Terms of Use

Last Modified: April 19, 2016

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Wave Technologies LLC (“Wave”, “Company“, “we” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use“), govern your access to and use of our Wave mobile application (including all related documentation, collectively, the “App”), this Web site (www.getonthewave.com) (the “Website”) and our social networking and event management services (together with any and all content, services, functionality or other usage provided on or through the App and the Website, whether as a guest or a registered user (the “Service), and collectively with the Website and the App, the “Services”).

Please read the Terms of Use carefully before you start to access and use the Services.

By accessing or using the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.getonthewave.com and at www.getonthewave.com/privacy-policy/, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.

The Services are offered and available to users who are 13 years of age or older. By accessing or using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the eligibility requirements imposed by us or by any rule, law or regulation. Also, if you access or use the Services from a jurisdiction outside of the United States, you represent and warrant that your access and use of the Services complies in all respects with all local laws where you are located. If you do not meet all of these requirements, you must not access or use the Services.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, meaning that the then-current version of these Terms of Use supersede all earlier versions. When we post changes to the Terms of Use, we will revise the “last updated” date given above.

Your continued access or use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes and the then-current Terms of Use. You are expected to check this page each time you access or use the Services so you are aware of any changes, as they are binding on you.

Accessing the Services, Consent, and Account Security

We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by internet service providers, and charges that may be imposed by third parties in connection with your participation in events).

Wave enables you to create unique wave events or groups and to add or invite other users to these events or groups. Wave does not charge a fee to use the Service but any text messages sent and/or received are subject to standard text messages rates. Wave makes it easy for you to add or invite other users from your phone contacts or via email or phone number to your wave event or group.YOU REPRESENT AND WARRANT TO US THAT EACH PERSON YOU ADD OR INVITE TO AN EVENT OR GROUP HAS CONSENTED TO BE ADDED TO THE EVENT OR GROUP AND TO RECEIVE ADMINISTRATIVE MESSAGES EITHER DIRECTLY FROM WAVE OR FROM ONE OF OUR THIRD PARTY MESSAGING PROVIDERS. BY SIGNING UP FOR WAVE, YOU AGREE TO RECEIVE OCCASIONAL TEXT MESSAGES FROM WAVE OR ONE OF OUR THIRD PARTY MESSAGING PROVIDERS, AND YOU REPRESENT AND WARRANT THAT EACH PERSON YOU ADD TO AN EVENT OR GROUP HAS CONSENTED TO RECEIVE TEXT MESSAGES OR EMAIL FROM WAVE OR ONE OF OUR THIRD PARTY MESSAGING PROVIDERS.

We reserve the right to withdraw or amend the App, the Website or the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the App, the Website or the Services is unavailable at any time or for any period. From time to time, we may restrict access to all or some parts of the App, the Website and the Services, to users, including registered users.

You are responsible for:

Making all arrangements necessary for you to have access to and to use the Services.

Ensuring that all persons who access or use the Services through your internet connection are aware of these Terms of Use and comply with them.

To access or use the Services, you may be asked to provide certain registration details or other information. It is a condition of your access and use that all the information you provide is correct, current and complete. You agree that all information you provide to register, including but not limited to through the use of any interactive features on the App, Website or as part of the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, you agree to be responsible for such confidentiality, and you must not disclose such information to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services, App or the Website, or portions of it, using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You are solely responsible for your interaction with other users of our Services, whether online or offline. You agree that the Company is not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Please exercise common sense and your best judgment when interacting with others, including when you submit or post User Contributions (as defined below) or any personal or other information.

You are solely responsible for your offline engagement with other users of the Services and participation in offline events that may or may not have been created, encouraged, or originated through the use of the Services.

You are solely responsible for the publishing of your social calendar of events or any future or past publication of any event or physical location at which you plan to be or were at some point by using the Services. Be aware that any information about your whereabouts made publically available by using the Services is solely your responsibility, and you expressly release us from and waive your right to claim any liability whatsoever by us resulting from any dissemination of such information, whether online or offline. You expressly acknowledge and agree that any undesired encounter in the physical world resulting from the use of the Services is not our responsibility and is at your sole, informed risk. If you believe you are being bullied, harassed, or stalked by someone through the use of the Services, please contact the proper authorities and/or notify us at info@getonthewave.com.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

License to Use our Services; Our Intellectual Property Rights

Subject to these Terms of Use, we grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for your personal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms of Use. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.

You agree that you will not, and will not permit any third party to, reproduce, distribute, modify, translate, enhance, decompile, disassemble, reverse engineer, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our App or Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

You may store files that are automatically cached by your Web or mobile browser for display enhancement purposes.

You may print or download one copy of a reasonable number of pages of the App or the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

You may download a single copy of our App to your mobile device solely for your own personal, non-commercial use.

If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.

Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the App, the Website or the Services.

If you wish to make any use of material on the App or the Website other than that set out in this section, please address your request to: info@getonthewave.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the App or the Website in breach of the Terms of Use, your right to use the App and the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the App, the Website or the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any access or use not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Prohibited Uses

You may use the App, the Website and the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the App, the Website or the Services:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).

For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.

To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.

To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the App, the Website or the Services, or which, as determined by us, may harm the Company or users of the App, the Website or the Services, or expose them to liability.

Additionally, you agree not to:

Use the App, the Website or the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the App, the Website or the Services, including their ability to engage in real time activities through the App or the Website.

Use any robot, spider or other automatic device, process or means to access the App, the Website or the Services for any purpose, including monitoring or copying any of the material on the App or the Website.

Use any manual process to monitor or copy any of the material on or part of the Services, the App or the Website or for any other unauthorized purpose without our prior written consent.

Use any device, software or routine that interferes with the proper working of the Services, App or the Website.

Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the App or the Website, any server on which the App or the Website is stored, or any server, computer or database connected to the App or the Website.

Attack the App or the Website via a denial-of-service attack or a distributed denial-of-service attack.

Otherwise attempt to interfere with the proper working of the App or the Website.

User Contributions

The App may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, global information feeds, comment sections and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the App.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post through the App or to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the App, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to your account settings.

For further clarity, by using the Services and/or by uploading content of any kind including specifically the posting or submitting of any images, photos, reviews, discoveries or any User Contributions of any kind, you automatically grant to us and our affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such images, photos, public wave event details, public chats, reviews, discoveries and/or User Contributions of any kind throughout the world in any media. We have the right but not the obligation to monitor or edit or remove any images, photos, details, chats, reviews, discoveries or any User Contributions of any kind or any portion thereof at any time in our sole discretion.

We may at some point license, sublicense, sell or otherwise distribute any content within our Services, including but not limited to images, photos, event details, chats, reviews, discoveries, community services and/or User Contributions, in whole or in part, to third parties at its sole discretion. For the purpose of enabling us to display or distribute any of your posts or User Contributions through the Company’s Website, App or Services, and in the case of any sublicense by us to any third party, you hereby grant to Wave a non-exclusive, royalty-free, fully paid, worldwide license to use, copy, distribute, and display such materials.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the App.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the App, the Website, the Services or the public or could create liability for the Company.

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the App, the Website or the Services.

Terminate or suspend your access to all or part of the App, the Website or the Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the App. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the App, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

Be likely to deceive any person.

Promote any illegal activity, or advocate, promote or assist any unlawful act.

Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Trademarks

‘Wave’, ‘Your Mobile Life’, the Wave logo, and any other product or service name or slogan displayed on our Services are trademarks of Wave and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Wave or the applicable trademark holder. You may not use any metatags or any other ‘hidden text’ utilizing ‘Wave’ or any other name, trademark or product or service name of Wave without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Wave and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.

Reliance on Information Posted

The information presented on or through the App and the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the App or the Website, or by anyone who may be informed of any of its contents.

The App includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Services, App or the Website

We may update the content on or in the Services, the App or the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on or in the Services, the App or the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the App or the Website

All information we collect through the App and the Website is subject to our Privacy Policy. By using the App, the Website or the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this App.

Send e-mails or other communications with certain content, or links to certain content, on this App.

Cause limited portions of content on this App to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website or app that is not owned by you.

Cause the App, the Website or portions of them to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

Link to any part of the App or the Website other than as expressly contemplated by any App or Website features.

Otherwise take any action with respect to the materials on the App and the Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the App

Our Services may contain links to sites, products, services and resources provided by third parties. These links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the content of such third party sites, products, services or resources, do not endorse them, accept no responsibility or liability for any content, advertising or other materials available through the third party sites, products, services and resources and accept no responsibility or liability (where direct or indirect) for any loss or damage that may arise from your use of or reliance on such third party sites, products, services and resources. If you decide to access any of the third party websites linked to the App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the App and the Website is based in the state of Delaware in the United States. If you access or use the App, the Website or the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, the Services, the App or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR ACCESS OR USE OF THE APP, THE WEBSITE OR THE SERVICES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP OR THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR ACCESS AND USE OF THE APP OR THE WEBSITE, AND ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP OR THE WEBSITE IS AT YOUR OWN RISK. THE APP, THE WEBSITE, THE SERVICES, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP OR THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE APP, THE WEBSITE OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE APP, THE WEBSITE, THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP OR THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE APP, THE WEBSITE, THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP OR THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

**Limitation on Liability**

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES AND/OR THEIR SUPPLIERS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR IN CONNECTION WITH YOUR USE, AND/OR INABILITY TO USE, OUR SERVICES AND SERVICE CONTENT, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR OTHER INTANGIBLE LOSSES, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF THE COMPANY, ITS AFFILIATES AND/OR THEIR SUPPLIERS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES OR SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF OUR SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors, suppliers and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use, your violation of rights of a third party through use of our Services or Service Content, or your use of the App, the Website and the Services, including, but not limited to, your User Contributions, any use of the App’s or the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the App or the Website.

Governing Law and Jurisdiction

All matters relating to the App, the Website, the Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use, the App, the Website or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Disputes

Wave is committed to customer satisfaction, so if you have a problem or dispute, we will try to resolve your concerns. But if we are unsuccessful, you may pursue claims as explained in this section.

You agree to give us an opportunity to resolve any disputes or claims relating in any way to the App, Website, Services, any dealings with our help center, any services or products provided, any representations made by us, or our Privacy Policy (“Claims”) by contacting us at info@getonthewave.com. If we are not able to resolve your Claims within 60 days, you may seek relief through arbitration or in small claims court, as set forth below.

Any and all Claims will be resolved by binding arbitration, rather than in court, except you may assert Claims on an individual basis in small claims court if they qualify. This includes any Claims you assert against us, our subsidiaries, suppliers or any companies offering products or services through us (which are beneficiaries of this arbitration agreement). This also includes any Claims that arose before you accepted these Terms of Use, regardless of whether prior versions of the Terms of Use required arbitration.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages, attorneys’ fees and costs), and must follow and enforce these Terms of Use as a court would.

Arbitrations will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA Consumer Rules. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, except as provided in this section. You may choose to have an arbitration conducted by telephone, based on written submissions, or in person in the state where you live or at another mutually agreed location.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your Claims to “Wave Legal: Arbitration Claims Department,” at Wave Technologies, LLC, 160 Greentree Drive, Ste. 101, Dover, DE 19904. If we request arbitration against you, we will give you notice at the email address or street address you have provided. A party requesting arbitration must also provide a copy of the request to the AAA, at Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043 or online at www.adr.org or at any AAA office.

Any and all proceedings to resolve Claims will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration we each waive any right to a jury trial. The Federal Arbitration Act and federal arbitration law apply to this agreement. An arbitration decision may be confirmed by any court with competent jurisdiction.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE APP, THE WEBSITE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy and our Copyright Policy constitute the sole and entire agreement between you and the Company with respect to the App, the Website and the Services, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the App, the Website and the Services.

Your Comments and Concerns

The App and the Website are operated by Wave Technologies LLC.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the App, the Website or the Services should be directed to: info@getonthewave.com.