These Terms of Service (“Terms”) are the legal rules governing your access to and use of the Wavechat services, including websites, applications, email and other means of communication, APIs, and other services offered by Wavecut, Inc. (referred to here as “Wavechat”) under the Wavechat name (collectively, the “Services”), and any content that is downloaded from, uploaded to, or otherwise appears on the Services, such as samples, text, other audio-visual material, data or any other information (collectively referred to as “Content”). By using the Services you agree to be bound by these Terms. YOU MUST NOT USE THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS.

1. Who May Use the Service

You may use the Services if you are old enough to, and agree to, form a binding contract with Wavechat. You also must be at least 13 years old to use the Services. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.

 

2. Privacy

Your privacy is important to us. Our Privacy Policy can be found at www.wavechat.me/privacy.html describes how we handle the information you provide to us when you use our Services, including data that we collect. You understand that by using the Services you consent to the collection and use of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Wavechat and its subprocessors. The Privacy Policy is part of these Terms.

 

3. Content

Wavechat is a social network for sound and voice clips. We provide a service that brings people together and allows them to share their original, creative expression. Wavechat does not monitor or review Content that is uploaded or downloaded and we do not endorse or take responsibility for such Content. 

You are responsible for anything you do on the Services, including understanding the legality of any Content that you upload, download or use. For example, the law around sound sampling, such as copyright law, can sometimes be complicated and/or ambiguous. You are responsible for knowing and following applicable laws when you use the Services. If you are not sure whether you have the right to upload, download, or use a piece of Content, then don’t do it.

As with any social network, not everyone will like or enjoy all of the Content on Wavechat. Even so, on Wavechat, you’re not allowed to post Content that is harmful, bullying, racist, xenophobic sexist, genderist, ableist, that otherwise belittles people based on immutable characteristics, or that violates applicable laws or such other community standards as Wavechat may maintain from time to time. 

Wavechat reserves the right to remove or block any Content that violates these Terms or applicable laws, including for example, copyright or trademark violations, impersonation, unlawful conduct, or harassment. In some circumstances, Wavechat may suspend or terminate the accounts of violators.

If you believe that any Content infringes your valid copyright, you can contact our designated copyright agent here:

Wavecut, Inc.

Attn: Copyright Agent

2421 16th Street

San Francisco, CA 94103

[email protected]

4. Rights to Content and Data

You will retain your ownership rights in the Content you upload to or record using the Services (“Your Content”). By posting or uploading Your Content on or to the Services, you agree to grant Wavechat an irrevocable, worldwide, non-exclusive, royalty-free license (with the right to sublicense) under all rights that you may have, to use, copy, make derivative works of, modify for format, distribute, publicly display, publicly perform, and make Your Content available in any and all media or distribution methods now known or later developed, solely for the purpose of Wavechat providing, improving, and promoting the Services.

One feature of the Services may include the use of voice recognition software which can automatically create transcripts of Your Content. You acknowledge that the rights you have granted above allow Wavechat to create and store transcripts of Your Content. You should not create or upload any spoken-word Content that you do not want to have stored on the Wavechat service in audio and/or text form, including any personal, sensitive, or non-public information. You acknowledge that Wavechat may log and store Your Content, permanently or temporarily, and that Wavechat does not commit to permanent storage of Your Content. Wavecut does not guarantee that Your Content will be available or accessible after it is recorded.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary from third parties to convey the rights granted above for Your Content. You agree that if Your Content contains material subject to a third party’s copyright or other proprietary rights, that you have the necessary permissions or are otherwise legally entitled to post the material and to grant the licenses described above. 

You are required to create an account to use the Services, which may include a username, email address, or other potentially information that Wavechat deems necessary to provide the Services. You are not required to provide your real name as part of your account. You agree that Wavechat may retain and use such account information as you provide, solely for the purposes of providing the Services.

5. Using the Services

In consideration for Wavechat granting you access to and use of the Services, you agree that Wavechat and its third-party providers and partners may place advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others. You agree not to circumvent, block, or interfere with the systems that deliver and display advertising to you while using the Services. You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use Wavechat’s computer systems, or the technical delivery systems of Wavechat’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise); (iv) use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services. Wavechat reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Wavechat, its users and the public. Wavechat does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.

You will need to create an account to use the Services. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to comply with this.

You can control most communications from the Services. We may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt-out from receiving them. If you added your phone number to your account and you later change or deactivate that phone number, you must update your account information to help prevent us from communicating with anyone who acquires your old number.

Wavechat gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Wavechat, in the manner permitted by these Terms.

The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Wavechat name or any of the Wavechat trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Wavechat and/or its licensors. Any feedback, comments, or suggestions you may provide regarding Wavechat, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

You may deactivate your Wavechat account at any time using the Wavechat user interface on the web or mobile versions of the Services, or by emailing [email protected]. Wavechat may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe that you have violated these Terms or created risk or possible legal exposure for us, that your account should be removed due to prolonged inactivity, or if our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. 

Wavechat may integrate the Services with third party services like Alexa from Amazon. If you choose to integrate your Wavechat account with a third party, you will be asked to review and agree to the terms of such third party. Your use of the third-party service will be governed by the third party’s terms, and not by these Terms.

In any termination or deactivation of your account, these Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 2, 3, 4, 6 and 7. See our Privacy Policy for more information on what happens to your personal information upon deactivation or termination.

6. Disclaimers, Limitations of Liability, and Indemnity

Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WAVECHAT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Wavechat makes no warranty or representation and disclaims all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Wavechat Entities or through the Services, will create any warranty or representation not expressly made herein.

The “Wavechat Parties” refers to Wavechat, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVECHAT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (“WAVECHAT PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, DIRECT OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (iii) ANY CONTENT OBTAINED FROM THE SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE WAVECHAT PARTIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID WAVECHAT, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE WAVECHAT PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

You agree to indemnify, defend and hold harmless the Wavechat Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

7. General

Wavechat may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms, which are at www.wavechat.me/terms.html, will govern our relationship with you. We will try to notify you of material revisions, for example via a service notification or an email to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

The laws of the State of California, excluding its choice of law provisions, will govern these Terms and any dispute that arises between you and Wavechat. All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in San Francisco County, California, United States, and you consent to personal jurisdiction and waive any objection as to inconvenient forum.

In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Wavechat’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

If any portion of these Terms are found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any of these Terms, it will not be considered a waiver. Any amendment to or waiver of these Terms must be made in writing and signed by us.

These Terms make up the entire agreement between you and Wavechat regarding your use of the Services. They supersede any prior agreements.

September 27, 2019

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