WaveBL

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 (as defined below) on the Platform (the “Service”). 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, these 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 Agreement, understands it, and agrees to be bound by it.  

Customer declares that by acceptance of this Agreement and/or by using the Platform it is of legal age to form a binding contract  with OGY.  

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

The Customer hereby represents it is not an entity and/or person that is 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 not enable access to the account by any such third party. 

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 Application &Network Bylaws) (the  “Bylaws“). The Bylaws attached hereto and marked as Annex A.. Upon creation of the Account, 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 Wave Bylaws. 

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 SaaS Platform on 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 shall provide 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. Place of service providing. The Service is provided at entrance to the Platform interface. The Customer is hereby  advised to ensure that its computer, operating systems, computer networks and network connections,  telecommunications facilities or mobile devices meet all the necessary technical specifications to enable it to access  and use the Platform. OGY does not provide the Customer with the equipment to access and/or use the Platform.  Customer is responsible for all fees charged by third parties related to its access and use of the Platform. 

1.4. Evaluation Period. OGY may, at its sole discretion, offer a free trial subscription to the Platform, on which the  Account was provisioned and ending at the date determined specified in the Order and if not specified for one (1) 

months (“Evaluation Period”). Unless otherwise agreed between the Parties, no fees are due from the Customer for  use of the Platform during the Trial Period. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,  DURING THE EVALUATION PERIOD THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT  ANY WARRANTY WHATSOEVER AND COMPANY WILL HAVE NO WARRANTY, INDEMNITY OR OTHER OBLIGATIONS  OR LIABILITIES WITH RESPECT TO THE EVALUATION PERIOD. FOR GREATER CLARITY, OGY SHALL NOT BE LIABLE FOR  HEREUNDER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR  LOSSES WHATSOEVER; NOR FOR DAMAGES OR LOSSES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF  BUSINESS INFORMATION, LOSS OF GOODWILL, OR DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE,  THE PLATFORM. In the event of any inconsistencies between the terms of this Section and other provisions of this  Agreement, the terms specified in this Section shall prevail with respect to the Evaluation Period.  

1.5. Platform Modification. OGY reserves the right to update or modify the Platform from time to time as further detailed  herein. If, in OGY’s reasonable judgment, any such modification to the Platform materially reduces the functionality  of the Platform, OGY will inform Customer via the contact details associated with its Account (as defined below), no  less than seven (7) days prior to such change. Customer’s continued access and/or use of the Platform following such  changes or modifications shall be deemed to be acceptance of such revised Platform and/or Agreement. 

 

  1. ACCOUNT INFORMATION .  

2.1. During the process of creating an account in order to access the Platform (“Account“), the Customer may be required  to provide certain information including the selection of a password (the “Login Information“). The following rules  govern the security of Customers Account and Login Information. For the purposes of this Agreement, references to  Account and Login Information shall include any account and account information, including user names, passwords  or security questions, whether or not created for the purpose of using the Platform, that are used to access the Platform:  

  1. Customer warrants that it will provide the 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, any third party’s consent (to the extent  required under any applicable law). 
  2. Customer shall not share its Account or Login Information, nor let anyone else access its Account or do anything  else that might jeopardize the security of the Account;  
  3. 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 Information or unauthorized access to its Account,  Customer must immediately notify OGY and modify its Login Information; 
  4. Customer is solely responsible for maintaining the confidentiality of the Login Information, and will be responsible  for all uses of its Login Information, whether or not authorized by it;  
  5. Customer is responsible for anything that happens through its Account, whether or not such actions were taken by  it, including, for the avoidance of doubt, actions taken by third parties. 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;  
  6. Customer undertakes to monitor its Account and restrict use by any individual barred from fulfilling the conditions  set in this Agreement and/or using the Platform, under the provisions listed herein or any applicable law. Customer  shall accept full responsibility for any unauthorized use of the Platform by any of the above mentioned; 
  7. 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 violates such third party’s rights. Thereafter OGY shall ensure access to the Platform after the usernames are removed, reclaimed or cancelled. 
  8.  
  9. RULES OF CONDUCT AND USAGE

3.1. Authority and Compliance. Customer represents and warrants that it has full right and authority to use the Platform  and to be bound and bind any other third party it provides access to the platform by this Agreement. Customer agrees  that it will fully comply with this Agreement and all 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. 

3.2. Suspension due to misconduct. Customer hereby agrees that in case that OGY reasonably determines that Customer  has acted in violation of this Clause 3, or any applicable law while using the Platform, or if OGY reasonably determines 

Customer’s actions fall outside of reasonable standards, OGY may, at its sole discretion, suspend Customer’s Account  and prohibit it from using the Platform. In furtherance of the foregoing, Customer hereby agrees that by using the  Platform it shall not act as follows:  

  1. Grant access, rent, lease, sell, transfer, assign and/or sublicense it’s Account to any person or entity which was not  agreed on in writing 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 made available  through the Platform in any 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, multiple user Accounts, set up an Account on behalf of someone else. e. Attempt to obtain passwords or other private information from other members including personally identifiable  information (whether in text, image or video form), identification documents, or financial information. f. Upload or transmit (or attempt to upload or to transmit), any material that acts as a passive or active information  collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”),  1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware”, “passive collection  mechanisms” or “pcms”). Use any robot, spider, scraper, data mining tools, data gathering and extraction tools,  or other automated means to access the Platform for any purpose. 
  5. Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Platform. h. 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. 
  6. To build a competitive product or service or to otherwise copy the features, functionality or user interfaces of the  Platform or to enable access to the Platform to any of OGY’s competitors. 

3.3. Export Control. The Customer agrees to comply with all applicable export control and sanctions laws and regulations  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 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 any and all claims, liabilities and expenses resulting from Customer’s failure to  comply with applicable Export Control Laws and economic sanctions of the applicable jurisdictions.  

3.4. 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. 

 

  1. OGY API LICENSE GRANT.

4.1. 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”).  

4.2. API Integration. 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.

4.3. 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.  

 

  1. CONSIDERATION

5.1. Fees. In consideration for the right to access and use the Platform under this Agreement, the Customer shall pay OGY  the fees upon such terms and dates stated in the Order (“Order Fees”).  

5.2. 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 and/or during the payment process in the Platform. All payments to be  made by Customer, must be made in cleared funds, meaning without any deduction or set-off, even if some portion of  the amount paid by Customer is required by any bank, or governmental, fiscal or other authority. If Customer is  required to make any such deduction, Customer must pay such additional amounts as are necessary to ensure OGY’s  receipt of the full amount charged.  

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 may use a third-party 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. 

5.3. Other Conditions. 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. 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. 

5.4. 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 quarterly. 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 other legal fees and costs.  

  1. SUSPENSION, TERM AND TERMINATION

6.1. Suspension. Without derogating from OGY’s rights under this Agreement or by law, OGY reserves the right to  suspend Customer’s access and use the Platform: (i) for any account for which any payment is due but remains unpaid  after thirty (30) days written notice of such delinquency or (ii) if OGY reasonably believes Customer is using the  Platform in a manner that may cause harm to OGY or any third party until such time as OGY believes the threat of  harm, or actual harm, has passed. Customer agrees that OGY shall not be liable to Customer, or to any third party, for  any suspension resulting from the events described in this Section. 

6.2. 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 an 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 expiration of  the Initial Term or any Renewal Term.  

6.3. Change of Plan. The Customer may upgrade the Plans subject to prior written approval of OGY.. When Customer  upgrades, new Order Fees become immediately applicable. Upon upgrade, the new Order Fees for the subsisting  month would be charged on a prorated basis and shall be payable in accordance with Section 5.2 (Payment).  Subsequent months will be charged in full according to the new Order Fees and any credits will be adjusted  appropriately. 

6.4. Termination with cause. Either Party may terminate this Agreement upon a thirty (30) days 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. Notwithstanding the foregoing, OGY may immediately, by  written notice to Customer, suspend the Agreement if Customer fails to make any timely payment of fees owed or  in case of breach and/or failure to comply with any of the provisions of Sections 1-3, 10, or 11 or in the event of a  suspected or actual security breach of the Platform. 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. 

6.5. Amendments 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. 

6.6. Effects of Expiration. The following shall apply with respect to the expiration or termination of this Agreement,  howsoever arising: 

6.6.1. Upon expiration of the Agreement, (i) Customer shall cease to use the Platform and OGY Materials, (ii) pay OGY  any amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, and (iii)  Customer shall cease to use and shall either destroy or return to OGY any Confidential Information in its possession.  

6.6.2. Customer acknowledges that OGY may retain Customer Data for a period of up to thirty (30) days following the  expiration date in order to permit Customer to request a copy of such data. Following such period, OGY may be entitled  to delete all such data. 

6.6.3. In case of any notice of Termination, access and usage shall remain unaffected until expiration. 

6.7. 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. 

  1. PLATFORM AVAILABILITY

7.1. Service Level Agreement. OGY shall provide support and maintenance services for the support package purchased  by the Customer according to our Service Level Agreement (attached and marked as Annex B). 

7.2. Security Measures. OGY uses a variety of security technologies and procedures in accordance with industry standards  to 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 security, protection and  backup of its data, content, software programs or services it uses in connection with access to or use of the Platform.  OGY strongly encourages the Customer, where available and appropriate, to take measures to protect its data, content,  software applications or services, including without limitation using encryption technology to protect from  unauthorized access, and to routinely archive as appropriate. In using the Platform, Customer agrees to promptly notify  OGY if it learns of a security breach related to the Platform. 

7.3. 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 the 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, any such modification to the Platform  materially reduces its functionality, OGY will inform Customer via the e-mail address associated with Customer’s  Account no less than fourteen (14) 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 6.4. Any update or modification by OGY to its Platform shall in no event materially  reduce or weaken the Platform capability or data security level.

 

  1. 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. 

 

  1. CUSTOMER DATA

9.1. Data Processing Agreement. Data protection issues shall be subject to the Data Processing Agreement (attached  and marked as Annex C). Any personal data Customer provides when creating or updating the Account, which may  include Customer’s name, age, birth date, gender, address, geographic location, e-mail address, picture and any such  other information, will be held and used in accordance with the Data Processing Agreement.  

9.2. Data Usage. To provide access and usage rights to the Platform, Customer support and for analyzing and improving  the Platform, OGY will be entitled to use the Customer Data. For analyzing and improving the Platform OGY will not  use Customer Data that contains any personal data. 

9.3. 

9.4. Customer Data. The term “Customer Data” shall mean Customers name, logo, trade dress, trademark or service  mark, email address, contact details and the files or attachments submitted to OGY by Customer as part of the Platform,  files transmitted by or to the Customer with the use of the Platform, as well as the account and contact information  submitted to OGY by Customer (if any). 

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

9.5. 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.  

9.6. Customer Warrants and Representations. Customer warrants and represents to OGY that Customer possesses all  rights required to lawfully provide the Customer Data to OGY and allow OGY to perform such acts 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. 

9.6.1. 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.

9.7. No identifiable data on blockchain. Irrespective of the provisions in this Agreement, OGY warrants that there is no personal identifiable data within the blockchain as the basic idea of Blockchain (permanence of data) contradicts the  GDPR requirements (Article 5 GDPR). 

9.8. Company Warranties. 

9.8.1. OGY shall maintain appropriate administrative, physical, and technical safeguards designed to protect the  security of the Platform and Customer Data.  

9.8.2. OGY ensures and warrants that its products and services fully comply with the applicable requirements of the  GDPR, at least by default. 

9.8.3. OGY ensures and warrants that its products and services do not lead to the public disclosure of transactions  and/or business relationships towards third parties. Notwithstanding the aforementioned, making available public  address book on the Platform shall not be deemed as a disclosure of business relationships. 

 

  1. INTELLECTUAL PROPERTY OWNERSHIP

10.1. 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

10.2. 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. 

10.3. 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. 

10.4. 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 on-line services, shall be subject to  OGY’s Privacy Policy, as shall be updated from time-to-time.  

10.5. 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, decompilation 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. 

 

  1. CONFIDENTIALITY

11.1. 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. 

11.2. 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. 

11.3. 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. 

11.4. 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. 

11.5. 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. 

  1.  
  2. INDEMNIFICATION

12.1.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. 

12.2.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. 

12.3.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.  

12.4.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.

12.5.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. 

  1.  
  2. LIMITATIONS OF LIABILITY

13.1. OGY strives to keep its Platform secure, but cannot guarantee that it will always be successful at doing so, given the  nature of the Internet. Accordingly, OGY will have no liability to Customer for any unauthorized access, copying  or use of the Customer’s Account and/or information, or any resulting corruption, deletion, destruction or loss  thereof. 

13.2. 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. 

13.3. 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. 

  1.  
  2. MISCELLANEOUS

14.1. 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.  

14.2. 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. 

14.3. Publicity. To the extent prior agreed to by Customer, OGY may identify Customer on OGY’s website(s) and other  marketing materials as a user of the Platform.  

14.4. 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.  

14.5. 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. 

14.6. 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. 

14.7. Amendments. (1) 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. 

14.8. 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. 

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

14.10. Notices. 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). 

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. Any and 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. 

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