dispute between you and any of the Wavee Parties relating in any way to (a) your access or use of the Site, Application, Services, or Products, (b) any text message or other communication you receive relating to Wavee or (c) to any aspect of your relationship with Wavee, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or the Wavee Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement (i.e., the date upon which you agreed to this Agreement) or any prior version of this Agreement.
- IF YOU AGREE TO ARBITRATION WITH WAVEE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST WAVEE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE WAVEE PARTIES IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at Vcorp Services, LLC, 1013 Centre Road, Suite 403-B, Wilmington, DE 19805. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Wavee will pay them for you. In addition, Wavee will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Wavee will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and the Wavee Parties. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU AND WAVEE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Wavee are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in subsection 20.d.i above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection 20.d.vi’s limitations as to a particular claim for relief, then the applicable claim must be severed from the arbitration and brought in the state or federal courts in Los Angeles, California. All other claims shall be arbitrated. The parties agree to submit to the personal jurisdiction of the state or federal courts located in Los Angeles, California for purposes of resolving any claims for relief that are severed from an arbitration in accordance with this subsection and waive any argument that holding proceedings in such courts will impose undue hardship or materially affect their ability to present their case.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Vcorp Services, LLC, 1013 Centre Road, Suite 403-B, Wilmington, DE 19805 or email@example.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Wavee username (if any), the email address you used to set up your Wavee account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Severability. Except as provided in subsection 20.d.vi, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Wavee.
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Wavee makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) for which you had already provided notice to Wavee
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (vi) to submit false or misleading information; (vii) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (viii) to collect or track the personal information of others; (ix) to spam, phish, pharm, pretext, spider, crawl, or scrape; (x) for any obscene or immoral purpose; or (xi) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
THIS SITE, APPLICATION AND ALL CONTENT, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE OR APPLICATION ARE PROVIDED BY WAVEE “WITH ALL FAULTS” AND ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WAVEE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, APPLICATION OR THE CONTENT, PRODUCTS OR SERVICES INCLUDED ON, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH, THIS SITE OR APPLICATION, UNLESS OTHERWISE SPECIFIED IN WRITING, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND/OR APPLICATION IS AT YOUR SOLE RISK.
We make no warranty that the Products, Site, Application or Services will meet your requirements, or that the Site, Application and/or Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Products, Site, Application or Services, or that defects in the Site, Application or Services will be corrected. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the download of any material and/or use of any Product. No advice or information, whether oral or written, obtained by you from us through the Site, Application, Services, or otherwise will create any warranty, representation or guarantee not expressly stated in this Agreement.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO SELL THE PRODUCTS AND PROVIDE ACCESS TO THE SITE, THE APPLICATION AND SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE, THE APPLICATION OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE OR APPLICATION. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE, THE APPLICATION OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE, THE APPLICATION AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE, THE APPLICATION OR THE SERVICES IS LIMITED, IN AGGREGATE, TO THE GREATER OF (I) THE TOTAL AMOUNT OF THE ORDER GIVING RISE TO OUR LIABILITY AND (II) TEN DOLLARS (U.S. $10.00).
WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
APPLICABLE LAW IN STATES OTHER THAN NEW JERSEY (WHICH IS ADDRESSED IN SECTION 17 BELOW) MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOLELY TO THE EXTENT THAT SUCH LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING EXCLUSIONS, LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU AND YOU MAY HAVE CERTAIN ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT OUR LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
NOTICES AND RESTRICTIONS
-The Services may contain Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
AVAILABILITY OF CONTENT
THIRD PARTY CONTENT AND OTHER WEBSITES AND APPLICATIONS
Content from other users, suppliers, advertisers, and other third parties may be made available to you through the Site, the Application and/or the Services. Because we do not control such content, you agree that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Site, the Application and Services may contain links to websites or applications not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites or applications. You understand that by using the Site, the Application and/or Services you may be exposed to third-party websites or applications that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party websites, applications, products or services accessible by hyperlink or otherwise from the Site, the Application or Services. We provide these links for your convenience only and we do not control such websites or applications. Our inclusion of links to such websites or applications does not imply any endorsement of the materials on such third party websites or applications or any association with their operators. The Site, the Application and Services may contain links to websites or applications that are operated by us but which operate under different Agreement. It is your responsibility to review the privacy policies and Agreement of any other website or application you visit. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, APPLICATIONS, CONTENT, PRODUCTS, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
RULES REGARDING INFORMATION AND OTHER CONTENT
When you access the Site, the Application and/or Services, you obtain access to various kinds of images, video, audio, data, and other information and materials, all of which we call “Content.” You agree not to revise Content posted by others, and you represent and warrant that you will not use any Content in any manner that:
o Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
o Violates the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;
o Is false or inaccurate or becomes false or inaccurate at any time;
o Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
o Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
o Misrepresents your identity in any way;
o Contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
o Advocates or encourages any illegal activity; or
Has the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
Though we strive to enforce these rules with all of our users, you may be exposed through the Site, the Application or Services to Content that violates our policies or is otherwise offensive. You access the Site and Services at your own risk. We may, but are not obligated to, remove Content from the Site or the Application for any reason, including if we determine or suspect that such Content violates this Agreement. We are merely acting as a passive conduit for such distribution and we take no responsibility for your exposure to Content on the Site, the Application or through the Services whether it violates our content policies or not.
You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site, the Application and/or Services, including the Products (“Our Technology”) are: (i) copyrighted by us and/or our licensors under Canada and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in this Agreement grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to this Agreement. Furthermore, nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on Products, the Site or in the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of Wavee or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by this Agreement. Subject to this Agreement, Wavee grants you a limited license to use the Site, the Application and Services for your personal or non-commercial purposes. Unless otherwise specified by Wavee in a separate license, your right to use such materials that you access or download through the Site or the Services is subject to the Agreement. As a part of the Site, the Application and/or Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Wavee to monitor such materials and that you access these materials at your own risk.
If you set up an Account, you are required to provide your name and email address and select a password (collectively, your “Account Information”), which you may not transfer to or share with any third parties. If someone accesses our Site, Application or Services using your Account Information, we will rely on that Account Information and will assume that it is really you or your representative who is accessing the Site, the Application and Services. You are solely responsible for any and all use of your Account Information and all Orders and activities that occur under or in connection with the Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and/or the Application and your Account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Account. You agree to be responsible for any act or omission of any users that access the Site, the Application or Services under your Account Information that, if undertaken by you, would be deemed a violation of this Agreement. In no event and under no circumstances will Wavee be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Wavee under this provision, (ii) any compromise of the confidentiality of your Account or password, and (iii) any unauthorized access to your Account or use of your password. You may not use anyone else's Account at any time, without the permission of the Account holder. Please notify us immediately if you become aware that your Account Information is being used without authorization. You agree not to register for more than one Account, register for an Account on behalf of an individual other than yourself without such individual’s authorization, or register for an Account on behalf of any group or entity
You may simply browse the Site, or you may register with Wavee and create an “Account” as a “subscriber” or as a “dental professional”. You must register for an Account to order Products or participate in the Wavee Ambassador Promotional Program. You must, however, only provide us with true, accurate, current and complete information for your Account and/or Orders (defined below). If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Site or Services (or any portion thereof).
INTERNATIONAL USERS. This Site and Application can be accessed from countries around the world and may contain references to services and Products that are not available in your country. These references do not imply that Wavee intends to announce such services or Products in your country. The Site, the Application and Services are controlled and offered by Wavee from its facilities in the Canada. Wavee makes no representations that the Site, the Application or the Products are available for use in other locations. Those who access or use the Site, the Application or the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
We may run promotional offers from time to time on the Site. The terms of any such promotion will be posted on the Site. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point.
PRICING AND PRODUCTS
We make efforts to display our Products and their colors as accurately as possible. Having said that, the displayed colors of the Products will depend upon your monitor and we cannot guarantee that your monitor will accurately portray the actual colors of the Products. Products displayed may be out-of-stock or discontinued, and prices are subject to change. We cannot confirm the price of an item until you place an Order. Despite our best efforts, a small number of the items on our Site may be mispriced. We are not responsible for typographical errors regarding price or any other matter. Unless otherwise noted on the Site at the time of your Order, all prices exclude shipping and handling or sales taxes, if applicable, which will be added to your total purchase price. You shall use the Product only for personal purposes and not for resale. You shall not reverse engineer any Product or use the Product to create a competitive product.
MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
This Agreement shall govern any order you make through the Site for Products (such order, an “Order”). Wavee only ships currently to addresses in the United States, Canada and the Philippines. When you place an Order, we will confirm your address by sending an email to the email address you have provided and/or calling you to verify your Order. Your placement of an Order through our Site is an offer to purchase the Product(s) ordered and we may accept your Order by processing your payment and shipping the Product(s). Your receipt of an electronic or other form of Order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. For any reason, we may decline to accept your Order or any part of your Order. No Order will be considered accepted by Wavee until the Product(s) has been shipped. If some of Products in your Order are temporarily out of stock, we will ship the available Products only and notify you of any Products that cannot be fulfilled. If we decline to accept your Order, we will attempt to notify you at the email address you provided. We further reserve the right any time after receipt of your Order, without prior notice to you, to supply less than the quantity you ordered of any item. Your Order will be deemed accepted by Wavee upon our delivery of the Products that you have ordered. We may require additional verifications or information before accepting any Order.
o All Products shall be deemed accepted by you upon shipment, and title to, and risk of loss of, the Products passes to you when Wavee provides the Product(s) to a common carrier. Any estimated shipping date provided by Wavee is based on Product availability and payment processing time, and does not include transit time.
o In the event you purchase Products from our Site, Wavee will provide a limited two-year warranty on such Products as described in the documentation that is included with the Products that you purchase.
o You acknowledge and agree that the Products may continue to evolve or develop and may be different than as described when shipped (or not shipped at all).
INTERNATIONAL ORDERS. The goods will be imported on behalf of the consignee/ebuyer. The consignee authorizes Wavee to import the goods on his behalf. Further, the consignee/buyer agrees that Wavee may delegate the obligation to import the goods on his behalf to a subcontractor (e.g. customs broker). The consignee will pay the taxes & duties in addition with the purchase price of the goods.
-Certain of our Services may involve the purchase of products offered by us that would be shipped to an address provided by you.
-All purchases of physical items from Wavee are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.
-We will not be responsibility for any shipping delays or loss of product beyond our control, including any delays created by products being held at border customs en route to a customer’s shipment address.
PAYMENTS AND BILLING PAID SERVICES
Certain of our Services, including the purchase of any products offered by us, may be subject to payments now or in the future (the “Paid Services”). Please see our Help / FAQ www.waveeworks.com for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
PAYMENTS AND BILLING PAID SERVICES
Certain of our Services, including the purchase of any products offered by us, may be subject to payments now or in the future (the “Paid Services”). Please see our Help / FAQ www.waveeworks.com for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
-We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
-The Site currently uses third parties to process payments. Our third-party payment processors accept payments through various credit cards, including Visa, MasterCard, American Express and Discover, as detailed on the applicable payment screen.
-The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
-Some of the Paid Services, such as the purchase of auto-replacing brush heads or other products, may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. You will have the ability to specify how regularly you would like to order any auto-replacing products. More information on auto-replacing products can be found at our Help / FAQ page. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. All recurring payments are fully earned upon payment.
-WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO www.waveeworks.com
CHANGE IN AMOUNT AUTHORIZED
-If the amount to be charged to your Billing Account varies from the amount you pre-authorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
AUTO-RENEWAL FOR SUBSCRIPTION SERVICES
-Unless you opt out of auto-renewal, which can be done through your Account Settings www.waveeworks.comany subscription services, such as any auto-replacing products (“Subscription Services”), you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to Account Settings www.waveeworks.com. If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. All fees related to Subscription Services are fully earned upon payment.
REAFFIRMATION OF AUTHORIZATION
-Your non-termination or continued use of a Paid Service (including Subscription Services) reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation to: (i) maintain any comments in confidence; (ii) pay compensation for any comments; or (iii) respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.
We can only give you the benefits of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This section informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement by accessing this Site or Application. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site, the Application and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided, or business transacted between us prior to the
Subject to your compliance with the Agreement, Wavee grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
a. App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Wavee and not with the App Store. Wavee, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
b. Additional Terms for Apple Applications. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
i. You acknowledge and agree that (i) the Agreement is concluded between you and Wavee only, and not Apple, and (ii) Wavee, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
ii. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
iii. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Wavee and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Wavee.
iv. You and Wavee acknowledge that, as between Wavee and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
v. You and Wavee acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Wavee and Apple, Wavee, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
vi. You and Wavee acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
vii. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
c. Additional Terms for Google Applications. The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:
i. You acknowledge and agree that (i) the Agreement is concluded between you and Wavee only, and not Google, Inc. (“Google”), and (ii) Wavee, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Agreement of Service.
ii. Google is only a provider of Google Play where you obtained the Google Play Sourced Application.
iii. Wavee, and not Google, is solely responsible for its Google Play Sourced Application;
iv. Google has no obligation or liability to you with respect to Wavee’s Google Play Sourced Application or this Agreement; and
v. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Wavee’s Google Play Sourced Application.
AMBASSADOR PROGRAM TERMS & CONDITIONS
BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
-Ambassador Program. The terms and conditions set forth in this section are the terms and conditions applicable to the Wavee Dental Professional Ambassador Program (the “Ambassador Program”). Under the Ambassador Program, Wavee offers registered users who are dental professionals (each, an “Ambassador”) the opportunity to download materials provided by Wavee, such as videos, photos or written materials (“Program Assets”). Ambassadors who are dental professionals that wish to take part in the Ambassador Program are bound by these terms and conditions. If you do not agree and abide by these terms and conditions in their entirety, you are not authorized to participate in the Ambassador Program. We reserve the right to modify or amend, at any time, the terms and conditions of the Ambassador Program. We reserve the right to disqualify any Ambassador at any time from participation in the Ambassador Program.
-How the Ambassador Program works. To begin the enrollment process, you will complete and submit the online application at the www.Waveeworks .com server. We may reject your application or cancel your participation at our sole discretion. You may only use Wavee Program Assets, in accordance with the Limited License described in Section 31.4 below. Any violation of this Limited License will be cause for cancelation of participation and subject Ambassador to liability for any losses associated with the violation of the Limited License.
-Limited License. Wavee hereby grants Ambassador, solely for the purposes and subject to the conditions herein, a limited, non-exclusive, non-transferrable, non-sub licensable, revocable license in and to the Program Assets, including the Wavee trademark only when used in accordance with Program Assets. This limited license is only to be used in accordance with these Ambassador Program Terms and Conditions. No title or ownership in the Wavee trademark or the Program Assets is transferred to Ambassador and Ambassador acknowledges that the limited license inures to the benefit of Wavee, and Ambassador shall acquire no rights, interest or goodwill to the Wavee trademark or Program Assets. Ambassador agrees to cease distribute on or use under this limited license within 24 hours of notice from Wavee, in its sole discretion.
-Indemnification. By participating in the Ambassador Program, you agree to defend, indemnify and hold harmless Wavee, its service providers, and their respective parent companies, affiliates, and subsidiaries, together with their respective employees, directors, officers, licensees, shareholders, attorneys and agents (collectively, the “Released Parties”), from any and all claims, actions, demands, losses, liabilities, cost, or expenses, caused by, arising out of, in connection with, or related to your participation in the Ambassador Program, including but not limited to any claim alleging a violation of privacy, publicity, confidentiality, or other right of any Purchaser.
-Suspension of Ambassador Program. Wavee reserves the right to cancel or suspend the Ambassador Program for any reason, or no reason at all, in its sole discretion, including if Wavee determines that the administration, security, or fairness of the Ambassador Program has been compromised in any way.
-Disclaimer of Warranties. YOU AGREE THAT (A) YOUR PARTICIPATION IN THE AMBASSADOR PROGRAM IS AT YOUR OWN RISK, THE AMBASSADOR PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, THE AMBASSADOR PROGRAM DOES NOT ESTABLISH AN EMPLOYEE-EMPLOYER RELATIONSHIP, AMBASSADORS ARE NOT REPRESENTATIVES OF WAVEE, AND WAVEE EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, OR CUSTOM, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (B) WAVEE MAKES AND GIVES NO WARRANTY THAT (I) THE AMBASSADOR PROGRAM WILL MEET YOUR REQUIREMENTS, (II) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE RESULTS FROM THE USE OR PARTICIPATION IN THE AMBASSADOR PROGRAM WILL BE ACCURATE OR RELIABLE.
EARNING AND REDEEMING WAVEE POINTS
-Health Care Program Beneficiary. If you are a state or federal health care program beneficiary and electric toothbrushes are covered or reimbursable in your program, you shall not redeem Wavee Points for third-party gift cards or other cash equivalents. Examples of state and federal health care programs include Medicare, Medicaid, TRICARE, and the Veterans Administration.
GOVERNING LAW AND JURISDICTION
MISCELLANEOUS ENTIRE AGREEMENT AND SEVERABILITY
-We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
-You may contact us at the following address: Wavee Group Inc., 232 Manning Ave, M6J 2K7
December 1, 2020