WAVV COmmunications
1.1 Capitalized terms used in these Terms have the meanings given in Appendix A.
1.2 Headings are for convenience only and do not affect interpretation. "Including" and "includes" are not words of limitation. A reference to a Section is a reference to a section of these Terms.
2.1 Acceptance. Client accepts these Terms by using the website, by using or attempting to use the Platform, by signing or submitting an electronic signature, or by otherwise indicating agreement. A person who does not accept these Terms must refrain from all of the foregoing. WAVV may require Client to re-accept the current Terms in connection with continued use.
2.2 Amendment. WAVV may modify these Terms at any time. WAVV will provide notice by email to the address on Client's account or by conspicuous posting on the website. Client's continued use of the Platform after the effective date of a modification constitutes acceptance of the modified Terms.
3.1 No person under the age of 18 may use the website or the Platform. Use of the website constitutes a representation that the user is 18 years of age or older.
3.2 The website and the Platform are intended for use by individuals and entities located within the United States only.
3.3 Eligibility representations. By registering for or using the Platform, Client represents and warrants, on registration and on each continued use, that:
3.4 A representation in Section 3.3 that is false when made, or that becomes false during the term, is a material breach of these Terms.
4.1 Client must register an account as billing owner in order to invite others to use the Platform as part of Client's team.
4.2 Client shall ensure that its registration information is accurate, current, and complete, and shall maintain it so that WAVV may send notices, invoices, statements, and other information concerning the account.
4.3 Only Authorized Users may access and use the Platform. Authorized Users must meet the eligibility requirements in Section 3.
4.4 Client is responsible for its Authorized Users' compliance with these Terms, including usage, overages, and all fees incurred, and for what those users do with data Client provides them.
4.5 Internal use. Use of the Platform is limited to internal use by Client's team only. Client shall not make the Platform available to, or use it for the benefit of, any third party except as expressly permitted in writing by WAVV.
4.6 Credential security. Client is responsible for maintaining the confidentiality of account credentials and for all activity occurring under its account. Client shall not share credentials with any person who is not an Authorized User, and shall notify WAVV promptly on becoming aware of unauthorized access.
4.7 Accurate user identity. Each Authorized User must be identified by that individual's true name and by an email address controlled by Client or by the individual in their capacity as Client's personnel. Client shall not create or maintain accounts under pseudonyms or under the identity of another person or entity.
5.1 Grant. Subject to Client's compliance with these Terms and payment of applicable fees, WAVV grants Client a revocable, limited, non-exclusive, non-transferable license to access and use the Platform solely as set out in these Terms.
5.2 Licensed, not sold. The Platform is licensed, not sold. Client acquires no ownership interest in the Platform.
5.3 Revocability. The license granted in Section 5.1 is revocable in accordance with Section 15.
5.4 Additional capabilities. Upgrades, expansions, and enhancements may be subject to additional cost and may be added or changed at Client's request.
5.5 Restrictions. Client shall not, and shall not permit any Authorized User or third party to:
6.1 No competitor access. Client shall not access or use the Platform, and shall not register for or maintain an account, if Client is a Competitor or is acting on behalf of, at the direction of, or for the benefit of a Competitor. Client shall not procure or facilitate access to the Platform by a Competitor through any Authorized User, affiliate, agent, contractor, consultant, investor, or other third party.
6.2 Ongoing obligation. If Client becomes a Competitor during the term, or is acquired by or acquires a Competitor, Client shall notify WAVV in writing immediately. WAVV may terminate under Section 15 on receipt of that notice or on otherwise learning of the change.
6.3 No competitive evaluation or benchmarking. Client shall not use the Platform, or any information obtained from or about the Platform, to:
6.4 No circumvention of this Section. Client shall not seek to obtain access to the Platform, or information about it, through a customer, prospective customer, reseller, employee, or contractor of WAVV for any purpose prohibited by this Section.
6.5 Non-solicitation of WAVV clients. Client shall not use the Platform, Confidential Information, or any information about WAVV's clients obtained through use of the Platform to identify, target, solicit, or divert WAVV's clients.
6.6 Remedies. A breach of this Section is a material breach. In addition to WAVV's other remedies, WAVV may terminate immediately and without notice under Section 15, and may seek equitable relief under Section 19. Client shall reimburse WAVV for all fees paid by WAVV to third parties for access provisioned to Client in breach of this Section.
In using the website and the Platform, Client may not:
8.1 Definition. "Confidential Information" means non-public information about the Platform or WAVV's business that Client obtains through access to the Platform or through dealings with WAVV, including: non-public features, functionality, interfaces, and workflows; product roadmap and unreleased capabilities; pricing not published on WAVV's public website; technical architecture, performance characteristics, and system behavior; non-public documentation; and information exchanged in support, onboarding, or sales interactions. Confidential Information does not include information that is or becomes public through no act of Client, that Client lawfully held before access without obligation of confidence, or that Client independently develops without reference to Confidential Information.
8.2 Obligations. Client shall hold Confidential Information in confidence, use it solely to use the Platform under these Terms, and not disclose it to any third party without WAVV's prior written consent. Client shall limit access to Authorized Users who need it for that purpose and who are bound by obligations no less protective than these.
8.3 Compelled disclosure. If Client is compelled by law to disclose Confidential Information, Client shall give WAVV prompt written notice, to the extent legally permitted, and reasonable cooperation in seeking protective treatment.
8.4 Duration. Obligations under this Section continue for three (3) years after termination, and indefinitely for any Confidential Information constituting a trade secret under applicable law.
8.5 Reasonable measures. The parties acknowledge that this Section constitutes a reasonable measure to maintain the secrecy of WAVV's trade secrets.
9.1 General. Client shall use the website and Platform in full compliance with all applicable laws and regulations, including those governing real estate licensees, do-not-call prohibitions, telephone solicitor licensing and bonding, consumer cancellation rights, calls to wireless numbers, automatic telephone dialing systems and pre-recorded messages, opt-out rules, mandatory disclosures, intellectual property, and consent to recording. Client expressly warrants that it is and will remain in full compliance with the law. All WAVV offers are void where prohibited.
9.2 Client acknowledgment. Client acknowledges that it has read and understands the FTC Telemarketing Sales Rule, the FCC Telephone Consumer Protection Act, and the Truth in Caller ID Act of 2009, which prohibits caller ID spoofing undertaken with intent to defraud, cause harm, or wrongfully obtain anything of value. Client should review these regulations with its own legal counsel.
9.3 No WAVV responsibility. WAVV assumes no responsibility for ensuring that Client's campaigns meet legal requirements, and no liability for Client's violations.
9.4 Calls and messages to wireless numbers. Applies to all communications made through the Platform. Client understands that the TCPA and similar laws may prohibit certain calls or messages to wireless numbers without prior express written consent. Client assumes all associated risk, is responsible for investigating applicable law, and should contact wireless numbers only where confident of compliance.
9.5 SAN numbers and DNC registration. Applies to all communications made through the Platform. Certain sellers and telemarketers must obtain a Subscription Account Number to access the National Do-Not-Call registry. Unless exempt, Client shall obtain a SAN covering all area codes into which it calls or transmits messages, and shall purchase and scrub against applicable state and federal DNC lists. Client shall refrain from marketing to consumers who have opted out. Client, not WAVV, is responsible for maintaining and enforcing its internal opt-out list.
9.6 DNC suppression. Applies to all communications made through the Platform. Client shall not place telemarketing calls to numbers appearing on an active state or federal DNC database or on Client's internal entity-specific opt-out list. Client shall suppress DNC numbers from its lists no less frequently than every thirty (30) days, or more frequently where required by law, and shall retain proof of its suppression practices together with a written DNC policy and enforcement records. This Section does not apply where (a) the calls are exclusively non-telemarketing and non-advertising as defined by applicable law, or (b) Client holds well-documented proof of the recipient's prior express written consent. WAVV may require Client to obtain commercially reasonable reassigned-number suppression or scrub services.
9.7 Data sources. WAVV is a technology platform and common carrier. It is not a data broker or lead generator, and assumes no responsibility for the source or accuracy of data Client uses. Client is solely responsible for selecting data sources that comply with applicable law.
9.8 Content screening. Applies to all communications made through the Platform. WAVV has no obligation to review Content and may refuse to publish or distribute Content it deems obscene, threatening, abusive, libelous, or otherwise objectionable, in its sole discretion.
10.1 Fees. The applicable fee schedule is available on WAVV's or Client's reseller's website. Client shall pay all applicable fees in full. Payment is required prior to the grant of the license in Section 5.1.
10.2 Refunds. WAVV does not offer refunds of subscription costs once a user has been successfully charged, except as expressly provided below.
Limited refund exception. WAVV will refund a subscription charge where Client submits a refund request within seven (7) days of the date of that charge and has neither placed a call nor sent a text message using the Platform during those seven (7) days. A seven-day window runs from each subscription charge, including each renewal charge: a Client billed monthly has a window at the start of each monthly billing cycle, and a Client billed annually has a single window at the start of each annual billing cycle rather than one at the start of each month within it. This exception may be used once per Client and applies only to the Client's most recent subscription charge. A Client that has previously received a refund under this Section is not eligible for a further refund, and no refund is available under this Section for any charge other than the most recent one. Requests submitted after that window are not eligible for a refund. Scheduling or completing a cancellation does not by itself constitute a refund request; to be eligible, Client must submit a separate, express request for a refund within the window described above. By accepting these Terms, Client acknowledges and agrees to this refund window and to the fact that requests made outside it are not eligible.
10.3 Cancellation. Client is responsible for monitoring, maintaining, and canceling its account if it wishes to discontinue service prior to the next billing cycle. On cancellation, Client loses access at the end of the then-current billing cycle.
10.4 Non-payment. Consequences of non-payment include suspension or termination of the account.
10.5 Fees on termination for breach. Termination by WAVV under Section 15.2 does not entitle Client to a refund of prepaid fees, and does not relieve Client of fees accrued as of termination.
11.1 Ownership. Client Data, including call and usage history, is the property of Client and not of WAVV or any reseller.
11.2 Retention and access. WAVV retains Client Data for at least the period required by applicable law, and for such further period as WAVV reasonably requires to establish, exercise, or defend legal claims, to satisfy regulatory, audit, or contractual obligations, or for legitimate operational purposes. WAVV may delete Client Data at any time thereafter. Client may access its call and usage history through the Platform for the period WAVV makes available in the Platform's settings, which may change from time to time and may be shorter than the retention period described above, and WAVV emails Client a copy of its history monthly. WAVV does not warrant that Client Data will remain accessible through the Platform for any particular period, and Client is responsible for exporting any data it wishes to keep independently.
11.3 Extraction on termination. Until the end of the term, Client is entitled to extract Client Content stored in the Platform. After termination WAVV retains Client Data in accordance with Section 11.2 and is under no obligation to keep it accessible to Client. WAVV has no affirmative obligation to delete on any particular timeline.
11.4 Archives and backups. Archived and database backup copies may contain Client Content and are retained through WAVV's ordinary archive cycles before permanent deletion. WAVV has no obligation to search archived or backup systems for Client Content.
11.5 Legal process. Notwithstanding Client's ownership, WAVV may disclose Client Data to a court or regulator with jurisdiction on valid subpoena. WAVV will produce such data only under a valid "Attorneys Eyes Only" protective order unless a court orders otherwise.
11.6 Recordings and transcriptions. Recorded and transcribed data is Client Data. Client is solely responsible for its maintenance and access. Client acknowledges that WAVV may share Client Data with third-party service providers in order to provide these capabilities, and controls whether to participate.
12.1 Reservation. The Platform and all copyrights, patent rights, trade secret rights, trademarks, service marks, logos, and all other current and future intellectual property and proprietary rights related to it (collectively, "Intellectual Property") are expressly reserved to WAVV.
12.2 No interest conferred. These Terms confer no interest in the Intellectual Property and no right to use any WAVV trademark or service mark.
12.3 Protection. Client acknowledges that the Intellectual Property is protected by state, federal, and international copyright laws and treaties, and prospectively waives any challenge to the existence, ownership, and enforceability of the same.
12.4 No alteration. Client shall not alter the Intellectual Property or trademarks provided by WAVV, and shall not use WAVV's proprietary content, components, or information except as expressly permitted by these Terms.
12.5 Restrictions. The restrictions in Section 5.5 apply to the Intellectual Property.
12.6 Assignment. Client acquires no rights to the Intellectual Property, and assigns and transfers to WAVV all rights it may acquire in the Intellectual Property, whether by operation of law or otherwise.
12.7 Linking and framing. Client may not deep link, frame, inline link, or similarly display WAVV property, and may not use WAVV logos or trademarks in links without express written permission.
13.1 All comments, feedback, suggestions, ideas, and other submissions Client provides to WAVV become WAVV's exclusive intellectual property.
13.2 Submission constitutes an assignment to WAVV of all worldwide right, title, and interest in all patent, copyright, trademark, and other intellectual property rights in the submission. Client waives claims based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and other legal theories, and shall execute assignment documents at WAVV's cost.
13.3 WAVV has no obligation to maintain the confidentiality of a submission, to pay compensation for it, or to respond to it. Client remains solely responsible for the content of its submissions.
14.1 Records. Client shall maintain records sufficient to demonstrate its compliance with Sections 3, 4, 5, 6, and 9 during the term and for one (1) year afterward.
14.2 Audit on reasonable suspicion. Where WAVV has a reasonable, good-faith basis to believe Client is in breach of Section 5.5, Section 6, or Section 8, WAVV may, on ten (10) business days' written notice and no more than once in any twelve-month period absent a confirmed breach, request that Client certify its compliance in writing and provide records reasonably necessary to verify it.
14.3 Conduct of audit. Any audit shall be conducted during normal business hours, at WAVV's expense, and in a manner that does not unreasonably interfere with Client's operations. If an audit reveals a material breach, Client shall reimburse WAVV's reasonable costs.
14.4 Monitoring. WAVV may monitor use of the Platform, including authentication events, access patterns, and API usage, for security, billing, capacity, and compliance purposes.
15.1 Termination by Client. Client may terminate at any time by canceling its account. Cancellation takes effect at the end of the then-current billing cycle, and Section 10.2 applies.
15.2 Termination or suspension by WAVV for cause. WAVV may suspend or terminate Client's account and revoke the license granted in Section 5.1, immediately and without prior notice, if:
15.3 Termination for convenience. WAVV may terminate any account for any reason or no reason on thirty (30) days' written notice. On termination under this Section, WAVV will refund any prepaid fees covering the period after the effective date of termination, notwithstanding Section 10.2.
15.4 Effect of termination. On termination, the license in Section 5.1 terminates and Client shall cease all access to the Platform. Section 11.3 governs Client Data.
15.5 No waiver. WAVV's failure to exercise a right under this Section on any occasion is not a waiver of that right on any other occasion.
16.1 As-is. THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
16.2 No professional advice. WAVV provides no financial, legal, or tax advice or counsel. No such advice shall be deemed given by WAVV, its affiliates, or its contractors.
16.3 Client warranties. Client warrants that it is and will remain in full compliance with applicable law, that its registration information is accurate, and that the representations in Section 3.3 are true.
17.1 Excluded damages. IN NO EVENT SHALL WAVV OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF WAVV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 Third-party data. WAVV is not responsible for any failure of a third-party DNC database or wireless list provider to deliver data accurately, completely, or in a timely manner.
17.3 Client's own use. WAVV is not responsible for damages arising from Client's improper or incomplete use of the Platform.
17.4 Third-party services. WAVV may use third parties to provide services accessible through the website and may link to third-party sites. WAVV does not control those third parties, their services, or their policies. Client shall hold WAVV harmless from liability arising from third-party services, including data breaches, inaccuracy of transcriptions or summaries, and degradation of services.
17.5 Typographical errors. WAVV is not bound by typographical errors in marketing materials or on purchase websites, provided WAVV gives prompt notice and correction on discovery.
17.6 Acknowledgment. Client acknowledges that this Section is a significant limitation on Client's right to sue WAVV.
17.7 Exclusions. Nothing in this Section limits liability that cannot be limited under applicable law.
18.1 Client shall indemnify, hold harmless, and reimburse WAVV, its owners, employees, agents, attorneys, affiliates, contractors, successors, and assigns for any and all liabilities, damages, claims, suits, settlements, judgments, investigations, costs, and expenses directly or indirectly incurred in relation to these Terms or Client's use of the Platform.
18.2 On receipt of a claim, WAVV may either transfer the defense to Client, who shall bear all costs and resolve the matter to WAVV's satisfaction, or defend the matter itself and seek reimbursement from Client for all reasonable costs of defense, including attorney's fees.
18.3 The parties shall cooperate and share information reasonably necessary to any defense.
19.1 Client acknowledges that a breach of Section 5.5, Section 6, Section 8, or Section 12 would cause WAVV irreparable harm for which monetary damages would be an inadequate remedy.
19.2 WAVV is entitled to seek injunctive and other equitable relief for such a breach without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.
20.1 Governing law. These Terms are governed by and construed according to the laws of the State of Utah, without giving effect to normal choice-of-law and conflict-of-law principles.
20.2 Venue. The State and Federal courts residing in Utah County, Utah, have exclusive jurisdiction and venue over any legal dispute between WAVV and Client, including any claim for injunctive or other equitable relief.
20.3 Attorney's fees. The prevailing party in any legal dispute between WAVV and Client is entitled to its reasonable attorney's fees and court costs.
21.1 Notices under these Terms shall be given by certified mail to the recipient's last known business address. Each party shall give written notice of a change of address.
21.2 Notices to WAVV shall be sent to: WAVV Notices Division, 1411 W 1250 S STE 102, Orem, UT 84058.
21.3 Electronic notice. Notwithstanding Section 21.1, WAVV may give notice to Client by email to the address on Client's account, or by conspicuous posting within the Platform, for notices under Sections 2.2, 14.2, and 15.
22.1 Legal relationship. These Terms create only an independent contractor relationship. No agency, employment, ownership, partnership, or joint venture relationship is formed.
22.2 Entire agreement. These Terms, including all modifications, addenda, schedules, and exhibits, constitute the entire understanding and agreement between the parties and supersede all prior and contemporaneous written or oral communications, understandings, and agreements. The WAVV SMS Terms and Conditions are a separate agreement and do not form part of these Terms.
22.3 Order of precedence. Where Client has executed a separate written agreement with WAVV covering the same subject matter, that agreement controls to the extent of any conflict with these Terms.
22.4 Survival. Any provision that by its nature would naturally survive termination shall survive, including Sections 6, 8, 10, 11, 12, 13, 14.1, 17, 18, 19, 20, and 21.
22.5 Assignment. Client shall not assign these Terms or its account, by operation of law or otherwise, without WAVV's prior written consent, including in connection with a merger, acquisition, or sale of substantially all assets. WAVV may assign freely.
22.6 Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
22.7 No waiver. A party's failure to enforce a provision is not a waiver of its right to enforce it later.
22.8 Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control, excluding payment obligations.
"WAVV" means WAVV Communications LLC, its owners, employees, agents, attorneys, affiliates, contractors, successors, and assigns.
"Platform" means the WAVV website and the software, services, and capabilities WAVV makes available through it, including outbound dialing, messaging, number purchasing and reputation management, together with any capability WAVV adds later.
"Client" means the person or entity that accepts these Terms, and includes that party's Authorized Users.
"Authorized User" means an individual whom Client permits to access the Platform under Client's account and who meets the eligibility requirements in Section 3.
"Client Data" means data Client uploads to, generates through, or transmits using the Platform, including contact lists, call and usage history, recordings, transcriptions, and Content.
"Content" means text, images, sound, data, or other information Client provides through use of the Platform.
"Competitor" means any person or entity that develops, markets, resells, or operates a product or service that competes with any capability of the Platform, and any person or entity controlling, controlled by, or under common control with such a person or entity.
"Confidential Information" has the meaning given in Section 8.
