The Wave International, LLC
Effective as of: July 1, 2018
Effective as of: July 1, 2018
MODIFICATION OF THESE TERMS
You are responsible for regularly reviewing these Terms. THE WAVE INTERNATIONAL, LLC has the right, but not the obligation, to correct any errors or omissions in any portion of the Website. THE WAVE INTERNATIONAL, LLC reserves the right, at its sole discretion, to change, modify, add, remove or terminate any portion of these Terms, in whole or in part, at any time, without prior notice. All changes to these Terms are effective immediately upon being posted to the Website. Your continued use of the Website following any changes to these Terms will mean you accept these changes.
Restrictions on Use
The Website may only be used to post, send and receive messages, information and materials that are proper and related to the particular Website forum, community, or other Website service you are using, and solely for your own use, not for the use or benefit of any third party. You are not permitted to:
THE WAVE INTERNATIONAL, LLC reserves the right to restrict or terminate your access to the Website, including, without limitation, your access to any or all of the services provided thereunder or your ability to use any Website user ID and/or password, at any time without notice if we believe you have or are likely to undertake conduct that is prohibited under these Terms. Your sole remedy against THE WAVE INTERNATIONAL, LLC in the event of a dispute about these Terms, the Website or your use thereof, is to cease your use of the Website. In such event, THE WAVE INTERNATIONAL, LLC may delete and/or store, in its discretion, data associated with your use of the Website. THE WAVE INTERNATIONAL, LLC may also change, suspend, or discontinue any aspect of the Website at any time, including the availability of any Website feature, database, or content.
Providing Correct Personal Information
In the course of using the Website, you may be required to enter certain information, including without limitation personal information (collectively, “Information”). You agree to provide THE WAVE INTERNATIONAL, LLC with full, true and correct Information, and to update such Information on the Website promptly as reasonably necessary and as required by the Website.
Caution When Providing Information
Always use caution when giving out any personally identifying information about yourself in using any Website service. THE WAVE INTERNATIONAL, LLC does not control or endorse the content, messages or information found in any text, data, audio, video, audio/video or other materials or information posted by Website users to the Website or transmitted to other users or THE WAVE INTERNATIONAL, LLC through the Website (collectively, “Posted Materials”) and, therefore, THE WAVE INTERNATIONAL, LLC specifically disclaims any liability with regard to Posted Materials and any actions resulting from your use of Posted Materials. Website users are not authorized THE WAVE INTERNATIONAL, LLC spokespersons, and their views do not necessarily reflect those of THE WAVE INTERNATIONAL, LLC.
License in Posted Materials
THE WAVE INTERNATIONAL, LLC does not claim ownership of any of the Posted Materials. However, by posting, transmitting, uploading, inputting, providing or submitting any Posted Materials, including by creating or modifying a home page, chatting, uploading files, inputting data, transmitting e-mail, or engaging in any other form of communication, you are granting THE WAVE INTERNATIONAL, LLC, its affiliated companies and sublicensees a non-exclusive, royalty-free, perpetual, worldwide, irrevocable and fully sublicensable license in and to such Posted Materials. For example, we have the right to: copy, distribute, transmit, display, perform, edit, translate, reformat and otherwise use or archive Posted Materials, with or without attribution, and allow other Website users to do so as well, in all media known or hereafter developed. Where feasible, we will generally strive to include attribution provided by the poster in the event we post or use Posted Materials provided by such poster. You hereby waive all rights to any claim against THE WAVE INTERNATIONAL, LLC for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Posted Materials.
If you provide THE WAVE INTERNATIONAL, LLC with Posted Materials such as comments, bug reports, feedback or modifications proposed by you to THE WAVE INTERNATIONAL, LLC, the Website, or the goods and/or services provided through the Website (collectively, “Feedback”), then in addition to the license granted in all Posted Materials, THE WAVE INTERNATIONAL, LLC will have the right to use such Feedback at THE WAVE INTERNATIONAL, LLC’ discretion, including but not limited to incorporating such Feedback into the Website and the right to assign, license or otherwise use such Feedback. You hereby give THE WAVE INTERNATIONAL, LLC a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate such Feedback and use such Feedback for any purpose.
No compensation will be paid with respect to the use of your Posted Materials or Feedback as provided herein. THE WAVE INTERNATIONAL, LLC is under no obligation to post or use any Posted Materials or Feedback you may provide and may remove any Posted Materials or Feedback at any time and for any reason (or no reason) in THE WAVE INTERNATIONAL, LLC’ sole discretion.
Posted Materials may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download Posted Materials.
User Representations and Warranties
By posting, uploading, inputting, providing or submitting your Posted Materials or Feedback, you (1) acknowledge that the Website is open to the public and therefore THE WAVE INTERNATIONAL, LLC cannot control who will access Posted Materials or Feedback, or the use that any third party will make of any such materials, (2) represent and warrant that you own or otherwise control all of the rights to your Posted Materials necessary to grant the licenses granted in this Section (Posted Materials), including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Posted Materials, whether such right is established through direct ownership, express authorization of the copyright owner of the Posted Materials, or otherwise under law, (3) represent and warrant that your posting of the Posted Materials or Feedback does not and will not violate or infringe any third party right, including but not limited to any third party intellectual property right, right of publicity or privacy, or contractual right, (4) acknowledge that THE WAVE INTERNATIONAL, LLC shall not be liable to you or any third party for not accepting your Posted Materials or Feedback for inclusion on the Website or for removing your Posted Materials or Feedback, in whole or in part, from the Website, and (5) acknowledge that THE WAVE INTERNATIONAL, LLC shall not be liable to you or any third party for any consequence, including but not limited to any harm or damage, that may arise from the inclusion of your Posted Materials or Feedback on the Website, including but not limited to any harm or damage that may result from the use by any third party of your Posted Materials or Feedback in any manner.
Your Responsibility for Posted Materials and THE WAVE INTERNATIONAL, LLC’ Monitoring Rights
You will be responsible for your own Posted Materials and the consequences of posting or otherwise transmitting those Posted Materials. THE WAVE INTERNATIONAL, LLC does not represent or guarantee the truthfulness, accuracy, privacy, security, or reliability of any Posted Materials posted or otherwise transmitted by Website users or endorse any opinions expressed by such users. THE WAVE INTERNATIONAL, LLC has no obligation to monitor you or any other user’s use of the Website. THE WAVE INTERNATIONAL, LLC reserves the right to review and monitor your use of the Website, including without limitation your use of any user ID and/or password in accessing the Website and any materials posted to or revised on the Website, to remove any materials or restrict or terminate your access to the Website, or to change, suspend, or discontinue any aspect of the Website at any time in its sole discretion.
Disclaimer of Representations or Warranties
You acknowledge that your use of the WAVE INTERNATIONAL, LLC website is at your own risk. efforts by the WAVE INTERNATIONAL, LLC to modify the website shall not be deemed a waiver of these limitations. THE WAVE INTERNATIONAL, LLC website, including all content, information or services provided through, or in conjunction with, the website, is provided “as is,” as a convenience to all users without representation or warranty of any kind to you or any third party, including, without limitation, any express or implied warranties (1) of merchantability or fitness for a particular purpose, (2) of informational content or accuracy, (3) of non-infringement, (4) of quiet enjoyment, (5) of title, (6) that the website will operate in an error free, or uninterrupted manner or is free of viruses or other harmful components, (7) that any defects or errors in the website will be corrected, or (8) that the website is compatible with any particular hardware or software platform.
Disclaimer Of Liability
In no event shall THE WAVE INTERNATIONAL, LLC and its officers, directors, agents, employees, partners, sublicensees, successors and assigns (collectively, with THE WAVE INTERNATIONAL, LLC, the “THE WAVE INTERNATIONAL, LLC entities”) be liable to you or any third party for any loss of profits, loss of use, loss of data, interruption of business, or any direct, indirect, incidental, special or consequential damages arising out of or in any way connected with the use of the WAVE INTERNATIONAL, LLC website or with the delay or inability to use same, or with hypertext or graphic links to third parties, or for any breach of security associated with the transmission of sensitive information through THE WAVE INTERNATIONAL, LLC website or any linked website, or for any information, products, and services obtained through or viewed on THE WAVE INTERNATIONAL, LLC website, or otherwise arising out of the use of same, whether based on contract, tort, strict liability, regulation, common law precedent or otherwise, even if THE WAVE INTERNATIONAL, LLC has been advised of the possibility of damages and even if such damages result from THE WAVE INTERNATIONAL, LLC’ negligence or gross negligence. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In such states, THE WAVE INTERNATIONAL, LLC’ liability shall be limited to the fullest extent permitted by law. Additional disclaimers appear within the body of this website and are incorporated herein by reference. To the extent any such disclaimers place greater restrictions on your use of this website or the material contained therein, such greater restrictions shall apply.
Linked Websites Disclaimer
Third Party Offer Disclaimer
By offering a number of third party products and services, including advertisements, on the Website, THE WAVE INTERNATIONAL, LLC makes no warranties or representations of any kind as to the content or suitability of the subject matter of any website, product or service from any such third party business or individual. THE WAVE INTERNATIONAL, LLC expressly disclaims liability for direct, consequential, or incidental damages arising from the products, services, advertisements, actions, or website content of these and any other third parties, and you waive any claims against THE WAVE INTERNATIONAL, LLC for damages arising from such transactions or your reliance upon statements contained therein. You will not consider THE WAVE INTERNATIONAL, LLC, nor will THE WAVE INTERNATIONAL, LLC be construed as, a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with the transaction. The merchants or other third parties operating such third party sites are responsible for all aspects of order processing, fulfillment, billing, and customer service. You acknowledge that use of such merchants is at your sole risk and is without warranties of any kind by us, expressed, implied, or otherwise including warranties of title, fitness for purpose, merchantability, and/or noninfringement. Under no circumstances is THE WAVE INTERNATIONAL, LLC liable for any damages arising from the transactions between you and merchants found on THE WAVE INTERNATIONAL, LLC website or for any information appearing on merchant websites or any other website linked from or to our website.
You will indemnify, defend (or settle) and hold harmless THE WAVE INTERNATIONAL, LLC Entities from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorney’s fees and all other costs, fees, and expenses (collectively, “Claims”) against any of THE WAVE INTERNATIONAL, LLC Entities to the fullest extent permitted by law arising out of or in connection with (1) your use of the Website or any Posted Materials, including without limitation your use of any Partner Services, or the use by any third party of such materials through you, (2) any Posted Materials provided or made available by you, and (3) any conduct by you of that is prohibited by these Terms, including without limitation any breach of your representations and warranties herein or within any applicable Partner Terms. In connection with any Claims that may give rise to your indemnification obligations as set forth above, THE WAVE INTERNATIONAL, LLC Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to THE WAVE INTERNATIONAL, LLC Entities pursuant to this Section.
Confidentiality of Account and Password
You are responsible for maintaining the confidentiality of your account and password, if any, and for restricting access to your computer. You accept full responsibility and liability for all activities that occur under your account or password. THE WAVE INTERNATIONAL, LLC reserves the right to refuse service, terminate accounts, or remove content in its sole discretion. For certain services, you may be required to register; as part of the registration process, you must select a user name. The information that you supply during any registration process must be accurate and complete and you are not permitted to (1) register under the name of another person, (2) choose a user name that THE WAVE INTERNATIONAL, LLC deems offensive, or (3) choose a user name for the purposes of deceiving or misleading forums members and/or staff as to your true identity. You are not permitted to impersonate any other person, including any other THE WAVE INTERNATIONAL, LLC forum member, any THE WAVE INTERNATIONAL, LLC forum host or any THE WAVE INTERNATIONAL, LLC staff.
Notification of Unauthorized Use/Ceasing Access
You will notify THE WAVE INTERNATIONAL, LLC immediately of any unauthorized use or threat of unauthorized use of your account or the Website or of any other breach or potential breach of security known to you with respect to your account or the Website, including without limitation any loss or compromise of any password, and cooperate with THE WAVE INTERNATIONAL, LLC in every reasonable way to help THE WAVE INTERNATIONAL, LLC prevent the further unauthorized use, threat of unauthorized use, disclosure or threat of disclosure regarding the Website, your account and/or your password. You acknowledge that immediately upon termination of your right to use the Website, or upon any earlier demand by THE WAVE INTERNATIONAL, LLC at any time, you will cease all access and/or use of the Website and will not attempt to access and/or use the Website.
COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
The Website and all content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the Website are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other copyright laws. The Website and all Website content is the property of THE WAVE INTERNATIONAL, LLC and/or third party licensors, including users posting Posted Materials, and all right, title and interest in and to the Website and Website content will remain with THE WAVE INTERNATIONAL, LLC or such third party licensors. Other product and company names mentioned herein may be the trademarks of their respective owners. The Website, including all Website content, is only for your personal, non-commercial use. You do not acquire ownership rights to any content, document, or other materials viewed through or posted on the Website. The posting of information or materials on the Website does not constitute a waiver of any right in such information and materials. You will abide by any and all additional copyright notices, information, or restrictions contained in any content on the Website. Any copying, republication, or redistribution of Website content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of THE WAVE INTERNATIONAL, LLC and/or the respective intellectual property rights holder identified in the subject content.
Copyright Infringement Claims
THE WAVE INTERNATIONAL, LLC respects the intellectual property rights of others and expects our users to do the same. The policy of THE WAVE INTERNATIONAL, LLC is to terminate the accounts of repeat copyright offenders and other users who infringe upon the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide THE WAVE INTERNATIONAL, LLC’ Designated Copyright Agent, identified below, with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required by the DMCA as amended from time to time.
Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to THE WAVE INTERNATIONAL, LLC Designated Copyright Agent using the following contact information:
The Wave International, LLC
Attn: THE WAVE INTERNATIONAL, LLC Copyright Agent
2120 Range Road
Clearwater, FL 33765
ALL INQUIRIES NOT RELEVANT TO THE ABOVE PROCEDURE WILL RECEIVE NO RESPONSE.
DISPUTE RESOLUTION (ARBITRATION CLAUSE)
You and THE WAVE INTERNATIONAL, LLC each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Dispute”) arising out of or in connection with your or THE WAVE INTERNATIONAL, LLC’ rights and obligations as set forth in these Terms, the Website, the use of the Website, and/or the information, services and/or products that may be provided by or through or in connection with the Website. The arbitration will be held in Clearwater in the State of Florida before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. At the option of the first party to commence an arbitration, the arbitration will be administered either by the National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com), or JAMS, 620 Eighth Ave, NY Times Building, 34th Floor, New York, NY 10018 (www.jamsadr.com). In the event you are the first party to commence an arbitration, and you fail to select an arbitration organization within 30 days after providing notice to THE WAVE INTERNATIONAL, LLC of such arbitration, THE WAVE INTERNATIONAL, LLC may select the organization. You may obtain a copy of the rules of each organization by contacting the organization. In the event that any Dispute cannot be submitted to binding arbitration pursuant to the rules of any such organization, such event shall not affect the enforceability of this clause so long as the Dispute may be submitted to binding arbitration with one of the organizations. You and THE WAVE INTERNATIONAL, LLC shall agree on one arbitrator to conduct the arbitration and the arbitrator shall be selected pursuant to the applicable rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate THE WAVE INTERNATIONAL, LLC’ intellectual property rights, THE WAVE INTERNATIONAL, LLC may seek (and you will not contest) injunctive or other appropriate relief in any state or federal court in or around Clearwater, New York, and you consent to exclusive jurisdiction and venue in such courts.
The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.
Giving Up Right of Class Action
These Terms provide that all Disputes will be resolved by binding arbitration and not in court or by jury trial. If a dispute is arbitrated, you give up your right to participate as a class representative or class member on any class claim you may have against THE WAVE INTERNATIONAL, LLC entities including any right to class arbitration or any consolidation of individual arbitrations. Without limitation, this includes giving up your rights to bring or participate in a class action as set forth in any state statute.
STATUTE OF LIMITATIONS; CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF TRIAL BY JURY
Any cause of action you may have with respect to your use of the Website must be commenced within one year after the claim or cause of action arises. To the maximum extent permitted by law, these Terms will be interpreted under the laws of the State of New York, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of courts in Clearwater, Florida in all disputes arising out of or relating to the use of the Website; provided, however, that in the event THE WAVE INTERNATIONAL, LLC is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by THE WAVE INTERNATIONAL, LLC hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by THE WAVE INTERNATIONAL, LLC therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, THE WAVE INTERNATIONAL, LLC and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with your use of the Website, your or THE WAVE INTERNATIONAL, LLC’ rights and obligations as set forth in these Terms, and/or the services and/or products that may be provided by or through or in connection with the Website.
Viewing Outside the United States
THE WAVE INTERNATIONAL, LLC makes no claims that the Website may be lawfully viewed, accessed or used outside the United States. Access or use of the Website may not be legal by certain persons or in certain countries. If you access or use the Website from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
No Joint Venture
You agree that no joint venture, partnership, employment or agency relationship exists between you and THE WAVE INTERNATIONAL, LLC as a result of your use of the Website.
The failure of THE WAVE INTERNATIONAL, LLC to enforce any provision of these Terms will not be construed as a waiver or limitation of THE WAVE INTERNATIONAL, LLC’ right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms.
The provisions of the following sections shall survive any termination or expiration of these Terms: Disclosure Under Law, Materials, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Dispute Resolution (Arbitration Clause), Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial, and Miscellaneous.
No assignment, delegation or other conveyance of your rights or obligations under these Terms may be made by you (by operation of law or otherwise) without the prior written consent of THE WAVE INTERNATIONAL, LLC, to be given in its sole discretion. THE WAVE INTERNATIONAL, LLC may assign its rights and obligations hereunder to any other party.
Statute of Limitations
Any cause of action you may have with respect to your use of the Website must be commenced within one year after the claim or cause of action arises.
If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
Notices to THE WAVE INTERNATIONAL, LLC shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to THE WAVE INTERNATIONAL, LLC, with such notices being effective as of the date of actual, confirmed receipt by THE WAVE INTERNATIONAL, LLC. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you, and are deemed effective upon the earlier of being confirmed received or 1 day after having been sent.
Inquiries regarding these Terms should be directed to: CFox@thewaveint.com
Last Updated on September 21, 2018