Terms and Conditions

Terms and Conditions

Terms and Conditions

Last Updated: January 2nd, 2023

1. Introduction

Please read these Terms and Conditions (the “Terms“) and our Privacy Policy carefully because they govern your use of our app and services accessible via our Site and mobile device application (the “App“). To make these Terms easier to read, our Site, services, any music, videos, podcasts, or other material that is made available through the Wavezz Service and App are collectively called the “Services.”

  1. Agreement to Terms. By using our Services, you agree to be bound by these Terms and by our Privacy Policy. If you don’t agree to be bound by these Terms, do not use the Services or access any Content.
  2. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

Use of the Wavezz Service may be subject to additional terms and conditions presented by Wavezz or it’s parent company Azorak, LLC which are hereby incorporated by this reference into these Terms.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 6 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

Service Provider

These Terms are between you and Azorak LLC, the parent company of the app Wavezz

Age and eligibility requirements

BY USING THE WAVEZZ SERVICE, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER TO ENTER INTO THESE TERMS, OR, IF YOU ARE NOT, THAT YOU ARE 13 YEARS OR OLDER AND HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THESE TERMS. Additionally, in order to use the Wavezz Service and access any Content, you represent that: you reside in the United States, and any registration and account information that you submit to Wavezz is true, accurate, and complete, and you agree to keep it that way at all times.

2. The Wavezz Service Provided by Us

Wavezz Service options

We provide numerous Wavezz Service options. We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. We are not responsible for the products and services provided by such third parties.

Trials

We offer several types of subscriptions for our Services, including a free trial subscription, a monthly subscription, and an annual subscription. By selecting one of these subscriptions, you agree to pay in advance the applicable subscription fee, if any, as posted in the App, plus any applicable taxes and other fees that may accrue in relation to your use of the Services. All fees are non-refundable and non-transferable unless otherwise provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

Third-Party applications, devices and open source software

The Wavezz Service may be integrated with, or may otherwise interact with, third-party applications, websites, and services (“Third-Party Applications“) and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices (“Devices“). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. Wavezz does not guarantee that Third-Party Applications and Devices will be compatible with the Wavezz Service.

Service limitations and modifications

We use reasonable efforts to keep the Wavezz Service operational and to provide you with a personalized, immersive audio experience. However, our service offerings and their availability may change from time to time, without liability to you; for example:

  • The Wavezz Services may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
  • We aim to evolve and improve the Wavezz Service constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all of part of the Wavezz Service (including particular functions, features, subscription plans, and promotional offerings);
  • Wavezz has no obligation to provide any specific content through the Wavezz Service, and Wavezz or the applicable owners may remove particular songs, videos, podcasts, and other Content without notice.

If you have prepaid fees directly to Wavezz for a Paid Subscription that Wavezz permanently discontinues prior to the end of your Pre-Paid Period (as that term is defined in the Payments and cancellations section below), Wavezz will refund you the prepaid fees for the Pre-Paid Period after such discontinuation. Your account and billing information must be up to date in order for us to refund you.

Wavezz has no liability to you, nor any obligation to provide a refund to you, in connection with internet or other service outages or failures that are caused by the actions of government authorities, other third parties, or events beyond our control.

3. Your Use of the Wavezz Service

Creating a Wavezz account

You may need to create a Wavezz account to use all or part of the Wavezz Service. Your username and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify our Customer Service team immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.

Wavezz may reclaim, or require you to change, your username for any reason.

Your rights to use the Wavezz Service

Access to the Wavezz Services

Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you limited, non-exclusive, revocable permission to make personal, non-commercial use of the Wavezz Service and the Content (collectively, “Access“). This Access shall remain in effect unless and until terminated by you or Wavezz. You agree that you will not redistribute or transfer the Wavezz Service or the Content.

The Wavezz software applications and the Content are licensed, not sold or transferred to you, and Wavezz and its licensors retain ownership of all copies of the Wavezz software applications and Content even after installation on your Devices.

Wavezz Proprietary Rights

The Wavezz Service and the Content are the property of Wavezz or Wavezz’ licensors. All Wavezz trademarks, service marks, trade names, logos, domain names, and any other features of the Wavezz brand (“Wavezz Brand Features“) are the sole property of Wavezz or its licensors. These Terms do not grant you any rights to use any Wavezz Brand Features whether for commercial or non-commercial use.

You agree to abide by the following guidelines, the following is not permitted for any reason whatsoever in relation to the Services and the material or content made available through the Services, or any part thereof:

  1. reverse-engineering, decompiling, disassembling, modifying, or creating derivative works, except where such restriction is expressly prohibited by applicable law. If applicable law allows you to decompile any part of the Services or Content where required in order to obtain the information necessary to create an independent program that can be operated with the Services or with another program, the information you obtain from such activities (a) may only be used for the foregoing objective, (b) may not be disclosed or communicated without Wavezz prior written consent to any third party to whom it is not necessary to disclose or communicate in order to achieve that objective, and (c) may not be used to create any software or service that is substantially similar in its expression to any part of the Services or the Content;
  2. copying, reproducing, redistributing, “ripping,” recording, transferring, performing, framing, linking to or displaying to the public, broadcasting, or making available to the public, or any other use which is not expressly permitted under the Agreements or applicable law, or which otherwise infringes intellectual property rights;
  3. importing or copying any local files that you do not have the legal right to import or copy in this way;
  4. transferring copies of cached Content from an authorized Device to any other Device via any means;
  5. “crawling” or “scraping”, whether manually or by automated means, or otherwise using any automated means (including bots, scrapers, and spiders), to view, access or collect information;
  6. selling, renting, sublicensing, leasing or other monetization except as expressly permitted under the Agreements;
  7. selling a user account or playlist, or otherwise accepting or offering to accept any compensation, financial or otherwise, to influence the name of an account or playlist or the content included on an account or playlist; or
  8. artificially increasing play counts or follow counts, artificially promoting Content, or other manipulation including by (i) using any bot, script or other automated process, (ii) providing or accepting any form of compensation (financial or otherwise), or (iii) any other means;
  9. circumventing any technology used by Wavezz, its licensors, or any third party, including any territorial or other content access restrictions applied by Wavezz or its licensors;
  10. circumventing or blocking advertisements or creating or distributing tools designed to block advertisements;
  11. removing or altering any copyright, trademark, or other intellectual property notices (including for the purpose of disguising or changing any indications of ownership or source);
  12. deleting or altering any part of the Services or Content except as expressly permitted under the Agreements or, in the case of Content made available by another user, with such user’s express consent; or
  13. providing your password to any other person or using any other person’s username and password.

Please respect Wavezz, the owners of the material and content on the Services, and other users of the Services. Don’t engage in any activity, post any User Content, or register or use a username, which is or includes material that:

  1. is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, publicity rights, or proprietary rights of Wavezz or a third party, or would violate any agreement to which you are a party, such as, by way of example and not limitation, an exclusive recording agreement or publishing agreement;
  2. includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
  3. exposes confidential or proprietary information of a third party or personal information about yourself that is not intended to be broadcast to people around the world;
  4. includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Wavezz Service;
  5. impersonates or misrepresents your affiliation with Wavezz (including, for instance, by using Wavezz’s copyrighted content, using the Wavezz logo without permission, or otherwise using Wavezz trademarks in a confusing manner), another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
  6. involves the transmission of unsolicited mass mailings or other forms of spam, junk mail, chain letters, or similar;
  7. unauthorized commercial or sales activities, such as advertising, promotions, contests, sweepstakes, gambling, bookmaking, or pyramid schemes;
  8. unauthorized linking to, referencing, or otherwise promoting commercial products or services, except as expressly authorized by Wavezz;
  9. interferes with or in any way disrupts the Wavezz Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Wavezz Service or Wavezz’s computer systems, network, usage rules, or any of Wavezz security components, authentication measures or any other protection measures applicable to Wavezz’s Service, the Content or any part thereof;
  10. conflicts with Wavezz’s Terms and Conditions of Use or any other terms or policies applicable to your use of any of the Services; or
  11. has been removed from any of our services for a breach of our terms or policies, such as a prohibited track, episode or show. This includes content being created or repurposed to reconstitute or serve the same objective as previously removed Content.

Payments and cancellation

Billing

You may purchase a Paid Subscription directly from Wavezz or through a third party either by:

  • paying a subscription fee plus applicable taxes in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase; or
  • pre-payment giving you access to the Wavezz Service for a specific time period (“Pre-Paid Period“).

Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge.

If you purchase access to a Paid Subscription through a third party, separate terms and conditions with such third party may apply to your use of the Wavezz Service in addition to these Terms. Please contact the third party regarding any refunds or to manage your subscription.

Price and tax changes

Wavezz may from time to time make changes to Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or Codes, and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Wavezz Service after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.

Tax rates are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.

Renewal and Cancellation

With the exception of Paid Subscriptions for a Pre-Paid Period, your payment to Wavezz or the third party through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period. Contact our Customer Support team for instructions on how to cancel. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free version of the Wavezz Service. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.

If you have purchased a Paid Subscription using a Code, your subscription will automatically terminate at the end of the period stated with your Code, or when there is an insufficient pre-paid balance to pay for the Wavezz Service.

Brand accounts

If you establish a Wavezz account on behalf of a company, organization, entity, or brand (a “Brand,” and such account a “Brand Account“), the terms “you” and “your,” as used throughout these Terms (including other Wavezz terms and conditions incorporated by reference herein), apply to both you and the Brand.

If you create a Brand Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms (including any other applicable Wavezz terms and conditions) and to bind the Brand to these Terms.

A Brand may follow users and create and share playlists, provided that the Brand does not take any action that implies an endorsement or commercial relationship between the Brand and the followed user, artist, songwriter, or any other person, unless the Brand has independently obtained the rights to imply such an endorsement. In addition, Brands must be transparent to our users about disclosing any endorsements or consideration provided to artists, songwriters, users, or any other party and must comply with all applicable laws, regulations, and codes of practice when engaging in the foregoing practices.

Export control and sanctions

Wavezz’s products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any U.S. government list of prohibited or restricted parties.

You agree to comply with all applicable export and reexport control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Wavezz under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.

4. Content and Intellectual Property Rights

Feedback

If you provide ideas, suggestions, or other feedback in connection with your use of the Wavezz Service or any Content (“Feedback“), such Feedback is not confidential and may be used by Wavezz without restriction and without payment to you. Feedback is considered a type of User Content under these Terms.

Your Device

You also grant to us the right (1) to allow the Wavezz Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Wavezz Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same.

Content experience

In any part of the Wavezz Service, the Content that you access, including its selection and placement, may be influenced by commercial considerations, including Wavezz’s agreements with third parties.

Some Content licensed by, provided to, created by, or otherwise made available by Wavezz may incorporate advertising or other promotional messages.

Infringement claims

Wavezz respects the rights of intellectual property owners. If you believe that any Content infringes your copyright rights, please contact Wavezz or its parent company Azorak with the following:

  1. A physical or electronic signature of the owner (or person authorised to act on behalf of the owner) of the copyright that is allegedly infringed;
  2. Specific identification of each copyrighted work claimed to have been infringed;
  3. A description of where the material believed to be infringing is located on Wavezz Service or the Wavezz Websites (please be as detailed as possible and provide a URL to help us locate the material you are reporting);
  4. Contact information for the complaining party, such as a complete name, address, telephone number, and email address;
  5. A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorised by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and that the complaining party is the owner of the right that is allegedly infringed, or agent for the owner.

5. Customer Support, Information, Questions, and Complaints.

Customer support, information, questions, complaints

For customer support with account- and payment-related questions (“Customer Support Queries“), please use Customer Support resources listed on our website.

If you have any questions concerning the Wavezz Service or these Terms (including any additional Wavezz terms and conditions incorporated herein), please contact Wavezz Customer Service.

6. Problems and Disputes

Suspending and terminating the Wavezz Service

These Terms will continue to apply to you until terminated by either you or Wavezz. Wavezz may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the Wavezz Service at any time if we believe you have breached any of these Terms, if we stop providing the Wavezz Service or any material component thereof, or as we believe necessary to comply with applicable law. If you or Wavezz terminate these Terms, or if Wavezz suspends your access to the Wavezz Service, you agree that Wavezz shall have no liability or responsibility to you, and (except as expressly provided in these Terms) Wavezz will not refund any amounts that you have already paid. You may terminate these Terms at any time, in which case you may not continue accessing or using the Wavezz Service. To learn how to terminate your Wavezz account, please use the Customer Support resources on our website.

The following sections shall survive termination: Sections 2 (The Wavezz Service Provided by Us), 3 (Your Use of the Wavezz Service) (except as set forth therein), 4 (Content and Intellectual Property Rights), 6 (Problems and Disputes), 7 (About These Terms), as well as any other sections of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.

Warranty disclaimers

THE WAVEZZ SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FURTHER, WAVEZZ AND ALL OWNERS OF THE CONTENT DISCLAIM ANY EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE CONTENT, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER WAVEZZ NOR ANY OWNER OF CONTENT WARRANTS THAT THE WAVEZZ SERVICE OR CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, WAVEZZ MAKES NO REPRESENTATION REGARDING, NOR DOES IT WARRANT OR ASSUME ANY RESPONSIBILITY FOR, ANY THIRD-PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE WAVEZZ SERVICE OR ANY HYPERLINKED WEBSITE, AND WAVEZZ IS NOT RESPONSIBLE FOR ANY TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM WAVEZZ SHALL CREATE ANY WARRANTY ON BEHALF OF WAVEZZ. WHILE USING THE WAVEZZ SERVICE, YOU MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the exclusion and limitations in this section may not apply to you.

Limitation of liability and time for filing a claim

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE WAVEZZ SERVICE IS TO UNINSTALL ANY WAVEZZ SOFTWARE AND TO STOP USING THE WAVEZZ SERVICE. YOU AGREE THAT WAVEZZ HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE WAVEZZ SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO WAVEZZ, FOR ANY PROBLEMS OR DISSATISFACTION WITH ANY THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL OR STOP USING SUCH THIRD-PARTY APPLICATIONS.

IN NO EVENT WILL WAVEZZ, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WAVEZZ SERVICE, DEVICES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER WAVEZZ HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WAVEZZ SERVICE, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT MORE THAN THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO WAVEZZ DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM; OR $30.00.

For clarification, these Terms do not limit Wavezz’s liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation.

ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION OR FILING AN INDIVIDUAL ACTION UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

Third party rights

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this section, these Terms are not intended to grant rights to anyone except you and Wavezz, and in no event shall these Terms create any third-party beneficiary rights.

If you have downloaded any of our mobile software applications (each, an “App“) from the Apple Inc. (“Apple“) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between you and Wavezz only, not with Apple, and Apple is not responsible for the Wavezz Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Wavezz Service. In the event of any failure of the Wavezz Service to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Wavezz Service. Apple is not responsible for addressing any claims by you or any third party relating to the Wavezz Service or your possession or use of the Wavezz Service, including: (1) product liability claims; (2) any claim that the Wavezz Service fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; and (4) claims with respect to intellectual property infringement. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Wavezz Service or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Wavezz Service. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

Indemnification

You agree to indemnify and hold Wavezz and/or Azorak harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of any of these Terms (including any additional Wavezz terms and conditions incorporated herein); (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Wavezz Service; and (4) your violation of any law or the rights of a third party.

Governing law, mandatory arbitration and venue

Governing law and jurisdiction

Any action at law or suit in equity, or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts of the State of Montana. This Agreement shall be governed by the laws of the State of Montana, both as to interpretation and performance. In the event of litigation concerning the terms of this Agreement, venue shall be in the 18th Judicial District in Montana’s Gallatin County.

ARBITRATION AGREEMENT

This Arbitration Agreement section sets forth the terms and conditions pursuant to which disputes, claims and controversies between you and Wavezz will be resolved through arbitration (“Arbitration Agreement”).

Dispute resolution and arbitration

You and Wavezz agree that any dispute, claim, or controversy between you and Wavezz arising in connection with or relating in any way to these Terms or to your relationship with Wavezz as a user of the Wavezz Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory binding individual (not class) arbitration. You and Wavezz further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees and costs only where allowable under applicable law), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.

Exceptions

You and Wavezz both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual action (1) in a U.S. small claims court or (2) in a court of law, in accordance with the jurisdiction and venue described in the Dispute Resolution and Arbitration section above, seeking (a) only temporary or preliminary individualized injunctive relief, pending a final ruling from the arbitrator or (b) public injunctive relief, pending a ruling on the substance of such claim from the arbitrator. In addition, this Arbitration Agreement doesn’t stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

No class Or representative proceedings; class action waiver

YOU AND WAVEZZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Wavezz agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

Arbitration rules

Either you or we may start arbitration proceedings. Any arbitration between you and Wavezz will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA“) then in force (the “AAA Rules“), as modified by this Arbitration Agreement. You and Wavezz agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.

Any arbitration hearings will be conducted by phone or videoconference to the extent possible, but if the arbitrator determines that a hearing should be conducted in person, the locale for such hearing shall be determined by the arbitrator in accordance with the AAA Rules.

Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

Notice; process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by electronic mail to admin@wavezz.io. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand“). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Wavezz may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Wavezz shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

Enforceability

If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in the ‘Governing law and jurisdiction’ section above shall govern with respect to any aspect of any dispute, claim or controversy that, as a result of such invalidation, is no longer governed by this Arbitration Agreement.

7. About These Terms

Under applicable law, you may have certain rights that can’t be limited by a contract. These Terms are in no way intended to restrict those rights.

Changes

We may make changes to these Terms (including any additional Wavezz terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable Wavezz Service. Any such changes will not apply to any dispute between you and us arising prior to the date on which the Terms were changed. Your use of the Wavezz Service following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using the Wavezz Service under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.

Entire agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and Wavezz, these Terms constitute all the terms and conditions agreed upon between you and Wavezz and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

Severability and waiver

Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Wavezz or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive Wavezz’s, Azorak’s, or the applicable third-party beneficiary’s right to do so.

Assignment

Wavezz may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.