Wavy Terms of Use

Last Update: May 19th 2021

The following terms of use (the "Terms of Use") govern your access to and use of: (a) our website located at joinwavy.com and wavy.live (the "Wavy Website"); (b) any Wavy virtual events and/or experiences you participate in ("Experience") provided by Wavy or our partners ("Facilitation Partners"); (c) an online invitation and registration system for the Experience, custom-branded portal, Experience report, gift card(s) and any text, pictures, media, data, text, information and other materials or content (collectively, the "Content") contained on or provided through the foregoing (a) or (b); and (d) all other Content, products or services provided by us or our third party service providers or other partners (such as Facilitation Partners) to you, as more particularly described on the Wavy Website or in our privacy policy or service agreement with you (the "Services"). These Terms of Use form an agreement between Wavy Travel Inc. ("Wavy", "us", "we", "our") and you. The term "you" refers to the person or entity browsing, accessing, or otherwise using the Wavy Website or our Services ("use" or "using" in these Terms of Use will mean any of the foregoing). BY USING WAVY‘S SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU ARE USING WAVY‘S SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

1. Wavy Service Requirements

In order to use Wavy‘s Services (except for the Wavy Website), you are required to have:

  1. A hardware device (e.g. such as a computer or mobile device) capable of facilitating virtual meetings such as through Zoom, Microsoft Teams, or other similar platform; and

  2. An active Wi-Fi or other Internet connection.

2. Changes to these Terms of Use

  1. Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the Wavy Website. It is your obligation to monitor the Wavy Website for any such changes. Your continued access to or use of Wavy‘s Services after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

  2. We reserve the right to change Wavy‘s Services at any time, without notice.

3. Data You Upload To Us

You grant to us an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable license during the Term to access, collect, store and use any data, information, records and files that: (a) you load, transmit to or enter in the course of using Wavy‘s Services; or (b) we collect from you in the course of providing the Services ((a) and (b), collectively, the "User Data"), to: (i) develop, enhance and make available Wavy‘s Services; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the "Aggregated Statistical Information"). We are free to create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.

4. Privacy

  1. Please review our current Privacy Policy, available at wavy.live/privacy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals ("Personal Information"), and which is hereby incorporated into and forms a part of these Terms of Use.

  2. You represent and warrant to us that the User Data will only contain Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to: (i) make available Wavy‘s Services; and (ii) create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.

5. Ownership

All rights, title and interest, including intellectual property rights, in Wavy‘s Services, Aggregated Statistical Information and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third party suppliers, if applicable). Wavy‘s Services and all materials provided by us hereunder are made available or licensed and not "sold" to you. All rights not expressly granted to you in these Terms of Use are reserved.

6. User Account for Wavy‘s Services

To access certain features of Wavy‘s Services, you may be required to successfully sign up for a user account using the available interfaces of Wavy‘s Services and login credentials ( "Login Credentials"). You will keep your Login Credentials secure and will not share your Login Credentials with anyone else. We reserve the right to disable any Wavy account at any time in our sole discretion. If we disable access to your Wavy account, you may be prevented from accessing Wavy‘s Services.

7. Payment Terms

Fees

You will pay all applicable fees in connection with Wavy‘s Services, as provided to you (e.g. via Wavy‘s Service Agreement with you). Fees are quoted and payable in Canadian dollars.

Wavy reserves the right to modify such fees, upon reasonable notice, which may be performed by updating Wavy‘s standard price list, amending applicable Service Agreements it has with you, or as otherwise set forth on Wavy‘s Website.

Certain fees charged by Wavy under these Terms of Use are set by Wavy‘s Facilitation Partners and/or other third parties, and Wavy has no control over the fee amount, but simply remits such fee directly to the applicable Facilitation Partner or third party, and those payment obligations are therefore non-cancellable and fees paid are non-refundable.

Payment

Depending upon the Experience or other services you enroll in, register for, or otherwise sign up for (collectively, "enroll"), we may permit you to be enrolled: (i) by telephone, (ii) at our Wavy Website, (iii) by some other method we expressly permit, or (iv) by a third party who is authorized to enroll you on your behalf (collectively, the "Enrollment Process"). If your Experience is paid for by a third party (e.g. your employer), you will not be asked to provide payment information and you will not be charged for the Experience you enroll in. Otherwise, Wavy or a third party processor will charge the Experience (or other Service) fee to your credit card or bank account a prescribed amount (depending on the type of Experience you have signed up for). All prices are quoted in Canadian dollars. Wavy or a third party processor will charge this fee to the credit card or bank account provided at the time of registration. By submitting your credit card or bank account information to us, you hereby agree that you authorize us to charge your card or your bank account, as applicable, at our convenience but in any event within thirty (30) days of initial credit card or bank account authorization.

Should your credit card or online check fail to authorize, you will be notified via email to the email address provided to us by you and you will be responsible for any fees and charges associated with such payment failure. The Services we provide may be suspended until payment is received. If payment is not received within thirty (30) days, your user account(s) and associated Experience(s) may be cancelled. You agree that Wavy will not be liable to you or any third party for termination of your access to the Services.

Refund & Cancellation Policy

In the event that these Terms of Use are terminated by you other than in accordance with section 17 below, or you materially breach your obligations under these Terms of Use and the Experience does not occur, Wavy will be entitled to full payment of all compensation provided for in this Section (including payment of any previously rendered invoices that remain unpaid) in compensation for its costs incurred and effort undertaken to provide the Experience. In the event that these Terms of Use are terminated by you in accordance with section 17, and you are not in material breach of your obligations under these Terms of Use, you shall be entitled to a refund of any payments it has made to Wavy pursuant to this Section to the extent that you have not received value (such as the delivery of Gift Cards), and shall have no further payment obligations pursuant to this Section. In the event that these Terms of Use are purported to be terminated by Wavy other than in accordance with section 17, and you are not in material breach of your obligations under these Terms of Use, you shall be entitled to a refund of any payments you have made to Wavy pursuant to this Section to the extent that you have not received value (such as the delivery of Gift Cards), and shall have no further payment obligations pursuant to this Section.

Cancellation Fees

48 Hours or Less: 100% of sell price: 100% of sell price

5 Business Days Before: 50% of sell price

10 Business Days Before: 25% of sell price

15 Business Days Before: 0%

Rescheduling Fees

48 Hours or Less Before: $500 or 100% of event cost if <$500

5 Business Days Before: $500 or 100% of event cost if <$500

10 Business Days Before: $300 or 50% of event cost if <$300

15 Business Days Before: 0%

Enrolling on Behalf of Others

By enrolling in an Experience on behalf of other participants, you are deemed to be the designated contact person for every participant included on that Experience. This means that you are responsible for making all payments due in connection with your Experience, notifying Wavy if any changes or cancellations are required and keeping your participants informed.

By enrolling on behalf of another person or persons, you also represent and warrant that you have obtained all required consents. You are responsible for verifying that any information you provide on behalf of another participant is complete and accurate and that Wavy will under no circumstances be liable for any errors or omissions in the information provided to complete enrollment in an Experience or any other Services.

8. Gift Cards

We and/or our Facilitation Partners may provide you with third party gift cards and/or other Content in connection with Wavy‘s Services. Wavy does not endorse any third party Content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party Content, gift cards, websites, services, or systems are not under Wavy's control, and if you choose to use or access any such Content, websites, or services, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party Content, gift cards, websites, services, or systems and agree to accept and comply with any such terms of use.

You must take all reasonable precautions to protect any gift cards you receive against loss, theft, or unauthorized use. If your gift card has been lost or stolen, or if you have reason to believe that someone has made an unauthorized transaction with your card or may attempt to use your card without your permission, you must notify us as well as the third party gift card provider IMMEDIATELY by phone or email. All transactions carried out on your card before you notify us and the third party gift card provider will be considered to have been authorized by you.

9. Internet Access

Certain features of Wavy‘s Services may require your mobile or other hardware device to have access to the internet and may be subject to restrictions or additional charges imposed by your network or internet provider. In addition, your use of some features of Wavy‘s Services may be affected by the suitability and performance of your device hardware or data access.

10. No Unlawful or Prohibited Use

You will not use Wavy‘s Services in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use Wavy‘s Services for any purpose other than to discover and learn about and participate in the Services (and any associated products, if applicable) offered by us. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

  1. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on Wavy‘s Services any data, information, pictures, videos, music or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) is false, intentionally misleading, or impersonates any other person; (iii) is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (iv) is harmful to minors in any way or targeted at minors; (v) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vi) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;

  2. disable, overly burden, impair, or otherwise interfere with servers or networks connected to Wavy‘s Services (e.g., a denial of service attack);

  3. attempt to gain unauthorized access to Wavy‘s Services;

  4. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile Wavy‘s Services or any part thereof or otherwise attempt to discover any source code; or

  5. use Wavy‘s Services for the purpose of building a similar or competitive service.

11. Third Party Content, Websites or Services

Wavy‘s Services may provide links or access to third party Content, websites, or services. Likewise, we may allow you to access Wavy‘s Services from third party systems (e.g. Zoom, Microsoft Teams, and similar platforms). Wavy does not endorse any third party Content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party Content, websites, services, or systems are not under WAVY's control, and if you choose to access any such Content, websites, or services, or to access Wavy‘s Services from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party Content, websites, services, or systems and agree to accept and comply with any such terms of use.

12. Malicious Code

The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that Wavy‘s Services, or any links from Wavy‘s Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of Wavy‘s Services.

13. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through Wavy‘s Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of Wavy‘s Services.

14. Disclaimer

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE WAVY‘S SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT WHERE PROHIBITED BY LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE WAVY‘S SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE WAVY‘S SERVICES IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

15. Limitation of Liability

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, DO NOT ALLOW THE LIMITATION OF LIABILITY OR CERTAIN DAMAGES FOR CONSUMERS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE WAVY‘S SERVICES OR THESE TERMS OF USE.

FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE WAVY‘S SERVICES EXCEED $100CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

16. Indemnification

EXCEPT WHERE PROHIBITED BY LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), you will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

  1. your breach of any provision of these Terms of Use or any documents referenced herein;

  2. your violation of any law or the rights of a third party (including intellectual property rights); or

  3. your use (or the use by any third party using Wavy‘s Services).

17. Term and Termination; Survival

  1. These Terms of Use will commence on the day you first use or enter into an agreement to use Wavy‘s Services and will continue in full force and effect until the completion of the Services, subject to earlier termination as provided in these Terms of Use (the "Term"). EXCEPT WHERE PROHIBITED BY LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through Wavy‘s Services; (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on Wavy‘s Services) that your Wavy account be deleted and ceasing use of Wavy‘s Services. For greater certainty, if you continue to use any portion of the Wavy Website that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.

  2. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Personal Information Warranty, Payment Terms, Third Party Content, Websites or Services, Malicious Code, Communications Not Confidential, Disclaimer, Limitation of Liability, Indemnification, Survival, and General Provisions.

18. General Provisions

  1. Choice of Law. EXCEPT AS OTHERWISE PROVIDED HEREIN AND SUBJECT TO APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of Wavy‘s Services, notwithstanding your domicile, residency or physical location. You will only use Wavy‘s Services in jurisdictions where Wavy‘s Services may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of Wavy‘s Services.

  2. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to Wavy‘s Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

  4. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

  5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

  6. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English.