Terms of Service

Effective Date: May 20, 2025

Preamble

These Terms of Service ("Agreement" or "ToS") are entered into by and between Waves & Algorithms AI ("Company," "We," "Us," or "Our"), and the customer, whether an individual or entity, and its authorized users ("Customer," "You," or "Your").

This Agreement governs Your access to and use of the software products, artificial intelligence (AI) services, and consulting services offered by the Company.

This is a legally binding document. By accessing, purchasing, or using any of Our Services, You signify Your acceptance of these Terms and agree to be bound by them.

1.1. Parties to the Agreement

This Agreement is between Waves & Algorithms AI, an Oregon-based entity providing technology solutions, and the Customer. The Customer may be an individual or a business entity. If an individual accepts this Agreement on behalf of an entity, that individual represents and warrants that they have the legal authority to bind such entity to this Agreement.

1.2. Scope of Agreement

This Agreement applies to all Services provided by Waves & Algorithms AI, including Software products (SaaS platforms), AI-powered services, and professional consulting services. The comprehensive definition of "Services" ensures that all offerings are consistently governed by these terms.

1.3. Binding Effect and Acceptance

Your access to or use of any of the Services constitutes Your unconditional acceptance of and agreement to be bound by this Terms of Service, our Privacy Policy (incorporated herein by reference), and any applicable Statements of Work (SOWs). If You do not agree to these terms, You must not access or use the Services.

1.4. Updates to Terms

The Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement at any time. We will provide notice of significant changes. Your continued use of the Services following the posting of any changes constitutes acceptance of those changes. It is Your responsibility to check this Agreement periodically for changes.

To ensure clarity, the following terms shall have the meanings ascribed to them below:

  • "AI Output"
    Any data, reports, content, or other materials generated by the AI Services.
  • "AI Services"
    Services that utilize artificial intelligence or machine learning.
  • "Consulting Services"
    Professional advisory, implementation, or other expert services detailed in a Statement of Work.
  • "Customer Content" or "Customer Data"
    Any data or materials uploaded or provided by the Customer to the Services.
  • "Documentation"
    Manuals, instructions, or other materials describing the Services.
  • "Intellectual Property Rights"
    All rights including copyrights, trademarks, patents, and trade secrets.
  • "Services"
    Collectively, the Software, AI Services, Consulting Services, and any other products or services provided.
  • "Software"
    The Company's proprietary software applications (downloadable or SaaS).
  • "Statement of Work" (SOW)
    A document describing specific Consulting Services or custom projects.
  • "Training Data"
    Customer Data designated by the Customer for use in training or improving AI models.

This section outlines the general terms for our Services. Specific details will be defined in applicable Order Forms or SOWs.

3.1. Software Products

Subject to compliance and payment, the Company grants a limited, non-exclusive, non-transferable license to use the Software for internal business purposes. You shall not copy, modify, reverse engineer, resell, or otherwise misuse the Software. Updates and support are provided based on your subscription or service agreement.

3.2. AI Services

AI Services are provided "as available" unless an SLA is specified. The customer is responsible for providing accurate and lawful data for processing. Use of customer data for AI model training requires explicit consent as detailed in our Privacy Policy.

3.3. Consulting Services

The scope, deliverables, and fees for Consulting Services will be defined in a separate SOW. Successful performance requires your active cooperation, including timely provision of necessary information and resources.

4.1. Account Creation

You agree to provide accurate and complete information when creating an account and to keep this information updated. We reserve the right to suspend or terminate accounts with inaccurate information.

4.2. Account Security

You are responsible for safeguarding your password and for all activities that occur under your account. You must notify us immediately of any unauthorized use. We are not liable for losses caused by your failure to maintain security.

4.3. User Conduct

You must use the Services in compliance with this Agreement, our Acceptable Use Policy, and all applicable laws. If you are a business, you are responsible for the compliance of all your authorized users.

5.1. Prohibited Uses

You agree not to use the Services for any illegal, fraudulent, or harmful purpose. This includes infringing on intellectual property, transmitting defamatory or obscene material, interfering with our services, or attempting to gain unauthorized access.

5.2. Specific Restrictions for AI Services

You agree not to input sensitive personal data into the AI services unless specifically permitted. You will not use AI services for high-risk autonomous decisions without human oversight or to generate content that promotes discrimination or hate speech.

5.3. Consequences of Violation

Violation of this AUP may result in immediate suspension or termination of your access to the Services.

You agree to pay all applicable fees as specified in an Order Form or SOW. All fees are due upon receipt of invoice and are payable in U.S. Dollars. Late payments may accrue interest and result in suspension of services. Fees are exclusive of taxes, which are your responsibility.

6.5. Subscription Terms

Subscriptions will auto-renew unless you provide notice of non-renewal. You may cancel a subscription, but cancellation will take effect at the end of the current paid term. We reserve the right to change prices with prior notice.

ALL FEES AND CHARGES PAID TO Waves & Algorithms AI ARE NON-REFUNDABLE.

Once a purchase is made or a subscription term has commenced, no refunds, credits, or exchanges will be issued for any reason, including dissatisfaction or non-use. This policy is based on the nature of digital software and services where value is provided immediately upon access. The only exception is if a refund is expressly required by applicable Oregon law.

8.1. Company Intellectual Property

The Company and its licensors own and shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the Services (including the Software, AI models, algorithms, underlying technology, know-how, methodologies, and tools), the Documentation, Company trademarks, and any and all modifications, enhancements, derivative works, or developments thereof created by or for the Company. This Agreement grants Customer a limited license to use the Services as specified herein, not a transfer of ownership.

8.2. Customer Content and Data

Customer (or its licensors) shall retain all right, title, and interest in and to Customer Content and Customer Data provided to the Company. Customer grants the Company a limited, non-exclusive, worldwide, royalty-free license to access and use Customer Content solely as necessary to provide, maintain, and improve the Services to Customer. If Customer explicitly consents, this license may extend to using Training Data for improving our AI models, subject to our Privacy Policy.

8.3. Developed IP / Deliverables (Consulting & Custom AI)

Unless otherwise agreed in an SOW, Customer shall own the rights to specific, custom Deliverables created exclusively for them. However, the Company retains ownership of all its pre-existing and underlying tools, methodologies, and know-how ("Company Background IP").

8.4. AI-Generated Output (AI Output)

Subject to this Agreement, Customer may be granted ownership or broad usage rights to AI Output generated from their unique Customer Data. However, the Company retains all rights to the underlying AI models. Customer acknowledges that similar inputs may produce similar outputs for other customers, and Customer obtains no rights to such output generated for others.

8.5. Feedback

If Customer provides any suggestions or feedback, Customer grants the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback for any purpose without restriction or compensation.

8.6. Third-Party and Open Source Software

The Services may use third-party or open-source software, which is subject to its own license terms. To the extent of a conflict, the open-source license will prevail for that component.

9.1. Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into this Agreement and details compliance with laws like the Oregon Consumer Privacy Act (OCPA).

9.2. Confidentiality

Both parties agree to protect the other's non-public "Confidential Information" and use it only for purposes of this Agreement. This obligation does not apply to information that is publicly known, already in the receiving party's possession, received from a third party without breach, or independently developed.

9.3. AI Data Usage Specifics

We will only use Customer Data for training our AI models with your explicit consent. We will employ measures like anonymization to protect data used for such purposes.

9.4. Data Security

We will maintain reasonable administrative, physical, and technical safeguards to protect Customer Data. In the event of a security breach, we will comply with applicable notification laws like the Oregon Consumer Information Protection Act (OCIPA).

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2. AI-Specific Disclaimers

AI-GENERATED OUTPUT IS PROVIDED "AS IS." THE COMPANY MAKES NO WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS, OR RELIABILITY. AI OUTPUT MAY CONTAIN ERRORS, BIAS, OR "HALLUCINATIONS."

AI OUTPUT IS NOT PROFESSIONAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ANY AI OUTPUT BEFORE USE.

10.3. Consulting Services Disclaimer

We warrant that Consulting Services will be performed in a professional, workmanlike manner. Your sole remedy for a breach of this warranty is re-performance of the services or a refund of fees for the non-conforming services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE PRECEDING 12 MONTHS.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

These limitations are an essential basis of the bargain between the parties. The limitations will not apply to liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations.

12.1. Customer Indemnification

You agree to indemnify, defend, and hold harmless the Company from any third-party claims arising from your use of the Services in breach of this Agreement, your Customer Content, or your gross negligence or willful misconduct.

12.2. Company Indemnification

We agree to indemnify, defend, and hold harmless you from any third-party claims alleging that your authorized use of our core, unmodified Software or AI Services infringes a third party's U.S. patent, copyright, or trademark rights. This obligation is subject to certain conditions and exclusions, such as modifications you make or combinations with other products. Our liability under this section is limited to procuring the right for you to continue using the service, replacing it with a non-infringing equivalent, or refunding prepaid, unused fees.

This Agreement begins on the Effective Date and continues until terminated. Either party may choose not to renew a subscription at the end of its term. Either party may terminate for a material breach that is not cured within 30 days of notice. We may terminate or suspend access immediately for non-payment or violation of the AUP. Upon termination, your rights to use the Services cease, and you must pay any outstanding fees. Certain sections, including Intellectual Property, Confidentiality, Limitation of Liability, and Indemnification, will survive termination.

This Agreement is governed by the laws of the State of Oregon. The parties agree to first attempt to resolve any dispute through informal negotiation. If unsuccessful, disputes shall be resolved by binding arbitration in Portland, Oregon, administered by JAMS.

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL PROCEEDINGS SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS, NOT AS A CLASS ACTION. EACH PARTY WAIVES ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION.

This Agreement, along with any Order Forms, SOWs, and the Privacy Policy, constitutes the entire agreement between the parties. It can only be amended in writing, signed by both parties (except for updates we make to the ToS as allowed in Section 1.4). You may not assign your rights without our consent. We may assign this Agreement in connection with a merger or sale. Neither party is liable for failure to perform due to a force majeure event (e.g., acts of God, war, pandemic). The relationship between the parties is that of independent contractors.

We believe in clear, fair terms for everyone. If you have questions or concerns about our terms of service, we’re here to help.
Contact: [email protected]