Terms of Service

These Terms of Service Were Last Updated on March 29, 2024

Nth Wave LLC (hereinafter, “Company ”, “we”, or “us) operates its website, located at nthwayve.com (the “Site”). The Company provides services including but not limited to: website development, website design, domain purchasing, domain linking, web host purchasing, web host linking, website and content language translation, logo design, and search engine optimization (the “Services ”).

Your use of the Services is subject to the terms and conditions set forth in these Terms of Service (the “Terms of Service”), and any other agreements executed between you and the Company.

APPLICABILITY & ACCEPTANCE

By viewing, using, accessing or browsing any content made available on the Site, or submitting any content to the Site, you agree to these Terms of Use as a binding legal agreement between you and the Company, without limitation or qualification. The term “you” or “You” shall refer to any person or entity that views, uses, accesses, browses or submits any content or material in connection with use of the Sites, contacts the Company, or purchases Services from the Company.

If you do not agree to these Terms of Use, then you may not use the Sites or contract the Company for rendering of Services. We reserve the right to modify these Terms of Use at any time without prior notice.

TERMINATION AND MODIFICATIONS TO THE SITES

The Company reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Services or the availability of the Site (or any part thereof), subject to the terms of any Agreement.

You may terminate your use of the Site or Services at any time, subject to the terms of any Agreement you may have with us, including but not limited to the Service Agreement you may have executed for the rendering of Services.

INTELLECTUAL PROPERTY

You acknowledge that all materials on the Site, including, but not limited to, the website design, graphics, text, sounds, pictures, and other files and the selection and arrangement thereof (collectively, “Materials”), are the property of the Company and/or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners. The Company authorizes you to view, download and/or print the Materials provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of the Company or the respective copyright owner. In the absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial resale purposes.

SUGGESTIONS AND IMPROVEMENTS

By sending us any ideas, suggestions, documents or proposals (“Feedback”) for the rendering of Services or use of the Site, you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against the Company and its users any claims and assertions of any moral rights contained in such Feedback.

REPRESENTATIONS

You expressly represent, warrant, and/or acknowledge the following:

The Company does not warrant or guarantee the suitability or availability of any material or content, including without limitation any, data, products or services, that may be provided through the Services or Site.
The Company does not screen the authenticity or quality of any material or content or any provider of material or content, including, data, products or services found through the Services or Site.
The Company makes no representations or promises regarding any material or content, and that many of the materials or content provided via the Services or Site may be owned or licensed by third parties.
The Company makes no representations or promises that any work provided via the Services will be compliant with the Americans with Disabilities Act (“ADA”).

WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICES OR SITE IS AT YOUR SOLE RISK. THE SERVICES AND THE ASSOCIATED MATERIALS AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, THE COMPANY, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “COMPANY PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES MAKE NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE SERVICES SWILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES OBTAINED OR PURCHASED BY YOU THROUGH THE COMPANY SERVICES WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. THE COMPANY PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE SERVICES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE SERVICES; (V) FOR ANY DISPUTES BETWEEN USERS OF THE SERVICES OR BETWEEN A USER OF THE SERVICE AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE SERVICE OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE COMPANY PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE COMPANY PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE CHARGES PAID BY YOU DIRECTLY TO THE COMPANY FOR SERVICES PROVIDED SOLELY AND DIRECTLY BY THE COMPANY TO YOU IN THE SIX MONTHS PRIOR TO SUCH CAUSE OR CLAIM.

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM YOU MAY BRING MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR IT WILL BE PERMANENTLY BARRED.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Services or Site. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement, or compromise negotiations, as requested by us.

PURCHASES AND PAYMENTS

Purchase of Services. Your contract for the purchase of Services, if any, is completed once you confirm your purchase and performance of this contract begins as soon as the purchase is complete.

Pricing. Pricing and availability of all Services for sale, if any, displayed through the Site or made known by contacting the Company are subject to change at any time before the execution of the Service Agreement by you.

MISCELLANEOUS

Entire Agreement. These Terms of Service constitute the entire agreement between the Company and each user of the Services with respect to the subject matter of these Terms of Service.

Severability. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions will not be affected.

Waiver. The failure of the Company Parties to insist upon strict adherence to any term of these Terms of Service shall not constitute a waiver of such term and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict adherence to that term or any other term contained in these Terms of Service. You may not assign your obligations or rights hereunder to another entity or individual. We may transfer, assign or delegate these Terms of Service and its rights and obligations without your consent.

Force Majeure. We shall have no liability to you hereunder if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, pandemic, epidemic, or storm.

Relationship. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind us in any respect whatsoever.

Causes of Action. No action arising out of these Terms of Service or your use of the Services, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action arises (or if multiple causes, from the date the first such cause arose).

APPLICABLE LAW AND JURISDICTION

Your use of the Services is governed by and will be enforced under the laws of the State of Florida (the “Jurisdiction”) without regard to its conflict of law provisions. Any controversy, claim, suit, injury or damage arising from or in any way related to the Services or these Terms of Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect and before a single arbitrator located in or near St. Petersburg, Florida. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. The Company may seek any interim or preliminary relief from a court of competent jurisdiction in the State listed above necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration. You hereby waive any right for trial by a jury in a court of law.

Customer Service. If you have any comments or questions regarding these Terms of Service, you may contact us at the address below.

Contact Nth Wayve. For questions regarding these Terms of Use, contact us via email at legal@nthwayve.com or via telephone at +1-813-9663202.