Please note: Tracks Live Premium Service has been discontinued.
BY “ACCEPTING” THIS AGREEMENT, YOU, THE CLIENT, AGREE TO SERVICES OFFERED BY WAVES AUDIO LTD. (“WAVES”) UNDER THE TERMS AND CONDITIONS HEREUNDER. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT S/HE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.
This Agreement, including all referenced documents (the “Agreement”), is between WAVES and the user of WAVES services (“Client”). The effective date of this Agreement (“Effective Date”) is the date on which the Client pays for the WAVES Services, per below.
Framework
Services offered by Waves hereunder shall be with regard to unmodified portions of the Tracks Live software (“Tracks Live”), and only to the extent problems can be recreated in the specified operating environment. The Services shall cover:
Technical Assistance: a reasonable amount of remote assistance via telephone or electronically to address suspected defects in Tracks Live.
Services do not include assistance for:
Assistance from Client
Client may provide WAVES access to Client information, systems, and software (“Client Information”), and resources reasonably required by WAVES in order to provide the Services. Client understands and agrees that (a) the completeness, accuracy, and extent of access to any Client Information provided to WAVES may affect WAVES's ability to provide Services, and that Waves’ provision of the Services is conditional upon such access. Client will obtain any third-party consents necessary to grant WAVES access to the Client Information that is subject to the proprietary rights of, or controlled by, any third party, or which is subject to any other form of restriction upon disclosure.
Payment
Term and Termination
The term of this Agreement will begin on the Effective Date and will terminate upon the one- (1) year anniversary of the Effective Date, unless renewed for one additional year by payment of annual Fee, as set forth above.
Limitation of Liability
For all events and circumstances, waves and its affiliates' aggregate and cumulative liability arising out of or relating to this agreement, including without limitation on account of performance or non-performance of obligations, regardless of the form of the cause of action, whether in contract, tort (including, without limitation, negligence), statute or otherwise, will be limited to direct damages and will not exceed the fee received by WAVES from the Client during the twelve (12) months immediately preceding the event giving rise to liability.
Disclaimer of Damages. Notwithstanding anything to the contrary contained in this agreement, in no event will WAVES or its affiliates be liable to the Client or its affiliates for any direct or indirect damages including, without limitation: any incidental, consequential, special, indirect, exemplary or punitive damages, whether arising in tort, contract, or otherwise; or any damages arising out of or in connection with any malfunctions, regulatory non-compliance, delays, loss of data, lost profits, lost savings, interruption of service, loss of business or anticipatory profits, even if WAVES or its affiliates have been advised of the possibility of such damages. Liability for these damages will be limited and excluded even if any exclusive remedy provided for in this agreement fails of its essential purpose.
Confidentiality
Representations and Warranties
Governing Law/Consent to Jurisdiction
Any disputes under this Agreement that cannot be amicably resolved will be governed by and construed in accordance with the laws of the state of Israel, under the sole and exclusive jurisdiction of the competent court in Tel Aviv, Israel.
Miscellaneous