WAVMAKER, INC.
TERMS AND CONDITIONS OF USE

Acceptance of the Terms of Use

These terms of use are entered into by and between you ("you") and WavMaker, Inc. ("WavMaker," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of (a) www.wavmaker.com, including any content ("Content"), functionality, and services offered on or through www.wavmaker.com (the "Website"), whether as a guest or a registered user, (b) sound compositions, audio recordings, and other resources made available to you through WavMaker’s collection (collectively, the "WavMaker Collection"), (c) illustrations, images, clips, code, text, and additional content accessible on the Website that are excluded from the WavMaker Collection, and (d) services managed by WavMaker, including, but not limited to, any applications, add-ons, executable files, or alternative software furnished to you by WavMaker (referred to as the "Services").

Please read the Terms of Use carefully before you start to use the Website, Content, WavMaker Collection, or Services. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.wavmaker.com/privacy, 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 Website.

The Website, Content, WavMaker Collection, and Services are offered and available to users who are 18 years of age or older. By using the Website, Content, WavMaker Collection, or Services, you represent and warrant that you meet the foregoing eligibility requirement. If you do not meet this requirement, you must not access or use the Website, Content, WavMaker Collection, or Services.

Changes to these 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, and apply to all access to and use of the Website, Content, WavMaker Collection, and Services thereafter.

Your continued use of the Website, Content, WavMaker Collection, or Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

WavMaker Collection Content License

WavMaker hereby grants you a worldwide limited, non-transferable, non-sublicensable, non-assignable, license to use any item of content in the WavMaker Collection, provided that you adhere to these Terms of Use. As long as you have an active subscription to the WavMaker Collection, the foregoing license shall include the right to distribute your Production (as defined below) via any social networking application, site, platform, or broadcast in accordance with these Terms of Use. You are permitted to acquire, replicate, create derivative works, share, present, and exhibit the content in the WavMaker Collection only when integrated with your personal creations or the Company’s original creations, as appropriate, for any lawful intent (the mixture of Content and your own original creations, as applicable, is denoted as a "Production"). Your license for the WavMaker Collection materials used in a Production is indefinite, permitting you to copy, share, present, and showcase Productions for lawful purposes, provided you adhere to these Terms of Use. You’re allowed to download a maximum of 50 songs daily.

If you’re subscribed to a Corporate Plan, you can merge WavMaker Collection content with creations from other authors, and each merged creation will be considered a "Production." Specific subscription plans may impose extra restrictions on licenses, such as confining the utilization of a service to specific media types. Specifically, with the Studio Plan, the usage of WavMaker Collection content for broadcast dissemination, encompassing electronic television or radio, film, on-demand video services, or public presentation, is prohibited.

If you’re subscribed to a Corporate Plan and you organize a public performance broadcast featuring any content that includes material from the Collection via a medium holding valid performance licenses from American Society of Composers, Authors and Publishers ("ASCAP"), Broadcast Music, Inc. ("BMI"), or other relevant performing rights organizations, you must submit a music cue sheet to us within thirty (30) days of the initial commercial broadcast. Additionally, regardless of any other provisions stated herein, if a work incorporating WavMaker Collection content, wholly or partially, is distributed through a medium not under your ownership, you acknowledge and consent that such medium must have comprehensive performance licensing agreements in place with the respective performance rights organizations, or alternatively, a separate performance fee must be negotiated in good faith.

Regarding your utilization of the WavMaker Collection, you hereby agree not to:

a.) share, distribute, resell, or present the WavMaker Collection, or any portion thereof, independently from the Production into which it’s integrated
b.) sublicense or transfer the use of the WavMaker Collection for individual distribution;
c.) employ the WavMaker Collection, or any part thereof, in association with defamatory, deceitful, or fraudulent content or with pornographic, unlawful, or illicit imagery, sounds, or content, or any depictions of illegal activity whatsoever, whether directly or in context or by juxtaposition with other materials;
d.) modify the language of the WavMaker Collection, or any portion thereof;
e.) alter the Content (provided that integration into a larger work is permissible), including changing the harmonic arrangement or melody of the WavMaker Collection, or any part thereof; or
f.) erase or alter any proprietary or intellectual property markings or notices.

All rights not expressly granted are reserved by WavMaker. Any use not expressly permitted by these Terms of Use is a breach of these Terms of Use and will result in immediate termination of the license rights granted herein. Any preview of WavMaker Collection Content is solely for assessment purposes and must not be otherwise circulated, synchronized, streamed, broadcasted, publicly executed, or utilized.

Production Monetization on Third-Party Platforms

Provided that you adhere to these Terms of Use, you have the liberty to authorize and earn revenue from displaying third-party advertisements when uploading your Productions on external platforms, such as www.youtube.com or any of YouTube’s applications, which offer monetization features. However, please note that WavMaker may monetize specific Productions under certain plans or those it deems unlicensed.

WavMaker will not be held liable to you or any third party for your inability to monetize any Productions or for any claims arising from Productions you upload on third-party platforms. Additionally, WavMaker will not provide reimbursement to you or any third party for the inability to monetize any of your Productions, regardless of the underlying cause.

Website License

Subject to your compliance with these Terms of Use, WavMaker hereby grants you a limited, non-transferable, non-sublicensable, non-assignable, revocable license to access and use the Website, the Services and any content contained therein for personal and non-commercial use. This license does not apply to your exploitation of the WavMaker Collection. That license is set forth in paragraph 3. If you have a Corporate Plan, WavMaker grants you the right to create multiple "seats" or user accounts within your Company in connection with your master account, in which case, you shall be responsible for all those using the WavMaker Collection, Website, Services and/or Content pursuant to these Terms of Use and/or through the use of login(s) and password(s) issued by you and each such user shall be subject to these Terms of Use. Any unauthorized use or use otherwise not in compliance with these Terms of Use will result in immediate termination of the license rights granted herein.

The license granted herein does not include the right to download (other than through page caching), copy, reproduce, extract data from (including through data mining, web crawling, or other techniques), or modify; sell, re-sell, or commercially re-use (including via any time sharing, service bureau, or similar method); or create any derivative works of the Website, Services, WavMaker Collection, or any content available therein. You agree not to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of WavMaker (or any third-party owners of content) without the express written permission of the respective owner of such information.

All rights not expressly granted by these Terms of Use are reserved by WavMaker. There are no implied rights.

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

a.) Upload or transmit any message, information, data, text, software, or images, including, without limitation, any User Content (as defined below), that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
b.) Impersonate or attempt to impersonate WavMaker, a WavMaker employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
c.) Upload or transmit any material, including, without limitation, any User Content, that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
d.) Upload or transmit any files or material, including, without limitation, any User Content, that contains viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of the Website, the Services, another’s computer, or property of another;
e.) Delete any author attributions, legal notices, or proprietary designations or labels that you upload to any communication feature;
f.) Violate 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 US or other countries) ("Applicable Laws");
g.) Exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
h.) Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
i.) Upload or transmit any material that infringes or misappropriates the intellectual property rights of any third party;
j.) Delete or revise any material posted by any other person or entity;
k.) Manipulate or otherwise display the Website by using framing, mirroring, or similar navigational technology or directly link to any subdomain of the Website;
l.) Probe, scan, test the vulnerability of or breach the authentication measures of, the Website, the Services, or any related networks or systems;
m.) Register, subscribe, or unsubscribe or attempt to register, subscribe, or unsubscribe, any individual or entity for any Services without express authorization from such individual or entity;
n.) Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm WavMaker or users of the Website, or expose them to liability;
o.) Harvest or otherwise collect information about others, including e-mail addresses; or
p.) Use any robot, spider, scraper, or other automated or manual means to access this Website or the Services, or copy any content or information on the Website or the Services.

Monitoring and Enforcement

WavMaker has the right to:

a.) Remove or refuse to post any Productions for any or no reason in our sole discretion.
b.) Take any action with respect to any Productions that we deem necessary or appropriate in our sole discretion, including if we believe that such Production violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for WavMaker.
c.) 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.
d.) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website, Content, WavMaker Collection, or Services.
e.) Terminate or suspend your access to all or part of the Website, Content, WavMaker Collection, or Services for any or no reason, including without limitation, any violation of these Terms of Use.

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

However, WavMaker cannot review all material before it is posted on the Website 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.

Services and Account Access

In order to access and use the Services and any Content, you will be required to provide certain personally identifiable information, the use of which is governed by our Privacy Policy. You agree that any information provided by you is accurate, current, and complete and will be kept accurate, current, and complete when using the Services. WavMaker may suspend or terminate your access to the Services for any reason or no reason at any time in WavMaker’s sole discretion without prior notice to you. Any username, password, or any other item of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. If you are a part of a Corporate Plan for your Company, you agree that your Company’s administrator will monitor access by the Company’s personnel, as well as revoke individual user access covered under the Corporate Plan for your Company when any individual user leaves the Company that is covered by the Corporate Plan for your Company. A Company may re-assign or transfer an individual user’s license to another individual user with the Company; provided, however, that the individual user whose access is being re-assigned or transferred will be revoked. A WavMaker license under an Corporate Plan is a license to the Company and not the individual users within the Company, even if individual users within the Company may have their own access credentials/passwords; individual users that leave a Company covered under a Corporate Plan are no longer licensed to use the WavMaker Collection content covered under the Corporate Plan for your Company. WavMaker also reserves the right to limit the number of individuals/unique access credentials within a Corporate Plan and/or revoke access to individual users with the Company or to the Company. You are responsible for all of your Company users and personnel, including, without limitation, any third-party vendors or contractors, and their use of the Website, Content, WavMaker Collection, and Services.

You must exercise caution when accessing your account from a public or shared computer to ensure others are not able to view or record your password or other personal information. You understand and agree that if you have access to an account, your account is personal to you, and you agree not to provide any other person with access to the Services and Content or portions thereof using your username, password, or other security information. You agree to notify us promptly of any unauthorized access to or use of your username or password or any other breach of security. You are liable for any password misuse or any unauthorized access.

The security of your personal information is crucial to WavMaker. We use physical, electronic, and administrative measures intended to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. You are responsible for complying with these Terms of Use and obtaining your own access to the Services and use of the Content. Unfortunately, the transmission of information via the Internet is not guaranteed to be secure. Although we do our best to protect your personal information, we cannot guarantee the security of personal information you transmit when using the Website, the Services, WavMaker Collection, or any Content. Any transmission of personal information is at your own risk.

Plan Fees; Plan Cancellation and Renewals; Plan Trial Period

Fees for your use of Service will be in accordance with your chosen plan and stated at the time of your purchase or sign-up, as applicable, and as provided on our Website. By choosing your desired plan, you represent and warrant that it is the appropriate plan for your intended and/or actual use. Fees for Services and certain plans may be modified at any time. Fees may be subject to tax, collected by us or a third party through which you transact, and except as set out in these Terms of Use are non-refundable. If your Service involves a recurring payment of a fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your Service, you understand it will automatically renew and you authorize us, or a third party through which you transact (without notice to you, unless required by applicable law) to collect the then-applicable fee and any taxes, using any credit card we have on file for you. You can cancel at any time by emailing us at support@wavmaker.com or by logging into your account and clicking on the subscription page. If you cancel your plan or Service, you will not receive a refund of any fees already paid, unless otherwise stated in these Terms of Use.

If you do not pay your Fees on time, a late charge may be applied (computed daily from the date of the invoice at the lesser of one and one-half percent per month or the highest rate permitted by law) and you agree WavMaker may withhold access to Content, the WavMaker Collection, and/or Services until you make the required payment. You agree that all Fees are net amounts for the Services, WavMaker Collection, and/or Content and that payment of all taxes are ultimately your responsibility.

If you are dissatisfied with your WavMaker account experience, and you have not accessed, used, or licensed any Content or Services, you may request that we cancel your WavMaker account within the first 30 days of setting up your account, in which case we may, in our sole discretion, refund all or a portion of the fees (however, no refunds are guaranteed after such 30 days).

From time to time, we may also offer Services that include a limited free trial period where you can access and use Content in accordance with the plan you select but you are not responsible for paying any fees ("Trial Period") until the conclusion of the Trial Period. Once your Trial Period concludes, and if you have not cancelled your plan before the expiration of the Trial Period, we will automatically charge the recurring subscription fees that are applicable for such plan to the payment method you provided at the time you signed up for the plan. Your eligibility for a Trial Period is subject to any additional terms of that Trial Period. Your access to and use of any Content during the Trial Period is subject to these Terms of Use and the features of your chosen plan.

Termination; Modifications

The Services, Content, WavMaker Collection, plan, and any features, information, or content available therein, may be modified, cancelled, revoked, or terminated at any time in our sole discretion without notice to you. If we do so, we may provide you a prorated refund based on the number of days remaining in your subscription plan unless we terminate your access to the Services for conduct that we determine, in our discretion, violates the Terms of Use, violates any applicable law, involves fraud or misuse of the Content or Service, or is harmful to our interests or another user. Your right to use the Service and access to Content will immediately terminate. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

Additionally, we reserve the right to accept, refuse, or to restrict your use of any plan or Service or modify your plan or Service based on your qualification for a specific plan or Service, in our sole discretion. You are not permitted to transfer or assign your plan or Service benefits, or any Content you access. We are permitted to take actions we deem reasonably necessary to prevent fraud and abuse, including implementing restrictions on the number of users on your account or the amount of Content that can be accessed at any one time.

Third-Party Site Links

If the Website contains links to other sites 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. WavMaker has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

No Reliance

The information presented on or through the Website, Content, WavMaker Collection, or Services is made available solely for general information purposes. WavMaker does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. WavMaker disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Website, Content, WavMaker Collection, or Services, or by anyone who may be informed of any of their contents.

The Website, Content, WavMaker Collection, or Services 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 WavMaker, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of WavMaker. WavMaker is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Ownership

The Website, the Services, WavMaker Collection, and all Content appearing therein, including, but not limited to, their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by WavMaker, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

All trademarks, service marks, logos, product and service names, designs, images, and slogans are trademarks appearing within the Website, Content, WavMaker Collection, or Services are owned by WavMaker or its affiliates or licensors. You must not use such marks without the prior written permission of WavMaker. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear within the Website, or on the Services or the Content contained therein or in the WavMaker Collection are the trademarks of their respective owners. Except as otherwise set forth herein or in a separate agreement with you, WavMaker does not represent or warrant that your use of the Website, any Content or the Services or WavMaker Collection will not infringe upon the rights of any third-party.

Without limiting the foregoing, if you have a Corporate Plan, you grant WavMaker a limited, non-exclusive license to use your business name and logo solely for informational marketing purposes (i.e., to disclose that you utilize the WavMaker Collection). Subject to the WavMaker Privacy Policy, any communication or material that you transmit to the Website or to us, whether by email or other any means, for any reason, will be treated as non-confidential and non-proprietary user content ("User Content"). While you retain all ownership rights to the User Content, you hereby grant to WavMaker an irrevocable, perpetual, fully paid up, world-wide, royalty-free, right to use, reproduce, edit, alter, display, transmit, prepare derivate works of, change, publish, and otherwise fully exploit any User Content for any purpose related to the Services, including, without limitation, for the development, diagnosis, and advancement of the Website, the Services, or any other products and/or services hereinafter developed by WavMaker without payment to you. By posting any User Content, you represent and warrant that you own or otherwise fully control all of the rights to your User Content, including, without limitation, all the rights necessary for you to provide, post, upload, input, or otherwise submit your User Content.

Availability and Indexing of WavMaker Collection

Once we have chosen specific WavMaker Collection content available to you under your plan, we encourage you to download the WavMaker Collection content as soon as possible. As a benefit to you we may continue to make the specific WavMaker Collection content available to you under your plan available for re-download, but we do not promise that such WavMaker Collection content will be available for re-download and WavMaker will not be liable to you if it becomes unavailable for further re-download. We may modify, add, or remove WavMaker Collection content from our plans and our Service at any time and make no guarantee as to the availability of specific WavMaker Collection content in any plan or as to any minimum amount of WavMaker Collection content in any plan. Some of the WavMaker Collection content may be offered in limited territories, and we may use geofiltering technology to prohibit access outside of those territories. You understand and agree that temporary interruptions of service may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with WavMaker Collection content. You agree that, except as otherwise set forth herein or in a separate agreement with you, the WavMaker Collection content and Services available on this Site are provided "AS IS" and that we assume no responsibility for the promptness, removal, mis-delivery, or failure to store any WavMaker Collection content, communications, or personalization settings. While we have made reasonable efforts to correctly categorize, keyword, caption, description, and label the WavMaker Collection content, we do not warrant the accuracy of such information.

Third Party Platforms; Distribution Coverage

WavMaker provides tools that enable you to link your account with third party applications, websites, and other services to make the Services, WavMaker Collection, and Content available to you as a user. If you do so, you may also be subject to the terms and conditions and privacy policy of the provider of that third party service provider. For example, by linking your account on WavMaker with an account on YouTube, you are agreeing to be bound by and subject to YouTube’s Terms of Service which are available here: https://www.youtube.com/t/terms. WavMaker is not responsible or liable for behavior, content, information, or features of any third party application, website, platform, or service.

Disclaimers; Warranty

YOUR USE OF THE WEBSITE, WAVMAKER COLLECTION, SERVICES, AND CONTENT, IS AT YOUR OWN RISK. THE WEBSITE, WAVMAKER COLLECTION, SERVICES, AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WAVMAKER NOR ANY PERSON ASSOCIATED WITH WAVMAKER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE, WAVMAKER COLLECTION, CONTENT, OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER WAVMAKER NOR ANYONE ASSOCIATED WITH WAVMAKER REPRESENTS OR WARRANTS THAT THE WEBSITE, WAVMAKER COLLECTION, SERVICES, OR CONTENT 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 WEBSITE, WAVMAKER COLLECTION, SERVICES, OR CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WAVMAKER DOES NOT WARRANT THAT THE WAVMAKER COLLECTION, WEBSITE, CONTENT OR SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WAVMAKER COLLECTION, WAVMAKER WEBSITE, CONTENT OR SERVICES, WAVMAKER’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM WAVMAKER ARE 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. TO THE FULLEST EXTENT PROVIDED BY LAW, WAVMAKER 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 USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless WavMaker, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, 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 breach of these Terms of Use or your use of the Services, WavMaker Collection, or any Content therein, including, but not limited to, actions under your account name, your violation of any law or regulation or any rights of another, your User Content, third-party sites, and any use of content other than as expressly authorized under these Terms of Use. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms of Use. The party seeking indemnification shall notify the indemnifying party of any such claim, demand, or action immediately after such party has been formally advised thereof, and the indemnifying party shall not settle any such claim, demand, or action without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. The foregoing indemnity obligations do not apply with respect to portions or components of the Services, WavMaker Collection, or any Content (i) not created by or on behalf of WavMaker, (ii) that are changed after delivery by WavMaker, (iii) combined with other products, processes, or materials (including a Production) where the alleged infringement relates to such combination, (iv) where you continue allegedly infringing activity after being provided notice thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where your use of the Services, WavMaker Collection, or any Content is not strictly in accordance with these Terms of Use and all related documentation. You will indemnify WavMaker from all damages, costs, settlements, attorneys’ fees and expenses related to any claim of infringement or misappropriation excluded from WavMaker’s indemnity obligation by the preceding sentence.

Limitations

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WAVMAKER, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, OR ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, WAVMAKER COLLECTION, SERVICES, OR CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, 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, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE

International Use, Sanctions, and Export Policy

Although this Website may be accessible worldwide, WavMaker makes no representation that materials on this Website are appropriate or available for use or access in locations outside the United States. Those who choose to use or access this Website from other locations do so on their own initiative and at their own risk. If you choose to use or access this Website from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any Content or Service, and/or information made in connection with this Website, is void where prohibited. You may not use any WavMaker Content or Services if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Website, Content or Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.

Infringement Notices

If you believe that any content on or in the WavMaker Collection, Website, Content or the Services violate or infringe upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately of the alleged infringement at 2000 Mallory Lane, Suite 290 #1318, Franklin, TN 37067 Attn: Contract Administration Dept. or support@wavmaker.com with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint.

If you learn that the WavMaker Collection, Website, Content or the Services is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which WavMaker, the Content contributors or any of their respective affiliates may be liable, you will promptly notify WavMaker of any such claim. If WavMaker, the Content contributors or any of their respective affiliates learns of such a claim from you, the third party or otherwise and WavMaker, in its sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will: (i) remove the content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the content at your own expense if possible. If you do remove and cease use of the content, we may choose to refund your fees for the applicable content or without charge provide you with other content that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the other terms and conditions of these Terms of Use. Repeat infringers will be terminated and barred from using the Website.

Arbitration

At WavMaker’s sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Website, WavMaker Collection, Services, or Content, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

Governing Law and Jurisdiction

All matters relating to the Website 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 or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee, in each case located in the City of Nashville and County of Davidson, 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.

Electronic Communications

When you use the Website, or Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the Website or Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Force Majeure

In addition to any excuse provided by applicable law, WavMaker shall be excused from liability for non-delivery or delay in delivery of products, the WavMaker Collection, Content, or Services available through our Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, pandemic, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

Waiver and Severability

No waiver by WavMaker of any term or condition set out 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 WavMaker 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

These Terms of Use constitute the sole and entire agreement between you and WavMaker concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings of the parties with respect thereto.

Compliance with Laws

You agree to abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all acts or omissions that occur as a result of or while you access the Website, the WavMaker Collection, Content and/or the Services.

Order of Precedence

To the extent that anything in or associated with this Website is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

Survival

The Terms of Use shall survive termination or expiration of your use of the WavMaker Collection, the Website, the Services, or your plan.

Third Party Beneficiary

WavMaker, its content contributors or any of their respective affiliates are intended third party beneficiaries of these Terms of Use; nothing in these Terms of Use, express or implied, is intended to or shall confer upon any other third party, any rights, benefits, or remedies of any nature whatsoever. You shall promptly reimburse WavMaker, its content contributors and any of their respective affiliates for any costs (including reasonable attorneys’ fees and court costs) that are incurred in collecting any fees or enforcing these Terms of Use.

Our Remedies

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

Cure

No failure by WavMaker to perform any obligations under these Terms of Use of Use shall be deemed a breach hereof, unless you have given written notice of such failure to WavMaker and WavMaker fails to cure such non-performance within thirty days.

Notice

By Mail: 2000 Mallory Lane, Suite 290 #1318, Franklin, TN 37067 Attn: Contract Administration Dept.

By e-mail: support@wavmaker.com

WAVMAKER, INC. TERMS AND CONDITIONS OF USE