Grant of License
Wave Evolution, directly or through an affiliate, agrees to provide to Licensee the products and/or services set forth in the Services. The Services may include database information, access to and/or use of software or other technology, or other services including premium support. Wave Evolution will make the Services available to the Licensee via password-protected online access accessible by Licensee with usernames and passwords, or as otherwise mutually agreed by the parties. Subject to the terms and conditions herein, Wave Evolution grants to Licensee a non-exclusive, non-transferrable license to access and use the Services in accordance with this Agreement and during the Term of this Agreement.
Restrictions
Except as expressly permitted in this Agreement, you shall not, and shall not permit any third party to: (i) copy, reverse engineer, reverse assemble, or otherwise attempt to discover the source code of all or any portion of the Product; (ii) reproduce, modify, translate or create derivative works of all or any portion of the Product; (iii) assist any third party to gain access, license, sublicense, resell distribute, assign, transfer or use the Product; (iv) remove or destroy any proprietary notices contained on or in the Product or any copies thereof; or (v) publish or disclose the results of any benchmarking of the Products, or use such results for your own competing services development activities, without the prior written permission of Wave Evolution.
Data Provisions
Except as expressly permitted in this Agreement, you shall not, and shall not permit any third party to: (i) print, download, export, or make copies of Data that is made available to you through the Services; or (ii) use the Product, Services, or Data, in whole or in part, to advertise, sell, or exchange any products or services related to illegal or illicit activities. Upon the expiration or earlier termination of this Agreement, your rights to the Data shall terminate, you shall cease use of the Data, and you shall, within seven (7) days of the date of expiration or earlier termination, destroy all Data that is stored on your information technology systems or that is otherwise within your possession or control and will confirm in writing that you have complied with these obligations.
Account and Password
In order to fully use the Services, you must register and create an account. Creating your account can be done by providing specific details (e.g. full name; email address; etc.) through the Site. You agree to keep your account credential secret and secure. You also agree to inform us immediately of any unauthorized use of your account. By accepting the Terms, you declare that you are responsible for all activities taken under your account. Once you create an account, you will automatically join our mailing list. You can choose to remove your email address from that mailing list by choosing the “unsubscribe” link at the bottom of any email communication we send to you. We may cancel your access to the Services and terminate your account, at our sole consideration, at any time and for any reason, with or without notice to you. Upon any termination, discontinuation or cancellation of Services or your account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, licenses and ownership provisions, warranty disclaimers, limitations of liability, indemnity, and dispute resolution provisions.
Changes
We reserve the right to modify, change to, suspend or discontinue, temporarily or permanently the Solution, Services or any portion of which (the “Changes”) with or without notice with no liability, at any time and for any reason, including without limitation any Changes which may be done automatically for the purpose of improving, enhancing or de-bugging versions of the Solution or other aspects of the Services. We might notify you of any material change via the Site or Services (including without limitation by sending you an email notification) by any other form prior to those material changes becoming effective. Otherwise, any other, non-material change, will be effective upon the “last updated” date stated at the top of these Terms. Your continued use of the Solution or Services, following any such revisions, constitutes your complete and irrevocable acceptance of such Changes. If you do not agree with the new/modified Terms, your sole remedy is to discontinue using the Solution and the Services and cancel your registration.
Intellectual Property Rights
All rights, title and interest in and to the Product and any improved, updated, modified or additional parts thereof, shall at all times remain the property of Wave Evolution. Nothing herein shall give or be deemed to give you any right, title or interest in or to the same except as expressly provided in this Agreement. Wave Evolution reserves all rights not expressly granted herein. You agree to make reasonable efforts to provide Wave Evolution with oral feedback and/or written feedback related to your use of the Product, including, but not limited to, a report of any errors which you discover in the Services or related documentation. Such reports, and any other materials, information, ideas, concepts, feedback and know-how provided by you to Wave Evolution concerning the Product and any information reported automatically through the Product to Wave Evolution (“Feedback”) will be the property of Wave Evolution. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to Wave Evolution and agree to assist Wave Evolution, at Wave Evolution’s expense, in perfecting and enforcing such rights
Confidentiality
Each party may have access to certain non-public proprietary, confidential information or data of the other party regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information“). For clarification, the fact that the parties entered into this Agreement, and the contents of this Agreement, shall be deemed Confidential Information. Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to the disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; or (iv) the receiving party can demonstrate in its records to have independently developed, without breach of Agreement or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, officers, employees, advisors, or consultants (collectively, the “Representatives“) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under the Agreement; and (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information, then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief.
Representations and Warranties
Each party represents and warrants that: (1) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; and (2) it has the requisite power and authority to enter this Agreement and entering and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound. Licensee represents and warrants, and covenants that it will not, in connection with this Agreement, including its use of or access to the Services, engage in, encourage, or permit conduct that violates or would violate any applicable law, rule, or regulation or any right of any third party
Indemnification
Licensee agrees to defend, indemnify and hold harmless Wave Evolution, its directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Licensee’s use of and access to the Services; (ii) Licensee’s violation of any term of these Terms; (iii) Licensee’s violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Licensee’s acts or omissions caused damage to a third party. Under no circumstances whatsoever will Wave Evolution be liable in any way for any actions made with the Data by the Licensee, its employees, agents, partners, service providers sub-processors, or any other third party.
Disclaimer of Warranties
Wave Evolution provides the solution and the Data to licensee, on an “as is” basis, without warranties of any kind, whether express or implied, including the warranty of title, merchantability, non-infringement, and fitness for a particular purpose or accuracy. Notwithstanding anything to the contrary herein, Wave Evolution does not warrant that the solution, the Data, or any services related thereto will be delivered or performed error-free or without interruption. Most of the information it provides is not created directly by Wave Evolution, but is retrieved from the web or from the contribution of relevant data from other users and business partners, and as such, Wave Evolution and its content providers shall not have any legal liability or responsibility for the accuracy or completeness of any data provided through use of the solution. Licensee assumes all responsibility and risk for licensee’s use of the solution and the data.
Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Site; (ii) we and our team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month. For the avoidance of doubt, in no instance will we or our team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
Fees & Taxes
The use of certain Wave Evolution Services may be subject to payment of particular fees (“Fee(s)”), as determined by Wave Evolution in its sole discretion (“Paid Services”). Wave Evolution will provide notice of such Fees then in effect in relation to such Services. Unless stated otherwise in the Purchase Order, any consideration fee for the Service shall be due and payable in advance and shall be paid by credit card or bank transfer in accordance with the instructions. If no payment schedule is specified for any subscription fees under PO, the entire amount shall be payable within 30 days following activation of the Service.
Wave Evolution reserves the right to change its Fees at any time, upon notice to you if such change may affect your existing subscriptions. If you received a discount or other promotional offer, Wave Evolution shall have the right to automatically and without notice renew your subscription to such Wave Evolution Service(s) at the full applicable Fee.
To the extent permitted by law (and unless specified otherwise by Wave Evolution in writing), all Fees are exclusive of all taxes (including value-added tax, sales tax, goods and services tax, etc.), levies, or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Wave Evolution Services, or to any payments or purchases made by you. If Wave Evolution is obligated to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees, or fees due to banks or credit card companies). Wave Evolution is not responsible for any such additional fees or costs.
Wave Evolution may suspend or discontinue Licensee’s access to the Solution in case of failure to pay the Fee on the date due. Any amounts payable to Wave Evolution by Licensee that remain unpaid after the due date shall be subject to a late charge equal to 1.5% of the invoice amount per month from the due date until such amount is paid. Licensee shall pay all collection fees, including legal expenses, with respect to the collection of late payments. All payments under this Agreement are non-refundable.
Your use of the Wave Evolution Services will not resume until you re-subscribe for any such Wave Evolution Services, and pay any applicable Fees in full, including any fees and expenses incurred by Wave Evolution and/or any Third Party Services for each Chargeback received (including Fees for Wave Evolution Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor). We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the user responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter.
Refunds
We’ll give you a refund for a prorated portion of any prepaid amounts for the Service (including a Monthly Plan) or reimburse you for unused Pay As You Go Credits if we stop providing the Service and terminate your account without cause. You won’t be entitled to a refund or credit from us under any other circumstances. We may, at our sole discretion, offer a refund, discount or credit.
Billing Changes
We may change any of our fees, including our charges for Monthly Plans and Pay As You Go credits, at any time by posting a new pricing structure to our Site or in your account and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.
Subscription Renewals
In order to ensure that you do not experience any interruption or loss of services, certain Paid Services include an automatic renewal option by default, according to which, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the first period) (“Renewing Paid Services”). For example, if the original subscription period for a Service is one year, each of its renewal periods (where applicable) will be for one year. Accordingly, where applicable, Wave Evolution will attempt to automatically charge you the applicable Fees using the same means of payment, within up to two (2) weeks before such renewal period commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel your user account, without further notice. If your Renewing Paid Service is subject to a yearly or multiple-year subscription period, Wave Evolution will endeavor to provide you notice prior to the renewal of such Paid Service at least thirty (30) days in advance of the renewal date.
Term and Termination
This Agreement commences on the date of Fee payment by the Licensee, unless agreed otherwise in the applicable Purchase Order, shall continue in effect for the subscription period (the “Initial Term”) and for any successive subscription periods (each, a “Renewal Term”), (the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”).
You may request to terminate this Agreement (and the Services) at any time, in accordance with the instructions available on the Wave Evolution Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Wave Evolution Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period.
Notwithstanding anything to the contrary in the foregoing, with respect to subscriptions to Renewing Paid Services, such subscription will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least fourteen (14) days prior to the expiration of the then-current service period
Wave Evolution may terminate this Agreement by giving written notice to Licensee if: (i) the Licensee materially breaches this Agreement and fails to cure the breach within seven days after being given written notice thereof; or (ii) the Licensee is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination or expiration of this Agreement for any reason whatsoever, Licensee will (i) immediately cease use of the Solution; and (ii) all payments will be accelerated and become due and payable.
In addition, upon the termination of this Agreement by Wave Evolution for cause due to Licensee’s breach of the Agreement, Licensee shall: (i) immediately provide Wave Evolution a complete list of all third parties to which Licensee disclosed the Data; and (ii) irrevocably delete, and cause any third party that the Licensee has provided any Data to delete any and all Data, except for Data that was already known to Licensee or that was already in Licensee’s possession prior to obtaining it through the use of the Solution. Licensee will provide Wave Evolution with a notice, signed by an officer of the Licensee, confirming that Licensee complied with the provisions of this paragraph.
Governing Law
This Agreement shall be governed and construed in accordance with the laws of Singapore and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore.
Force Majeure
Neither Wave Evolution nor any of its affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war or third-party internet service providers.
Entire Agreement
This Agreement constitutes the entire Agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written.
