WAVES AUDIO ILLUGEN SERVICES AGREEMENT

Last updated on: 05/27/2025

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND ACCESSING, USING, AND/OR REGISTERING FOR THE SERVICES OR PLATFORM (each as defined below).

IMPORTANT NOTICE: THIS SERVICES AGREEMENT (the “Agreement”) IS A LEGAL AGREEMENT BETWEEN YOU AND WAVES AUDIO LTD. (“Waves”). USE OF THE PLATFORM AND SERVICES (each as defined below) CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE PLATFORM OR SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THE APPLICATION (as defined below) OR THE SERVICES. BY INSTALLING, COPYING, OR OTHERWISE USING THE PLATFORM OR THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

If you are entering into this Agreement on behalf of a corporation or other organization, you represent and warrant that you can agree to this Agreement on behalf of such organization and all references to “you” throughout this Agreement will include such organization, jointly and severally with you personally. You agree as a condition of entering into this Agreement you are (i) 18 years of age or older; or (ii) if under 18, have parental permission to access materials and are over 16 years of age.

Please be advised that by using the Services and accessing the Platform, you will also be subject to our Website Terms of Use  (each a “Website Terms”). If there is any conflict between this Agreement and the Website Terms, this Agreement will govern with respect to the Services and the Platform.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A WAIVER OF JURY TRIALS AND CLASS ACTIONS AND A CONTRACTUAL LIMITATIONS PERIOD GOVERNING DISPUTES ARISING FROM USE OF THE PLATFORM AND THE SERVICES AND THE TERMS OF THIS AGREEMENT. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE GOVERNING LAW/JURISDICTION AND WAIVER OF JURY TRIAL AND CLASS ACTION IN SECTION 13(a) BELOW. PLEASE READ CAREFULLY.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A WAIVER OF JURY TRIALS AND CLASS ACTIONS AND A CONTRACTUAL LIMITATIONS PERIOD GOVERNING DISPUTES ARISING FROM USE OF THE PLATFORM AND THE SERVICES AND THE TERMS OF THIS AGREEMENT. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE GOVERNING LAW/JURISDICTION AND WAIVER OF JURY TRIAL AND CLASS ACTION IN SECTION 13(a) BELOW. PLEASE READ CAREFULLY.

1. General. Waves provides ILLUGEN, a proprietary desktop software application (the “Application”), which enables users (i) to transmit text inputs (“User Inputs”) to the Waves web-based platform, including its website located at waves.com (including all subdomains, the “Website”) and software interfaces (collectively with the Application and the Website, the “Platform”) (ii) to receive AI-generated short audio file outputs (“Audio Outputs”), as further described on the Website at www.waves.com/illugen (the “Services”). Please note that Services used in connection with a Subscription Trial (as defined in section 2(g) below) will be web-based only without any rights to the Application.
2. Right to Use and Account.
   • Right to Use. Subject to your compliance with this Agreement, Waves hereby grants you as an Authorized User a limited, revocable, personal, non-exclusive, non-transferable, non-sublicensable right during the Subscription Period (as defined below) to access the Application and Platform and to use the Services in accordance with the Agreement (“Subscription”). To purchase a Subscription, you will.
     • choose a Services package on the Website, which will include a thirty (30) day Subscription period (“Subscription Period”), Subscription Period Credit allocation package, and the applicable Subscription fee (the “Fee”);
     • agree to accept this Agreement; and
     • create a personal user account (as further described below “Account”) as directed by Waves, subject to the Website Terms, which is necessary to become an Authorized User to access the Platform and use the Services.

     “Credits” means virtual tokens provided monthly under your Subscription, which are used to generate Audio Outputs based on your User Inputs to the Platform, as further described in subsection (e) below.

     An “Authorized User” means you or an employee or representative of your organization who has been supplied with a single user identification and password to access and use the Platform on the user’s own behalf or on behalf of the user’s organization. No other use of the Platform not specified in this Agreement, including use by any other employees, agents, contractors, consultants, representatives, personnel, or other parties or individuals of or on behalf of your organization or its affiliates or subsidiaries shall be permitted to use the Services or access the Platform. Waves shall provide each Authorized User a username and password for logging into the Platform to enable the Authorized User to use the Services.

   • Application License. During each Subscription Period (expressly excluding a Subscription Trial, as defined below), Waves grants you a nonexclusive, limited, non-transferable license to install and use the Application only in object code form, solely as necessary for its permitted use with the Service in accordance with this Agreement. Except for the foregoing license, no right, title or interest of intellectual property or other rights in or to the Application is granted hereunder.
   • Auto-Renewals. Subject to applicable law, Subscriptions will automatically renew for consecutive Subscription Periods requiring recurring payments of Fees unless, prior to the end of an active Subscription Period: (i) you terminate your Account; (ii) you turn-off Subscription auto-renewal in your Account; (iii) Waves declines to renew your Subscription; or (iv) this Agreement is otherwise properly terminated or Waves suspends your use of the Services as expressly permitted herein. Each renewed Subscription Period is a “Renewed Subscription Period.” You authorize Waves to collect the then-applicable Fees and any taxes for each Renewed Subscription Period. Subscription Fees and features may change, and Waves may recommend a new Subscription that is comparable to your old plan.

   You can view your renewal date(s), cancel, or manage a Subscriptions in your account or by contacting the support team at https://www.waves.com/contact-support. The date for the automatic renewal is based on the date of the original purchase and cannot be changed. If you have purchased access to multiple Subscriptions, you may have multiple renewal dates.

   • Account. To Use the Platform and Services, you are required to create an Account. This Account stores information about your purchases, the applicable Subscription Period, application of auto renewals, and other information about your Subscription. In registering your user account, you are responsible for the completeness and accuracy of the information provided therein. You are also solely responsible for all activities that occur under your Account, including liability for losses incurred by Waves or third parties as a result of the use of your Account, regardless of whether the Account was used with your knowledge, and for keeping your Account credentials secure. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to your Account or portions of it using your username, password, or other security information. You shall remain solely responsible for the activity arising out of any failure to keep your Account details confidential and, in the event of unauthorized use of your Account, you agree to notify Waves immediately. You may not use someone else's Account. You have the right to delete your Account at any time, but in doing so you will lose access to the Services, which requires an Account to be used. Notwithstanding deletion of the Account, Waves may retain your data as reasonably necessary in accordance with the WAVES Privacy Notice.
   • Credits. Each Audio Output consumes a Credit, regardless of satisfaction or quality. You may purchase additional Credit packages during any Subscription Period at the applicable Fee. Subject to the limitations set forth in this subsection or subsection (j) or termination of this Agreement as per Section 12 below, unused Credits will automatically roll over to your next active Subscription Period. However, you only may access the Services and use your Credits if you have an active Subscription. Accordingly, if your Subscription lapses, you will not be able to access the Services during the lapsed period, even if you have unused Credits. You may renew your Subscription within twelve (12) months of a lapsed Subscription Period at the then applicable Fee. If your Subscription remains inactive for twelve (12) consecutive months, any unused Credits will automatically be permanently terminated.
   • AI Disclosure and Use Risks. The Services use third-party artificial intelligence (“AI”) models, including but not limited to OpenAI’s LLMs. Your prompts may be processed and transformed using such models. You acknowledge that the AI-generated results may vary, be chaotic, or differ from your text prompt intent. You understand and agree that:
     • The Audio Outputs are machine-generated and may not reflect accurate or intended representations of your User Inputs.
     • The Services may produce unexpected or undesirable Audio Outputs.
     • Repeated User Inputs of identical text prompts may result in different Audio Outputs.
     • Waves makes no guarantees regarding the appropriateness, originality, or suitability of Audio Outputs for any purpose.
   • Subscription Trial. Waves, in its sole discretion, may offer you a right to use the Services on a limited use basis for free in accordance with the terms and condition set forth https://www.waves.com/illugen to evaluate whether you want to purchase a Subscription (“Subscription Trial”). Certain Service features and/or functionality may be locked or unavailable in the Subscription Trial. Waves reserves the right, in its sole discretion, to set the parameters of the Subscription Trial including, without limitation, its duration. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE SERVICES AND THE PLATFORM PROVIDED IN CONNECTION WITH A SUBSCRIPTION TRIAL ARE PROVIDED “AS IS,” WITHOUT WARRANTIES, REPRESENTATIONS, LIABILITY, CREDITS, OR INDEMNITIES OF ANY KIND. YOU EXPRESSLY ACCEPT ALL RISKS OR OPERATIONAL DIFFICULTIES THAT MIGHT ARISE OUT OF THE USE OF THE SUBSCRIPTION TRIAL AND THE ENTIRE RISK OF LOSS, DESTRUCTION, OR DAMAGE RELATED TO YOUR USE OF SUBSCRIPTION TRIAL DUE TO ANY CAUSE WHATSOEVER.
   • Restrictions. You are solely responsible for how you use the Audio Outputs and must ensure compliance with applicable laws and intellectual property rights when incorporating them into your projects. Additionally, you shall not, and shall not allow any third party to, violate any restrictions outlined in the Prohibited Use Policy, unless expressly authorized by this Agreement or mandated by applicable law. Waves may conduct limited periodic reviews of your use of the Services to ensure compliance with this Agreement.
   • Deletion of Data. Waves generally stores User Inputs for a period of six (6) months. Please note, however, that Waves does not guarantee data storage and may periodically delete your User Inputs and other user information from the Platform at any time. Waves shall not have any liability for any damage, liability, losses, or any other consequences that you may incur relating to the loss or deletion of your User Inputs or other data.
   • Suspension. Notwithstanding anything set forth herein, if Waves believes, in its sole discretion, that you are using the Platform or Services in a manner that may cause harm to Waves or any third party or that is in breach of this Agreement or the Prohibited Use Policy, then Waves may, without derogating from our right to terminate your Subscription (as specified below), suspend your Account or your use of the Services.
   • Performance Data. Waves may collect and use data and information related to your use of the Services in an aggregate and anonymized manner (“Performance Data”), including to compile statistical and performance information related to the provision and operation of the Services and for billing purposes.
   • Modifications. Waves may improve or modify the Services or the Platform. Functionality beyond the initial scope of the Services may be subject to additional terms and use of such additional functionality shall be subject to those terms.
3. Fees.
   • Fees. You shall pay all Fees, if any, in advance in accordance with the payment instructions set forth on the Website, without the right to set off, deduction, or counterclaim. Where you have provided credit card information for the purchase of a Subscription, Waves may charge such credit card for such Subscription for the Subscription Period, including any Renewal Periods, subject to termination rights as set forth in this Agreement.
   • Taxes. Fees are exclusive of any taxes, levies, customs fees, duties, or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all applicable Taxes associated with your purchases, except for Taxes assessed against Waves based on net income. Should any payment for the Subscription be subject to withholding tax by any government, you will be responsible for such Taxes and will reimburse Waves to the extent Waves is required to pay any such withholding Taxes.
   • Billing Disputes. Billing disputes must be initiated within thirty (30) days of purchase, by contacting Waves at https://www.waves.com/contact-orders. Upon expiration of such 30-day period, you will not be entitled to dispute any fees paid or payable to Waves. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt you from timely paying any undisputed amounts owed. Other than in accordance with the foregoing, fees paid are non-refundable.
4. Internet Connectivity/Equipment. The Services require internet connectivity, and the Application will connect to the internet in the background without prior notification. Except as expressly set forth in this Agreement, you are responsible for (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, software, and networking (collectively, “Equipment”); (b) maintaining the security of the Equipment; and (c) reasonably assisting and cooperating with Waves as necessary (including the provision of media and content reasonably necessary) to allow Waves to perform the Services.
5. User Content. The Services enable you to enter User Input that will be stored on the Platform. You are solely responsible for your use, storage, and disclosure of all User Input. You may not use the Services in conjunction with User Input that is illegal or violates the rights of others. As between you and Waves, other than as expressly set forth herein, you own and, subject to the licenses granted in this Agreement or otherwise permitted by applicable law, reserve all rights, title, and interest in the User Input and all Audio Output. You also grant Waves (and its affiliates and third-party suppliers) a non-exclusive, irrevocable (subject to the Waves Privacy Notice), fully-paid, and royalty-free right to use the User Input and the Audio Output to provide and support the Platform and Services in accordance with this Agreement, including to develop and improve the Platform and Services.
6. Privacy Notice; Feedback. the Waves Privacy Notice explains how Waves collects, treats your personal data, and protects your privacy when you use the Platform and Services. You can submit to Waves questions, comments, suggestions, and ideas ("Feedback"). Feedback shall be deemed non-confidential and non-proprietary. By submitting Feedback, you give permission to Waves to use Feedback in any way and for any purpose, commercial or otherwise, without any compensation or credit obligation to you or any third party.
7. Third-Party Materials. The Platform or Services may contain features designed to interoperate with products or components derived from services or portions of materials provided by third parties (“Third Party Materials”). You may use Third Party Materials solely in connection with the Services. Third Party Materials may be subject to other terms and conditions, which are typically found in a separate license agreement or a “read me” or other file located in or near such materials. You acknowledge that the availability and right to any Third-Party Materials shall cease automatically, without any liability, upon the discontinuation or termination of the provision thereof to Waves.
8. Intellectual Property Rights. Waves (or its suppliers) own all rights in the Platform and Services, without limitation, including proprietary rights therein, and are protected by copyright and other intellectual property laws and international treaties. The Application is licensed, not sold. You acknowledge that no title to the intellectual property in the Platform or Services is transferred to you (other than the User Input and Audio Output as described above). You further acknowledge that title and full ownership rights to the Platform and Services will remain the exclusive property of Waves (or its suppliers), and you will not acquire any rights to the Platform or Services except as expressly set forth in this Agreement.
9. Indemnification. You will indemnify, defend, and hold harmless Waves and providers of Third Party Materials (and each of its respective affiliates, directors, officers, contractors, and employees (each an “Indemnified Party”)), at your expense, against any claim, suit, action, or proceeding (each, an “Action”) brought against any Indemnified Party by a third party to the extent that such Action is based upon or arises out of (i) the use of your User Inputs or Feedback; (ii) your breach of this Agreement; (iii) your use of the Services; or (iv) your violation of applicable law or any third-party right, including, without limitation, any privacy, intellectual property, or another proprietary right. This indemnification obligation will survive termination of this Agreement. You may in no event enter into any settlement or like agreement with a third party that affects any Indemnified Party’s rights or binds any Indemnified Party in any way, without Waves’s prior written consent. Waves reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Waves in asserting any available defenses.
10. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WAVES AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM) ALL WARRANTIES THAT: (I) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) THE AUDIO OUTPUT WILL BE ACCURATE, RELIABLE, OR COMPLIANT WITH ANY PARTICULAR STANDARD OR REGULATORY REQUIREMENT, (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WAVES OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM OR SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE PLATFORM OR SERVICES, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT VIRUSES, SPAM, OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS. YOU AGREE THAT WAVES WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OR OVERLOAD OF ANY SERVERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
11. No Liability for Damages. IN NO EVENT SHALL WAVES, ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR ARISING OUT OF THIS AGREEMENT, EVEN IF WAVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU; IN SUCH A CASE, THEN THE AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES SHALL NOT EXCEED US $2,500. THE FOREGOING LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE, SHALL APPLY EVEN IF WAVES HAS BEEN ADVISED OF THE POSSIBILITY OF CLAIMS, LOSSES, OR DAMAGES EXCEEDING SUCH LIMIT, AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY OTHER REMEDIES POSSESSED BY WAVES. THE LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN YOU AND WAVES. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.
12. Subscription Termination. Waves may terminate your Subscription at any time and without prior written notice in any case where it believes that you have breached this Agreement. You may terminate your Subscription by canceling your Account through the tools that Waves makes available within the Platform or by sending a cancellation request to Waves at https://www.waves.com/contact-orders, in which case Waves will use commercially reasonable efforts to respond within a reasonable time. Payment obligations are non-cancelable, and Fees paid are non-refundable. If you object to any term or condition of this Agreement, or any subsequent modifications thereto, or become dissatisfied with the Platform or Services in any way, your only recourse is to immediately discontinue use of the Platform and Services and cancel your Subscription. Additionally, upon such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all Fees for the then-current Subscription Period, any Fees that are outstanding will become immediately due and payable Upon termination of your Subscription, all licenses granted by Waves to you under this Agreement shall be terminated and you will lose all access to the Platform and Services. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Any Agreement provision that, to fulfill the purpose of such provision, needs to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purpose.
13. Miscellaneous.
    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
    • Governing Law/Jurisdiction and Waiver of Class Actions. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles and specifically will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act (UCITA). The exclusive jurisdiction and venue for all disputes related to this Warranty shall be the courts located in the State of New York, and each party hereby irrevocably consents to the jurisdiction of such courts.  Any cause of action or claim you might have with respect to the Platform or Services or otherwise under this Agreement must be commenced within one (1) year after such claim or cause of action arises or shall be deemed waived.
      EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION IN ANY ACTION, PROCEEDING, OR COUNTER-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. ALL CLAIMS AND DISPUTES ARISING OUT OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.
    • Notice to California Residents. Under California Civil Code Section 1789.3, residents of California who use the Services are entitled to know that they may file grievances and complaints with: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210, or by email at dca@dca.ca.gov.
    • Publicity Rights. During the term of this Agreement, you grant to Waves the right to include you as a user of the Services in a factual listing of Waves’ customers.
    • Modifications/Waivers. Waves reserves the right, at our discretion, to modify this Agreement at any time. Whenever Waves modifies this Agreement in substance, the label “updated” will be displayed next to the link "ILLUGEN Services Agreement" in the footer to the Website, which link leads to this Agreement. The “updated” label will be removed after thirty (30) days or when you visit the updated Agreement to read them, whichever comes sooner. Please make sure you read the updated Agreement before using the Services or Platform. If any portion of this Agreement is unacceptable to you or will cause you to no longer be in compliance with this Agreement, you should discontinue use the Services and Platform. Your use of the Platform and Services now or following changes in this Agreement means that you have accepted and are bound by the changes. It is therefore important that you check the current version available from time to time and ensure you are updated as to any changes.
    • Severability. If any provision of this Agreement, or any part of such provision, is found to be unenforceable or invalid, that provision will be replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that this Agreement will otherwise remain in full force and effect and enforceable.
    • Force Majeure. Waves will not be responsible for any delays or failure of performance resulting from causes beyond its reasonable control., including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, pandemic, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic, or communications failures or degradation.
    • Notices. All notices hereunder shall be in writing. Waves may send notices hereunder to the email address you indicate in the Account. You will be deemed to have received any email sent to the last known email address Waves has on record for you. Waves hereby provides address and contact details, to which any of your questions, complaints, or claims with respect to the Services should be directed: Waves Audio Ltd., Azrieli Center 3, The Triangle Tower, 32nd Floor, Tel-Aviv 6701101, Israel. Phone: +972-3-608-4000. Fax: +972-3-608-4056. Email: Contact Us.
    • Assignment. Other than as expressly set forth herein, you may not assign this Agreement in whole or part to a third-party.
    • S. Government End Users. The Application is deemed to be “Commercial Items,” as defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7207, as applicable. Consistent with such sections, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items, and (ii) with only those rights as are granted to all other end users pursuant to this Agreement.
    • Export Restrictions. You may not use or otherwise export or re-export the Application to any countries or territories sanctioned by the United Nations or the USA. You represent and warrant that (a) you are not located in a any country or territory that is subject to S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
    • No Third-Party Beneficiaries. There are no intended third-party beneficiaries to this Agreement, and it is your and Waves’s specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.
    • Entire Agreement; Headings. This Agreement (including the Website Terms and Prohibited User Policy) constitutes the entire agreement between you and Waves with respect to the Services and supersedes all prior or contemporaneous communications and proposals between you and Waves with respect thereto. Any purchase orders, confirmations, payment documentation, or other terms provided by you, even if signed by the parties after the date hereof, shall have no force or effect.