WAVE BL SAAS PLATFORM TERMS AND CONDITIONS

By signing on these terms of use or clicking “I agree”, “accept” or other similar button, or by accessing and/or using the OGY proprietary Software-as-a-Service Wave BL platform (“Platform”) you expressly acknowledge and agree that you, on behalf of yourself or your organization, (“Customer”) are entering into a legal agreement with OGY Docs Inc.’s (“OGY“) in order to establish and host an account on the Platform (”Account”) on the Platform. These Terms of Use shall apply to Customer’s use of the Platform also in accordance with the subscription scope and subject to the use limitations specified in the ordering document (which documents may be in electronic or digital format) signed and/or accepted digitally by the parties (each an “Order”). Customer’s execution of an Order referencing these Terms of Use and/or access or use of the Platform and/or OGY API shall be deemed Customer’s agreement to these Terms of Use. The WAVE BL Bylaws, the Terms of Use and all Orders (collectively referred to as the “Agreement”) represent the parties’ entire understanding regarding the Platform and shall govern over any different or additional terms of any Customer’s purchase order and no terms included in any such purchase order shall apply to the Platform unless such different terms are stated specifically in a mutually signed Order. For clarity, these Terms of Use shall apply even if no Order was executed.

Upon the earlier of, Customer checking “I agree” where applicable and/or upon its access and/or use of the Platform, Customer acknowledges that it has read this Terms of Use, understands it, and agrees to be bound by it. 

If Customer is accepting this Agreement on behalf of another legal entity, the Customer herby represents and warrants that it has the authority to bind such entity to the terms and conditions contained herein. 

OGY Materials shall mean any official documents provided by OGY in regards of the agreement such as manuals and API Documentation. 

1 – The Platform

1.1 – Company Operating the Platform. OGY operates the Platform as part of the “Wave BL Network”.

1.2 – License Granting. Subject to Customer’s compliance with the terms and conditions of the Agreement, the usage limitations specified in the Order and payment of all applicable fees, OGY hereby provides Customer with a personal, limited, non-exclusive, non-sublicensable, non-transferable, non-assignable right to access and use the Platform, during the term of this Agreement for its internal business purpose.

1.3 – Wave BL Network Bylaws. The customer further acknowledges and accepts that access and use of the Platform is subject to the “Wave BL Network Bylaws” as may be updated from time to time (subject to the mechanism outlined in the WAVE BL Network Bylaws) (the “Bylaws“).  The customer acknowledges that it has read, understood, and accepts the terms of the Bylaws. Capitalized terms used but not defined herein, shall have the meaning ascribed to them in the Bylaws.

2 – Warrants and representations.

2.1 – Customer Warrants and Representations. 

2.1.1 – No restriction on subscribing to Services – The Customer hereby represents it is not an entity and/or person barred or sanctioned from receiving access and use of the Platform under the laws of the country in which it is a resident or from which it uses the Platform, or any other applicable law and it will prevent access to the Account from any such third party.

2.1.2 Right to upload Customer Data to Platform – Customer warrants and represents to OGY that Customer possesses all rights required to lawfully upload Customer Data to the Platform and allow OGY to perform all actions needed in connection therewith in accordance with the access and use of the Platform, and further warrants and represents that Customer Data and/or the display of and access to such materials do not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third parties. Without derogating from any of OGY’s rights and remedies under the Agreement and/or under law, OGY will be entitled to immediately discontinue the access and use of the Platform or any part thereof in the event of any infringement, misappropriation, or violation of any rights of any third parties in connection with the Customer Data. The customer acknowledges and agrees that OGY has no obligation to review any of the contents of Customer Data provided to OGY for inaccuracy or completeness, or for the potential violation of any third-party rights.

2.1.3 – Accuracy of Account Information. During the process of creating the Account, the Customer shall be required to provide registration and set up details (“Account Information”). Customer warrants that it will provide accurate and complete information to OGY, and that it will update that information promptly in case it is changed. Customer represents and warrants that it has full right and authority to provide OGY with the foregoing information, including, without limitation, all third party’s needed consent (to the extent required under this Agreement or under any applicable law).

2.1.4 – Compliance. The Customer agrees that it will fully comply with applicable domestic and international laws, regulations, statutes, ordinances that govern its use of the Platform. Without limiting the foregoing and in recognition of the global nature of the Internet, Customer agrees to comply with all local and international rules regarding online conduct. Customer also agrees to comply with all applicable laws affecting the transmission of content or the privacy of persons including but not limited to all laws governing deceptive trade practices and/or online marketing and/or advertising and refraining from using the Platform for the transmission of illegal or prohibited content.

2.1.5 – Export Control.  The Customer agrees to comply with all applicable export control and sanctions laws and regulations including those of the United States of America, of member States of the European Union, and any other relevant country (“Export Control Laws“).  The Customer will not use or take advantage of the platform to violate, and will not cause OGY to violate, any Export Control Laws (e.g., by shipping or supplying goods or services to or from sanctioned countries).  Licenses or other authorizations required for the export of Customer’s goods or services will be the responsibility of Customer. Customer shall indemnify and hold OGY harmless from and against all claims, liabilities and expenses resulting from Customer’s failure to comply with applicable Export Control Laws and economic sanctions of the applicable jurisdictions. 

2.1.6 – Anti-Corruption/Anti-Bribery. Customer represents and warrants that neither it nor any of the its personnel have taken or will take any action that might cause OGY to violate any applicable anti-bribery law, namely: that neither it nor any of its personnel will, authorize, offer, give or agree to offer or give, directly or indirectly, any payment, gift or other advantage with respect to any activities undertaken relating to this Agreement which: (i) is intended to, or does, influence any person to act or reward any person for acting in breach of an expectation of good faith, impartiality or trust, or which it would otherwise be improper for the recipient to accept; or (ii) is made to or for the benefit of a public official, or to any person while knowing or being aware of a high probability that all or a portion of the payment, gift or other advantage will be offered or given to a public official, with the intention of influencing any act or decision of the public official in his/its official capacity, inducing such public official to use his/its influence to affect any act or decision of a government entity, or securing an improper advantage; or (iii) would otherwise violate applicable anti-bribery law.

2.1.7 – Safeguarding Customer Login Credentials

2.1.7.1 – The customer warrants it shall not share its password and any other access credentials (the “Login Credentials“), nor let anyone else access its Account or do anything else that might jeopardize the security of the Account; and will be responsible for all uses of its Login Credentials, whether authorized by it. Customer therefore acknowledges that its Account may be terminated if someone else uses it to engage in any activity that violates this Agreement or is otherwise improper or illegal.

2.1.7.2 – In the event Customer becomes aware of or reasonably suspects any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of its Login Credentials or unauthorized access to its Account, Customer warrants it shall immediately notify OGY and modify its Login Credentials; Subject to a 7 days prior notice OGY reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violatees such third party’s rights. Thereafter OGY shall ensure access to the Platform after the usernames are removed, reclaimed, or cancelled.

2.2 – OGY Warrants and Representations

2.2.1 – OGY maintains and shall always keep maintaining appropriate administrative, physical, and technical safeguards designed to protect the security of the Platform and Customer Data. 

2.2.2 – OGY ensures and warrants that its products and services shall not lead to the public disclosure of transactions and/or business relationships between the parties using its services.  Notwithstanding the aforementioned, making an available public address book on the Platform shall not be deemed as a disclosure of business relationships. Irrespective of the provisions in this Agreement, OGY warrants that there is no and will not be any personal identifiable data within its blockchain ledger.

2.2.3 – OGY makes no representation regarding the legality of the Services and the use of the Platform in regards to any specific Jurisdiction and the Customer shall be liable for evaluating the case in regards to any jurisdiction it elects to obtain the Services from. 

3 – OGY API License Grant. 

3.1 – API License. Subject to the terms and conditions of this Agreement, OGY grants Customer, a worldwide, personal, limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license to: (i) access and use the OGY’s application programming interface software that is called or queried under an API Call (“API”); (ii) access and use, for internal purposes only, the data obtained through the OGY API from the Customer’s data directory stored on the Platform (the “Database”); and (iii) where applicable, use and access certain OGY documentation and materials made available to Customer by OGY (the “API Documentation”). The API, Database and the Documentation shall hereinafter be referred collectively as the “API Materials” and shall be used solely for the purpose of connecting Customer’s software and/or Database to the API Materials, using the OGY API (the “API Integration”). 

3.2 – API Integration. The Customer is, and shall always remain, solely responsible and liable for the API Integration, and OGY will have no liability or obligations with respect to the same (including support obligations), unless otherwise set forth herein.

3.3 – API Updates. In the event that OGY updates or upgrades the API, appropriate documentation and notice shall be provided to the Customer. no less than seven (7) days prior to such change. 

4 – Consideration

4.1 – Fees. In consideration for the right to access and use the Platform under this Agreement, the Customer shall pay OGY the fees upon such plan stated in the Order. The Customer may upgrade the plans subject to prior written approval of OGY. When Customer upgrades, new fees become immediately applicable. Upon upgrade, the new fees for the subsisting billing period would be charged on a prorated basis and shall be payable in accordance with Section 4.2 (Payment).

4.2 – Payment Method. OGY may accept payments made by credit card, wire transfer, debit cards or other online payment services all as shall be detailed in the Order. Charges made through the Platform may be facilitated through third-party payment processing services (“Payment Processor(s)“). By agreeing to this Agreement or continuing to use the Platform, the Customer agrees to be bound by the Payment Processor(s) terms of use, as they may be modified by them from time to time. As a condition of OGY enabling payment processing services through the Payment Processor(s), Customer agrees to provide OGY accurate and complete information about Customer and its business, and Customer authorizes OGY to share transaction information related to Customer’s use of the payment processing services provided by Payment Processor(s). OGY may replace its third-party payment processing services without notice to the Customer. OGY shall use a third-party PCI compliant service provider to manage credit card processing. This service provider is not permitted to store, retain, or use billing information except for the sole purpose of credit card processing on OGY’s behalf. OGY does not store any credit card information on its servers that support the Platform.

4.3 – Payment Conditions. 

4.3.1 – All fees payable under the Agreement are: (i) paid upon receipt unless agreed otherwise in the Order, and (ii) non-refundable, net amounts and are payable in full, without any deduction of any kind including for taxes and/or duties. In addition, no amounts shall be set off by the Customer for any reason whatsoever. 

4.3.2 – The Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with the Agreement or its use of the Platform, except for taxes based on OGY’s net income.

4.4 – Late Payments. Any payments by the Customer that are not paid on or before the date such payments are due under the Agreement shall bear interest of three percent (3%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded monthly. OGY may use a third party to collect past due amounts. The Customer shall be required to pay for all reasonable costs OGY incurs in order to collect any past-due amounts. These costs may include reasonable attorneys’ fees and any other legal fees and costs. 

5 – Suspension, Term and Termination

5.1 – Term and Renewals. The Agreement shall commence as of the date set forth in the initial Order and, unless earlier terminated as set forth below, and, if not agreed otherwise in the Order, shall remain in effect for a period of twelve (12) months (“Initial Term“). Except as otherwise specified in the Order, after the Initial Term, the Agreement shall be automatically renewed for additional terms equal to the Initial Term (with the necessary pricing adjustments which OGY may implement, with at least sixty (60) days prior notice prior to the expiration of the Initial Term or any other term thereafter, as applicable) (each a “Renewal Term“). The term shall not be renewed in case either Party notifies the other Party in writing of its intent not to renew the Agreement, at least thirty (30) days prior to the lapse of the Initial Term or any Renewal Term. 

5.2 – Termination. 

5.2.1 – Right for Termination. Unless otherwise stated in Order, termination by either Party could be performed strictly at end of Initial Term and any subsequent Term subject to a 30-day advance notice prior to lapse of each Term. 

5.2.2 – Termination With Cause.  Either Party may terminate this Agreement subject to a 30-day advance notice if the other Party breaches any material term or condition of the Agreement and such breach is not remedied within fourteen (14) business days after receiving written notice thereof.   Without derogating from the other termination rights contained herein, a Party shall have the right to immediately terminate the Agreement, upon written notice, in the event the other Party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within ninety (90) days.

5.2.3 – Effects of Expiration. The following provisions shall apply upon the expiration of this Agreement, regardless of the cause:

1. Customer shall cease using the Platform and OGY Materials.
2. Customer shall pay OGY any amounts that have accrued before, and remain unpaid as of, the date of expiration.
3. Customer shall cease using, and either destroy or return to OGY, any Confidential Information in its possession.
4. Customer acknowledges that OGY may retain Customer Data for a period of up to thirty (30) days following the expiration date to allow Customer to request a copy of such data. After this period, OGY shall delete all such data.

5.2.4 – Termination due to Amendment to Bylaws – In case the Customer will be informed of an Amendment to the Bylaws (in accordance with Bylaws procedure), The customer shall be entitled to issue a 30-day notice of Termination within the period defined in the WAVE BL Bylaws for such performance of such action.

5.3 – Suspension. Without diminishing OGY’s rights under this Agreement or by law, OGY reserves the right to immediately suspend Customer’s access to and use of the Platform under the following circumstances:

1. Failure by the Customer to make timely payments of owed fees.
2. Breach and/or failure to comply with any provisions of Sections 1-2, 10, or 11.
3. If OGY reasonably believes that Customer is using the Platform in a manner that may cause harm to OGY or any third party, until OGY determines the threat of harm or actual harm has passed.
4. If OGY reasonably determines that Customer has acted in violation of any applicable law while using the Platform, or if OGY reasonably determines that Customer’s actions fall outside of reasonable standards, OGY may, at its sole discretion, immediately suspend Customer’s Account and prohibit its use of the Platform.
5. OGY shall not be liable to Customer, or to any third party, for any suspension resulting from the events described in this Section
6. Further to the above, Customer hereby agrees not to engage in the following actions while using the Platform:
   1. Grant access, rent, lease, sell, transfer, assign, and/or sublicense its Account to any person or entity without prior written agreement between the Parties.
   2. Upload or transmit (or attempt to upload or transmit) files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Platform.
   3. Violate the contractual, personal, privacy, intellectual property, or other rights of any party, including by using, uploading, transmitting, distributing, or otherwise making available any information or material through the Platform in a manner that infringes any copyright, trademark, design, patent, trade secret, or other rights of any party (including rights of privacy or publicity).
   4. Create false personas, multiple identities, or multiple user Accounts.
   5. Attempt to interfere with, hack into, or decipher any transmissions to or from the servers for the Platform.
   6. Not to defraud, or attempt to defraud, OGY or its customers, and to refrain from acting in bad faith in its use of the Platform.
   7. To refrain from building a competitive product or service or otherwise copying the features, functionality, or user interfaces of the Platform or enabling access to the Platform for any of OGY’s competitors, including the selection of passwords and access credentials for its users. 

6 – Platform Service and Availability 

6.1 – Service Level Agreement. OGY shall provide support and maintenance services for the support package purchased by the Customer according to our Service Level Agreement referred from the Order (marked as Annex B). 

6.2 – Security Measures. OGY uses a variety of security technologies and procedures in accordance with industry standards to perform backup to all Customer Data and help protect unauthorized access to or use of the Platform. Accordingly, without limitation to any other provisions of this Agreement, Customer acknowledges that it bears sole responsibility for adequate routinely backup of Customer Data and content stored on the Platform. In using the Services, Customer agrees to promptly notify OGY if it learns of a security breach related to the Platform.

6.3 – Material Changes to Platform. OGY may make changes or updates to the Platform (such as infrastructure, security, technical configurations, features and or the OGY API etc.) during any Term of the Agreement, including to reflect changes in technology, industry practices and patterns of system use. The terms of the Agreement will apply to any such changes and/or updates that OGY may make available to Customer.  If in OGY’s reasonable judgment, any such modification to the Platform materially reduces its functionality (“Material Changes to Platform”), OGY will inform Customer via the e-mail address associated with Customer’s Account no less than seven (7) days prior to such change. Customer’s continued access and/or use of the Platform following such notification for a period exceeding thirty (30) days shall be deemed to be Customers acceptance of the revised Platform. During the thirty (30) day period the Customer may terminate the engagement in accordance with the instructions outlined in clause 5.  

7 – Customer and Personal Data

7.1 – (i) The term “Customer Data” shall mean all the files or attachments uploaded or sent to Customer on platform and Customer details provided upon registration including Customers name, logo, trade dress, trademark or service, email address, contact details, as well as the account and contact information submitted to OGY by Customer (if any). 

(ii) The term “Personal Data” shall refer to any information relating to an identified or an identifiable natural person pursuant to Article 4 (1) of GDPR and any equivalent concept in applicable data privacy laws.

7.2 – Data Processing Agreement.  Unless mutually agreed otherwise, all data protection issues shall be subject to the Data Processing Agreement on the Company website (As amended from time to time). Personal Data and Customer Data will be held and used in accordance with the Data Processing Agreement. 

7.3 – Data Usage.  OGY will be entitled to use Customer Data solely for the purpose of analyzing and improving Platform services. OGY will not use any Personal Data contained in Customer Data.

7.4 – Customer Data Ownership.  OGY acknowledges that, as between Customer and OGY, Customer owns all rights, title and interest in the Customer Data. OGY acknowledges that nothing in the Agreement shall be construed to convey to OGY any rights in any copyrighted material of Customer. 

8 – Intellectual Property Ownership

8.1 – The Platform, OGY Materials including but not limited to any and all improvements, derivative works, and/or modifications of/to the foregoing (regardless of inventorship or authorship) and any materials, computer software (in object code and source code form), data or information employed by OGY pursuant to the Agreement, and any know-how, methodologies, equipment, or processes used by OGY to provide the Platform and/or OGY Materials, including without limitation all patent, copyright, trade secret and any other proprietary rights therein and any other deliverables provided by it hereinunder, are and shall remain the sole and exclusive property of OGY. Nothing herein constitutes a waiver of the OGY’s intellectual property rights under any law. OGY reserves all rights not expressly granted herein to the Platform.

8.2 – Nothing in this Agreement gives the Customer a right to use any of OGY’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features without Company’s written approval in advance.

8.3 – If OGY receives any feedback (whether orally or in writing)  (e.g., questions, comments, suggestions or the like) regarding the Platform and/or OGY Materials, whether through use of the Platform and/or OGY Materials, or any other communication with Company, (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to OGY and that such shall be considered OGY’S Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to OGY all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by OGY at its sole discretion, and that Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.

8.4 – During the course of Customer’s use of the Platform, OGY may collect information regarding Customer’s use of the Platform, such as information on which tools and/or services in the Platform are being used and how they are being used, connection time to OGY’s server, etc. Any such information gathered by OGY will be used in general, aggregated, non-personally identifiable form in connection with evaluating and improving OGY’s products and technology and for statistical purposes. Notwithstanding, the use of any of our online services, shall be subject to OGY’s Privacy Policy, as shall be updated from time-to-time. 

8.5 – Customer’s use of the Platform and/or OGY API is limited to that specifically and explicitly permitted in this Agreement. Customer shall not and shall not permit any third party to: (a) engage in, cause, or permit the reverse engineering, disassembly, de compilation or any similar manipulation or attempt to discover the source code or underlying ideas or algorithms of the Platform, OGY API or any part thereof; (b) bypass, alter, or tamper with any security or lockout features of the Platform and/or OGY API; (c) create any derivative work or translation of the Platform and/or OGY API; or (d) provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Platform and/or OGY API for the benefit of any third party in any way that is not permitted. 

9 – Confidentiality  

9.1 – Each party hereto (“Recipient“) shall keep any non-public information (“Confidential Information“) provided by the other party (“Discloser“), in strict confidence, and shall prevent and protect the Confidential Information of the Discloser from unauthorized disclosure or use. The Recipient shall not disclose any or all of the Confidential Information of the Discloser (including methods or concepts utilized therein) to anyone, except to the Discloser, and to the Recipient’s employees, affiliates and its employees and/or service providers who need to know such information in order to perform its obligations under the Agreement. The Recipient shall ensure that such employee shall be bound, prior to such disclosure, by a confidentiality undertaking with terms not less restrictive in comparison to the terms set forth in this Agreement.

9.2 – Confidential Information shall be treated as such (i) if in written, recorded, electronic, graphical or other tangible form, is marked as confidential and/or proprietary or with a similar legend or other notation denoting the confidential nature of the information or the proprietary interest of the Disclosure therein; or (ii) if disclosed orally, is identified orally as confidential and/or proprietary at the time of disclosure and shall be followed by transmittal of a reasonably detailed written summary of the information provided to the Recipient and labeled as confidential and/or proprietary within thirty (30) days of disclosure. For clarity and notwithstanding the above, the features, functionality and content of the Platform (including all data and information made available by OGY via the Platform), any documentation, the fees charged hereunder and any information regarding planned modifications or updates to the Platform or other OGY products and services constitutes Confidential Information of OGY.

9.3 – Information shall not be considered as Confidential Information if such information: (a) was or hereafter becomes known to the Recipient prior to the disclosure by the Discloser; (b) was at the time of disclosure to the Recipient, or subsequently became generally available to the public through no act of the Recipient; (c) was received by the Recipient from a third party without restrictions as to disclosure; (d) was independently developed by the Recipient without use of the Confidential Information of the Disclosure; or (e) required to be disclosed by a court or governmental authority or by applicable law or regulation, provided however, that (i) the Recipient notifies the Disclosure of such disclosure, to the extent not limited by law; and (ii) to the extent possible, provides the Disclosure with the opportunity to oppose the disclosure or obtain a protective order.

9.4 – Either party may disclose this Agreement to potential parties to an acquisition, investments, or similar transaction to facilitate due diligence and closing of the transaction, provided that the potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction.

9.5 – At the request of Discloser, the Recipient shall return, demonstrably destroy or provide evidence it has previously destroyed all Confidential Information (including any copies) received from Discloser or an Affiliate, in whatever form it is available and/or stored by the requested Party, without delay, at the latest within thirty working days of receipt of the request. The only exceptions to this are legally binding storage obligations as well as routinely made backup copies of electronically stored data; in this respect, the obligation pursuant to Section 11.1. shall continue to apply.

10 – Indemnification 

10.1 – Company Indemnification. OGY shall defend and hold Customer and its officers, directors and employees harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party alleging that the Platform, when used in accordance with this Agreement, infringes the copyright, patent or other intellectual property ownership rights of a third party and shall pay any damages awarded by court against the Customer that are attributable to any such claim.

10.2 – Required Changes to Platform. Notwithstanding the above, should the Platform become, or in OGY’s opinion, is likely to become the subject of such a claim, OGY may, at its option and as Customer’s sole and exclusive remedy in connection with the foregoing, (a) procure for Customer the right to continue using the Platform under the terms of this Agreement; (b) replace or modify the Platform so that it is non-infringing and substantially equivalent in function to the enjoined Platform; or (c) if options (a) and (b) above cannot be accomplished despite OGY’s reasonable efforts, then OGY may terminate this Agreement and refund to Customer the pro-rate fees which were prepaid by Customer hereunder in advance for use of the Platform.

10.3 – Exceptions. Notwithstanding the foregoing, OGY shall have no liability or obligation to Customer hereunder with respect to any claim for infringement based upon or arises out of (i) the use or combination of the Platform with any software or hardware, products, data or other materials not provided by OGY and where such claim would not have occurred absent such use or combination; (ii) the modification or alteration of the Platform by anyone other than OGY; (iii) compliance by OGY with designs, plans or specifications furnished by or on behalf of Customer; or (iv) the use of the Platform in excess of the rights granted in or in breach of this Agreement. 

10.4 – Customer Indemnification. Customer shall indemnify, defend and hold OGY, and its officers, directors and employees harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party relating to: (a) Customer’s use of the Platform; or (b) breach by Customer of any of its covenants, obligations and/or undertakings hereunder.

10.5 – Notices. The Party seeking indemnity under this Section 12 (“Indemnifiable Party“) shall give the other Party (“Indemnifying Party“) prompt, written notice of any claim to which the Indemnifiable Party seeks indemnity, and shall give sole control of the defense and settlement of such claim to the Indemnifying Party, and all reasonable assistance to defend such claim, provided that the Indemnifying Party shall not settle the claim if such settlement entails any liability on the Indemnifiable Party without the Indemnifiable Party’s written consent, provided that such consent is not unreasonably withheld, conditioned or delayed. Failure of the Indemnifiable Party to give said notice to the Indemnifying Party shall not affect the Indemnifying Party’s indemnification obligations hereunder, except where such failure jeopardizes the Indemnifying Party ability to defend or settle such claim. The Indemnifiable Party shall not agree to make any admissions or settle the claim without the Indemnifying Party’s written consent, provided that such consent is not unreasonably withheld, conditioned or delayed. The Indemnifying Party shall regularly update the Indemnifiable Party on the progress of the defense or settlement of such claims. The Indemnifying Party shall have no obligations under this Section 11 to the extent that the indemnifiable claims result from the Indemnifiable Party’s breach of this Agreement or unauthorized use of or modifications of the Platform.

11 – Limitations of Liability 

11.1 – Unauthorized Access to Account. OGY will have no liability to Customer for any unauthorized access to its account performed using its Login Credentials and/or information, or any resulting corruption, deletion, destruction or loss thereof.

11.2 – Warranty Disclaimer 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ANY INFORMATION PROVIDED UNDER THE AGREEMENT AND ANY RELATED SERVICES ARE PROVIDED “AS IS” AND OGY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PLATFORM AND/OR OGY MATERIALS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE FUNCTIONALITY AND PERFORMANCE OF THE PLATFORM OR USE OF RESULTS OBTAINED THEREOF. 

CUSTOMER AGREES THAT OGY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO CUSTOMER OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL INTERNET PROBLEMS OR SLOW   CONNECTIONS OR TRAFFIC CONGESTION; ALL OF WHICH ARE NOT UNDER OGY’S CONTROL CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT OGY SHALL NOT BE RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE PLATFORM AND/OR THE OGY MATERIALS. CUSTOMER’S INTERACTION WITH ANY OTHER USER OF THE PLATFORM, IS AT CUSTOMER’S SOLE RISK. IF CUSTOMER HAS A DISPUTE WITH ANY OTHER USER OF THE PLATFORM AND/OR OGY MATERIAL (INCLUDING WITH REGARD TO ANY PAYMENT OBLIGATION), CUSTOMER AGREES THAT OGY IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. 

11.3 – Limitation of Liability. In no event shall OGY or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or loss or damages to goodwill, in connection with this agreement regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if OGY has been advised of the possibility of such damages or loss. notwithstanding anything to the contrary herein, under no circumstances will OGY’s total and aggregate liability to customer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to the agreement, exceed the fees actually paid by customer to OGY for the right to use the platform in the twelve (12) months preceding such claim.

11.4 – System Failure. It is hereby clarified that this section shall not derogate from OGY’s responsibility with respect to “system failure” as specifically stated in the wave bylaws

12 – Miscellaneous

12.1 – Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales, without application of its principles of conflicts of law. The Parties irrevocably consent to the exclusive jurisdiction of the competent courts in London, England, to adjudicate all disputes arising from or related to this Agreement to the exclusion of the jurisdiction of any other court; however, OGY shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory. The Parties further agree that the United Nations Convention on the International Sales Goods shall not apply to the Agreement. 

12.2 – Exclusion of Contracts (Rights of Third Parties) Act 1999. – The parties to these Bylaws do not intend any of the Bylaws to be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to them.

12.3 – Publicity. Both Parties may refer to the other party on  website(s) and other marketing materials. 

12.4 – Assignment. Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under this Agreement without the prior written consent of the other party, provided however, that a party may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of its assets or other such corporate reorganization. 

12.5 – Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall in no way be affected, impaired or invalidated.

12.6 – Entire Agreement. The terms and provisions contained herein and in the Order alongside with all annexes, constitute the entire agreement between the parties hereto with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matters hereof.

12.7 – Amendments. OGY reserves the right to amend this Agreement at any time in its sole discretion. OGY will send an email with notice of any such amendments to the email address Customer listed in its Account. Any such amendments shall become effective on the date that is thirty (30) days after the date of OGY’s email notice to you. If you do not accept, or refuse to be bound by, any of OGY’s proposed amendments, Customer may terminate this Agreement prior to the expiration of the thirty-day notice period by providing written notice of termination to OGY. If Customer terminates this Agreement within notice period, the proposed amendments will not take effect and will not be binding on Customer. However, if Customer does not terminate this Agreement as provided above within the notice period, then Customer’s continued use of the Platform will constitute its acceptance of the proposed amendments and these amendments will be binding on Customer. Except as provided in this Section 14.7, no other act, document, usage, or custom shall be deemed to amend this Agreement.  

12.8 – Waiver. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a Party in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of that Party under this Agreement, or operate as a waiver of any breach by a Party of any of the terms or conditions of this Agreement.

12.9 – Independent Contractor. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of the Platform and/or the Agreement.

12.10 – Survival. Termination of the Agreement shall not affect any provision of the Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination.

12.11 – Notices.  (i) Any notice provided pursuant to the Agreement shall be in writing and shall be sent by registered mail, or e-mail with notice of receipt requested, or by hand delivery to the addresses of the parties as specified herein. Notices sent to OGY shall be addressed to OGY Docs Inc., legal@wavebl.com and to Customer’s address set forth in the Order, or to the address otherwise designated from time to time in writing by the Parties. All notices will be deemed to have been delivered five (5) business days after being mailed (return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand or by email (with confirmation of receipt). (ii) Notices to Customer may be made via the Platform and/or e-mail. OGY may also provide notices of changes to these terms or other matters by displaying notices or links to notices to Customer generally on the Platform. Customer agrees that all agreements, notices, disclosures, and any other communications that OGY provides as aforementioned satisfy any legal requirement that such communications be in writing. All email notices sent to Customer will constitute sufficient and effective delivery and notice to it, whether or not Customer accesses or reviews the notice and shall be deemed to have been delivered to it, whether actually received by it or not.