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WAVES AUDIO MASTER SERVICES AGREEMENT

Last updated on: 03/26/2023

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND ACCESSING, USING, AND/OR REGISTERING FOR THE SERVICES OR PLATFORM (each as defined below).

Please read these Terms carefully before you start to use the Website. By using the Website or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms, our Privacy Notice and our Cookie Notice (each of which is incorporated herein by reference) and all applicable laws and regulations.

IMPORTANT NOTICE: THIS MASTER SERVICES AGREEMENT (the “Agreement”) CONTAINS A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE SERVICES AND PLATFORM (EACH AS DEFINED BELOW). IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE GOVERNING LAW/JURISDICTION AND MANDATORY ARBITRATION, WAIVER OF CLASS ACTIONS SECTION BELOW. PLEASE READ CAREFULLY.

By creating an Account and/or by accessing and using the Platform, you accept this Agreement and you acknowledge that you, on your own behalf as an individual and/or on behalf of your employer or another legal entity (collectively, “you” or “your”) have read and understood and agree to comply with this Agreement and are entering into a binding legal agreement with Waves Audio Ltd., Waves Audio Inc., and/or its subsidiary or affiliate (“Waves”). If you are creating an Account (as defined below) on behalf of your team, company, organization, or any other entity that you either represent or belong to (the “Organization”), you are entering into this Agreement on the Organization’s behalf, and you represent and warrant that you have full authority to bind your Organization to this Agreement. If you do not agree to comply with and be bound by this Agreement, please do not accept this Agreement or access or use the Platform or Services (as defined below). To the extent allowed under applicable law, you hereby waive any applicable rights to require or receive an original (non-electronic) signature or delivery of non-electronic records of this Agreement.

1. Right to Use and Account.

a. Right to Use. Waves offers services (the “Services”) for ______ as described at https://www.waves.com/ and its subdomains (the “Website”), including software, interfaces, documentation, technical support, the Website itself, and the features, functionality, and connectivity provided through Waves’ proprietary platform (the “Platform”). Subject to your compliance with this Agreement, Waves hereby grants you as an Authorized User a limited, revocable, personal, non-exclusive, non-transferable, non-sublicensable right during the Subscription Period (as defined below) to access the Platform and to use the Services in accordance with the Agreement (“Subscription”). To purchase a Subscription, you will choose the applicable Services package on the Website, which will include the applicable Subscription term of, for example, a onetime use, multiple time use, or a monthly or annual period (each a “Subscription Period”), and Subscription fees (the “Fees”), agree to accept this Agreement, and create a personal user account (“Account”) as directed by Waves, which is necessary to become an Authorized User to access the Platform and use the Services. Subscription Periods of monthly or annual periods will automatically renew for another term equal in duration to the initial period until your Subscription is cancelled or terminated in accordance with this Agreement.

An “Authorized User” means you or an employee or representative of your Organization who has been supplied with a single user identification and password to access and use the Platform on the user’s own behalf or on behalf of the user’s Organization. No other use of the Platform not specified in this Agreement, including use by any other employees, agents, contractors, consultants, representatives, personnel, or other parties or individuals of or on behalf of your Organization or its affiliates or subsidiaries shall be permitted to use the Services or access the Platform. Waves shall provide each Authorized User a username and password for logging into the Platform to enable the Authorized User to use the Services.

b. Account. You shall provide accurate, complete, and current Account information and, as applicable, timely update the same. You are solely responsible for the activity that occurs on the Account, including usage via any interfaces or connectors to the Account and for keeping your Account credentials secure. You are solely responsible for the activity that occurs on the Account, including usage via any interfaces or connectors to the Account, and for keeping your Account credentials secure. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You shall remain solely responsible for the activity arising out of any failure to keep your Account details confidential and notify Waves promptly of any breach of security or any known unauthorized use of the Account. Notwithstanding deletion of the Account, Waves may retain your data as reasonably necessary in accordance with the Waves Privacy Notice.

c. Beta Program. If you have agreed to participate in a beta or early release program for a Service(s) (“Beta Service”), you shall use such Service(s) solely for the stated purposes thereof and any other terms Waves sets. You acknowledge that the Beta Service is in a pilot-production stage of development and, therefore, may contain irregularities not normally found in a Service that is not a Beta Service and may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss. You agree to interface with Waves’ designated representatives at regular intervals to discuss the Beta Service, provide Waves with suggestions and ideas for improving or otherwise modifying the Beta Service, and to furnish, subject to applicable law, verbal, or written reports at Waves’ reasonable request, including failure logs, status reports, error reports, and other information related to your use of the Beta Service (collectively, “Beta Service Reports”). Waves strongly encourages you to back-up all data and information on your devices prior to your participation in the Beta Service. Waves reserves the right to modify or terminate the Beta Services, or your use of the Beta Services, to limit or deny access to the Beta Services, at any time, in Waves’ sole discretion, for any reason, with or without notice and without liability to you. Additionally. you may discontinue your use of the Beta Services at any time.

The Beta Service, the Beta Service Reports, all accompanying documentation, and all information Waves discloses to you hereunder or otherwise in connection with the Beta Service is Waves’ “Confidential Information.” For a period of three (3) years from release of the Beta Service, you will not use the Confidential Information except as necessary under this Agreement and will not disclose any portion of the Confidential Information to any other person or entity other than to Waves. You will use all reasonable steps to protect the Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (i) you rightfully knew at the time of disclosure without an obligation of confidentiality, (ii) you lawfully obtained from a third party without restriction on use or disclosure, or (iii) is or becomes generally known to the public through no fault or breach of this Agreement by you.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE SERVICES PROVIDED IN CONNECTION WITH A BETA PROGRAM OR WITHOUT CHARGE ARE PROVIDED “AS IS,” WITHOUT WARRANTIES, REPRESENTATIONS, LIABILITY, CREDITS, OR INDEMNITIES OF ANY KIND. YOU EXPRESSLY ACCEPT ALL RISKS OR OPERATIONAL DIFFICULTIES THAT MIGHT ARISE OUT OF THE USE OF THE BETA SERVICE AND THE ENTIRE RISK OF LOSS, DESTRUCTION, OR DAMAGE RELATED TO YOUR USE OF THE BETA SEVICE DUE TO ANY CAUSE WHATSOEVER.

d. Additional Rights and Requirements. The “Service Entitlement Supplement” sets forth any supplemental usage rights, restrictions, and terms specific to a particular Service. The Service Entitlement Supplement may be found at _____ (or a successor URL) and is incorporated by reference and an integral part of the Agreement.

e. Client Software. If Waves provides software for download for use in connection with the Platform (“Client Software”), then Waves grants you a nonexclusive, limited, non-transferable license to install and use the Client Software only in object code form, solely as necessary for its permitted use with the Service or of the Platform in accordance with this Agreement. Except for the foregoing license, no right, title or interest of intellectual property or other rights in or to the Client Software is granted hereunder.

f. Restrictions. Except as expressly permitted by this Agreement or as required by applicable law, you agree that you will not nor enable others to: (i) attempt to reverse compile, modify, or disassemble the Platform or Client Software in whole or in part or otherwise attempt to discover the related source code; (ii) rent, lease, loan transfer, resell, timeshare, sublicense, or otherwise make available the Platform or Client Software to third parties in whole or part; (iii) interfere or attempt to interfere with or disrupt the integrity, security, functionality, or performance of the Platform or its components; (iv) use the Services or the Platform for any purpose or in any manner that is unlawful or is prohibited by this Agreement; (v) submit User Submissions (as defined below) comprising unlawful, infringing, libelous, or other tortious content or in violation of the privacy rights of any individual; (vi) alter, modify, translate, or otherwise create derivative works of any part of the Platform or Client Software; or (vii) interfere with or disrupt the integrity or performance of the Platform, Services, or any third-party service via an interface to or from the Platform, including by imposing an unreasonably large load on Waves’ or its service providers’ platforms.

g. Deletion of Data. Waves may periodically delete your data from the Platform, including any User Submissions. Further, Waves does not guarantee data storage and shall not have any liability whatsoever for any damage, liability, losses, or any other consequences that you may incur relating to the loss or deletion of your data.

h. Suspension. Notwithstanding anything set forth herein, if Waves believes, in its sole discretion, that you are using the Platform or Services in a manner that may cause harm to Waves or any third party or that is in breach of this Agreement, then Waves may, without derogating from our right to terminate your Subscription as specified in this Agreement, suspend or terminate your Account or your access to and use of the Services, or parts thereof.

2. Fees

a. Fees. You shall pay all Fees, if any, in advance in accordance with the payment instructions set forth on the Website, without the right of set-off, deduction, or counterclaim. Where you have provided credit card information for the purchase of a Subscription, Waves may charge such credit card for such Subscription for the Subscription Period, including any renewals, subject to termination rights as set forth in this Agreement. Waves will notify you if there is any increase of the renewal fee from the immediately previous Fees by email at least twenty (20) days before any such increase. For Subscription terms of twelve (12) months or more, Waves will provide you notice of renewal at least thirty (30) days and not more than forty-five (45) days before each automatic renewal date. Additionally, the renewal Fees may change if you add or remove items from your Subscription after the email notification. You may cancel the auto-renewal Subscription at any time. You must cancel before the applicable renewal date to avoid the charge. Cancellation and management of your Subscription is available at https://www.waves.com/account/products or via email to Waves Orders. To cancel a Subscription, use https://www.waves.com/account/cancel-subscriptions to turn auto-renew off in your account. Your current Subscription will be active until the expiration date of the Subscription Period. You can turn on auto-renew before the end date to continue your Subscription. If your Subscription lapses for any period due to non-renewal or failure to pay applicable fees when due, you will lose your right to continue using the Services.

b. Taxes. Fees are exclusive of any taxes, levies, customs fees, duties, or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all applicable Taxes associated with your purchases, except for Taxes assessed against Waves based on net income. Should any payment for the Subscription be subject to withholding tax by any government, you will be responsible for such Taxes and will reimburse Waves to the extent Waves is required to pay any such withholding Taxes.

c. Billing Disputes. Billing disputes must be initiated within thirty (30) days of purchase, by contacting Waves at https://www.waves.com/contact-orders. Upon expiration of such 30-day period, you will not be entitled to dispute any fees paid or payable to Waves. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt you from timely paying any undisputed amounts owed. Other than in accordance with the foregoing, fees paid are non-refundable.

3. User Submissions.

a. Designation. The Platform permits you to upload content and media and may contain message boards, chat rooms, personal web pages or profiles, forums, and bulletin boards and other interactive features that allow users to post, submit, publish, display, or transmit to other users or persons content or materials (collectively, “User Submissions”). User Submissions are public by default. However, the Platform may permit you to designate some User Submissions (such as, for example, parameters) as "private" solely for your own use (in accordance with the instructions set forth on the Platform) (“Private User Submissions”); provided, however, that once you have uploaded a User Submission to the Platform as public (i.e. without a “private” designation), such User Submission always will be considered a “Public User Submission." Accordingly, Public User Submissions may not be designated as a Private User Submission at any time after the initial submission, and any and all licenses you have granted thereto pursuant to this Agreement will continue in accordance with its terms. You shall be solely responsible for your User Submissions and the consequences of posting, publishing, or uploading them. Notwithstanding anything set forth herein, Waves has complete discretion whether to publish your User Submissions, and Waves reserves the right in its sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any User Submissions posted on the Platform at any time and for any reason, without notice.

b. Public User Submissions. Waves does not guarantee any confidentiality with respect to any Public User Submissions. You acknowledge that all Public User Submissions may be viewed by other users of the Platform and on public search engines. Waves will not include any Private User Submissions in Platform search results, and only you will be able to access the Private User Submissions, subject to the Waves Privacy Notice. Notwithstanding the foregoing, if you share any Private User Submissions via link with any third party, the link will be able to be redistributed with no limitation.

c. Exposure to Third-Party User Submissions. You understand and acknowledge that when accessing and using the Platform: (i) you will be exposed to other user’s public submissions from a variety of sources and that Waves is not responsible for the accuracy, usefulness, safety, or intellectual property rights of, or relating to, such submissions; and (ii) you may be exposed to submissions that are inaccurate, offensive, or otherwise objectionable. You hereby waive any legal or equitable rights or remedies you may have against Waves with respect to such submissions.

4. Intellectual Property.

a. User Submissions and Output. As between you and Waves, other than as expressly set forth herein, you own and, subject to the licenses granted in this Agreement or otherwise permitted by applicable law, reserve all rights, title, and interest in the User Submissions and any output or other information based upon your User Submission(s) and generated from your use of a Service (“Output”). You authorize Waves to copy, display, store, and otherwise use the User Submissions and the Output to provide the Services in accordance with this Agreement. You also grant Waves a non-exclusive, irrevocable (subject to the Waves Privacy Notice), and royalty-free right to use the User Submissions and the Output to develop and improve the Services and Platform. You represent and warrant that (i) you have the right to use the User Submissions and provide Waves with the User Submissions for all purposes set forth in this Agreement; and (ii) all User Submissions have been and will be legally acquired in accordance with all applicable law. You are responsible for the legality, reliability, integrity, accuracy, and quality of the User Submissions.

b. License to Public User Submissions. By submitting Public User Submissions to Waves, you hereby grant Waves a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Public User Submissions in connection with the Platform, and/or Waves’ business, including without limitation for publishing, redistributing, assigning, and sublicensing part or all of your Public User Submissions (and derivative works thereof) in any media format and through any media channel, and you hereby waive any moral rights in your Public User Submissions to the extent permitted by law. You also hereby grant each user of the Platform or other viewer or user of the Public User Submissions a worldwide, irrevocable, non-exclusive right to use, reproduce, distribute, prepare derivative works of, display, and perform such Public User Submissions, all in accordance with this Agreement.

c. Services, Platform, and Waves Content. As between you and Waves, Waves owns and reserves all right, title, and interest in the Website, Platform, and Services and all improvements, modifications, and derivative works thereof. Other than the User Submissions and Output, all content made available through the Website, Platform, or the Services (collectively, “Waves Content”) are, as between you and Waves, owned by Waves.

5. Privacy Notice; Feedback.

The personal information you provide to Waves during your use of the Platform and Services is used in compliance with the Waves Privacy Notice. The Waves Privacy Notice explains how Waves collects, treats your personal data, and protects your privacy when you use the Platform and Services. By using the Services, you agree that Waves can use such data in accordance with its Privacy Notice. You can submit to Waves questions, comments, suggestions, and ideas ("Feedback"). Feedback shall be deemed non-confidential and non-proprietary. By submitting Feedback, you give permission to Waves to use Feedback in any way and for any purpose, commercial or otherwise, without any compensation or credit obligation to you or any third party.

6. Indemnification.

You will indemnify, defend, and hold Waves, its affiliates, directors, officers, and employees (each an “Indemnified Party”) harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against any Indemnified Party by a third party to the extent that such Action is based upon or arises out of (i) the use of the User Submissions or Feedback you provided to Waves; (ii) your breach of this Agreement; (iii) your use of the Services; or (iv) your violation of applicable law or any third-party right, including, without limitation, any privacy, intellectual property, or another proprietary right. This indemnification obligation will survive termination of this Agreement. You may in no event enter into any settlement or like agreement with a third party that affects any Indemnified Party’s rights or binds any Indemnified Party in any way, without Waves’ prior written consent. Waves reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Waves in asserting any available defenses.

7. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WAVES AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE PARTNERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM) ALL WARRANTIES THAT: (I) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) THE OUTPUT WILL BE ACCURATE, RELIABLE, OR COMPLIANT WITH ANY PARTICULAR STANDARD OR REGULATORY REQUIREMENT, (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WAVES OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM OR SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE PLATFORM OR SERVICES, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT VIRUSES, SPAM, OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS. YOU AGREE THAT WAVES WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OR OVERLOAD OF ANY SERVERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

8. Limitation of Liability.

IN NO EVENT SHALL WAVES, ITS SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR ARISING OUT OF THIS AGREEMENT, EVEN IF WAVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU; IN SUCH A CASE, THEN THE AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES SHALL NOT EXCEED US $2,500. THE FOREGOING LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE, SHALL APPLY EVEN IF WAVES HAS BEEN ADVISED OF THE POSSIBILITY OF CLAIMS, LOSSES, OR DAMAGES EXCEEDING SUCH LIMIT, AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY OTHER REMEDIES POSSESSED BY WAVES. THE LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN YOU AND WAVES. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

9. Subscription Termination.

Waves may terminate your Subscription at any time and without prior written notice in any case where it believes that you or your Organization have breached this Agreement. You may terminate your Subscription to the Platform by canceling your Account through the tools that Waves makes available within the Platform or by sending a cancellation request to Waves at https://www.waves.com/contact-orders, in which case Waves will use commercially reasonable efforts to respond within a reasonable time. Payment obligations are non-cancelable, and Fees paid are non-refundable. If you object to any term or condition of this Agreement, or any subsequent modifications thereto, or become dissatisfied with the Website, Platform, or Services in any way, your only recourse is to immediately discontinue use of the Website, Platform, or Services and cancel your Subscription. Upon termination of your Subscription, all licenses granted by Waves to you and your Organization (if applicable) under this Agreement shall be terminated and you and your Organization (if applicable) will lose all access to the Platform and Services. Waves shall not be liable to you or your Organization or any third party for termination of your use of or access to the Platform or Services, or any portion thereof. This Section 9 and Sections 3 (User Submissions), 4 (Intellectual Property Rights), 5 (Privacy Notice; Feedback), 6 (Indemnification), 7 (Disclaimer), 8 (Limitation of Liability), and 10 (Miscellaneous), as well as any other provision that is intended to survive termination of this Agreement or your Subscription shall survive termination of this Agreement and your Subscription termination.

10. Miscellaneous.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

a. Governing Law/Jurisdiction and Mandatory Arbitration, Waiver of Class Actions. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles and specifically will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act (UCITA). Any cause of action or claim you might have with respect to the Services or otherwise under this Agreement must be commenced within one (1) year after such claim or cause of action arises or shall be deemed waived. Except with respect to the protection and enforcement of Waves’ (and its third-party licensors’) intellectual property rights and its rights to seek and/or obtain injunctive or equitable relief, any claim, cause of action, or proceeding arising out of or relating to this Agreement or the Services shall be resolved by mandatory, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in New York, New York, and the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION IN ANY ACTION, PROCEEDING, OR COUNTER-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. ALL CLAIMS AND DISPUTES ARISING OUT OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.

b. Modifications/Waivers. Waves reserves the right, at our discretion, to modify this Agreement at any time. Whenever Waves modifies this Agreement in substance, the label “updated” will be displayed next to the link "master services agreement" in the footer to the Website, which link leads to this Agreement. The “updated” label will be removed after thirty (30) days or when you visit the updated Agreement to read them, whichever comes sooner. Please make sure you read the updated Agreement before using the Services or Platform. If any portion of this Agreement is unacceptable to you or will cause you to no longer be in compliance with this Agreement, you should discontinue use the Services and Platform. Your use of the Platform and Services now or following changes in this Agreement means that you have accepted and are bound by the changes. It is therefore important that you check the current version available from time to time and ensure you are updated as to any changes.

c. Severability. If any provision of this Agreement, or any part of such provision, is found to be unenforceable or invalid, that provision will be replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that this Agreement will otherwise remain in full force and effect and enforceable.

d. Force Majeure. Neither party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, pandemic, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic, or communications failures or degradation. Either party’s invocation of this clause will not relieve you of your obligation to pay for any Services provided or permit you to terminate any Services except as expressly provided herein.

e. Notices. All notices hereunder shall be in writing. Waves may send notices hereunder to the email address you indicate in the Account. You will be deemed to have received any email sent to the last known email address Waves has on record for you. Waves hereby provides address and contact details, to which any of your questions, complaints, or claims with respect to the Software should be directed: Waves Audio Ltd., Azrieli Center 3, The Triangle Tower, 32nd Floor, Tel-Aviv 6701101, Israel. Phone: +972-3-608-4000. Fax: +972-3-608-4056. Email: contact us.

f. Assignment. Other than as expressly set forth herein, neither you nor the Organization may assign this Agreement in whole or part to a third-party.

g. Trade Compliance. You represent and warrant that (i) your use of the Services will not violate any embargoes, sanctions, trade restrictions, or similar restrictions issued by any applicable governmental entity, and (ii) you have not been designated by any applicable government or government agency as a prohibited or restricted party under any trade restrictions, export laws, or the like. You may not use, export, re-export, import, or transfer any technology or data related to the Platform or Services except as authorized by both this Agreement and all applicable laws, rules, and regulations.

h. Entire Agreement; Headings. This Agreement constitutes the entire agreement between you and Waves with respect to the Services and supersedes all prior or contemporaneous communications and proposals between you and Waves with respect thereto. Any purchase orders, confirmations, payment documentation, or other terms provided by you, even if signed by the parties after the date hereof, shall have no force or effect.