Date last modified: June, 2020
SWAVE (“SWAVE”) operates as a native digital coupon platform that enables connections between consumers and discounts to local businesses (“Businesses”). Consumers receive coupons (“Coupons”) to participating companies (“Businesses”) for an annual subscription. The SWAVE coupon application includes all services offered by or in connection with the SWAVE including any applications or plugins that are or may be offered.
SWAVE may modify this Agreement from time to time. All material modifications will apply prospectively only. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue any and all use of SWAVE immediately.
Use of SWAVE is void where prohibited. By using SWAVE, you represent and warrant that:
a) all information you submit is truthful and accurate;
b) you will maintain the information’s accuracy;
c) you will only make subscription payment using funds you have the legal right to use;
d) you are at least 14 years of age; and
e) your use of SWAVE does not violate any Applicable Law or the terms of this Agreement.
If your use of SWAVE is in violation of any of these terms, immediately cease use of SWAVE.
This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use SWAVE. This Agreement remains in full force and effect while you use any Coupon.
You acknowledge that SWAVE reserves the right to charge for use of any portion of SWAVE and to change its fees from time to time at its discretion.
4. Payment Processing
5. Proprietary Rights in SWAVE and its Content.
7.1 Content (“Content”) includes, but is not limited to, photos, images, videos, text, and data appearing on SWAVE.
7.2 SWAVE owns and retains all rights in the SWAVE app, its Content, and the infrastructure used to provide the SWAVE app. The SWAVE app, the Content, and the infrastructure are protected by copyright, trademark, patent, trade secret, and other laws.
7.3 You agree not to copy, modify, translate, publish, broadcast, transmit, distribute, display, reproduce, sell or otherwise use any Content appearing on or in connection with SWAVE except in accordance with this Agreement.
7.4 As a visitor to the SWAVE app, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use SWAVE in accordance with this Agreement.
7.5 The license conferred herein terminates automatically upon unauthorized use.
8. Messages from SWAVE.
You agree and acknowledge that SWAVE may send you emails including notifications, special offers, promotions, commercial advertisements, and marketing materials in connection with SWAVE. You may opt-out by contacting SWAVE at firstname.lastname@example.org.
9. Activities Prohibited.
The following are examples of the kind of activity that is illegal or prohibited within the SWAVE app. SWAVE reserves the right to investigate and take appropriate legal action against anyone who, in SWAVE’s sole discretion, violates this provision, including, without limitation, reporting such activity to law enforcement authorities. Prohibited activity includes, but is not limited to:
9.1 criminal or tortious activity including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
9.2 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the SWAVE app;
9.3 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
9.4 modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any Content from the SWAVE app;
9.5 providing or using “tracking” or monitoring functionality in connection with SWAVE;
9.6 covering or obscuring the banner advertisements and/or safety features any SWAVE page via HTML/CSS or any other means;
9.7 interfering with, disrupting, or creating an undue burden on SWAVE or the networks or services connected with SWAVE;
9.8 impersonating or attempting to impersonate SWAVE or a SWAVE employee, administrator or moderator, another person or entity (including, without limitation, the use of email addresses of or associated with any of the foregoing);
9.9 using or distributing any information obtained from the SWAVE app in order to harass, abuse, or harm another person or entity, or attempting to do the same;
9.10 using any automated system, including, but not limited to, scripts or bots in order to harvest email addresses or other data from SWAVE for the purposes of sending unsolicited or unauthorized material;
9.11 intentionally or unintentionally using a person, automated script, or computer program to imitate legitimate use of SWAVE;
9.12 accessing or attempting to access the SWAVE app by any means other than through the interface that is provided by SWAVE, unless you have been specifically allowed to do so by SWAVE;
9.13 hyperlinking to the SWAVE app from any other website without SWAVE’s initial and ongoing consent;
9.14 submitting payment information for a subscription that is false, inaccurate, fabricated, counterfeited, artificial or inauthentic;
9.15 submitting payment information for a donation that you do not have the legal right to use;
9.16 using the SWAVE app for any commercial activity not endorsed by SWAVE;
9.17 using SWAVE in a manner inconsistent with any and all Applicable Law.
10. Termination of Use.
SWAVE reserves the right, in its sole discretion, to deny, restrict, suspend, or terminate your access to all or any part of SWAVE at any time, for any or no reason, without prior notice or explanation, and without liability. If you engage in Activities Prohibited or otherwise violate the Agreement, your permission to use SWAVE and any rights you have to Coupons is automatically terminated.
11.1 SWAVE is not responsible for and makes no warranties, express or implied, as to the accuracy and reliability of the information, descriptions, and Content posted on the SWAVE app or website, by SWAVE, about the businesses. SWAVE will, in its best effort, provide accurate and reliable information, descriptions, and Content about the businesses. Such information, descriptions, and Content about the businesses does not necessarily reflect the opinions or policies of SWAVE.
11.2 Information, descriptions, and Content about businesses on SWAVE may contain links to other websites or services. SWAVE is not responsible for the content, accuracy or opinions expressed on such websites and services, and such websites and services are not necessarily investigated, monitored or checked for accuracy or completeness by SWAVE. Inclusion of any linked website or service on SWAVE does not imply approval or endorsement of the linked website or service by SWAVE. SWAVE expressly disclaims any representations regarding the content or accuracy of materials on such websites or any policies or agreements on such websites. When you access these third-party sites and services, you do so at your own risk.
11.3 SWAVE is not responsible for the conduct, whether online or offline, of any business on SWAVE.
11.4 SWAVE cannot control the security of the internet or other networks you use to access SWAVE or use to communicate with SWAVE, participating businesses, therefore SWAVE, participating businesses are not responsible for any data lost during transmission while it is being transmitted to SWAVE.
11.5 SWAVE is not responsible for any problems or technical malfunction of any telephone 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 SWAVE, including, without limitation, any injury or damage to you or to any person’s computer related to or resulting from use of SWAVE.
11.6 SWAVE is not responsible for harm caused to you by SWAVE experiencing technical malfunctions or downtime.
11.7 Under no circumstances shall SWAVE be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of SWAVE.
11.8 SWAVE is provided “AS IS” and “AS AVAILABLE” and SWAVE EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, NON-INFRINGEMENT, OR QUIET ENJOYMENT. SWAVE cannot guarantee and does not promise any specific results from use of SWAVE. SWAVE also cannot guarantee the accuracy of information posted on SWAVE.
12. Copyright Infringement
SWAVE will respond to notices of copyright infringement that comply with applicable laws. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement under applicable law, please provide us with a written notice containing the following:
a) Your name, address, telephone number, and email address;
b) A description of the copyrighted work that you claim has been infringed;
c) A description of where on SWAVE the material you claim is infringing may be found, sufficient for SWAVE to locate the material (e.g., the URL);
d) A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or applicable law;
e) A Statement by you that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
f) Your electronic or physical signature.
You agree not to display or use in any manner any trademark, service mark, logo, trade dress, slogan, or other brand features, either registered or unregistered, belonging to SWAVE, unless you obtain SWAVE’s prior written permission. Trademarks local businesses displayed on SWAVE are protected by each applicable party and should not be reproduced or downloaded without prior consent from the applicable party. If you believe in good faith that any of your registered trademarks or service marks have been copied in a way that constitutes trademark infringement under applicable law, please provide us with a written notice containing the following:
a) Your name, address, telephone number, and email address;
b) A description of the trademark that you claim has been infringed, including the registration number, jurisdictions in which the trademark is registered, and the categories of goods and/or services covered by the registration;
c) A description of where on SWAVE the trademark you claim is infringing may be found, sufficient for SWAVE to locate the trademarked material (e.g., the URL);
d) A statement that you have a good faith belief that the use of the trademark is not authorized by the trademark owner, registration, or applicable law;
e) A Statement by you that the information in your notice is accurate and that you are the trademark registrant or licensee or authorized to act on the trademark owner’s behalf; and
f) Your electronic or physical signature.
14. Limitation on Liability.
To the extent not prohibited by Applicable Law, in no event shall SWAVE be liable to you or any third-party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including, without limitation, lost profit damages arising from your use of SWAVE, even if SWAVE has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, SWAVE’s liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to SWAVE for using SWAVE.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, without regard to its conflict of law provisions. You and SWAVE agree to submit to the exclusive jurisdiction of the courts located within the State of Wisconsin to resolve any dispute arising out of this Agreement or SWAVE. Each of the parties hereby knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any litigation (including, but not limited to, any claims, counterclaims, cross-claims, or third-party claims) arising out of, under, or in connection with this Agreement. Each of the parties acknowledges that this section is a material inducement for the other party entering into this Agreement.
16. Class Action Waiver
You and SWAVE agree that, to the extent not prohibited by Applicable Law, any proceedings to resolve or litigate any dispute arising hereunder will be conducted solely on an individual basis and that you will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you act or propose to act in a representative capacity. You further agree that, to the extent not prohibited by Applicable Law, no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of SWAVE and all parties to any such proceeding.
You agree to indemnify and hold SWAVE, its parents, subsidiaries, affiliates, subcontractors and other partners, and their respective owners, officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys’ fees, made by any third-party due to or arising out of your use of SWAVE in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement.
The failure of SWAVE to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
I have read this Agreement and agree to all of the provisions contained above. I understand that not reading this Agreement and/or claiming ignorance is not a defense and I will be bound this Agreement’s Terms and Conditions regardless.
To contact SWAVE for any reason in regard to the terms of this Agreement, email@example.com.