TERMS OF USE

 

 

PREAMBLE

 

Thanks for using Yawave’s products and services (“Services”).

 

These terms of use contain the terms under which Yawave and its affiliates provide their Services to you and describe how the Services may be accessed and used.

 

Depending on which Services you use, additional terms and policies (including rules, guidelines and other similarly named documents) presented with those Services may apply (“Additional Terms”). Those Additional Terms become a part of your agreement with us if you use those Services. We refer to the combination of this terms of use and any applicable Additional Terms collectively as these “Terms”.

 

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.

 

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

 

 

WELCOME TO YAWAVE

 

AIM OF YAWAVE

 

Yawave is a service that pursues the aim of empowering people and organizations to better leverage network connections in order to reach their specific objectives.

 

Yawave focuses both on professional and private domains.

 

NEW OPPORTUNITIES TO REWARD SOCIAL CONTRIBUTION

 

Yawave would particularly like to provide you with new opportunities to motivate, track and reward individual contributions in a temporary, dynamic network (“Social Wave”) that aims at achieving a specific objective you may have. In order to meet these aims, Yawave collects and displays information. This takes place in line with your privacy settings and declarations of consent.

 

 

AGREEMENT

 

By using and/or visiting the www.yawave.com website and/or any sub-website of www.yawave.com ("Yawave Websites") that is owned, maintained and operated by Yawave AG ("Yawave") and by using any of the services provided on the website you signify your assent to these Terms. If you do not agree to any of these terms, then please do not use the Yawave website.

 

You agree that by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services, you are entering into a legally binding agreement (even if you are using our Services on behalf of a company).

 

Registered users of our Services are “Members” and unregistered users are “Visitors” (collectively referred to as "User" or "Users"). This Agreement applies to both.

 

Wave Owners may publish their own terms ("Wave Owner Terms") as content in their Wave. Such Wave Owner Terms must not contradict with the provisions in these Terms. Wave Owner Terms affect solely the agreement between the Wave Owner and the Wave Participants. By participating in a Social Wave you agree to the Wave Owner Terms of the respective Social Wave.  

 

In order to participate in certain Yawave Services or wave types, you may be required to agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Yawave Services in which you choose to participate, those Additional Terms are hereby incorporated into this Agreement as an integral part hereof.

 

The user warrants that they are of legal age. In the event that the user acts on behalf of a legal person for certain applications, the user warrants that they are authorized to act in the name of the legal person. Upon request, the user shall submit proof thereof. It is technically impossible for Yawave to determine with certainty whether any user registered on the Yawave Websites or using Yawave Websites is in fact the person he or she claims to be. Therefore, Yawave assumes no liability for the actual identity of a user.

 

 

HOW WAVES WORK

 

CORE APPLICATION – SOCIAL WAVE

 

The Social Wave is the core application of the Yawave service. The initiator of a wave (“Wave Owner”) creates a content page and sets an objective as state of success, defines incentives for objective achievement and launches the Social Wave through an initial set of contacts or posts on social platforms. Users receiving the wave message or browsing it on the Yawave discovery page (“Wave Participants”) can see the wave content and decide to (1) further refer to other participants and / or (2) convert (i.e. objective-related action, for example purchase, donation, application).  The Wave Owner can offer rewards for specific Wave Participants activities and reward individual contributions.

 

TRANSPARENCY

 

Transparency is a key success factor for most of the Social Waves. As a consequence, what you do (especially wave participation, referrals and conversion actions) and what you say (especially comments) on the Yawave Services may be viewed all around the world by any User. Your Social Wave behavior can be seen by anyone. The Wave Owner can limit transparency for his wave.

 

You are responsible for your use of the Services, for any Content you submit, upload or post (“Content”) to the Services, for any Referrals you make and for any consequences thereof. Most Content you submit or referrals you make through the Yawave Services is public by default and will be able to be viewed by other users and through third party services and websites. Members (see Membership) can create and choose different visibilities and therefore steer how they appear in Social Waves. Learn more here, and go to the account settings page to control your own visibilities in different waves.

 

If you do not change your visibility in wave, you will be visible according to the default visibility set in your account.

 

REFERRALS

 

Referrals are a key lever of Social Waves, and Yawave provides several tools to incentivize such referrals, or in general specified participant wave activities. The Wave Owner can define incentive benefits and the related conditions for issuing such benefits through Wave Owner Terms. In any case the Wave Owner defining the incentives has to ensure that the incentive scheme of his Social Wave is compliant with local law and with the laws of Switzerland respectively.

 

It is the aim of Yawave Services that users refer a Social Wave in a very selective and targeted way to those contacts only that are highly relevant for a specific Social Wave objective – as the quality of a Social Wave increases with such referral behavior. In order to avoid mass email distribution and abusive email distribution Yawave can limit the amount of Emails a Wave Owner or a Wave Participant can send.

 

OWNER/PARTICIPANT RELATIONSHIP

 

Yawave provides a platform for Social Waves. When a Wave Owner launches a wave on Yawave, they’re inviting other people to participate and / or refer the Social Wave further.

 

For each wave activity that is relevant for incentives (defined by the Wave Owner) the wave participant receives the respective reward benefits in his Yawave Wallet. The wave owner is responsible to fulfil each incentive reward within promised timeframe. In case the Social Wave is being stopped prior to the intended end date the Wave

Owner must fulfil all incentives that have been issued prior to that date.

 

The owner may need to send you questions about your reward. To deliver rewards, the Wave Owner might need information from you, like your mailing address for delivery of physical rewards or bank account details for delivery of monetary rewards. To receive the reward, you’ll need to provide the information in a reasonable amount of time.

 

In some Wave Types (e.g. Sell, Fund, Event – see below) the Wave Owner invites the converting Wave Participants (e.g. Buyer, Backer, Ticket-Buyer) to form a contract with them. Anyone who is participating in such a wave is accepting the Wave Owner’s offer, and forming that contract.  

 

OWNER OBLIGATIONS

 

The Wave Owner must fulfil each incentive reward that has been issued. Once an owner has done so, they’ve satisfied their obligation to their Wave Participants.

 

The Delivery Timeframe for incentive rewards is defined by the Wave Owner.

 

Throughout the process, Wave Owners owe their Wave Participant a high standard of effort, honest communication, and a dedication to achieving the Social Wave’s objective.

 

OWNER OBLIGATIONS

 

As Wave Participant you owe your Wave Owner and the other Wave Participants honest communication.

 

You will not attempt to inflate your rewards by providing false information or circumventing or otherwise compromising the Social Wave or the Yawave systems. In such case we will block you as Wave Participant and you lose your right to benefit.

 

YAWAVE ROLE

 

Yawave is not part of any agreements between Wave Owners and Wave Participants.

 

We don’t oversee Social Waves’ performance, and we don’t mediate disputes between Users. Yawave isn’t liable for any damages or losses related to your use of the Services. We don’t become involved in disputes between Users, or between Users and any third party relating to the use of the Services. We don’t oversee the performance or punctuality of Social Waves, and we don’t endorse any Content Users submit to the site. When you use the Services, you release Yawave from claims, damages, and demands of every kind — known or unknown, suspected or unsuspected, disclosed or undisclosed — arising out of or in any way related to such disputes and the Services. All Content you access through the Services is at your own risk. You’re solely responsible for any resulting damage or loss to any party.

 

Yawave reserves the right to cancel any participation to any Social Wave, at any time and for any reason. We have the right to reject, cancel, interrupt, remove, or suspend any Social Wave at any time and for any reason. Yawave is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.

 

 

SERVICES

 

PROVISION OF SERVICES

 

The Services are provided on an "as is" and "as available" basis. We do not guarantee that the software or site will always be available, work, or be accessible at any particular time. Only users who are eligible to use our Software may do so. We reserve the right to terminate access for anyone. We cannot guarantee that the Software will work as advertised, or that it will give you the desired results.

 

Please note that the Website is currently in its BETA version and undergoing BETA testing. You understand and agree that the Services may still contain software bugs, suffer disruptions and not operate as intended or designated. Your use of the Services at this stage signifies your understanding of and agreement to participate in the Service BETA testing.

 

INTELLECTUAL PROPERTY RIGHTS

 

All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Yawave and its licensors. The Services are protected by copyright, trademark, and other laws. Nothing in the Terms gives you a right to use the Yawave name or any of the Yawave trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Yawave, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

 

USE OF THE SERVICE

 

Your use of the Services is at your sole risk.

 

Part of the Services (or special features) may be provided only to Users who subscribe for such Services and Yawave may charge fees for such Services.

 

You understand that Yawave can use third parties (e.g., hosting partners, apps) to provide the necessary resources (e.g., hardware, software, networking, storage, etc.) to run the Services.

 

You are responsible for deciding if you want to access or use third party apps or sites that link from our Services. If you allow a third party app or site to authenticate you or connect with your Yawave account, that app or site can access information on Yawave related to you and your connections. Third party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent it may be required by applicable law, Yawave is not responsible for these other sites and apps - use these at your own risk.  

 

Technical support is provided according to Membership level.

 

Yawave gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by Yawave as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Yawave, in the manner permitted by these Terms.

 

We have the right to limit how you connect and interact on our Services without notice or liability.

 

We have the right to decide who’s eligible to use Yawave. We can cancel accounts or decline to offer our Services. (Especially if you’re abusing them.) We can change our eligibility criteria at any time. If these things are prohibited by law where you live, then we revoke your right to use Yawave in that jurisdiction.

 

You agree to use the Services only for purposes that are permitted by these Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

 

Violation of any of the terms can result in the termination of your user-account or access to the Services. Violation of any of the terms will also terminate your usage rights of the Services.

 

You can browse Yawave and even make anonymous referrals without registering for an account. But to use some of Yawave’s functions, you’ll need to register, choose an account name, and set a password. When you do that, the account information you give us has to be accurate and complete. Don’t impersonate anyone else or choose names that are offensive or that violate anyone’s rights. If you don’t follow these rules, we may cancel your account.

 

CHANGES TO SERVICE

 

Yawave may stop, remove, modify, or add (permanently or temporarily) Services (or features within Services) at Yawave’s sole discretion. Any new, changed, or removed features are subject to the Terms. Continued use of the Services after any such changes constitute your consent to the changes.

 

NOTICES

 

As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, which you may not be able to opt-out from receiving.

 

ADVERTISING

 

On the public platform, the Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or any other information. The types and extent of advertising by Yawave on the Services are subject to change. In consideration for Yawave granting you access to and use of the Services, you agree that Yawave and its third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.

 

Our goal is to deliver advertising and other commercial or sponsored content that is valuable to our users and advertisers. In order to help us do that, you agree to give us permission to use your name, profile picture, Content, and information in connection with commercial, sponsored, or related content (such as a brand you like) served or enhanced by us.

 

 

SPECIAL PROVISIONS

 

PROVISIONS APPLICABLE FOR DEALS

Some wave types include deal elements (e.g. sell, fund, find) through which Wave Owners are inviting Wave Participants to form a contract with them. Anyone who is accepting the Wave Owner’s offer is forming that contract.

 

When successfully dealt, both parties must fulfil their obligations.

 

Yawave is not a part of this contract — the contract is a direct legal agreement between the Wave Owner and the contracting Wave Participants.

 

PROVISIONS APPLICABLE FOR DEVELOPERS/OPERATORS

 

Any use of the application programming interface (API) is bound by the Terms plus the following specific terms:

 

  • Abuse or excessively frequent requests via the API may result in the temporary or permanent suspension of access to the API. Yawave determines abuse or excessive usage of the API at its sole discretion.
  • Yawave reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. Yawave especially reserves the right to limit the number of requests via the API to a certain upper limit per time interval.
  • Your use of the API is free of charge up to a certain extent. Larger amounts of API transactions will be charged.
  • Yawave reserves the right to change the API's pricing model at any time. In such a case, you will of course be free to discontinue using the API.
  • As a user of the API, you may, within your product, indicate that your product utilizes the Yawave API. At other places or in other contexts, however, you may not use either the Yawave brand name or the Yawave logo. In particular, you may not use either the Yawave brand or the Yawave logo in the name of your product.

 

PROVISIONS APPLICABLE FOR DELEGATED WAVE MANAGEMENT

 

Yawave clients can delegate different tasks of Wave management to yawave, for example Wave setup, Wave launch, Wave steering, Wave settlement, etc.  (Delegated Wave Management). In such cases yawave acts on behalf of the client and is not responsible for any content, data or behavior within the client’s Wave.

 

 

PRIVACY

 

PRIVACY POLICY

 

Any information that you or other users provide to Yawave is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information.

 

DATA USAGE

 

Yawave collects, processes and/or uses personal data to fulfil our contractual obligations vis-à-vis you. Yawave provides you with a range of customized features, i.e. Yawave serves you certain information, offers, recommendations and services, and promotes interaction within your network based on collected data. In order to render these services, Yawave needs to process and use your personal data. Yawave provides you with the option of sharing your personal data, in whole or in part, to other users. Such data is shared at your own risk.

 

VISIBILITY

 

Yawave provides you with a special feature to steer and control your visibilities in different Social Waves. You can create different visibility cards that can then be applied to different Social Waves to either limit visibility to an anonymous profile or appear with full profile view. The wave owner always has full visibility of the wave network and its participants.

 

 

REGISTRATION AND ACCOUNT

 

MEMBERSHIP

 

In order to acquire membership (“Membership” or “Subscription”), you must register on the platform and select a password.

 

When you register initially you become a free member (“Free Membership”).

 

Companies that aim to use yawave for commercial purposes (wave owner commercial activities on behalf of a legal entity) must select a Corporate Membership. In case the software is being used for such purposes with a non-corporate Membership, yawave reserves the right to invoice the appropriate Membership fee in accordance with the corresponding utilization.

 

You have the option of switching your Free Membership to a paid membership on the social network (paid membership is hereinafter referred to as “Premium Membership”). In contrast to Free Membership, Premium Membership provides a number of additional and advanced features. Depending on your choice of payment method for the Premium Membership as offered by Yawave, the specific provisions regarding the payment methods offered by Yawave shall apply. Free Membership and Premium Membership will hereinafter be collectively referred to as “Yawave Membership”.

 

You can adjust the Membership with an upgrade or downgrade, according to your needs. An upgrade can be activated immediately – downgrades become effective at the end of the current Membership period («change upcoming subscription»). You are responsible for your utilization – in case the utilization is above the desired downgrade Membership at the end of the current Membership period, yawave cannot complete the downgrade.

 

OBLIGATIONS

 

You are responsible for maintaining the security of your account and Content, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the website. You agree to immediately notify Yawave in writing of any unauthorized uses of your account or any other breaches of security. Yawave cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Yawave be liable, in any way, for any acts or omissions by any Yawave User or other third party, including any damages of any kind incurred as a result of such acts or omissions.

 

You provide your real name and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your account:

 

  • You will not provide any false personal information on Yawave, or create an account for anyone other than yourself without permission.
  • You will not create more than one personal account. You can have different visibilities though.
  • If we disable your account, you will not create another one without our permission.
  • You will keep your contact information accurate and up-to-date.
  • You will not share your password (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account.
  • You will not transfer your account (including any page or application you administer) to anyone without first getting our written permission.
  • If you select a username or similar identifier for your account, we reserve the right to remove or reclaim it if we believe it is appropriate (such as when a trademark owner complains about a username that does not closely relate to a user's actual name).

 

If you don’t follow these rules, we may cancel your account.

 

You can terminate your account at any time. All provisions of this agreement survive termination of an account, including our rights regarding any Content you’ve already submitted to the site. (For instance, if you’ve launched a Social Wave, deleting your account will not remove the Social Wave from the site.)

 

 

USER CONTENT AND INFO

 

GENERAL

 

The Yawave Website permits the submission and uploading of Content submitted by you and other users and the hosting, sharing, and/or publishing of such User Content. You understand that whether or not such User Content is published, Yawave does not guarantee any protection with respect to such User Content.

 

When you publish Content or information, it means that you are allowing everyone, including people off of Yawave, to access and use that information, and to associate it with you (i.e., your name and profile picture) – always depending on the visibility you defined for the respective Social Wave.

 

RESPONSIBILITIES

 

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

 

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Yawave be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

 

While Yawave is not responsible for and does not review the user Content, Yawave reserves the right to delete any User Content that Yawave deems, in its sole discretion, racist, hurting, abusing, illegal, or unacceptable for any reason and with no need to provide explanations.

 

CONTENT LICENSE

 

You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).

 

You agree that this license includes the right for Yawave to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with Yawave for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use.

 

Such additional uses by Yawave, or other companies, organizations or individuals who partner with Yawave, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.   

 

We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

 

When you delete Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed Content may persist in backup copies for a reasonable period of time (but will not be available to others).

 

We always appreciate your feedback or other suggestions about Yawave, but you understand that we may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).

 

Yawave is allowed to use your Social Wave case for promotional communications.

 

 

CONTENT RESTRICTIONS

 

RESTRICTIONS

 

You will not post Content or take any action on Yawave that infringes or violates someone else's rights or otherwise violates the law.

 

If you become aware of misuse of the Yawave Services by any person, please report it with our abuse reporting tools.

 

COPYRIGHT

 

You promise that if we use your Content, we’re not violating anyone’s rights or copyrights. If Yawave or its Users exploit or make use of your submission in the ways contemplated in this agreement, you promise that this will not infringe or violate the rights of any third party, including (without limitation) any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

 

Any royalties or licensing on your Content are your responsibility. You will pay all royalties and other amounts owed to any person or entity based on your Content, or on Yawave’s hosting of that Content.

 

You will not use our copyrights or trademarks or any confusingly similar marks, except as expressly permitted by our Guidelines or with our prior written permission.

 

Yawave respects the intellectual property rights of others, and it is our policy to respond to claims of alleged infringement. If you believe that your work has been copied in a way that infringes your copyrights, please report it and provide all relevant details, including the exact location of the material claimed to be infringing your rights, reasonable evidence of such pleaded rights, and any other information as may be required.

 

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Yawave will also terminate a user’s account if the user is determined to be a repeat infringer.

 

OUR RIGHTS

 

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you.

 

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Yawave, its users and the public.

 

INFORMATION COLLECTION

 

If you collect information from users, you will: obtain their consent, make it clear you (and not Yawave) are the one collecting their information, and post a privacy policy explaining what information you collect and how you will use it.

 

 

SAFETY OBLIGATIONS

 

GENERAL PRINCIPLES

 

You agree to use the Services only for purposes that are permitted by (i) the Terms and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You will not use Yawave to do anything unlawful, misleading, malicious, or discriminatory.

 

You will not facilitate or encourage any violations of this statement or our policies.

 

Yawave provides tools for the Wave Participant to report abusive behavior. The Wave Owner is responsible that his Social Wave is compliant with these terms and the law. Users can also report abuse Social Waves to Yawave.

 

CONTENT

 

You are prohibited from blocking, overwriting, modifying and copying any Contents of the Yawave Websites, unless it is your own Content or said actions are necessary for the proper use of Yawave.

 

You are prohibited from distributing or publicly disclosing the Contents of any of the Yawave Websites or any other User, unless such a distribution or public disclosure is intended within the scope of the respective Yawave application, or unless the other User consented to said distribution or public disclosure.

 

You will not post Content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.

 

USAGE

 

You are not allowed to use our Services for illegal pyramid schemes.

 

You are not allowed to unreasonably annoy, particularly with spam, any other user. You are specifically obliged to

be selective in choosing your contacts for Social Wave referrals. 

 

You will not collect users' Content or information, or otherwise access Yawave, using automated means (such as

harvesting bots, robots, spiders, or scrapers) without our prior permission.

 

You will not solicit login information or access an account belonging to someone else.

 

You will not bully, intimidate, or harass any user.

 

You will not attempt to inflate your rewards / commissions by circumventing or otherwise compromising our systems.

 

OPERABILITY

 

You are prohibited from performing any actions which may impair the operability of Yawave's infrastructure, particularly actions which may overload said infrastructure.

 

You are prohibited from employing any mechanisms, software or scripts when using Yawave Websites. You are also prohibited from directly or indirectly advertising or distributing such mechanisms, software or scripts. You may, however, use, advertise or distribute interfaces or software that have been authorized by Yawave.

 

You will not upload viruses or other malicious code.

 

You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.

 

 

DURATION AND TERMINATION

 

GENERAL

 

Unless specifically precluded by separate terms and conditions regarding the term and termination of individual applications or Yawave memberships, the contractual relationship may be terminated by either party at any time.

 

MEMBERSHIPS

 

Either party may give notice and terminate free membership at any time without cause. In order to protect you from unauthorized deletion of your user profile by third parties, Yawave may perform an identity check upon termination, e.g. by requesting the username and an e-mail address registered on the Yawave websites.

 

Premium Membership shall run for the initial term selected by you during the upgrade process. After this term, the Premium Membership will be renewed by a term of the same length as the initial term, unless terminated with the termination button prior to ending of the current term, or in written form 14 days prior to ending of the current term, by you or Yawave. The maximum length of an automatic renewal term is one year.

 

You and Yawave may each terminate Premium membership without cause to the end of the initial term selected by you during registration process, or to the end of any renewal period after said minimum term expires. If Premium membership has been terminated, you are entitled to retain Free Membership until this membership is terminated, meaning that the additional and advanced Premium Membership features will no longer be available.

 

You can only terminate or downgrade Membership once you completed all your running Social Waves, meaning you fulfilled all pending obligations related to your Social Waves and its Wave Participants.

 

EXTRAORDINARY TERMINATION

 

Even if separate terms and conditions regarding term and cancellation are in place, both parties are entitled to immediate extraordinary termination for good cause at any time. Extraordinary termination for good cause is defined as an event which makes it unacceptable for the terminating party to continue the agreement until the end of the termination period, taking into account all circumstances of the individual case and weighing up the interests of both parties. A good cause for Yawave includes any of the following events:

 

  • If you fail to comply with any applicable legal provisions
  • If you breach a contractual obligation
  • If the reputation of the services offered on the Yawave Websites is substantially impaired by your online presence (if, for example, it is discovered after registration that you have been convicted of a criminal offence, and if said conviction is known to other users)
  • If you promote any communities or associations, or any of their methods or activities, which are under surveillance by authorities responsible for public safety or the protection of minors
  • If you cause harm to any other User(s) or
  • If you are a member of a religious sect or a denomination that is controversial.

 

In the event of a good cause in accordance with previous section and notwithstanding Yawave’s right to terminate the contract in accordance with previous section, Yawave is entitled to

 

  • delete Contents that you posted
  • block the your access to the Services on the Yawave Websites or to individual applications, or to
  • issue a warning.

 

Your right to claim reimbursement of any advance payments upon termination shall be excluded unless you have terminated the agreement for good cause attributable to Yawave. In the following cases, you shall not be entitled to claim reimbursement of any advance payments:

 

  • If Yawave has terminated the contract for good cause
  • If Yawave has blocked your access in accordance with previous section.

 

In case of extraordinary termination the Wave Owner has to fulfil all pending obligations related to his Social Wave. Account information may remain accessible in order to ensure fulfilment of all obligations.

 

Nothing in this section shall affect Yawave’s rights to change, limit or stop the provision of the Services without prior notice, as provided above.

 

 

FEES AND PAYMENTS

 

CHARGED SERVICES

 

Some of the Services offered on the website (e.g. Premium Memberships, Incentives / Benefits) require payment of fees ("Charged Services”). You shall pay all applicable fees, as described on the website in connection with such Charged Services selected by you. Yawave reserves the right to change its prices at any time (see prices). You authorize Yawave directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information that you provided.

 

PREMIUM MEMBERSHIPS

 

Premium membership fees are due immediately for the full term.

 

In order to ensure that you do not experience an interruption or loss of services, Premium Memberships offer an automatic renewal option.  The automatic renewal option automatically renews the applicable service for a renewal period equal in time to the original service period. For example, if your original service period is for one year, your renewal period will be for one year. While the details of the automatic renewal option vary from service to service, the services that offer an automatic renewal option treat it as the default setting.  Therefore, unless you cancel your subscription with the termination button before ending of the current period, or in written form 14 days before ending of the current period, Yawave will automatically renew the applicable service when it comes up for renewal, and will take payment from the payment method you have on file with Yawave at Yawave’s then current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period. You may cancel your subscription from such services with the termination button prior to the automatic renewal or in written form 14 days prior to the automatic renewal.  In such event the Services shall be discontinued upon the expiration of the respective period you have paid for and you shall not have any claims towards Yawave in relation to the discontinuation of the Services.

 

Yawave offers various premium memberships. The user can up- and downgrade from one premium membership to another based on the rules published on the website.

 

PRICES

 

Prices of all Services are subject to change. If they change, the changes do not affect running subscriptions but will take effect only for any subsequent subscription period you choose to purchase. Price changes or modifications shall be posted online at the website and effective immediately without need for further notice to any user. Yawave is not liable to you or to any third party for any price change.

 

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay any such taxes that might be applicable to your use of the Services and payments made by you to Yawave.

 

If prices are being calculated on a pro rata temporis basis (e.g. for an upgrade deduction due to prepayment) then the following rules apply: within a month prices are calculated on daily basis, each partially used day will be calculated fully.

 

PAYMENT

 

All fees related to using Charged Services are charged automatically using the payment method as determined in the website.

 

The fees are due prior to the usage term. Except for pay-as-you-go related fees. These will be charged at the end of a usage month based on the subscription applicable at this moment.

 

Yawave does not reimburse any paid fees (e.g. during an upgrade Yawave takes into account prepaid fees up to the maximum oof the price of the new subscription).

 

Yawave partners with other companies for payment processing. When you launch or participate a Social Wave, you’re also agreeing to the payment processor’s terms of service. Each payment provider is its own company, and Yawave isn’t responsible for its performance.

 

In some cases (e.g. special wave types) we’ll reserve the charge on your card. Yawave and its payment partners may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the accumulated amount of service.

Yawave is permitted to only send invoices and payment reminders electronically.

 

If you use Charged Services you shall pay any and all prices and fees due for such Services.  All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term.

 

If you decline or otherwise reject the charge of any payable fees, this act will be considered a breach of your obligation hereunder and your use of the Charged Services will be automatically terminated. Your use of the Charged Services will not resume until you re-subscribe for any such Charged Services.

 

 

DISCLAIMERS AND LIMITATION OF LIABILITY

 

GENERAL PRINCIPLES

 

Please read this section carefully since it limits the liability of Yawave and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Yawave Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

 

NO WARRANTY – SERVICES AVAILABLE “AS-IS”

 

Your access to and use of the Services or any content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Yawave Entities disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement.

 

The Yawave Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Yawave Entities or through the Services, will create any warranty or representation not expressly made herein.

 

Some laws do not allow certain disclaimers, so some or all of these disclaimers may not apply to you.

 

LIMITATION OF LIABILITY

 

To the maximum extent permitted by applicable law, the Yawave Entities shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties; (iii) any content obtained from the services; or (iv) unauthorized access, use or alteration of your transmissions or content.

 

The Services may contain links to third-party websites or resources. You acknowledge and agree that the Yawave Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Yawave Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

 

In no event shall the aggregate liability of the Yawave Entities exceed the greater of one hundred U.S. Dollars (U.S. $100.00) or the amount you paid Yawave, if any, in the past six months for the services giving rise to the claim.

 

The limitations of this subsection shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and whether or not the Yawave Entities have been informed of the possibility of any such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

 

Some laws do not allow the limitation or exclusion of liability, so these limits may not apply to you.

 

INDEMNIFICATION

 

If you do something that gets us sued, or break any of the promises you make in this agreement, you agree to defend, indemnify, and hold us harmless from all liabilities, claims, and expenses (including reasonable attorneys’ fees and other legal costs) that arise from or relate to your use or misuse of Yawave. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to this indemnification clause, in which case you agree that you’ll cooperate and help us in asserting any defenses.

 

 

GENERAL TERMS

 

WAIVER AND SEVERABILITY

 

The failure of Yawave to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

 

CONTROLLING LAW AND JURISDICTION

 

These Terms and any action related thereto will be governed by the laws of Switzerland without regard to or application of its conflict of law provisions or your country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the courts located in Lucerne, Switzerland, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

 

ENTIRE AGREEMENT

 

These Terms, including our Policies, are the entire and exclusive agreement between Yawave and you regarding the Services (excluding any services for which you have a separate agreement with Yawave that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Yawave and you regarding the Services.

 

These Terms are available in English and German. In the event of any contradiction between the different language versions of these Terms, the English version shall take precedence.

 

TRANSFERABILITY

 

You will not transfer any of your rights or obligations under this statement to anyone else without our consent.

All of our rights and obligations under this statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

 

CONFLICTING AGREEMENTS

 

In event that any provisions within this agreement conflict with either the SAAS Agreement or the Affiliate Agreement, those agreements shall be controlling and have precedence.

 

AMENDMENTS

 

We may revise these Terms from time to time, the most current version will always be at yawave.com. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

 

These Terms are an agreement between you and Yawave AG, Switzerland

Effective: December 1, 2016