Effective upon first access to the WaveDesk Platform
These Terms of Service (these "Terms") govern your use of the WaveDesk Platform (the "WaveDesk Platform"), accessible through the https://www.wavedesk.ai/ website (the "Site"), and which was developed and published by Whale Laboratories ("Whale Laboratories", "us", or "we"). WaveDesk is a product of Whale Laboratories
AS A CONDITION TO USING THE WAVEDESK PLATFORM, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT USE THE WAVEDESK PLATFORM. ADDITIONALLY, YOU REPRESENT AND WARRANT THAT YOU ARE ACCESSING AND USING THE WAVEDESK PLATFORM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (SUCH AS YOUR EMPLOYER), AND THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS, WHEREBY "YOU" AND "YOUR" REFER TO THAT ENTITY.
You must register for the WaveDesk Platform by providing accurate information as prompted via the Site, which registration we will approve or decline in our sole discretion.
You shall not allow any person or entity to use the WaveDesk Platform other than your employees or contractors who you have authorized to use the WaveDesk Platform on your behalf ("Authorized Users"). Once approved by WaveDesk, you may permit Authorized Users to access the WaveDesk Platform by creating an account for each Authorized User under your organization's administrative account, and provided in all cases that you are responsible for all acts or omissions by your Authorized Users in connection with their use of the WaveDesk Platform and their compliance with these Terms, including, without limitation, the obligations and the restrictions set forth in Section 3(b) herein.
In addition to the data collected during registration, WaveDesk may capture your browsing history and the URL of pages visited using the WaveDesk Platform, and store and use such data to facilitate your use of the WaveDesk Platform. We may also collect and use all data collected from your use of the WaveDesk Platform for our internal business purposes, such as to provide, maintain, and improve the WaveDesk Platform. Additionally, we may collect or create data that is derived or aggregated, in deidentified form, from the data you provide through the WaveDesk Platform or from your use of the WaveDesk Platform, including usage data or trends with respect to the WaveDesk Platform ("Aggregate Data"), and we retain sole and exclusive ownership of all Aggregate Data and may use it without restriction, including for our current and future business purposes, such as product development, research, legal compliance, and testing. We have no obligation to retain any data that you may have provided to us. You agree to all such collection, use, and disclosure, and will take any further acts to affect the intent of this Section requested by WaveDesk.
The WaveDesk Platform may provide links to content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content available via the WaveDesk Platform.
These Terms will take effect when you first access the WaveDesk Platform ("Effective Date") and remain in effect until the sooner of: (a) our announcement that the WaveDesk Platform is no longer in "beta test" form and that the WaveDesk Platform will be subject instead to a separate software-as-a-service, subscription, or similar license agreement with associated fees; or (b) termination of these Terms by us, which will be effective upon written notice given by us to you. For clarity, WaveDesk may terminate these Terms for convenience at any time upon written notice. Upon termination, unless the parties agree otherwise in writing, you will immediately cease all access and use of the WaveDesk Platform, and your license to the WaveDesk Platform will terminate immediately. The following Sections will survive termination or expiration of these Terms: This Section 2 (with regard to termination and survival) and Sections 3(c), 3(d), 4, 5, 6, and 7.
Subject to your compliance with these Terms, WaveDesk grants you a limited, revocable, royalty-free, non-transferable, non-sublicensable, and non-exclusive license to use the WaveDesk Platform during the term of these Terms solely for your internal business purposes to improve employee job descriptiveness and efficiency. These Terms do not entitle you to use the WaveDesk Platform for purposes other than as explicitly stated herein.
You shall not:
WaveDesk is and will remain the exclusive owner of all patents, copyrights, trademarks, trade secrets, and other intellectual property and other rights in and to the WaveDesk Platform. All rights not specifically granted to you in these Terms are reserved by WaveDesk. The WaveDesk Platform are licensed and not sold.
You may provide, from time to time, to WaveDesk suggestions as to changes or modifications to the WaveDesk Platform or WaveDesk's business or products generally ("Suggestions"). WaveDesk will have (and you hereby grant) the non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit all such Suggestions at its discretion and without restriction for any purpose known or hereafter invented.
In connection with your use of the WaveDesk Platform, you may be exposed to confidential information of WaveDesk that is designated as confidential or due to its nature, you should know is confidential ("Confidential Information"). Confidential Information includes the WaveDesk Platform, its performance and functionality, and your experience with the WaveDesk Platform. You will not use the Confidential Information except to use the WaveDesk Platform internally in accordance with these Terms or to provide Suggestions to us. You will not disclose the Confidential Information to any third party and will take reasonable precautions to protect the confidentiality of the Confidential Information. If you are required by applicable law to disclose any Confidential Information, you will give WaveDesk reasonable advance written notice to seek confidential treatment or otherwise protect its Confidential Information. Upon WaveDesk's request, or upon termination of these Terms, you will return and delete from your computer systems all Confidential Information (including any copies, summaries, extracts and other forms thereof) within your possession or control.
THE WAVEDESK PLATFORM IS PROVIDED ON AN "AS IS" BASIS. WAVEDESK DOES NOT REPRESENT OR WARRANT THAT THE WAVEDESK PLATFORM OR YOUR USE OF THE WAVEDESK PLATFORM (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. WAVEDESK MAKES NO WARRANTY THAT USE OF THE WAVEDESK PLATFORM WILL COMPLY WITH ANY LAW; YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS. WAVEDESK MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. WAVEDESK FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING BY STATUTE, COURSE OF DEALING, CUSTOM OR USAGE, TRADE PRACTICE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT OR SIMILAR LAW, AS IN EFFECT ANYWHERE.
IN NO EVENT WILL WAVEDESK BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CAUSE OF ACTION FROM WHICH THEY ARISE), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA OR USE, DAMAGES FROM DISCLOSURE OR UNAUTHORIZED USE OF PERSONAL DATA, FOR INTERRUPTED COMMUNICATIONS OR NETWORK OUTAGES, OR FROM ANY DEFECT, ERROR OR MALFUNCTION OF THE WAVEDESK PLATFORM, ANY SERVICES, OR OTHER SOFTWARE, HARDWARE OR EQUIPMENT, EVEN IF WAVEDESK OR ANY OTHER HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF CIRCUMSTANCES CAUSE A REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF WAVEDESK ARISING FROM, RELATING TO, OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNT PAID TO WAVEDESK BY YOU OR $100, WHICHEVER IS GREATER, EVEN IF WAVEDESK OR ANY OTHER HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH LIABILITY, OR IF CIRCUMSTANCES CAUSE A REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 6 FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Additionally, you will indemnify, defend, and hold harmless WaveDesk from and against any damages, losses, liabilities, and expenses (including reasonable attorneys' fees), arising in connection with third-party claims arising from (i) your violation of applicable law; (ii) your misuse of the WaveDesk Platform; or (iii) your gross negligence, willful misconduct, or fraud.
These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Los Angeles, California and the parties irrevocably consent to the personal jurisdiction and venue therein.
All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) when sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party; or (iv) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.
You will not assign or transfer these Terms, by operation of law or otherwise, without the prior written consent of WaveDesk. WaveDesk will have the right to freely assign its rights and delegate its obligations in these Terms. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns. These Terms are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. These Terms may be amended or modified only by a written document executed by duly authorized representatives of the parties. Either party's failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent. Unless otherwise expressly provided, no provisions of these Terms are intended or will be construed to confer upon or give to any person or entity, other than WaveDesk and you, any rights, remedies or other benefits under or by reason of these Terms. Each party acknowledges and agrees that it has been represented by legal counsel of its choice throughout the negotiation of these Terms, that it has participated in the drafting thereof, and that these Terms will not be construed in favor of or against either party solely on the basis of a party's drafting or participation in the drafting of any portion of these Terms. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect. Captions of the articles, sections and subsections of these Terms are for reference purposes only and do not constitute terms or conditions of these Terms and will not limit or affect the meaning or construction of the terms and conditions of these Terms.
Whale Laboratories
This Privacy Notice is designed to help you understand how Whale Laboratories ("Whale Laboratories," "we," "us," or "our"), the company behind the WaveDesk platform, collects, uses, and shares your personal information, and to help you understand and exercise your privacy choices.
This Privacy Notice applies to personal information processed by us, including on our websites, platform, and other online or offline offerings. To make this Privacy Notice easier to read, our websites and other offerings are collectively called the "Services."
An Important Note: This Privacy Policy does not apply to any of the personal information that our customers may collect and process using WaveDesk's Services ("Customer Data"). Our customers' respective privacy policies govern their collection and use of Customer Data. Our processing of Customer Data is governed by the contracts that we have in place with our customers, not this Privacy Policy. Any questions or requests relating to Customer Data should be directed to our customer.
Changes to our Privacy Notice. We may revise this Privacy Notice from time to time in our sole discretion. If there are any material changes to this Privacy Notice, we will notify you as required by applicable law. You understand and agree that you will be deemed to have accepted the updated Privacy Notice if you continue to use our Services after the new Privacy Notice takes effect.
The categories of personal information we collect depend on how you interact with us, our Services, and the requirements of applicable law. We collect information that you provide to us, information we obtain automatically when you use our Services, and information from other sources such as third-party services and organizations, as described below.
We may collect personal information automatically when you use our Services.
Our uses of these Technologies fall into the following general categories:
Analytics. We may use Technologies and other third-party tools to process analytics information on our Services. These Technologies allow us to better understand how our digital Services are used and to continually improve and personalize our Services.
Third-Party Services and Sources. We may obtain personal information about you from other sources, including through third-party services and organizations. For example, if you access our Services through a third-party application, we may collect personal information about you from that third-party application that you have made available via your privacy settings.
We use your personal information for a variety of business purposes, including to provide our Services, for administrative purposes, and to market our products and Services, as described below.
We may use personal information to tailor and provide you with content and advertisements. We may provide you with these materials as permitted by applicable law. Some of the ways we may market to you include email campaigns, text messages, custom audiences advertising, "personalized advertising" and "targeted advertising," including through cross-device tracking. If you have any questions about our marketing practices, you may contact us at any time as set forth in "Contact Us" below.
We may use personal information for other purposes that are clearly disclosed to you at the time you provide personal information or with your consent.
We also use your personal information for other purposes as requested by you or as permitted by applicable law.
De-identified and Aggregated Information. We may use personal information to create de-identified and/or aggregated information, such as demographic information, information about how you use the Services, information about the device from which you access our Services, or other analyses we create. De-identified and/or aggregated information is not personal information, and we may use, disclose, and retain such information as permitted by applicable laws including, but not limited to, for research, analysis, analytics, and any other legally permissible purposes.
We disclose your personal information to third parties for a variety of business purposes, including to provide our Services, to protect us or others, or in the event of a major business transaction such as a merger, sale, or asset transfer, as described below.
We may access, preserve, and disclose any information we store associated with you to external parties if we, in good faith, believe doing so is required or appropriate to: comply with law enforcement or national security requests and legal process, such as a court order or subpoena; protect your, our, or others' rights, property, or safety; enforce our policies or contracts; collect amounts owed to us; or assist with an investigation or prosecution of suspected or actual illegal activity.
If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, purchase or sale of assets, or transition of service to another provider, your information may be sold or transferred as part of such a transaction, as permitted by law and/or contract.
The privacy choices you may have about your personal information are determined by applicable law and are described below.
The online advertising industry also provides websites from which you may opt out of receiving targeted ads from data partners and other advertising partners that participate in self-regulatory programs. Please note you must separately opt out in each browser and on each device.
We store the personal information we collect as described in this Privacy Notice for as long as you use our Services, or as necessary to fulfill the purpose(s) for which it was collected, provide our Services, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce our agreements, and comply with applicable laws.
To determine the appropriate retention period for personal information, we may consider applicable legal requirements, the amount, nature, and sensitivity of the personal information, certain risk factors, the purposes for which we process your personal information, and whether we can achieve those purposes through other means.
If you are a resident of Nevada, you have the right to opt-out of the sale of certain personal information to third parties who intend to license or sell that personal information. Please note that we do not currently sell your personal information as sales are defined in Nevada Revised Statutes Chapter 603A. If you have any questions, please contact us as set forth in "Contact Us" below.
The Services are not directed to children under 13 (or other age as required by local law), and we do not knowingly collect personal information from children.
If you are a parent or guardian and believe your child has uploaded personal information to our site without your consent, you may contact us as described in "Contact Us" below. If we become aware that a child has provided us with personal information in violation of applicable law, we will delete any personal information we have collected, unless we have a legal obligation to keep it, and terminate the child's account, if applicable.
Third-Party Websites/Applications. The Services may contain links to other websites/applications and other websites/applications may reference or link to our Services. These third-party services are not controlled by us. We encourage our users to read the privacy policies of each website and application with which they interact. We do not endorse, screen, or approve, and are not responsible for, the privacy practices or content of such other websites or applications. Providing personal information to third-party websites or applications is at your own risk.
Whale Laboratories (the company behind the WaveDesk platform) is the controller of the personal information we process under this Privacy Notice.
If you have any questions about our privacy practices or this Privacy Notice, or to exercise your rights as detailed in this Privacy Notice, please contact us at:
Whale Laboratories
Makers of WaveDesk
Los Angeles, CA