Terms of service

Version: 0.1

Date: 21/10/20

This Agreement
Your Account and Membership
Fees, Payments and Offers
Your Content and Privacy
Your Use of Our Platform
Release
Indemnification
Warranty Disclaimer and Limitation of Liability
Dispute Resolution
Intellectual Property
Other Issues

1. This Agreement

1.1 The Agreement. Wavelength enables you and other members to arrange off-line, real-world Wavelength groups and Wavelength events. The terms "Wavelength," "we," "us," and "our" include Wavelength Technology Limited and our affiliates. We use the terms "you" and "your" to mean any person using our Platform, and any organization or person using the Platform on an organization's behalf. We use the word "Platform" to mean any website, application, or service offered by Wavelength, including content we offer and electronic communications we send. We provide our Platform to you subject to these Terms of Service. We use the terms "Terms of Service" and "Agreement" interchangeably to mean this document together with our Usage and Content Policies & Member Restrictions. Your use of the Platform signifies that you agree to this Agreement. If you are using the Platform for an organization, you agree to this Agreement on behalf of that organization, and represent you have authority to bind that organization to the terms contained in this Agreement. If you do not or are unable to agree to this Agreement, do not use our Platform.

1.2 Revisions to this Agreement. We may modify this Agreement from time to time. When we do, we will provide notice to you by publishing the most current version. By continuing to use the Platform after any changes come into effect, you agree to the revised Agreement.

2. Your Account and Membership

2.1 Suspension of Your Account. We may modify, suspend or terminate your account or access to the Platform if, in our sole discretion, we determine that you have violated this Agreement, including any of the policies or guidelines that are part of this Agreement, that it is in the best interest of the Wavelength community, or to protect our brand or Platform. We also may remove accounts of members who are inactive for an extended period of time.

A member who has the ability to moderate or manage a particular portion of our Platform also has the ability, in his or her sole discretion, to modify, suspend, or terminate your access to that portion of the Platform.

2.3 Account Information and Security. When you register, you provide us with some basic information, including an email address and a password. Keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password (or else we may need to disable your account). You alone are responsible for anything that happens from your failure to maintain that security and confidentiality, such as by sharing your account credentials with others. If someone is using your password, notify us immediately.

3. Fees, Payments, and Offers

3.1 Fees Charged by Wavelength. Use of some of the features on our Platform is free, and we charge fees for other features. We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Platform or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in U.K. GBP. All fees are exclusive of applicable taxes.

3.2 Payments to Wavelength. Hosts that boost events are responsible for paying applicable fees to Wavelength through our approved payment methods. If we terminate, suspend, or remove your account in connection with violation of this Agreement, we are not obligated to refund any payments made to Wavelength. You may only make payments to Wavelength using a valid payment method acceptable to us, as specified via the Platform. You represent and warrant that you are authorized to use the payment method you designate via the Platform. You authorize us (and our designated third-party payment processors) to charge your designated payment method for the total amount of any fees you owe to Wavelength, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable to us, your payment may be suspended or cancelled. We reserve the right to correct, or to instruct our payment processors to correct, any errors or mistakes, even if payment has already been requested or received.

3.3 Refunds. Wavelength can only issue a refund in certain situations, and are subject to Wavelength's judgement. Disputes regarding payments made off of Wavelength as part of an event, in cash, or using a third party payment processor cannot be mediated by Wavelength.

To pursue a refund please email payments@wavelengthevents.com with your event name.

3.4 Third Party Transactions. Your Wavelength group or its members may receive offers from third parties, such as discounts, sponsorships, or other benefits. Wavelength is not involved in any dealings or payments between you and third parties, and these Terms of Service do not govern such transactions.

4. Your Content and Privacy

4.1 Your Content. You are solely responsible for your Content. We use the word "Content" to mean any information, material, or other content posted to our Platform or otherwise provide to us (such as feedback, comments, or suggestions shared with us). You agree that you and your Content shall not violate the rights of any third party (such as copyrights, trademarks, contract rights, privacy rights, or publicity rights), this Agreement (including our Usage and Content Policies, & Member Restrictions).

4.2 Content Licence from You. We do not claim ownership of your Content. However, to enable us to operate, improve, promote, and protect Wavelength and our Platform, and to ensure we do not violate any rights you may have in your Content, you hereby grant Wavelength a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and licence (including a waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, and create derivative works of, your Content and to commercialize and exploit the copyright, trademark, publicity, and database rights you have in your Content.

4.3 Privacy. Wavelength collects registration and other information about you through our Platform. Please refer to our Privacy Policy for details on how we collect, use, and disclose this information. These policies do not govern use of information that you provide to third parties, such as other members of the Wavelength Platform.

5. Your Use of Our Platform

5.1 Our Policies, Guidelines and Applicable Laws. When you use our Platform, we require that you follow the Usage and Content Policies, & Member Restrictions. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party. If you do not comply, we may modify, suspend or terminate your account or access to the Platform, in our sole discretion.

5.2 Content of Others. Wavelength does not control the Content of other members. When we become aware of inappropriate Content on our Platform, we reserve the right to investigate and take appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for, the Content of other members.

5.3 Interactions with Others. Wavelength is not a party to any offline arrangements made through our Platform. Wavelength does not conduct or require background checks on members, and does not attempt to verify the truth or accuracy of statements made by members. Wavelength makes no representations or warranties concerning the conduct or Content of any members or their interactions with you. If you have a concern regarding other members, report it via the Platform or directly to report@wavelengthevents.com.

5.4 No Resale. Our Platform contains proprietary and confidential information and is protected by intellectual property laws. Unless we expressly permit it through this Agreement, you agree not to modify, reproduce, sell or charge a fee, offer to sell or charge a fee, make, create derivative works based on, or distribute any part of our Platform, including any data, or Content of others.

5.5 No Technical Interference with the Platform. You agree that you will not engage in any activity or post any information or material that interferes with or disrupts, or that is designed to interfere with or disrupt, the Platform or any hardware used in connection with the Platform.

5.6 Platform Modifications. We work hard to continuously improve our Platform. This means that we may modify or discontinue portions or all of our Platform with or without notice and without liability to you or any third party.

5.7 Third Party Sites and Services. The Platform contains links to third party sites, and is integrated with various third party services, applications and sites that may make available to you their content and products. We don't control these third parties and aren't responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies.

6. Release

You agree to release us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries, sponsors, and other third-party partners (referred to in this Agreement as "Wavelength Parties") from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, now and in the future (referred to in this Agreement as "Claims"), arising out of or in any way connected with any transaction with a third party, your interactions with other members, or in connection with a Wavelength event.

7. Indemnification

You agree to indemnify, defend and hold all Wavelength Parties harmless from any Claims, made by any third party due to or arising out of (a) your violations of this Agreement, (b) your use, misuse, or abuse of our Platform, (c) your Content, (d) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) your participation or conduct in a Wavelength event that violates this Agreement. You agree to promptly notify us of any third party Claims, cooperate with all Wavelength Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You agree not to settle any Claim without our prior written consent.

8. Warranty Disclaimer and Limitation of Liability

8.1 Warranty Disclaimer. Our Platform is provided to you "as is" and on an "as available" basis. We disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness, accuracy, and performance of our Platform, (b) any information, advice, services, or goods obtained through or advertised on our Platform or by us, as well as for any information or advice received through any links to other websites or resources provided through our Platform, (c) the results that may be obtained from the Platform, and (d) the correction of any errors in the Platform, (e) any material or data obtained through the use of our Platform, and (f) dealings with or as the result of the presence of marketing partners or other third parties on or located through our Platform.

8.2 Limitation of Liability. You agree that in no event shall any Wavelength Parties be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if any Wavelength Parties have been advised of the possibility of such damages) arising out of or in connection with (a) our Platform or this Agreement or the inability to use our Platform (however arising, including our negligence), (b) statements or conduct of or transactions with any member or third party on the Platform, (c) your use of our Platform or transportation to or from Wavelength events, attendance at Wavelength events, participation in or exclusion from Wavelength events and the actions of you or others at Wavelength events, or (d) any other matter relating to the Platform. Our liability to you or any third parties in any circumstance is limited to the greater of £100 or the amount of fees, if any, you paid to us in the 12 months prior to the action that may give rise to liability. The limitations set forth above in this Section 8 will not limit or exclude liability for our gross negligence, fraud, or intentional, malicious, or reckless misconduct.

9. Dispute Resolution

9.1 Informal Resolution. Before making any claim, you and Wavelength agree to try to resolve any disputes through good faith discussions. We use the term "claim" in this Section 9 to mean any dispute, difference, claim or controversy arising out of or relating to your use of our Platform or this Agreement, including your participation in Wavelength events. You or Wavelength may initiate this process by sending written notice according to Section 11.2 describing the dispute and your proposed resolution. In the event that we cannot resolve the issue within 30 business days of receipt of the initial notice, you or Wavelength may bring a claim in accordance with Section 9.2.

9.2 Arbitration Agreement. Except as set forth in Section 9.5, you agree to submit any claim to the London Court of International Arbitration or its successor, ('LCIA") for final and binding arbitration. In arbitration certain rights that you or we would have in court may not be available, such as disclosure or appeal. You and Wavelength are each expressly waiving any right to trial by judge or jury in a court of law. This agreement to arbitrate shall apply regardless of whether the claim arises during or after any termination of this Agreement or your relationship with Wavelength.

9.3 Arbitration Time for Filing. Any claim subject to arbitration must be filed within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.

9.4 Arbitration Procedures. Either party may commence arbitration by filing a written demand for arbitration with LCIA, with a copy to the other party according to the notice procedures in Section 11.2. The arbitration will be conducted in accordance with the LCIA Arbitration Rules 2014 and any other applicable rules that the LCIA requires ("LCIA Rules") in effect as of the demand for arbitration. You agree that the Arbitration Act 1996 governs the interpretation and enforcement of these arbitration provisions. Any arbitration hearings will take place in England and Wales or elsewhere as required by the LCIA Rules. Your responsibility to pay any filing, administrative and arbitrator fees will be solely as set forth in the LCIA Rules. The parties will cooperate with the LCIA and each other in scheduling the arbitration proceedings, and in selecting one arbitrator from the appropriate LCIA list with substantial experience in resolving intellectual property and contract disputes. The arbitrator shall follow this Agreement and, to the extent permitted by the LCIA Rules, can award costs, fees and expenses, including attorneys' fees to the prevailing party, except that the arbitrator shall not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

9.5 Exceptions. You or Wavelength may assert claims, if they qualify, in small claims court in England and Wales. You or Wavelength may seek injunctive relief from a court of competent jurisdiction in England and Wales as necessary to protect the intellectual property rights of you or Wavelength pending the completion of arbitration. Wavelength may take action in court or arbitration to collect any fees or recover damages for, or to seek injunctive relief relating to, Platform operations, or unauthorized use of our Platform or intellectual property. Nothing in this Section 9 shall diminish Wavelength's right to modify, suspend or terminate your account or access to our Platform under Section 2.2.

9.6 Arbitration Opt Out. You may decline to resolve disputes through arbitration by emailing us at legal@wavelengthevents.com within 30 days of the date you first agree to this Agreement. Your email must include your full name, residential address, the email address registered to your Wavelength account, and a clear statement that you want to opt out of arbitration. If you opt out according to this process, then Sections 9.2, 9.3, and 9.4 of this Agreement do not apply to you. This opt-out does not affect any other sections of this Agreement, such as Sections 9.5 (Exceptions), 9.7 (Class Action Waiver), 11.5 (Governing Law), 11.6 (Judicial Forum), and 11.7 (Time for Filing).

9.7 Class Action Waiver. You agree to resolve disputes with Wavelength on an individual basis. You agree not to bring a claim as a plaintiff or a class member in a class, consolidated or representative action. You are expressly waiving any right to participate in class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations.

10. Intellectual Property

10.1 Intellectual Property of Wavelength. Wavelength logos, service marks, and service names are the intellectual property of Wavelength.

10.2 Intellectual Property of Others. Wavelength respects the intellectual property of others, and we expect our members to do the same. We may, in appropriate circumstances and in our discretion, remove or disable access to material that infringes on the intellectual property rights of others. We may also restrict or terminate access to our Platform to those who we believe to be repeat infringers.

11. Other Issues

11.1 Notices. Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail to Wavelength Technology Limited, Attn: Legal Department, 17 Belsize Park, London, NW3 4ES or by email to legal@wavelengthevents.com. Any notice to you shall be given to the most current email address in your account.

11.2 Entire Agreement. This Agreement, including the Usage and Content Policies & Member Restrictions, constitutes the entire agreement between you and Wavelength, superseding any prior agreements between you and Wavelength on such subject matter, and that any remedy in relation to these agreement is contractual only. You and Wavelength agree that neither party can rely on any pre-contractual representations made by either party. This is not an attempt to exclude for liability for fraud.

11.3 No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Wavelength is intended or created by this Agreement. A member of the Wavelength Platform is not Wavelength's representative or agent, and may not enter into an agreement on Wavelength's behalf.

11.4 Governing Law. This Agreement and the relationship between you and Wavelength shall be governed by the laws of the United Kingdom without regard to its conflict of laws provisions, except as set forth in Section 9.

11.5 Jurisdiction. If our agreement to arbitrate is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 9.6, you and Wavelength agree that any judicial proceedings (other than small claims actions) must be brought exclusively in the courts of England and Wales, and you and Wavelength agree to venue and personal jurisdiction in those courts.

11.6 Time for Filing. Any claim not subject to arbitration must be commenced within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.

11.7 Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Wavelength's prior written consent, but may be assigned or transferred by us to any affiliate or subsidiary, or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Wavelength's assets, or similar transaction.

11.8 No Waiver. A party's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches.

11.9 Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Wavelength nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.

11.10 Termination. If we terminate your account or access to our Platform, this Agreement terminates with respect to the member account that has been terminated. However, certain provisions of this Agreement that by their nature survive termination shall survive termination, including those terms listed below in Section 11.13 (Survival).

11.11 Survival. Sections 3 (Fees, Payments, and Offers), 4.2 (Content License from You), 4.3 (Privacy), 6 (Release), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 9 (Dispute Resolution), 11.12 (Termination), 11 (Other Stuff) of this Agreement, and any other provisions necessary to give effect to these provisions, shall survive any termination or expiration of this Agreement.

11.12 Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

11.13 Violations. Please report any violations of this Agreement by a member or third party by sending an email to abuse@wavelengthevents.com.