Social Wave End-User Terms of Service

Social Wave Ltd. (“Social Wave”, or “us”, “our”, “we”) allows users to receive discounts on various goods through an Internet and mobile based platform upon uploading user content to social media in accordance with these Terms of Service (the “Services” and “Terms” respectively). These Terms govern your access and use of the Services. “You” means a user of the Services.

 

Please read these Terms carefully. You must accept these Terms prior to using the Services. By using the Services, you signify your consent to these Terms, including without limitation our privacy policy, which may be modified by Social Wave in its sole discretion from time to time, and a current copy of which is available at https://swaves.io/privacy-policy (the “Privacy Policy”).

 

Use of Services

 

Social Wave allows you to access and use the Services subject to these Terms. Social Wave may, in its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice. Social Wave also reserves the right to modify its terms with reasonable prior notice.

 

Use of and access to the Services is void where prohibited by law. By using the Services, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you either are 18 years of age or older, or else have the permission of your parents or guardians to use the Services and (d) your use of the Services does not violate any applicable law or regulation or any obligation.

 

Registration

 

We may ask you to choose a username and password in order to create an account (“Account”).  You may also log in using certain social media accounts (such as your Instagram or Facebook account). By registering through such social media account you represent and warrant that such account is yours and you have all right to provide us with the information in such account according to the terms and conditions of the applicable social media account. You agree that you will supply accurate and complete information to us in the creation of your Account and the use of the Site and Services, and that you will update such information promptly after it changes, otherwise we will not be able to complete your order and/or your order might be sent to the wrong address. You shall have all responsibility for any inaccuracies in any information you provide to us, or if you fail to keep such information up-to-date. Please note that you will not have access to the full functionality of the Site and the Services if we do not allow you to open an Account or if you do not provide us with the necessary information.

 

You agree to immediately notify us of any unauthorized use of your account. You are fully and solely responsible for the security of your computer system, mobile device and all activity on your account, even if such activities were not committed by you. Social Wave will not be liable for any losses or damage arising from unauthorized use of the Services, and you agree to indemnify and hold Social Wave harmless for any improper or illegal use of the Services, and any charges and taxes incurred, unless you have notified us via e-mail at contact@swave.media that your account have been compromised. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services.

 

Termination of Account

 

You agree that Social Wave may for any reason, in its sole discretion and without notice, terminate your account, and remove from the Services any User Content (as defined below) associated with your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior, or (iv) behavior that is harmful to other users, including travelers, other users or the business interests of Social Wave. If your account is terminated, you may not rejoin Social Wave again without our express permission.

 

If Social Wave believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Services. You may request termination of your Social Wave account at any time and for any reason by sending an email to contact@swave.media. Any suspension, termination, or cancellation of your account or these Terms shall not affect your obligations to Social Wave and its licensors under these Terms (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

 

Discounts and Cash-Back

 

Social Wave is used by merchants to provide discounts on their products. Such discounts are provided at the sole discretion of the merchant, according to parameters provided by the applicable merchant and calculated by algorithms of Social Wave. Discounts may differ between different users, and you shall have no claim in respect of any specific discount that you receive. You shall not be eligible to receive a discount unless, in the sole discretion of Social Wave, the applicable photograph is tagged according to the instructions provided by Social wave, and include a clear visual presentation of the product purchased, for which you wish to receive a discount.

 

Upon determination of the discount amount, Social Wave shall inform the merchant in which the purchase was made with regards to such amount. The merchant may transfer you the discount amount through your ordinary payment method. If so indicated, the merchant may provide such discount on a real-time basis. However, the discount may not be applied immediately, and Social Wave reserves the right to delay payment of the applicable discount or rebate for up to 30 days.  

 

In order to be eligible to receive the discount, you must strictly comply with all requirements communicated to you by Social Wave in the Terms, on the applicable ecommerce site, or otherwise as Social Wave may communicate to you. These requirements include, but are not limited to: (a) not deleting any post/tweet/review for at least 30 days, (b) not deleting any highlighted story for at least 14 days, (c) not deleting other stories for at least 24 hours and  (d) keeping the applicable social media content/post on top of your feed for at least 5 hours. You must follow all additional instructions provided by Social Wave, including in respect of tagging and timelines.

 

Discounts may be reduced by your use of other specials, discounts and rebates. For example, if you use or apply any other discount, rebate or price reduction, any discounts or rebates provided by Social Wave be reduced by such other discount, rebate or price reduction. For example, if Social Wave provides you with a 30% discount, and you are independently entitled to a 10% discount, the Social Wave discount will be reduced by such 10% and will only be equal to 20%.
 

All discounts are provided by the applicable merchant. All claims regarding the availability and application of discounts should be directed to the applicable merchant. Social Wave has no liability or obligation in respect of the receipt, availability or application of any discount.

 

Intellectual Property

 

Social Wave and its licensors own the Services, including all worldwide intellectual property rights in the Services, and the trademarks, service marks, and logos contained therein.  Except as expressly permitted herein, you may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Services or any User Content (as defined below) appearing in the Services.  You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of Social Wave or any third party.

 

You may not or attempt to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Services; (b) circumvent, disable, or otherwise interfere with security-or access-related features of the Services or features that prevent or restrict use or copying of any User Content; (c) use any robot, spider, Services search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services; (d) harvest, collect or mine information about users of the Services; or (e) use or access another user’s account or password.

 

User Content

 

"User content" means any material that you upload, transfer, post or otherwise make available to Social Wave, including by using the hashtags, and including any textual, graphic, visual or audio content. For clarity, User Content includes any photograph in which you have tagged Social Wave, and which may be made available by Social Wave on its site or mobile application.    Any posted User Content shall not be considered confidential. User Content that you post may be available to the public, and you should have no expectation of privacy in the same, except as pursuant to our Privacy Policy as updated and amended from time to time. SOCIAL WAVE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT.

You are fully and solely responsible for any User Content you submit or post. You agree that you will not act in any way or transmit or post any User Content that: (a) restricts or inhibits use of the Services; (b) solicits another person’s password or other personal information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes (or results in the infringement of) the intellectual property, moral, publicity, or privacy rights of any third party; (e) is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction); or would cause Social Wave to be in violation of any law or regulation, or to infringe any right of any third party; (g) contains falsehoods or misrepresentations that may damage Social Wave or any third party; (h) imposes an unreasonably or disproportionately large load on our infrastructure; or (i) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (i) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iii) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor, (iv) any virus, worm, Trojan horse, or other harmful or disruptive component or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate. It is your obligation to ensure that all User Content complies will applicable law, including any regulations in respect of the disclosure of applicable sponsorships.   

Social Wave may choose at its sole discretion to monitor User Content for inappropriate or illegal behavior, including through automatic means; provided, however, that Social Wave reserves the right to treat User Content as content stored at the direction of users for which Social Wave will not exercise editorial control except when violations are directly brought to Social Wave’s attention.

By posting any User Content, you grant Social Wave and its successors and assigns (the "Licensed Parties"), a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, and publicly perform such User Content on, through or in connection with the Service (including to post such User Content to any websites or other digital properties operated by the Licensed Parties) in any media formats and through any media channels, including without limitation, for commercially promoting the Service. You hereby grant the Licensed Parties the right to use your username, real name, image, likeness, caption, location or other identifying information in connection with any use of your User Content, and subject to our Privacy Policy as updated and amended from time to time.

 

Copyright Infringement

 

Social Wave respects the intellectual property rights of others and expects its users to do the same. Social Wave will remove all infringing User Content if properly notified that it infringes third party intellectual property rights, and may do so at its sole discretion, without prior notice to users at any time.

 

Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is our policy to respond expeditiously to copyright owners who believe material appearing on the Services infringes their rights.  If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. It is Social Wave policy to terminate the account of repeat infringers in appropriate circumstances, taking all facts and circumstances into account. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to our copyright agent: contact@swave.media.

 

Disclaimers & Disclaimer of Warranty

 

Your use of the Services and/or User Content is at your sole discretion and risk. The Services and/or User Content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from Social Wave. SOCIAL WAVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES AND/OR USER CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOCIAL WAVE DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES AND/OR USER CONTENT; OR (II) THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE SERVICES.

 

Social Wave is a platform that allows users to upload, purchase, provide and communicate certain content. Social Wave itself makes no representations and warranties regarding any User Content that users make available through the Services and accepts no liability in respect thereof.  All claims regarding any User Content made available through the Services must be made directly against the uploading User itself. Social Wave does not endorse or recommend any User Content or any specific products or services.

 

You understand that Social Wave is not responsible for the accuracy, usefulness, safety, appropriateness of or infringement by any User Content available on the Services.  Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials that you may be involuntarily exposed to such offensive or obscene materials, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against Social Wave with respect to thereto. It is also possible for others to obtain personal information about you due to your use of the Services, including through any User Content that you make available through your account. Anyone receiving or viewing User Content may use your information (such as your contact details, location or description of materials that are made available) for purposes other than what you intended. We are not responsible for the use of any personal information that you disclose on the Services or through any User Content. By making any information (including your contact details, location or description of materials) available through the Services you acknowledge that you understand and have agreed to such risks. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.

 

No advice or information, whether oral or written, obtained by you from Social Wave, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

 

Limitation of Liability

 

IN NO EVENT SHALL SOCIAL WAVE OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES  OR CONTENT, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SOCIAL WAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL SOCIAL WAVE'S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO SOCIAL WAVE FOR USE OF THE SERVICES. IF YOU HAVE NOT MADE ANY PAYMENTS TO SOCIAL WAVE FOR THE USE OF THE SERVICES, THEN SOCIAL WAVE SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

 

Social Wave does not accept any liability regarding any User Content. All claims regarding User Content must be made directly against the user providing such content.

 

In addition to the foregoing, Social Wave assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User Content. Social Wave is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Services, including any injury or damage to users or to any person's mobile device or computer related to or resulting from participation or downloading materials in connection with the Services. UNDER NO CIRCUMSTANCES SHALL SOCIAL WAVE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICES, FROM ANY USER CONTENT POSTED ON OR THROUGH THE SERVICES, OR FROM THE CONDUCT OF ANY USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE.

 

Indemnification

 

You agree to indemnify, defend, and hold harmless Social Wave and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Services, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Services, including, without limitation, provision of services in connection with the Services shall be in compliance with all applicable laws, regulations and guidelines.

 

Miscellaneous

 

These Terms shall be governed by the law of the State of New York exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Any cause of action against Social Wave must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and Social Wave or authorizes you to act on behalf of Social Wave. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between Social Wave and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the email account or account of any social networking Platform that you provided upon registration.

 

Binding Arbitration

 

You and Social Wave agree that, except as provided below, all disputes, controversies and claims related to these Terms (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail.

Except as otherwise set forth herein, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Social Wave will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) you and Social Wave may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

The arbitration will be conducted in New York, New York unless the parties agree to video, phone and/or internet connection appearances.

You and Social Wave agree that any arbitration shall be limited to the Claim between Social Wave and you individually. YOU AND SOCIAL WAVE AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

You and Social Wave agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or Social Wave’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If Social Wave initiates arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

 

 

 

Last updated: May 2018

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