Terms & Conditions
1. Introduction
Please read these Terms of Use (these "Terms") carefully as they govern your use of (which includes access to) Waves’ personalized services for streaming Waves’ content, including all integration with your selected streaming service of choice. Use of the Waves application is governed by these Terms and applies to all content that is made available through the Waves application (the "Content").
Use of the Waves application may be subject to additional terms and conditions presented by SoundWaves LLC, which are hereby incorporated by this reference into these Terms.
By signing up for, or otherwise using, the Waves application, you agree to these Terms. If you do not agree to these Terms, then you must not use the Waves application or access any Content.
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 6 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
Service Provider
These Terms are between you and SoundWaves LLC.
Age and eligibility requirements
BY USING THE WAVES APPLICATION, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER TO ENTER INTO THESE TERMS, OR, IF YOU ARE NOT, THAT YOU ARE 13 YEARS OR OLDER AND HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THESE TERMS. Additionally, in order to use the Waves application and access any Content, you represent that: you reside in the United States, and any registration and account information that you submit to SoundWaves LLC is true, accurate, and complete, and you agree to keep it that way at all times.
2. The Waves Content Provided by Us
Waves options
We provide numerous Waves options, integrating with multiple third-party streaming platforms. We are not responsible for the products and services provided by such third parties.
Third-Party applications, devices and open source software
The Waves application may be integrated with, or may otherwise interact with, third-party applications, websites, and services ("Third-Party Applications") and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices ("Devices"). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. SoundWaves LLC does not guarantee that Third-Party Applications and Devices will be compatible with the Waves application.
Your choice to use the Waves application and integrate its services and capabilities with a third-party application grant certain rights to those applications. In cases where these third-party applications are music streaming platforms, agreeing to these Terms means you grant the Waves application access to those third-party applications and the ability to make changes to those third-party applications, such as but not limited to: creating playlists, adding songs to such playlists, and adding songs to the broader music library within that third-party platform.
Service limitations and modifications
We use reasonable efforts to keep the Waves application operational and to provide you with a personalized, immersive audio experience. However, our service offerings and their availability may change from time to time, without liability to you; for example:
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The Waves application may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
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We aim to evolve and improve the Waves application constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all or part of the Waves application (including particular functions, features, subscription plans, and promotional offerings);
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SoundWaves LLC has no obligation to provide any specific content through the Waves application, and SoundWaves LLC or the applicable owners may remove particular songs, episodes, and other Content without notice.
3. Your Use of the Waves Application
Creating a Waves account
You may need to create an account with an integrated third-party music streaming platform to use all or part of the Waves application. Your username and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify our team immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.
SoundWaves LLC may reclaim, or require you to change, your username for any reason.
Your rights to use the Waves application
Access to the Waves application
Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you limited, non-exclusive, revocable permission to make personal, non-commercial use of the Waves application and the Content (collectively, "Access"). This Access shall remain in effect unless and until terminated by you or SoundWaves LLC. You agree that you will not redistribute or transfer the Waves application or the Content.
The SoundWaves LLC software applications and the Content are not sold or transferred to you, and SoundWaves LLC and its licensors retain ownership of all copies of the SoundWaves LLC software applications and Content even after installation on your Devices.
SoundWaves LLC’s Proprietary Rights
These Terms do not grant you any rights to use any SoundWaves LLC Features whether for commercial or non-commercial use.
You agree not to use the Waves application, the Content, or any part thereof in any manner not expressly permitted by these Terms.
User guidelines
We've established guidelines for using the Waves application, to make sure the Waves application stays enjoyable for everyone. In using the Waves application, you must comply with all applicable laws, rules, and regulations, and respect the intellectual property, privacy, and other rights of third parties.
Brand accounts
If you establish a Waves application account on behalf of a company, organization, entity, or brand (a "Brand," and such account a "Brand Account"), the terms "you" and "your," as used throughout these Terms (including other SoundWaves LLC terms and conditions incorporated by reference herein), apply to both you and the Brand.
If you create a Brand Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms (including any other applicable SoundWaves LLC terms and conditions) and to bind the Brand to these Terms.
A Brand may subscribe to Waves and interact with Content, provided that the Brand does not take any action that implies an endorsement or commercial relationship between the Brand and an artist, songwriter, or any other person, unless the Brand has independently obtained the rights to imply such an endorsement. In addition, Brands must be transparent to our users about disclosing any endorsements or consideration provided to artists, songwriters, users, or any other party and must comply with all applicable laws, regulations, and codes of practice when engaging in the foregoing practices.
Export control and sanctions
SoundWaves LLC’s products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any U.S. government list of prohibited or restricted parties.
You agree to comply with all applicable export and reexport control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from SoundWaves LLC under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.
4. Content and Intellectual Property Rights
Licenses that you grant to us
Feedback
If you provide ideas, suggestions, or other feedback in connection with your use of the Waves application or any Content ("Feedback"), such Feedback is not confidential and may be used by SoundWaves LLC without restriction and without payment to you. Feedback is considered a type of User Content under these Terms.
Your Device
You also grant to us the right (1) to allow the Waves application to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Waves application, (2) to provide information to you, and (3) to allow our business partners to do the same.
Content experience
In any part of the Waves application, the Content that you access, including its selection and placement, may be influenced by commercial considerations, including SoundWaves LLC’s agreements with third parties.
Some Content licensed by, provided to, created by, or otherwise made available by SoundWaves LLC (e.g., shows) may incorporate promotional messages.
5. Customer Support, Information, Questions, and Complaints.
Customer support, information, questions, complaints
For customer support with account- please use the “Contact Us” button on the Waves application, located in the User Profile tab of the application.
If you have any questions concerning the Waves application or these Terms (including any additional SoundWaves LLC terms and conditions incorporated herein), please contact us by using the “Contact Us” button on the Waves application, located in the User Profile tab of the application.
6. Problems and Disputes
Suspending and terminating the Waves application
These Terms will continue to apply to you until terminated by either you or SoundWaves LLC. SoundWaves LLC may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the Waves application at any time if we believe you have breached any of these Terms, if we stop supporting the Waves application, or any material component thereof, or as we believe necessary to comply with applicable law. If you or SoundWaves LLC terminate these Terms, or if SoundWaves LLC suspends your access to the Waves application, you agree that SoundWaves LLC shall have no liability or responsibility to you. You may terminate these Terms at any time, in which case you may not continue accessing or using the Waves application.
The following sections shall survive termination: Sections 2 (The Waves application Provided by Us), 3 (Your Use of the Waves application) (except as set forth therein), 4 (Content and Intellectual Property Rights), 6 (Problems and Disputes), 7 (About These Terms), as well as any other sections of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.
Warranty disclaimers
THE WAVES APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FURTHER, SOUNDWAVES LLC AND ALL OWNERS OF THE CONTENT DISCLAIM ANY EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE CONTENT, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER SOUNDWAVES LLC NOR ANY OWNER OF CONTENT WARRANTS THAT THE WAVES APPLICATION OR CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, SOUNDWAVES LLC MAKES NO REPRESENTATION REGARDING, NOR DOES IT WARRANT OR ASSUME ANY RESPONSIBILITY FOR, ANY THIRD-PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE WAVES APPLICATION OR ANY HYPERLINKED WEBSITE, AND SOUNDWAVES LLC IS NOT RESPONSIBLE FOR ANY TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM SOUNDWAVES LLC SHALL CREATE ANY WARRANTY ON BEHALF OF SOUNDWAVES LLC. WHILE USING THE WAVES APPLICATION, YOU MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the exclusion and limitations in this section may not apply to you.
Limitation of liability and time for filing a claim
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE WAVES APPLICATION IS TO UNINSTALL ANY SOUNDWAVES LLC SOFTWARE AND TO STOP USING THE WAVES APPLICATION. YOU AGREE THAT SOUNDWAVES LLC HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE WAVES APPLICATION, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO SOUNDWAVES LLC, FOR ANY PROBLEMS OR DISSATISFACTION WITH ANY THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL OR STOP USING SUCH THIRD-PARTY APPLICATIONS.
IN NO EVENT WILL SOUNDWAVES LLC, ITS OFFICERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WAVES APPLICATION, DEVICES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER SOUNDWAVES LLC HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WAVES APPLICATION, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT MORE THAN $100.00.
For clarification, these Terms do not limit SoundWaves LLC’s liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation.
ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION OR FILING AN INDIVIDUAL ACTION UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) MONTH AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
Third party rights
If you have downloaded any of our mobile software applications (each, an "App") from the Apple Inc. ("Apple") App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between you and SoundWaves LLC only, not with Apple, and Apple is not responsible for the Waves application and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Waves application. In the event of any failure of the Waves application to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Waves application. Apple is not responsible for addressing any claims by you or any third party relating to the Waves application or your possession or use of the Waves application, including: (1) product liability claims; (2) any claim that the Waves application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Waves application or your possession and use of the App infringe that third party's intellectual property rights. You agree to comply with any applicable third-party terms, when using the Waves application. Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
Indemnification
You agree to indemnify and hold SoundWaves LLC harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of any of these Terms (including any additional SoundWaves LLC terms and conditions incorporated herein); (2) any activity in which you engage on or through the Waves application; and (3) your violation of any law or the rights of a third party.
Governing law, mandatory arbitration and venue
Governing law and jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America, without regard to Massachusetts’ choice or conflicts of law principles. Further, you and SoundWaves LLC agree to the jurisdiction of the federal and state courts located in Massachusetts to resolve any dispute, claim, or controversy that relates to or arises in connection with these Terms or the Waves application that is not subject to mandatory arbitration under the Arbitration Agreement below, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
ARBITRATION AGREEMENT
This Arbitration Agreement section sets forth the terms and conditions pursuant to which disputes, claims and controversies between you and SoundWaves LLC will be resolved through arbitration ("Arbitration Agreement").
Dispute resolution and arbitration
You and SoundWaves LLC agree that any dispute, claim, or controversy between you and SoundWaves LLC arising in connection with or relating in any way to these Terms or to your relationship with SoundWaves LLC as a user of the Waves application (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory binding individual (not class) arbitration. You and SoundWaves LLC further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees and costs only where allowable under applicable law), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.
Exceptions
You and SoundWaves LLC both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual action (1) in a U.S. small claims court or (2) in a court of law, in accordance with the jurisdiction and venue described in the Dispute Resolution and Arbitration section above, seeking (a) only temporary or preliminary individualized injunctive relief, pending a final ruling from the arbitrator or (b) public injunctive relief, pending a ruling on the substance of such claim from the arbitrator. In addition, this Arbitration Agreement doesn't stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
No class Or representative proceedings; class action waiver
YOU AND SOUNDWAVES LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and SoundWaves LLC agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration between you and SoundWaves LLC will take place under the Consumer Arbitration Rules of the American Arbitration Association ("AAA") then in force (the "AAA Rules"), as modified by this Arbitration Agreement. You and SoundWaves LLC agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.
Any arbitration hearings will be conducted by phone or videoconference to the extent possible, but if the arbitrator determines that a hearing should be conducted in person, the locale for such hearing shall be determined by the arbitrator in accordance with the AAA Rules.
Notice; process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by electronic mail to keith@wavesformusic.com. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 120 days after the Notice is received, you or SoundWaves LLC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or SoundWaves LLC shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of SoundWaves LLC’s last written settlement offer, then SoundWaves will instead pay you either the amount of the award or $500, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator's decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
Enforceability
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in the 'Governing law and jurisdiction' section above shall govern with respect to any aspect of any dispute, claim or controversy that, as a result of such invalidation, is no longer governed by this Arbitration Agreement.
7. About These Terms
Under applicable law, you may have certain rights that can't be limited by a contract. These Terms are in no way intended to restrict those rights.
Changes
We may make changes to these Terms (including any additional SoundWaves LLC terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable Waves application (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message or other prominent notice within the application, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which the Terms were changed. Your use of the Waves application following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using the Waves application under the updated Terms, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when these Terms were last changed.
Entire agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and SoundWaves LLC, these Terms constitute all the terms and conditions agreed upon between you and SoundWaves LLC and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.
Severability and waiver
Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by SoundWaves LLC or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive SoundWaves LLC’s or the applicable third-party beneficiary's right to do so.
Assignment
SoundWaves LLC may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sub-license your rights under these Terms, to any third party.