TERMS OF USE AND LICENSE AGREEMENT

Last updated on February 23, 2023

1. License and Use.

a. License Grant. Subject to the terms and conditions of this Agreement, WAVF grants to You a limited, personal, nonexclusive, nonsublicensable, nontransferable, nonassignable, and revocable license to access and use the WAVF Services, including the content made available therein (“Content”), only in the manner presented by WAVF and only for Your internal business purposes, and, in any event, in accordance with all related documentation or restrictions posted on the WAVF Services. Alteration of the Website, the WAVF Services or the Content in any manner, or use for any other purpose, is explicitly prohibited. The license granted in this Section 1(a) is a single-user license and is not a site license. Any additional users must separately agree to the terms of this Agreement.

b. Registration Details. To access the Website or the WAVF Services, as well as associated resources, You may be asked to provide certain registration details or other information. You represent and warrant that (i) all of the information You provide to or through the Website or the WAVF Services will be correct, current, complete and not misleading, and (ii) you will maintain and update your information to keep it accurate, current and complete. If WAVF believes the information You provide is incorrect, not current, incomplete or misleading, WAVF may suspend or terminate this Agreement and Your access to the Website, the WAVF Services or the Content at any time.

c. License Restrictions. You may only use the Website, the WAVF Services and the Content pursuant to this Agreement and the applicable specifications and documentation. You warrant that You will not use the Website, the WAVF Services or the Content for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not (and may not authorize any party to) (i) co-brand, frame or redistribute the Website, the WAVF Services or the Content; (ii) translate, adapt, reverse engineer, decompile, disassemble, or otherwise modify the Website, the WAVF Services or the Content other than as expressly permitted by law (in which case the end results of such activities shall be the Confidential Information and Intellectual Property of WAVF, and You hereby assign all right, title and interest therein to WAVF); (iii) incorporate the Website, the WAVF Services or the Content (in whole or in part) in any other product, or create derivative works based thereon; (iv) use the Website, the WAVF Services or the Content to provide any facility management, time sharing, service bureau, application hosting, application service provider (ASP), or other similar services, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Website, the WAVF Services or the Content; (v) rent, lease, sell, license or sublicense the Website, the WAVF Services or the Content to a third party; or (vi) duplicate the Website, the WAVF Services or the Content without the express prior written permission of an authorized representative of WAVF. As used herein, “co-brand” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Website, the WAVF Services or Content accessible within the Website or the WAVF Services. You agree to cooperate with WAVF in causing any unauthorized co-branding, framing or linking immediately to cease. In addition, You may not use the Website or the WAVF Services in any manner which could disable, overburden, damage, or impair the Website or the WAVF Services or interfere with any other party’s use of the Website or the WAVF Services. You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Website or the WAVF Services.

d. WAVF reserves the right to restrict the advertising, promotion, sampling, and/or sale of products that are regulated by federal, state, local, or foreign laws or regulations (including, without limitation, medical and adult-use CBD, marijuana, and hemp products), or products related thereto, on, at, or in connection with the WAVF Services, including at any WAVF program. In the event that state and local laws, convention center policies, and/or WAVF policies do not permit these products, exhibitors may include product information on display and printed materials within their contracted booth space or designated Website pages. Exhibitors and attendees found to be in violation may face removal from the WAVF Services and/or ejection from any WAVF event without refund, forfeit the opportunity for future participation, and/or face legal action as deemed appropriate.

2. Use of Communications Services.

a. User Conduct. The Website and the WAVF Services may contain forums, bulletin board services, virtual meeting tools, technologies, and solutions, chat areas, message boards, news groups, communities, personal web pages, calendars, and other message or communication facilities designed to allow You to communicate with the Internet community or with a group (collectively, “Communications Services”). You are solely responsible for all content that you upload, post, email, send, transmit, submit, display, stream, publish, provide, broadcast, or otherwise disseminate using, or in connection with, the Communications Services, or that you contribute in any manner to the WAVF Services. You agree to use the Communication Services only to post, send and receive messages and content that are proper and related to the particular Communication Service.

Among other actions, when using the WAVF Services (including any Communication Service), You affirm, represent, and warrant that You will not post, send, submit, display, stream, upload, publish, provide, broadcast, disseminate, or transmit in connection with the Website or the WAVF Services any material that, nor will you act in any manner that:

(i) You do not have the right to post, display, or distribute, including proprietary material of any third party, such as files containing software, copyrighted content, or other third party material protected by intellectual property laws or by rights of privacy or publicity, as well as personal information relating to any person other than yourself;

(ii) violates or may violate any law or regulation, advocates illegal activity or discusses an intent to commit an illegal act;

(iii) does not pertain directly to the Website or the WAVF Services;

(iv) threatens or abuses others, libels, defames, invades privacy, stalks, or is obscene, pornographic, vulgar, indecent, racist, abusive, harassing, threatening or offensive;

(v) seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(vi) harvests or otherwise collects information about others, including names, e-mail addresses, other contact information, location information, and IP addresses, without their consent;

(vii) engages in data mining or similar data gathering or extraction activities or retrieve data or other content from the WAVF Services for purposes of creating or compiling that content for any purpose other than your authorized use of the WAVF Services as permitted by this Agreement;

(viii) accessing, using, or copying any portion of the WAVF Services, including any Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms;

(ix) impersonates or misrepresents Your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;

(x) falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded;

(xi) creating a false identity, hiding your true identity, or impersonating or representing any person other than yourself;

(xii) advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, or soliciting goods or services) except as may be specifically authorized on the Website or the WAVF Services;

(xiii) solicits funds, advertisers or sponsors;

(xiv) includes programs or routines that contain or consist of viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or any other computer code, files or programs that are harmful or are designed to interrupt, destroy or limit the functionality of, or disable or interfere with, any computer software, hardware or network;

(xv) disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects or may reasonably affect the ability of other people to engage in real time activities via the Website or the WAVF Services;

(xvi) includes MP3 format files;

(xvii) amounts to a “pyramid” or other like scheme, or consists of contests, chain letters, or surveys;

(xviii) disobeys any policy or regulations, including any code of conduct or other guidelines, established from time to time regarding use of the Website or the WAVF Services or any networks related to the Website or the WAVF Services; or

(xix) contains links to other websites, software, or services containing content that falls within the descriptions set forth above.

b. Right to Monitor. WAVF reserves the right, but shall not be obligated, to monitor use of the Website and the WAVF Services (including, without limitation, to observe virtual meetings in real time and otherwise access the Communications Services) to determine compliance with this Agreement, to resolve issues, and to evaluate the user experience, as well as the right to remove or refuse any information for any reason. Materials uploaded to or transmitted or provided through or in connection with a Communication Service may be subject to limits on use, reproduction or dissemination and You are responsible for abiding by such limitations with respect to Your Submissions, including any downloaded materials.

c. WAVF cannot and does not assure that other users are or will be complying with the foregoing code of user conduct for the communication services or any other provisions of this agreement, and, as between you and WAVF, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

d. If you know or suspect that any of the Content or materials on the WAVF Services have been used or copied in a way that constitutes copyright infringement, please sent notice to WAVF’s designated agent identified below. According to the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3), your notice must comply with the following requirements:

  • A physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit WAVF to locate the material;
  • Information reasonably sufficient to permit WAVF to contact you, such as address, telephone number, and, if available, an electronic mail address at which you may be contacted;
  • A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owners, its agent or the law; and
  • A statement that the information in the notification is accurate and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The designated agent for notice of copyright infringement claims may be reached as follows:

Address: 19F Guohua Financial Center, Ningbo, China
Email: sales@wavf.com
Phone: +86-18351231350

3. Taxes; Audit.

a. Taxes. You are responsible for and shall pay any federal, state, local or foreign sales, use, or other taxes (excluding only taxes based on WAVF’s net income), assessments, or other governmental fees or charges relating to or arising out of this Agreement (collectively, “Taxes”). If WAVF is assessed and/or required to pay any such Taxes on Your behalf, You shall promptly reimburse WAVF for such payments.

b. Audit. You agree to make and to maintain, until the expiration of three (3) years after the expiration or termination of this Agreement, complete books, records and accounts regarding this Agreement, Your performance hereunder and Your use of the Content. WAVF shall have the right not more than once every six months and on at least ten days’ notice to examine such books, records and accounts during Your normal business hours to verify Your compliance with this Agreement. You agree to remedy immediately any non-compliance with this Agreement disclosed by WAVF’s examination.

4. Term; Termination and Suspension.

a. Term. This Agreement is effective and will remain in full force and effect so long as You continue to access or use the WAVF Services, the Website, or the Content (the “Term”). Your access to the certain WAVF Services may be limited to a period time as specified at the time of registration.

b. Termination or Suspension of Access. WAVF reserves the right, in its sole discretion and for any reason, to terminate or suspend Your access to or use of the Website, the WAVF Services and the Content, or any portion thereof, at any time and without notice or liability. Upon such termination or suspension, You must immediately (i) discontinue the use of the Website and the WAVF Services, and (ii) destroy any copies You have made of any portion of the Content. You acknowledge that You are aware that your access to the Website, the WAVF Services and the Content may be terminated or suspended at any time, and that You alone (and not WAVF) bear all responsibility for backing up any and all of Your data. You understand that, after any termination your use of the WAVF Services or of this Agreement, any Submissions you have provided may remain in our systems and may continue to be used by other users of the WAVF Services, as applicable.

c. Survival. Sections 1(c), 2-14 shall survive any expiration or termination of this Agreement.

5. Confidentiality.

a. Definition. “Confidential Information” means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, pricing, customer lists, reports, contract terms, software, developments, inventions, processes, designs, drawings, engineering, hardware or software configuration information or user interfaces, marketing, organization, business or finances of or relating to either party to this Agreement or any third party, or any information obtained in confidence or in trust from a third party. Confidential Information of WAVF shall also include, without limitation, the WAVF Services (including any associated software or user interface) and any information which You know or should reasonably understand to be confidential. Confidential Information of WAVF does not include information, technical data or know-how which (i) is already in Your possession without obligations of confidentiality at the time of its disclosure by WAVF; (ii) is or becomes part of the public knowledge without breach of confidentiality obligations; or (iii) is approved by WAVF, in writing, for public release.

b. Confidentiality Obligations. Except as expressly set forth in this Agreement, You will not use in any way for Your own account or the account of any third party, nor disclose to any third party, any Confidential Information of WAVF. You shall at all times maintain such Confidential Information of WAVF in confidence in the same manner and to the same extent as You protect Your own most confidential information (which shall in no event be less than a reasonable degree of care). Upon the termination of this Agreement, You shall promptly return to WAVF or delete all copies of any Confidential Information of WAVF in Your possession.

c. Feedback. You may from time to time provide suggestions, comments or other feedback to WAVF regarding WAVF’s current or future products and services, including the Website, the WAVF Services and the Content (collectively, “Feedback”). You agree that such Feedback, even if designated as confidential by You, shall not create any confidentiality obligation hereunder for or upon WAVF or its suppliers. Except as otherwise provided herein or in a separate subsequent written agreement signed by authorized representatives of the parties, You agree that WAVF shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit any and all Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property or otherwise. You warrant that You have all rights necessary to disclose to WAVF any Feedback that You so disclose, and You shall not provide any Confidential Information of any third party to WAVF unless authorized to do so.

6. Disclaimer Of Warranties.

Your use of the website, the WAVF services, the content, and any product promoted, advertised, or sold on or through the website or the WAVF services (a “product”) is at your own risk. the website, the WAVF services, and the content (including without limitation any content regarding any product(s)) are provided “as is” and “as available” and without warranties of any kind, whether expressed, implied, or otherwise.WAVF disclaims all warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, as well as any arising by operation of law or from a course of dealing or usage in trade, and no warranties are made relating to the website, the WAVF services, the content or any product(s). wavf has no responsibility for the timeliness, deletion, misdelivery, or failure to store any submission or user communication.

WAVF does not represent or warrant that the functions or content contained in the website or the WAVF services will be uninterrupted, accurate, or error-free, that defects will be corrected, or that the website or the WAVF services or the servers that make them available are free of viruses or other harmful components. WAVF does not warrant or make any representation regarding use, inability to use, or the result of use, of the website, the wavf services or the content in terms of accuracy, reliability, or otherwise. the content may include technical inaccuracies or typographical errors.

you acknowledge and agree that the WAVF services and access thereto may be subject to limitations, delays, and other problems inherent in the use of the internet (including your internet connection), wireless networks, telecommunications, computer equipment, and electronic communications. WAVF is not responsible for any delays, inaccuracies, delivery failures, or other failures or damage resulting from those problems or any other problems outside of WAVF’s reasonable and direct control, including without limitation telecommunications services, the internet, your internet connection, wireless networks, computer equipment, and any third-party software or services.

WAVF does not supply any devices, hardware, or equipment used in connection with the WAVF services (including the communications services) and thus WAVF does not and cannot provide any warranties, representations, or guarantees with respect to the compatibility, interoperability, quality, or usability of any devices, hardware, or equipment used in connection with the WAVF services.

you, and not WAVF, assume the entire cost of all necessary servicing, repair, or correction in the event of any loss or damage arising from the use of the website, the WAVF services, or the content. WAVF further makes no warranties as to the accuracy of any WAVF services or content accessed from any WAVF website, third-party websites, or otherwise obtained by you.

7. Limitation Of Liability.

WAVF and its affiliates, licensors, service providers, content providers, employees, contractors, agents, officers, and directors will not be liable for any incidental, direct, indirect, punitive, actual, consequential, general, special, exemplary, or other damages, including loss of revenue or income, loss of data, pain and suffering, emotional distress, or any other damages, even if WAVF has been advised of the possibility of such damages. WAVF does not assume any liability or responsibility for the completeness, accuracy, or usefulness of any of the content provided on the website or the wavf services. in no event will the collective liability of wavf and its affiliates, licensors, service providers, content providers, employees, contractors, agents, officers, and directors to any party (regardless of the form of action, whether in contract, tort (including negligence), or otherwise) exceed the greater of $100 or the amount you have already paid to wavf for the applicable website or the applicable wavf services out of which liability arose in the 12 months preceding the events giving rise to such damages. some states do not allow limitation or exclusion of liability for consequential, incidental, or other damages, and in such cases wavf’s liability shall be limited to the maximum extent allowed by law.

8. Third-Party Links.

The Website or the WAVF Services may contain links to, or be linked to, third-party websites and services which are not maintained by, or related to, WAVF. Links to such websites and services are provided as a service to users and are not sponsored by or affiliated with the Website, the WAVF Services or WAVF. WAVF has not reviewed such websites or services and is not responsible for the content of those websites or services. WAVF is not responsible for webcasting or any other form of transmission received from any linked website or service. Links are to be accessed at Your own risk, and WAVF makes no representations or warranties about the content, completeness or accuracy of these links or the websites or services linked to the Website or the WAVF Services. WAVF provides links as a convenience, and the inclusion of any link to a third-party website or service does not imply endorsement by WAVF of that website or any association with its operators.

9. Submissions.

a. Right to Use. You hereby grant to WAVF a royalty-free, perpetual, irrevocable, worldwide, sublicensable, transferrable, assignable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, disclose and otherwise exploit all content, remarks, messages, suggestions, ideas, graphics, or other information communicated to WAVF or other users through the Website or the WAVF Services (collectively, the “Submission”), including audiovisual and other content made available through virtual meetings or other Communication Services; to incorporate any Submission in other works in any form, media, or technology now known or later developed; and to sublicense others to do any of the foregoing. WAVF will not be required to treat any Submission as confidential, may use any Submission in its business (including, without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future WAVF operations. WAVF will treat any personal information that You submit to WAVF through the Website or the WAVF Services in accordance with its Privacy Policy found on the Website. You may also view the Privacy Policy here (Privacy Policy).

b. Your Responsibility for Submissions. You remain solely responsible for the content of Your Submissions. WAVF is not responsible or liable for any Submission. You acknowledge and agree that WAVF and any third party that provides Content to WAVF will not assume or have any liability for any action or inaction by WAVF or such third party with respect to any Submission. WAVF cautions You against giving out any personally identifying information about Yourself or Your children in any Communication Service. WAVF does not control or endorse the content, messages or information found in any Communication Service, nor any Submission, and, consequently, WAVF specifically disclaims any liability with respect to the Communication Services, Submissions, and any actions resulting from Your participation in any Communication Service or access to any Submission. Managers and hosts are not authorized as WAVF spokespersons, and their views do not necessarily reflect those of WAVF. By providing Submissions you represent and warrant that you are the creator or owner of those Submissions or that you otherwise have the full ability and all legal rights, permissions, and consents necessary to provide those Submissions as contemplated by this Agreement. Please keep in mind that Submissions you provide may be made available to other users of the WAVF Services. You must maintain a polite, pleasant, and respectful environment.

c. WAVF reserves the right, but does not have the obligation, to, at any time and for any reason, review, prescreen, monitor, edit, redact, otherwise modify, reorganize, or recategorize Submissions. WAVF also reserves the right, but does not have the obligation, to, at any time and for any reason, delete Submissions from the WAVF Services. WAVF has the right, but not the obligation, to archive, store, monitor, and observe Submissions. WAVF reserves the right to impose limits on WAVF Service features (e.g., the ability to provide Submissions) and to restrict your access to all or parts of the WAVF Services at any time for any reason, including breach of this Agreement. You understand that, even after removal or deletion, Submissions you have provided may remain viewable to and may have been copied or stored by other users of the WAVF Services.

10. Security.

Any passwords used for the Website or the WAVF Services are for individual use only. You will be responsible for the security of Your password (if any). WAVF may monitor Your password and, at its discretion, require You to change it. If You use a password that WAVF considers insecure, WAVF may require the password to be changed or may terminate Your account. You are prohibited from using any services or facilities provided in connection with the Website or the WAVF Services to compromise security or tamper with system resources or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If You become involved in any violation of system security, WAVF reserves the right to release information about You to system administrators at other websites in order to assist them in resolving security incidents. WAVF reserves the right to investigate suspected violations of this Agreement, and to fully cooperate with any law enforcement authorities or court order requesting or directing WAVF to disclose the identity of anyone posting, publishing or otherwise making available any materials that are believed to violate this Agreement or any applicable law. You agree to notify WAVF immediately of any unauthorized use, theft or misappropriation of your account, username, or password. WAVF shall not be liable for any loss that you incur as a result of someone else using your username or password, either with or without your knowledge.

11. Intellectual Property Rights.

a. Ownership. As between you and WAVF, any and all copyright, patent, trademark, service mark and other intellectual property or proprietary rights (“Intellectual Property”) associated with the Website, the WAVF Services or the Content are the sole property of WAVF or its affiliates. Such items are protected by Intellectual Property laws in the Unites States and in other countries. Elements of the Website, the WAVF Services and the Content are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. As between you and WAVF, all custom graphics, icons, logos, and other items that appear on the Website and WAVF Services are trademarks, service marks, or trade dress of WAVF and its affiliates or licensors. Except as expressly provided herein, WAVF does not grant to You any express or implied rights to WAVF’s or any third party’s Intellectual Property. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other Intellectual Property notice or legend appearing on the Website, the WAVF Services or the Content. All rights not expressly granted herein are reserved by WAVF. Any unauthorized use of the Content appearing on this Website or the WAVF Services may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

b. Copyright Notices. All Content of the Website and the WAVF Services are: Copyright ©, All rights reserved.

c. Third Party Software. The WAVF Services and any other software available for access, use, or download via the Website or otherwise obtained from WAVF may contain or be bundled with software licensed to WAVF by third parties (collectively, “Third Party Software”) that is protected by copyright and other Intellectual Property rights of Third Party Software vendors. Use of such Third Party Software is governed by the terms of the license agreement that accompanies or is included with the Third Party Software. If no license agreement accompanies or is included with the Third Party Software, then the terms of this Agreement shall apply to the use of that Third Party Software. In the event of any conflicts between this Agreement and any applicable third party license terms, as to that specific component only, the terms of the applicable third party license agreement shall control.

d. Third Party Services. The use of certain WAVF Services may require Your access to and use of third party websites and other services provided by third parties and not by WAVF (collectively, “Third Party Services”). You may be required to enter into agreements with third parties and pay fees to third parties in connection with the use of such Third Party Services. In the event that You provide or make available to WAVF any third party data (whether obtained via Third Party Services or otherwise), You hereby grant to WAVF a royalty-free, worldwide, sublicensable, transferrable, assignable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, disclose and otherwise exploit all such data in connection with WAVF’s provision of the Website, the WAVF Services and the Content, and You represent and warrant that you possess all rights and licenses necessary to make such grant to WAVF.

12. Indemnification.

You will indemnify, defend and hold WAVF, its affiliates, licensors, content providers, service providers, employees, contractors, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, losses and expenses, including attorneys’ fees, which arise directly or indirectly from, or relate to (a) your breach of this Agreement; (b) your access to or use of the Website, the WAVF Services or the Content; (c) any Submissions or Feedback You provide; (d) your misuse of or reliance on any material, data, or other information (including Content) obtained from the WAVF Services; (e) Your violation of any law or the rights of any third party; (f) your negligence, willful misconduct, or fraud; or (g) Your use of the Third Party Services. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.

13. Miscellaneous.

a. Choice of Law; Dispute Resolution. This Agreement will be governed and interpreted pursuant to the laws of Ohio, United States of America, notwithstanding any principles of conflicts of law, as well as the federal laws of the United States (as applicable). The parties expressly waive and exclude the application of the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods. You consent to, and agree that You are subject to, the jurisdiction of the state and federal courts located in Cleveland, Ohio with respect to any actions for enforcement of or breach of this Agreement. Except in the case where a party is seeking injunctive relief or other equitable relief, the parties shall first attempt, promptly and in good faith, to resolve any disputes arising out of or relating to this Agreement through discussions between themselves at the operational level. In the event a resolution cannot be reached at the operational level, the disputing party shall give the other party written notice of said dispute and such dispute shall be negotiated between senior executives of the parties who have authority to settle the controversy. If the parties fail to resolve said dispute within thirty (30) days of the disputing party’s notice, a party may seek redress as follows. Any controversy or claim arising out of or in connection with this Agreement, or the alleged breach thereof that is not resolved by the foregoing procedure shall be resolved by Arbitration, in accordance with commercial Arbitration Rules of the American Arbitration Association then in effect. A single arbitrator shall be used, and the arbitrator shall have the sole discretion to determine the nature, extent and scope of discovery in the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

b. Severability. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

c. No Joint Venture. You agree that no joint venture, partnership, employment, or agency relationship exists between You and WAVF as a result of this agreement or use of the Website, the WAVF Services or the Content.

d. Amendment; Waiver. The most current version of this Agreement, which supersedes all prior versions, can be reviewed by clicking on the “Terms of Use” link located on the Website. Any changes to this Agreement as posted on the Website shall apply to Your use of the Website, the WAVF Services and the Content after the updated Agreement has been posted on the Website. Any other amendments to the Agreement shall be made in writing signed by both You and WAVF. No waiver by either party of any breach or default by the other party of any of its obligations under this Agreement shall be deemed to be a waiver of any other breach or default of the same or any other nature. Any waiver by WAVF of any breach of default by You must be in writing in order to be valid.

e. Equitable Relief. You hereby acknowledge that unauthorized disclosure or use of the Website, the WAVF Services, the Content or any Confidential Information would cause irreparable harm and significant injury to WAVF that may be difficult to ascertain. Accordingly, You agree that WAVF may seek immediate injunctive relief, without posting a bond or other security, to enforce Your obligations under this Agreement in addition to any other rights and remedies WAVF may have.

f. Entire Agreement. This Agreement, including our Privacy Policy, constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and WAVF with respect to the Website, the WAVF Services and the Content. Your access to or use of certain features or functionality of the WAVF Services may be subject to additional terms, conditions, or policies. All such additional terms, conditions, and policies are incorporated by reference into this Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in arbitration proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement and shall not modify or limit any of the terms thereof.

g. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of such party’s obligations under this Agreement if such delay or failure arises from any cause or causes beyond the reasonable control of such party, including without limitation act of God, accident, earthquake, fire, flood, hurricane, tornado, storm or other weather condition, war, terrorism, epidemic, pandemic, cyberterrorism, hacking, sabotage, riot, civil disorder, act or decree of any governmental body, power or network failure, telecommunications failure, lockout, strike or other labor disturbance, illness, death or any other natural or artificial disaster. In the event of any such failure or delay, the parties shall use commercially reasonable efforts to perform as soon as practicable.

h. Assignment. You shall not assign, sublicense or otherwise transfer this Agreement in whole or in part, whether by way of merger, acquisition of stock or assets, operation of law or otherwise, without WAVF’s prior written approval. Any purported assignment in violation of the foregoing shall be null and void. WAVF may assign, sublicense or otherwise transfer this Agreement in whole or in part, whether by way of merger, acquisition of stock or assets, operation of law or otherwise, without Your prior written approval. This Agreement shall be binding upon and accrue to the benefit of any permitted successors and assigns.

i. Notices. All notices required under this Agreement shall be made in writing, if to WAVF, to Efficient Collaborative Retail Marketing Company, LLC, 27070 Miles Road, Solon, OH 44139, Attn: Chief Financial Officer, and if to You, to the email or mailing address You provide as part of the registration process, and will be deemed to have been duly given upon the attempted delivery by first class mail thereof, sent by registered or certified mail, return receipt requested, postage paid, or upon receipt or refusal of hand delivery.

j. Export Control. You shall comply with all United States and foreign export and import laws, rules, and regulations related to Your use of any WAVF Services outside the United States. You shall be responsible for and shall pay (or reimburse WAVF for) all United States and foreign export and import duties, fees, and other governmental charges, however designated, associated with Your use of any WAVF Services outside the United States. Your failure to comply with this provision is a material breach of this Agreement.

k. Government Use. In the event that the license granted hereunder is pursuant to a contract with either a defense or civilian agency of the United States Government, You agree that the WAVF Services are provided with restricted rights. In such a case, the WAVF Services and the corresponding documentation are “Commercial Items,” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government users (i) only as Commercial Items and (ii) with only those rights as are granted to all other licensees and end users pursuant to this Agreement.

l. Linking to the WAVF Services. If you operate a website and are interested in linking to the Website or any other WAVF Service: (a) the link must be a text-only link unless you request a graphic badge from WAVF, in which case you may use any graphic badge provided by WAVF, and, in any case, the link must be and clearly marked; (b) the link and its use must be in connection with a website of appropriate subject matter; (c) the link and its use must not, nor have the potential to, damage or dilute the goodwill associated with WAVF’s names or trademarks; (d) the link and its use must not create the false appearance that any program, person, or entity is associated with or sponsored by WAVF; and (e) the link, when activated by a user, must display the WAVF Service full-screen and not within a frame or mirror. WAVF reserves the right to revoke consent to link to the WAVF Services at any time in its sole discretion, either by amending this Agreement or through other notice.