Terms of Service

Last Updated: February 26, 2025

Introduction

Welcome to Waves ("we," "us," "our," or "the Company"). These Terms of Service ("Terms") govern your access to and use of the Waves website located at https://joinwaves.com ("Website") and all services provided by Waves ("Services"), including our platform connecting brands ("Brands") with social media content creators ("Creators").

By accessing our Website or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use our Website or Services.

Definitions

- Brand: A company or individual that uses our platform to engage with Creators for marketing campaigns.
- Campaign Form: A document detailing the specifics of a marketing campaign, including duration, guidelines, obligations, and compensation.
- Content: Any material created by the Creator, including but not limited to videos, images, text, audio, and any representation of the Creator's likeness.
- Creator: An individual who creates and shares Content on social media platforms and participates in marketing campaigns through our Services.
- Platform: The software solution offered by Waves that facilitates relationships between Brands and Creators.
- Client, You, Your: Refers to you, the person accessing our Website and Services, whether as a Brand, Creator, or general user.

Website Usage

Intellectual Property

Unless otherwise stated, Waves and/or its licensors own the intellectual property rights for all material on the Website. All intellectual property rights are reserved. You may access materials from the Website for your personal use subject to the restrictions set in these Terms.

You must not:
- Republish material from the Website
- Sell, rent, or sub-license material from the Website
- Reproduce, duplicate, or copy material from the Website
- Redistribute content from the Website

User Comments

Parts of our Website may offer opportunities for users to post comments or exchange information. Waves does not filter, edit, publish, or review Comments prior to their presence on the Website. Comments do not reflect the views and opinions of Waves, its agents, and/or affiliates. To the extent permitted by applicable laws, Waves shall not be liable for Comments or for any liability, damages, or expenses resulting from any use, posting, or appearance of Comments on the Website.

Waves reserves the right to monitor all Comments and remove any Comments considered inappropriate, offensive, or in breach of these Terms.

You warrant that:
- You are entitled to post Comments on our Website and have all necessary licenses and consents to do so
- The Comments do not invade any intellectual property rights of any third party
- The Comments do not contain defamatory, libelous, offensive, indecent, or otherwise unlawful material
- The Comments will not be used to solicit or promote unauthorized business activities

You grant Waves a non-exclusive license to use, reproduce, edit, and authorize others to use, reproduce, and edit any of your Comments in any forms, formats, or media.

Hyperlinking to our Website

We permit certain organizations to link to our Website without prior written approval as specified in our linking policy. Other organizations may request permission to link to our Website by contacting us. All approved links must be not deceptive, must not falsely imply sponsorship or endorsement, and must fit within the context of the linking site.

iFrames and Content Liability

Without prior approval, you may not create frames around our webpages that alter the visual presentation or appearance of our Website. We shall not be held responsible for any content that appears on your website. You agree to protect and defend us against all claims arising on your website.

Cookies

We employ cookies to enhance your browsing experience. By accessing Waves, you agree to use cookies in accordance with our Privacy Policy.

Services for Brands

Platform Licensing

Waves offers a platform licensing model for Brands seeking to connect with social media Creators for marketing campaigns. Licensing fees are based on platform usage requirements, Brand needs, and product inventory. Specific pricing details are provided during the contracting process.

Brand Obligations

Brands must:
- Provide accurate information when registering and using our Services
- Submit detailed Campaign Forms outlining campaign requirements
- Provide necessary assets for Creators to fulfill campaign obligations
- Comply with all applicable laws and regulations, including advertising and disclosure requirements
- Pay all fees and commissions as agreed upon

Creator Sourcing

Waves will source qualified Creators on behalf of Brands based on the Brand's specifications and campaign needs. Waves uses proprietary technology to match Brands with appropriate Creators and facilitates the relationship between them.

Services for Creators

Creator Registration

Creators may register to join the Waves platform to participate in marketing campaigns. Registration is subject to approval by Waves. By registering, Creators agree to adhere to these Terms and any additional guidelines provided.

Content Creation and Usage Rights

Content Ownership

Creators retain all rights, title, and interest in and to their Content, subject to the licenses and rights granted in these Terms.

License to Waves

By submitting or creating Content through our Services, Creators grant Waves and its successors, assigns, and licensees a perpetual, irrevocable, broad, exclusive, sublicensable, royalty-free, worldwide license to use, reproduce, distribute, modify, adapt, publish, translate, create derivative works from, publicly display, and perform the Creator's Content and likeness (including name, image, voice, and persona) for any purpose, in any media now known or hereafter developed. This includes, but is not limited to:

- Using the Content and likeness for training artificial intelligence models
- Incorporating the Content and likeness into commercial materials
- Using the Content and likeness in advertisements and promotional materials for Waves, Brands, or third parties
- Repurposing the Content and likeness for any purpose Waves deems appropriate without further consent

Restrictions on Content Usage by Brands

Brands are prohibited from using Creator Content and likeness in paid advertisements where a direct payment is made for displaying the Content unless Waves grants permission to the Brand. Waves reserves the right to grant such permission without obtaining additional consent from the Creator.

Campaign Participation

Campaign Forms

Brands submit Campaign Forms outlining campaign specifics, including duration, guidelines, obligations, compensation, and penalties for non-compliance. By accepting a Campaign Form, Creators agree to adhere to all its terms and conditions.

Creator Obligations

Creators must:
- Comply with all guidelines provided by Waves and the Brand
- Fulfill all obligations specified in the Campaign Form
- Create and post Content within agreed-upon timelines
- Disclose their relationship with Brands in accordance with applicable laws and regulations

Discounts to Creators

Brands may offer product discounts to Creators as part of a campaign. Creators may be required to provide valid credit card information before receiving a discounted product. If a Creator fails to fulfill campaign obligations within 30 days of activating a discount or as specified in the Campaign Form, Waves may charge the Creator's credit card for the full retail price of the product, shipping and handling fees, and an additional amount up to 20% for processing fees.

If Creators are not satisfied with a discounted product, they may return it at no cost within 21 days of delivery and will not be subject to penalties for not creating Content related to that product.

Payment Terms

Brand Payment Terms

Brands will be charged the agreed-upon platform licensing fee upon execution of the licensing agreement. Additional fees may apply based on the specific services requested.

Creator Payment Terms

Affiliate Commissions

Affiliate commission payouts for sales made through TikTok Shop are handled directly by TikTok and are subject to TikTok's terms and conditions. Waves is not responsible for such payments.

Waves' Commission

Waves takes a commission on all revenue generated by Creators sourced through our platform on TikTok Shop and other platforms. This commission applies for the duration of the campaign and for 180 days following the campaign's termination, unless otherwise specified in the Campaign Form.

Commission Rates and Duration

Commission rates, payment schedules, and durations are agreed upon for each individual campaign and detailed in the Campaign Form. By accepting a Campaign Form, Creators agree to these terms.

Other Payment Methods

For impression-based payouts, bonus payouts, or other compensation methods, earnings are accrued in real-time as specified in the Campaign Form. Payments are processed according to the schedule outlined in the Campaign Form.

Fulfillment Policies

Platform Subscription and Licensing

Service Activation
- For Brands: Platform access will be granted within 48 hours of completed payment for the platform license.
- For Creators: Access to campaigns will be granted within 24 hours of account approval.

Refund Policy
- Brand Platform License: Brands may request a refund within 14 days of purchase if they are dissatisfied with the platform. Refunds will be prorated based on usage and are subject to a 15% administrative fee.
- Creator Services: Creators are not charged upfront fees for using the platform; therefore, no refunds apply to creators.
- Discount Product Purchases: Products received at a discount may be returned within 21 days of delivery to avoid penalties for not creating Content.

Cancellation Policy
- Brand Platform License: Brands may cancel their platform license at any time by providing 30 days' written notice. No refunds will be issued for the remainder of the annual license term unless otherwise agreed in writing.
- Creator Participation: Creators may cancel their participation in the Waves platform at any time by providing written notice. Cancellation does not relieve Creators of obligations for ongoing campaigns or commission arrangements.
- Campaign-Specific Cancellations: Campaigns may be canceled according to the terms specified in each Campaign Form. Unless otherwise stated, neither Brands nor Creators may cancel an active campaign without incurring the penalties outlined in the Campaign Form.

Service Level Agreement
- Waves commits to maintaining platform availability of 99.5% measured monthly, excluding scheduled maintenance.
- Support requests will receive an initial response within 24 hours during business days.
- Technical issues affecting core platform functionality will be addressed within 48 hours.

Payment Processing and Commission Disbursement

Commission Payment Schedule
- Creator commissions are processed according to the schedule outlined in each Campaign Form, typically within 30 days of the commission being earned and verified.
- Impression-based and bonus payouts are processed within 14 days of campaign completion and verification.

Payment Methods and Fees
- Payments are made via the payment method specified in your account settings (e.g., direct deposit, PayPal, etc.).
- Any transaction fees charged by payment processors may be deducted from your payment.
- Minimum payout threshold is $25 unless otherwise specified in the Campaign Form.

Payment Disputes
- Payment disputes must be submitted in writing within 30 days of the expected payment date.
- Waves will investigate payment disputes and respond within 14 business days.

Campaign Fulfillment

Content Delivery Timeframes
- Unless otherwise specified in the Campaign Form, Creators must deliver required Content within the timeframe specified in the Campaign Form.
- If no specific timeframe is provided, Creators must deliver Content within 14 days of accepting the Campaign Form.

Content Revision Policy
- Brands may request revisions to Creator Content as specified in the Campaign Form.
- Unless otherwise stated, Creators must complete requested revisions within 3 business days.
- Excessive revision requests beyond those specified in the Campaign Form may result in additional compensation as determined by Waves.

Brand Asset Delivery
- Brands must provide all necessary assets (products, brand materials, etc.) required for campaign fulfillment within the timeframe specified in the Campaign Form.
- Failure by Brands to deliver assets on time may result in campaign delays without penalty to Creators.

Physical Product Shipping (When Applicable)

Product Shipping to Creators
- Products for review or promotion will be shipped directly from the Brand to the Creator using the shipping method specified in the Campaign Form.
- Expected delivery timeframes will be provided in the Campaign Form.
- Shipping delays do not extend Creator obligations unless expressly approved by Waves.

International Shipping
- Creators outside the United States may be subject to additional shipping restrictions, customs fees, or duties, which will be specified in the Campaign Form.
- Brands are responsible for declaring accurate product values for customs purposes.

Return Shipping
- For product returns, Waves will provide a prepaid return shipping label upon request.
- Products must be returned in their original condition within 21 days of delivery to qualify for return without penalty.
- Return shipping instructions will be provided upon return request.

Confidentiality

Definition of Confidential Information

"Confidential Information" includes any non-public information disclosed by Waves or a Brand, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or with a similar designation, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations

You agree to:
- Use Confidential Information solely for the purpose of fulfilling your obligations under these Terms
- Not disclose Confidential Information to any third parties without prior written consent from Waves
- Protect Confidential Information using the same degree of care you use to protect your own confidential information, but in no event less than reasonable care

Exceptions

Confidentiality obligations do not apply to information that:
- Is or becomes publicly available without breach of these Terms
- Was known to you prior to disclosure by Waves or the Brand
- Is received from a third party without restriction on use or disclosure
- Is independently developed by you without use of Confidential Information

Legal Disclosure

If you are required by law or legal process to disclose Confidential Information, you must promptly notify Waves and cooperate with any efforts to limit or contest the disclosure.

Survival

The confidentiality obligations survive the termination of these Terms for a period of five (5) years. Trade secrets are protected for as long as they remain trade secrets under applicable law.

Limitations of Liability

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our Website and Services. Nothing in this disclaimer will:
- Limit or exclude our or your liability for death or personal injury
- Limit or exclude our or your liability for fraud or fraudulent misrepresentation
- Limit any of our or your liabilities in any way that is not permitted under applicable law
- Exclude any of our or your liabilities that may not be excluded under applicable law

Limitation of Liability

To the fullest extent permitted by law, Waves is not liable for any direct, indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with your use of the Website or Services, or participation in any campaign.

Indemnification

You agree to indemnify, defend, and hold harmless Waves, its affiliates, officers, directors, employees, agents, and partners from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or connected with:
- Your breach of these Terms
- Your Content, including any infringement of intellectual property rights, rights of publicity, or privacy rights
- Your violation of any laws, regulations, or third-party rights

Force Majeure

Waves is not liable for any delays or failures to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, riots, embargoes, governmental actions, or failures of third-party services. In the event of such a Force Majeure Event, Waves will use reasonable efforts to resume performance as soon as practicable.

Term and Termination

Term

These Terms commence on the Effective Date and remain in effect until terminated as provided herein.

Termination by Waves

Waves may terminate these Terms or suspend your access to the Website and Services immediately, with or without cause, upon written notice to you.

Termination by User

You may terminate these Terms by providing written notice to Waves and ceasing all use of the Website and Services. Termination does not relieve you of any obligations incurred prior to termination.

Effect of Termination

Upon termination:
- All licenses and rights granted to you under these Terms immediately cease
- You must promptly return or destroy all Confidential Information
- Sections of these Terms that by their nature should survive termination will continue in full force and effect

Miscellaneous

Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Austin, Texas, and you hereby consent to the personal jurisdiction and venue therein.

Assignment

You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder without Waves' prior written consent. Any attempted assignment or transfer in violation of this provision is null and void. Waves may assign or transfer these Terms without restriction.

Severability

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Entire Agreement

These Terms, along with any Campaign Forms, our Privacy Policy, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Waves regarding the Website and Services and supersede all prior agreements, understandings, or representations.

No Waiver

The failure of Waves to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

Relationship of Parties

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Waves. You are acting as an independent contractor.

Amendment and Modification

Waves reserves the right to modify or update these Terms at any time in its sole discretion. You will be notified of any material changes via email or through the Website or Services. Your continued use of the Website or Services after such notification constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Website and Services.

Notices

All notices required or permitted under these Terms must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by recognized overnight courier to the addresses provided by the parties.

Contact Information

If you have any questions about these Terms, please contact us at:

Waves Technologies Inc.
Email: contact@joinwaves.com
Website: https://joinwaves.com

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Acknowledgment

By using the Waves Website and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Last updated: February 26, 2025