Terms of Service
Last Updated July 13, 2020
PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE ACCESSING, DOWNLOADING OR OTHERWISE USING THE
AlphaWave Platform. BY CLICKING “I ACCEPT” OR BY DOWNLOADING OR OTHERWISE USING THE AlphaWave Platform (AS
DEFINED BELOW), YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND
BY ITS TERMS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE
THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, SUCH
ENTITY MAY NOT USE THE AlphaWave Platform AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE AlphaWave Platform.
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU ARE NOT PERMITTED TO ACCESS,
DOWNLOAD OR OTHERWISE USE THE AlphaWave Platform. This Agreement is between AlphaWave Inc. (“AlphaWave”) and
you, the licensee of the AlphaWave Platform (“you” or “your”). This Agreement is effective the earlier of the
date that you sign or accept this Agreement, download the AlphaWave Platform and the date that you begin using
the AlphaWave Platform (“Effective Date”).
THIS AGREEMENT REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING
IN ANY WAY TO THIS AGREEMENT, OR YOUR ACCESS TO OR USE OF THE AlphaWave Platform, INCLUDING THE VALIDITY,
APPLICABILITY OR INTERPRETATION OF THIS AGREEMENT, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN
INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR
PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
RESOLUTION OF ANY CLAIM.
You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right,
authority, and capacity to agree to and abide by this Agreement; and (c) are not a person barred from using the
AlphaWave Platform under the laws of any applicable jurisdiction. THE AlphaWave Platform ARE NOT INTENDED FOR
USERS UNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING
ANY ASPECT OF THE AlphaWave Platform, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE
13 YEARS OF AGE OR OLDER.
“AlphaWave Platform” means any and all of the services, software and other offerings provided by AlphaWave
pursuant to this Agreement, including the SaaS Platform and Scanners, the offerings provided through
https://app.alphawave.co, any mobile applications and APIs provided by AlphaWave, and all such services and
software labeled as trial, preview or otherwise. AlphaWave Platform may include any enhancements, updates,
upgrades, derivatives or bug fixes to such services, software, and offerings, and any documentation, add-ons,
templates, sample data sets, and hardware devices as provided by AlphaWave.
“Data” means the raw data you upload or submit to AlphaWave and the resulting data from the processing of such
raw data using the AlphaWave Platform.
“Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or
other feedback provided by you (whether in oral, electronic or written form) to AlphaWave related to the
“Internal Purposes” means internal business use within your systems, networks, and devices (“Your Environment”),
to conduct scanning and monitoring of computer networks, as well as testing and evaluation of the AlphaWave
Platform in order to provide Feedback. Such purposes also include use of AlphaWave Platform as part of services
you provide to third party clients (“Clients”), to scan and monitor the computer networks of such Clients, so
long as the product is not incorporated into your, a Client’s or other third-party’s, product or software.
“Live Asset” is a computer, device, or other system within a particular Organization that responds to network
requests during the last scan of the specific network to which it belongs.
“Organization” is a distinct sub-entity within Your Environment or your Client’s environment, on which Agents
will be deployed to scan and monitor the relevant computer networks. “SaaS Platform” means everything at
https://app.alphawave.co, https://docs.alphawave.co, and related services located in the https://alphawave.co
domain and subdomains, including software, code, algorithms, hosted services, and web interfaces, except the
“Scanner” means all discovery tools, software, scripts and code that are downloadable from the SaaS Platform or
otherwise provided by AlphaWave and used, either on a stand-alone basis or in conjunction with the SaaS
Platform, to scan and monitor the systems, networks, and devices.
“User” is a distinct named user permitted by you to access the AlphaWave Platform defined by an email address
and tied to a specific billing account. Users may have access to all Organizations within Your Environment or
the applicable Client’s environment, or be limited to accessing just one or more Organizations. You are
responsible for all use of the AlphaWave Platform by Users. Users with read-only access will not count against
your limit on the number of Users.
2. LICENSE GRANT.
Your use of the AlphaWave Platform is subject to and governed by the terms and conditions in this Agreement.
Subject to and conditioned on your compliance with the terms and conditions of this Agreement, AlphaWave grants
you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license during the Term to use the
AlphaWave Platform in a secure location, only for the Internal Purposes. You may only use the Applications and
Services set forth in your order through https://app.alphawave.co or quote, as applicable (an “Order”), and use
such Services and Applications solely as necessary to enable your permitted use of the AlphaWave Platform as set
3. LICENSE RESTRICTIONS.
a. Restrictions. Except as expressly authorized in this Agreement or by AlphaWave, you will not, and will not
permit any third party to: (i) access or use the AlphaWave Platform for any other purposes (including for any
competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy the AlphaWave Platform
(except as required to run the AlphaWave Platform and for reasonable backup purposes); (iii) modify, adapt, or
create derivative works of the AlphaWave Platform; (iv) rent, lease, loan, resell, transfer, sublicense, display
or distribute the AlphaWave Platform to any third party; (v) use or offer any functionality of the AlphaWave
Platform on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or
permit other individuals or entities to create Internet “links” to the AlphaWave Platform, or “frame” or
“mirror” the AlphaWave Platform on any other server, or wireless or Internet-based device; (vi) decompile,
disassemble, translate or reverse-engineer the AlphaWave Platform or otherwise attempt to derive the AlphaWave
Platform source code, algorithms, methods or techniques used or embodied in the AlphaWave Platform; (vii)
disclose to any third party the results of any benchmark tests or other evaluation of the AlphaWave Platform,
(viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or
markings from or on the AlphaWave Platform; (ix) interfere with or disrupt servers or networks connected to any
website through which the AlphaWave Platform provided; (x) use the AlphaWave Platform to collect or store
personal data about any person or entity; (xi) use the AlphaWave Platform to build a similar or competitive
product or service; or (xii) use the AlphaWave Platform for any illegal, unauthorized or otherwise improper
b. Other Parties. Any employee, consultant, contractor, or agent hired to perform services for you may operate
the AlphaWave Platform on your behalf solely under these terms and conditions, provided that: (i) you are
responsible for ensuring that any such party agrees in a legally enforceable manner to abide by and fully comply
with the terms and conditions of this Agreement on the same basis as applicable to you; (ii) such use is only in
connection with your Internal Purposes; (iii) such use does not represent or constitute an increase in the scope
of the licenses provided hereunder; and (iv) you remain fully liable and responsible for any and all acts or
omissions by such third parties related to this Agreement.
c. Immediate Termination. Any violation of this Section 3 by you shall be a material breach of this Agreement
and AlphaWave may immediately terminate this Agreement without notice.
a. Definition. “Confidential Information” means information that either: (i) is designated as confidential by
the Discloser at the time of disclosure; or (ii) would reasonably be understood by the Recipient, given the
nature of the information or the circumstances surrounding its disclosure, to be confidential, including without
limitation, Discloser’s product designs, product plans, data, software and technology, financial information,
marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions and know-how
disclosed by Discloser to Recipient, whether in writing, verbally or otherwise, and whether prior to, on or
after the Effective Date. Confidential Information of AlphaWave also includes the AlphaWave Platform and the
existence and terms and conditions of this Agreement.
b. Use of Confidential Information. A party which receives Confidential Information under this Agreement
(“Recipient”) may not use the Confidential Information from the party which discloses Confidential Information
under this Agreement (“Discloser”) in any way, for its own benefit or the benefit of any third party, except as
expressly permitted by, or as required to implement, this Agreement.
c. Disclosure of Confidential Information. Recipient will: (i) hold Confidential Information in strict
confidence and take reasonable precautions to protect and secure such Confidential Information (such precautions
to include, at a minimum, all precautions Recipient employs with respect to its own Confidential Information);
and (ii) not divulge any Confidential Information to any third party (other than to employees or contractors as
set forth below). Any employee or contractor given access to any Confidential Information must have a legitimate
“need to know” such Confidential Information for use specified in Section 2 and Recipient will remain
responsible and liable for each such person’s compliance with this Agreement.
d. Confidentiality Period. Irrespective of any termination of this Agreement, Recipient’s obligations with
respect to Confidential Information under this Agreement expire 5 years from the date of receipt of the
Confidential Information (except with respect to any trade secrets and Data where such obligations will be
e. Exclusions. This Agreement imposes no obligations with respect to information which: (i) was in Recipient’s
possession before receipt from Discloser; (ii) is or becomes a matter of public knowledge through no fault of
Recipient; (iii) was rightfully disclosed to Recipient by a third party, who has no restriction on disclosure;
or (d) is developed by Recipient without use of the Confidential Information as can be shown by documentary
evidence. Recipient may make disclosures to the extent required by law or court order, provided Recipient makes
reasonable efforts to provide Discloser with notice of such disclosure as promptly as possible and uses diligent
efforts to limit such disclosure and obtain confidential treatment or a protective order, and has allowed
Discloser to participate in the proceeding.
f. Return or Destruction of Confidential Information. Upon termination of this Agreement or written request by
Discloser, the Recipient will: (i) cease using the Confidential Information; and (ii) return or destroy the
Confidential Information and all copies, notes or extracts thereof to Discloser within seven (7) business days
of such request or termination.
5. TERM AND TERMINATION.
a. Term. This Agreement will be effective from the earlier of (i) the date provided above, and (ii) the date on
which you first installed, downloaded or accessed a copy of the AlphaWave Platform, and shall continue until
terminated, as set forth below (the “Term”).
b. Termination. This Agreement may be terminated at any time by either party, with or without cause, effective
upon notice of termination.
c. Effect of Termination. Immediately upon termination, (i) all licenses granted under this Agreement will
immediately terminate and you will immediately cease all use of the AlphaWave Platform; (ii) you will destroy
the AlphaWave Platform in your possession, or upon request by AlphaWave, return to AlphaWave the Confidential
Information that is in your possession or control; and (iii) any and all of your payment obligations for each
Order will immediately become due. Upon AlphaWave’s request, you will certify in writing that you have returned
or destroyed all copies of AlphaWave’s Confidential Information. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14
and 15, will survive termination of this Agreement. Neither party shall be under any obligation to enter into an
agreement after termination or expiration of this Agreement.
d. Suspension. AlphaWave reserves the right at any time to modify, suspend, or discontinue the AlphaWave
Platform (or any portion thereof) with or without notice, and AlphaWave shall not be liable to you or any third
party for any such modification, suspension or discontinuance.
The AlphaWave Platform is licensed, not sold, and AlphaWave, its suppliers or its licensors, retains and
reserves all rights not expressly granted in this Agreement. AlphaWave, its suppliers or its licensors own all
worldwide right, title and interest in and to the AlphaWave Platform, including all worldwide patent rights
(including patent applications and disclosures); copyright rights (including copyrights, copyright registration
and copy rights with respect to computer software, software design, software code, software architecture,
firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens,
alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights
with respect to confidential or proprietary information; know-how; other rights with respect to inventions,
discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures,
technical information and other technology; and any other intellectual and industrial property rights, whether
or not subject to registration or protection; and all rights under any license or other arrangement with respect
to the foregoing (collectively, “Intellectual Property Rights”). Except as expressly stated in this Agreement,
AlphaWave does not grant you any Intellectual Property Rights in the AlphaWave Platform. The AlphaWave Platform
is copyrighted and protected by the laws of the United States and other countries, and international treaty
a. Fees and Expenses. You shall pay all agreed upon fees for each Order for the AlphaWave Platform (“Fees”) and
in accordance with terms set forth therein and herein.
b. Payment Terms. You will pay Fees 30 days after the invoice date. AlphaWave shall email invoices to you within
two (2) business days of the date of the invoice. You shall provide AlphaWave with complete and accurate billing
contact information including a valid email address. All payments to AlphaWave are non-refundable. All payments
will be made in United States dollars via electric funds transfer, as per the instructions of AlphaWave.
AlphaWave may invoice parts of any Order separately or all in one invoice. Any discounts, interests and taxes
invoiced to an Order shall be allocated equally to each AlphaWave Platform and licenses provided under Order.
c. Late Payments. If you fail to pay any past due invoice, AlphaWave may revoke or suspend the AlphaWave
Platform until such time as you bring your account completely current. AlphaWave may charge interest on all past
due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. If
you are delinquent in your payments for two (2) consecutive months, AlphaWave may, upon written notice to you,
modify the payment terms to require full pre-payment of any or all Order Forms (both currently contracted and in
the future), or require other assurances to secure your payment obligations hereunder.
d. Taxes. All Fees exclude any and all taxes and similar fees now in force, enacted or imposed in the future on
the transaction, delivery of the AlphaWave Platform, including any sales, use or value added taxes, goods and
services tax, consumption tax, customs duties or similar charges, but excluding withholding taxes and taxes
solely based on AlphaWave’s net income, and you shall be responsible for payment of all such taxes, duties and
charges, and any related penalties and interest arising from the payment of such amounts. If you are legally
required to withhold any amounts to be paid to AlphaWave, you will deduct such taxes from the amount otherwise
owed, pay the tax to the appropriate taxing authority, and provide to AlphaWave on a timely basis properly
executed certificates, receipts or other documentation as evidence of such tax payment to the taxing authority,
sufficient to permit AlphaWave to establish AlphaWave’s right to a credit for such taxes against AlphaWave’s
income tax liability. You shall provide AlphaWave with such assistance as AlphaWave shall reasonably request in
connection with any application by AlphaWave to qualify for the benefit of a reduced rate of withholding
taxation under the terms of any applicable income tax treaty.
You may provide AlphaWave with Feedback. AlphaWave, in its sole discretion, may or may not respond to your
Feedback or promise to address all your Feedback in the development of future features or functionalities of the
AlphaWave Platform or any related or subsequent versions of such AlphaWave Platform. You assign, at no charge,
all rights, title and interests in Feedback to AlphaWave, and agree that AlphaWave is free to use, reproduce,
modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made,
assign, pledge, transfer or otherwise grant rights in the Feedback in any form and any medium (whether now known
or later developed), without credit or compensation to you. You warrant that the Feedback does not infringe any
copyright or trade secret of any third party, and that you have no knowledge of any patent of any third party
that may be infringed by the Feedback (including any implementation thereof recommended by you). You further
warrant that your Feedback is not subject to any license terms that would purport to require AlphaWave to comply
with any additional obligations with respect to any AlphaWave Platform that incorporates your Feedback.
a. Data Processing. AlphaWave shall process and use any personal data that you provide in accordance with the
personal data from a third party data subject when you are acting as their data controller, AlphaWave will
process such personal data in accordance with its Data Processing Agreement located at
https://www.alphawave.co/dpa.pdf. AlphaWave will maintain a security program materially in accordance with
industry standards that are designed to protect the security, confidentiality and integrity of the Data. You
hereby grant AlphaWave a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable
license to use, access, transmit, host, store, and display the Data solely for the purpose of providing and
improving the AlphaWave Platform, including rights to extract, compile, aggregate, synthesize, use, and
otherwise analyze all or any portion of the Data. AlphaWave may use, publish, share, distribute, or disclose
such Data on an aggregate basis or in a de-identified manner that does not allow personal data about you to be
separated from the aggregate data and identified as originating from you.
b. Data Warranty and Obligations. You represent, warrant and agree that you have all rights to provide the Data
and other materials that you provide or make available to AlphaWave. You acknowledge and agree that you are
solely responsible for all Data and for your conduct while using the AlphaWave Platform. You acknowledge and
agree that: (i) you will evaluate and bear all risks associated with your use and distribution of all Data; (ii)
you are responsible for protecting and backing up the Data; (iii) you are responsible for protecting the
confidentiality of all Data in your possession and control; and (iv) under no circumstances will AlphaWave be
liable in any way for the content of any Data, including, but not limited to, any errors or omissions in any
Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction
of any Data. You have full discretion and control on how to store, protect, remove or delete any Data on the
AlphaWave Platform and AlphaWave shall have no liability for any damages caused by such deletion or removal of
or failure to store or protect Data.
a. Mutual Representations and Warranties. Each party represents and warrants that it has full right, power, and
authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that
the performance of such obligations and duties does not conflict with or result in a breach of any other
agreement of such party or any judgment, order, or decree by which such party is bound.
b. Disclaimer. EXCEPT AS SET FORTH IN SECTION 9.a., AlphaWave DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE
PRACTICE, OR BY STATUTE OR IN LAW. AlphaWave SPECIFICALLY DOES NOT WARRANT THAT THE AlphaWave Platform WILL MEET
YOUR REQUIREMENTS, THE OPERATION OR OUTPUT OF THE AlphaWave Platform WILL BE ERROR-FREE, VIRUS-FREE, SECURE,
ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU PROVIDE THE
DATA ON AN “AS IS” BASIS AND YOU PROVIDE NO GUARANTEE OF THE ACCURACY OF THE DATA PROVIDED TO AlphaWave.
AlphaWave is not obligated to support, update or upgrade the AlphaWave Service.
c. AlphaWave Platform Disclaimer for Starter Edition, Evaluation License and Complimentary License Customers.
NOTWITHSTANDING ANYTING TO THE CONTRARY HEREIN AND IN ADDITION TO ALL OTHER DISCLAIMERS, ALL AlphaWave Platform
FOR STARTER EDITION, EVALUATION LICENSE AND COMPLIMENTARY LICENSE CUSTOMERS (“FREE AlphaWave Platform”) ARE
PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS, AND YOUR USE OF SUCH FREE AlphaWave Platform IS AT ITS SOLE
RISK. AlphaWave has no obligations in connection with or in the course of providing the Free AlphaWave Platform.
11. LIMITATION OF LIABILITY.
a. IN NO EVENT WILL AlphaWave BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, OR FOR ANY LOSS OF USE, DATA, GOODWILL OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING
SUBSTITUTE BETA SOFTWARE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE
AlphaWave Platform. WITHOUT LIMITING THE FOREGOING, AlphaWave WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY
BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED
HEREIN AND ANY ASSOCIATED CESSATION OF THE AlphaWave Platform, ITS FUNCTIONS, ANY UNANTICIPATED OR UNSCHEDULED
DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE AlphaWave Platform.
AlphaWave’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY IN
CONNECTION WITH THIS AGREEMENT, INCLUDING ALL ORDER FORMS, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED
a. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES
FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND
WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW
PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY
MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE
THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL
APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. COMPLIANCE WITH LAWS.
You will comply fully with all applicable laws, including all applicable laws relating to bribery or corruption,
and export laws and regulations of the United States and any other country (“Export Laws”) where you use any of
the AlphaWave Platform. You represent and warrant that you are not (a) located in, or a resident or a national
of, a restricted country; or (b) on any of the relevant U.S. Government Lists of prohibited persons, including
but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce
Department’s List of Denied Persons or Entity List.
You further represent and warrant that you shall not export, re-export, ship, or transfer the AlphaWave Platform
to any restricted countries or restricted end users or use the AlphaWave Platform in any restricted countries or
for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or
biological weapons related end uses. You understand that the requirements and restrictions of the Export Laws
may vary depending on the specific AlphaWave Platform and may change over time, and that, to determine the
precise controls applicable to the AlphaWave Platform, it is necessary to refer to the U.S. Export
Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.
13. CHOICE OF LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, as if
performed wholly within the state and without giving effect to the principles of conflict of law rules of any
jurisdiction. The parties agree that neither the Uniform Computer Information Transaction Act (UCITA) nor the
United Nations Convention on Contracts for the International Sale of Goods, shall apply to this Agreement
regardless of the states in which the parties do business or are incorporated.
14. BINDING ARBITRATION AND CLASS ACTION WAIVER.
a. ALL CLAIMS (AS DEFINED ABOVE) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT
THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS AGREEMENT AS A COURT OF
LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S
JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
b. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable
Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available
at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s
rules. The arbitration shall be conducted in the English language by a single independent and neutral
arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be
conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient
to both parties with due consideration of their ability to travel and other pertinent circumstances, as
determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the
arbitral award may be entered in any court of competent jurisdiction.
c. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED
OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN
COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE
BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL
JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR
ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
d. Notwithstanding anything to the contrary, you and AlphaWave may seek injunctive relief and any other
equitable remedies from any court of competent jurisdiction to protect its Confidential Information or
Intellectual Property Rights, whether in aid of, pending, or independently of the resolution of any dispute
pursuant to the arbitration procedures set forth in this Section 14.
e. If AlphaWave implements any material change to this Section 14, such change shall not apply to any claim for
which you provided written notice to AlphaWave before the implementation of the change. The prevailing party
shall recover its reasonable attorneys’ fees, expert fees, costs including arbitration costs and fees.
All notices required or permitted under this Agreement hereto will be in writing and delivered in person, by
email to the address designated in the applicable Order Form, by confirmed facsimile transmission, by overnight
delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each
instance will be deemed given upon receipt. You may not assign, delegate or transfer this Agreement, in whole or
in part, by agreement, operation of law or otherwise. Any attempt to assign this Agreement other than as
permitted herein shall be null and void.
You acknowledge that AlphaWave may assign, subcontract or delegate any of its rights or obligations under this
Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted
successors and assigns. This Agreement along with any additional terms incorporated herein by reference
constitute the complete and exclusive understanding and agreement between the parties relating only to the
subject matter of the AlphaWave Platform, including Confidential Information, and shall supersede any and all
prior or contemporaneous agreements, communications and understandings, written or oral, relating to such
This Agreement is limited to the use of AlphaWave Platform, Data and Confidential Information and as such, this
Agreement is separate from and shall have no effect on any other agreement you may have with AlphaWave. Any
waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and
signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder
or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The
failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other
right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions
stated herein are declared to be severable.
If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the
remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be
construed so as to be enforceable to the maximum extent permissible by law. For the purposes of this Agreement,
the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without
limitation.” Any prevention of or delay in performance by AlphaWave hereunder due to labor disputes, acts of
god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other
casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a
period equal to the duration of any such prevention or delay.