GreenWave Terms of Service

Last Updated: [07/07/2023]

These Terms of Service (this “Agreement”) are between you and GreenWave Organization Corp. (“GreenWave” or “we” or “us”) concerning your access to and use of the websites, including the Regenerative Ocean Farming Hub located at hub.greenwave.org, the digital platform Seaweed Source located at [https://seaweedsource.greenwave.org], learning platforms, educational resources, directories, mobile applications (including the My Kelp app) and other products or services (collectively, the “Services”) we provide. This Agreement hereby incorporates by this reference any additional terms and conditions posted by GreenWave through the Services, or otherwise made available to you by GreenWave.

Please read this Agreement carefully. Your use of the Services constitutes your consent to this Agreement. If you do not agree to this Agreement, do not use our Services. By using the Services, you affirm that you are at least 18 years of age (or the age of legal majority where you live). If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Organization.  

BY AGREEING TO THIS AGREEMENT, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 23, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 23, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND GREENWAVE WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If you do not agree to this Agreement, do not use our Services.

1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised agreement through the Services. Your continued use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify, limit or discontinue all or part of the Services (including access to the Services via any third-party links) or charge, modify or waive any fees required to use the Services.

   Information Submitted Through the Services. Your submission of information through the Services is governed by GreenWave’s Privacy Policy, located at https://www.greenwave.org/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed. For more information about how we collect, use, share and otherwise process information about you, see our Privacy Policy.

   Jurisdictional Issues. The Services are controlled and operated from the United States and are not intended to subject GreenWave to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the availability of Services at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

2. Rules of Conduct. In connection with the Services, you must not:

• Post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, lewd, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

• Post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or may be potentially harmful, invasive, or intended to damage, hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

• Use the Services for business or commercial purposes.

• Violate any applicable law, contract, intellectual property right or other third-party right or commit a tort.

• Use the Services in any manner that violates the community guidelines located at https://hub.greenwave.org/community/topic/43/our-community-guidelines, as updated from time to time.

• Harvest or collect information about users of the Services.

• Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services; or violate any requirement, procedure or policy of such servers or networks.

• Restrict or inhibit any other person from using the Services.

• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without GreenWave’s express prior written consent.

• Reverse engineer, decompile or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law.

• Remove any copyright, trademark or other proprietary rights notice from the Services.

• Frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service, without GreenWave’s express prior written consent.

• Systematically download and store Services content.

• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services, without GreenWave’s express prior written consent.

• You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.

  5. Services; Output. The Services are a supporting resource, intended only to assist you with your evaluation, design, simulation, estimation, analysis, planning, operation, maintenance and other activities related to your ocean farm, including facilitating interactions with other businesses. The Services do not constitute legal advice and are not a substitute and do not obviate the need for (a) your own judgment, (b) the judgment of contractors, engineers, or other professionals offering services related to your ocean farm or (c) your own independent evaluation, design, simulation, estimation, analysis, planning, operation, maintenance or other activities related to your ocean farm. You acknowledge that the Services are not customized for and may not meet the specific regulatory requirements necessary for your ocean farm. It is your responsibility to determine whether use of the Services is appropriate for your purposes. GreenWave will not be responsible or liable in any manner whatsoever for any output or results produced by reference to, assistance of or use of the Services (the “Output”). You are responsible for your use of the Services and Output. Your responsibilities include determining the appropriate uses for the Services and Output and selecting the appropriate Services to help achieve your intended results. You are also responsible for establishing adequate independent procedures for testing the reliability, accuracy, completeness, compliance with applicable laws, rules and regulations and other characteristics of any Output. You further acknowledge that your use of the Services and Output may not achieve the results you desire. Any costs provided in the Services and Output, including the approximate setup costs and the gear and setup budget, are only estimates that are subject to change based on market conditions and prices.

  6. Endorsements. GreenWave may make available listings, descriptions, images, references or links to goods, services, coupons or discounts (collectively, “Endorsements”) that may be made available by GreenWave or by third parties for any purpose, including general information purposes. The availability through the Services of any Endorsement does not imply our endorsement of such Endorsement or affiliation with the provider of such Endorsement. For Endorsements made available for purchase on third-party websites, applications or stores, GreenWave is not the seller of such Endorsements and is not responsible for any refunds, exchanges or disputes or any customer service or support functions for such Endorsements. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Endorsement (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Endorsements, including the applicable colors; however, the actual appearance and colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such appearance or colors. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any Endorsement.

  7. Registration; Usernames and Passwords. You may need to register for an account to use all or part of the Services. Your username and password are for your personal use only and should be kept confidential; you, and not GreenWave, are responsible for any use or misuse of your username or password. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We may reject, or require that you change, any username, password or other information that you provide to us in registering. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

  8. Profiles; Forums.  Users of the Services may make available certain images, information or materials (each, a “Submission”) through or in connection with the Services, including on profile pages or as part of the Services’ interactive functions, such as message boards and other forums, and chatting, commenting and other messaging functionality. GreenWave has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. If you choose to make any of your personally identifiable or other information publicly available through the Services, you do so at your own risk.

  9. Contributions. In addition, you may provide to us images, information, ideas, proposals, suggestions, materials or other feedback or contributions, whether related to the Services or otherwise (collectively, “Contributions”). You hereby acknowledge and agree that any Contributions you provide are being provided voluntarily, such Contributions are not confidential, may be shared with third parties, and your provision of such Contributions is without restriction and does not place GreenWave under any fiduciary or other obligation. For details about how we collect, use, share and otherwise process information about you, see our Privacy Policy.

  10. License. For purposes of clarity, you retain ownership of your Submissions and Contributions. Nonetheless, for any Submission or Contribution, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, transmit, perform and display (publicly or otherwise), import, create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission or Contribution, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

  You represent and warrant that you have all rights necessary to provide the Submissions and Contributions and to grant the licenses granted in this section, and that the Submissions and Contributions, and your provision thereof, are not and will not be confidential or proprietary to any third party or in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission or Contribution that you may have under any applicable law under any legal theory.

  11. Licensed Courses. GreenWave makes available on the Services courses, lessons, worksheets and other educational resources, including those to orient you to the basics of regenerative ocean farming (collectively, “Courses”). Where expressly indicated and subject to your complete and ongoing compliance with the terms and conditions of this Agreement, GreenWave grants you a license to the Courses under the Creative Commons Attribution-NonCommercial 4.0 International License (available at https://creativecommons.org/licenses/by-nc/4.0/) (“Creative Commons License”). By using, downloading or otherwise accessing such Courses, you agree to comply fully with all the terms and conditions of the Creative Commons License. For clarity, GreenWave (together with our suppliers and licensors) retains all rights, titles and interests to all other Services content.

  12. Donations. Donations made through the Services are complete and final charitable gifts to GreenWave and are not refundable. GreenWave is a tax-exempt public charity described in Section 501(c)(3) of the Internal Revenue Code.

  13. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Services, or analyze your access to or use of the Services. We may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

  14. Your Limited Rights; Updates. Subject to your compliance with this Agreement, and solely for so long as you are permitted by GreenWave to use the Services, you may use the Services for your own personal, noncommercial use, and we grant you a non-exclusive, non-transferable, limited license to install a single copy of our mobile app on a mobile device you own or control for use. We may, from time to time, provide updates to our mobile app or device software. You authorize us to automatically install these updates without providing any additional notice or receiving any additional consent. If you do not want those updates, your remedy is to stop using the Services. If we ask for your cooperation to install any update, you must follow our instructions to promptly install the update. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

  15. GreenWave’s Proprietary Rights. We (together with our suppliers and licensors) own the Services, which are protected by proprietary rights and laws. Our trade names, trademarks and service marks include GreenWave Organization Corp, GreenWave and any associated logos. All trade names, trademarks and service marks (including logos) on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks or service marks (including logos) in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use any trade names, trademarks or service marks (including logos) without the express prior written consent of the owner.

  16. Third-Party Materials; Links. The Services may provide or enable access to information, products, services and other materials made available by third parties, including Submissions (collectively, “Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

  We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any related intellectual property rights. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by GreenWave with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials.

  Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

  17. Promotions. Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

  18. Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Services and any Output, Endorsements and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) GreenWave disclaims all warranties with respect to the Services and any Output, Endorsements and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both GreenWave and its affiliates and their respective directors, officers, employees, agents, representatives, licensors and suppliers (including service providers) (collectively, the “Affiliated Entities”), and their respective successors and assigns.

  While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are, or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at support@greenwave.org with a description of such alteration and its location on the Services.

  19. Limitation of Liability. To the fullest extent permitted under applicable law: (a) GreenWave will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Submissions (including unauthorized interception by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, GreenWave will not be liable for damages of any kind resulting from your use of the Services or Output, or from your use of or inability to use the Services or from any Endorsements or Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Services, any Output or any Endorsements or Third Party Materials is to stop using the Services or Output if applicable; and (d) the maximum aggregate liability of GreenWave for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will be the greater of the total amount, if any, paid by you to GreenWave to use the Services or $10.00. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of (and will apply to) both GreenWave and the Affiliated Entities, and their respective successors and assigns.

  20. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless GreenWave and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) (collectively, “Claims”) arising out of or relating to (a) your use of, or activities in connection with, the Services, including any Output, Submissions and Contributions; (b) your use of the name of or any reference to GreenWave or any of its Affiliated Entities; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); and (d) any violation or alleged violation of this Agreement by you. You agree to promptly notify GreenWave of any third-party Claims, cooperate with GreenWave in defending such Claims, and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that GreenWave will have control of the defense or settlement, at GreenWave’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and GreenWave.

  21. Termination. This Agreement is effective until terminated. GreenWave may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if GreenWave believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to access or use the Services will immediately cease, and GreenWave may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 8-12, 15, and 18-28, will survive any expiration or termination of this Agreement.

  22. Governing Law. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of Connecticut, without regard to their principles of conflicts of law, and regardless of your location.

  23. Binding Arbitration. 
  Please read the following section carefully because it requires you to arbitrate certain disputes and claims with GreenWave and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

  No Representative Actions. You and GreenWave agree that any dispute arising out of or related to this Agreement or our Services is personal to you and GreenWave and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

  (a) Except for small claims disputes in which you or GreenWave seeks to bring an individual action in small claims court located in the county of your residential address or disputes in which you or GreenWave seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and GreenWave waive your rights to a jury trial and to have any other dispute arising out of or related to this Agreement or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against GreenWave you agree to first contact GreenWave and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to GreenWave by email to [support@greenwave.org] or by certified mail addressed to [GreenWave, PO Box 550, New Haven, CT 06513]. The Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and GreenWave cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration. Arbitration proceedings will be held in New Haven County, Connecticut unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 23, a “consumer” means a person using the Services for personal, family or household purposes. You and GreenWave agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

  (b) You and GreenWave agree that this Agreement affects interstate commerce and that the enforceability of this Section 23 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

  (c) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, GreenWave, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

  (d) You and GreenWave agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and GreenWave will pay the remaining JAMS fees and costs. For any arbitration initiated by GreenWave, GreenWave will pay all JAMS fees and costs. You and GreenWave agree that the state or federal courts of the State of Connecticut and the United States sitting in New Haven County, Connecticut have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

  (e) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and GreenWave will not have the right to assert the claim.

  (f) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 23 by emailing us at [support@greenwave.org], with “Opt Out of Binding Arbitration” in the Subject line. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 22.

  (g) If any portion of this Section 23 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from this Agreement, (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 23 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 23, and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 23 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 23 will be enforceable.

  24. Information; Complaints. If you have a question or complaint regarding the Services, please send an e-mail to support@greenwave.org. You may also contact us by writing to GreenWave, 315 Front Street, New Haven, CT 06513, or by calling us at 203-680-0356. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

  25. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to GreenWave a written notice by mail or e-mail, requesting that GreenWave remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to GreenWave a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices must be sent in writing to the GreenWave Designated Copyright Agent as follows: By mail to GreenWave, 315 Front Street, New Haven, CT 06513; or by e-mail to copyright@greenwave.org. GreenWave Designated Copyright Agent’s phone number is 203-680-0365. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to GreenWave for certain costs and damages. It is GreenWave’s policy, in appropriate circumstances, to terminate, with or without notice, the accounts of users of our Services who are determined, in GreenWave’s sole discretion, to be “repeat infringers.” We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

  26. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

  27. Conflicts. The Services may include content or other materials licensed under or otherwise subject to a separate agreement or other terms with respect to such content or other materials (“Separate Terms”). If and to the extent there is a conflict between the terms of this Agreement and the Separate Terms, the Separate Terms control to the extent of the conflict.

  28. Miscellaneous. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and GreenWave. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and GreenWave relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and GreenWave relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. GreenWave will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

  29. Mobile Services. The Service includes certain services that are available via a mobile device, including (a) the ability to upload content to the Service via a mobile device, (b) the ability to browse the Services from a mobile device and (c) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

  30. Third Party Distribution Channels. Mobile Services may be made available through the Apple App Store, the Google Play Store or other distribution channels (“Distribution Channels”). If you use or access the Mobile Services through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and GreenWave only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.

  The following terms apply if you are accessing or using our app on an Apple Inc. (“Apple”) branded mobile device.

  (a) Acknowledgement. The Agreement is concluded between GreenWave and you only, and not with Apple, and, as between Apple and us, we are solely responsible for the app and the content thereof.

  (b) Scope of License. The license granted to you for the app under the Agreement is limited to a non-transferable license to use the app on any Apple-branded products that you own or control and as permitted by the Apple Usage Rules set forth in the App Store Terms of Service.

  (c) Maintenance. We are not obligated to provide any support or maintenance services for the app, provided that we are solely responsible for such services to the extent required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the app.

  (d) Warranty. To the extent not effectively disclaimed under Section 18 of this Agreement, we are solely responsible for any warranties, whether express or implied by law. In the event of any failure of the app to conform to any applicable warranty not effectively disclaimed under Section 18, you may notify Apple, and Apple will refund the purchase price (if any) for the app; and you agree that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.

  (e) Liability. Subject to Section 19 of the Agreement, we, and not Apple, are responsible for addressing any claims of yours or any third party relating to the app or your possession and/or use of that app, including: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

  (f) IP Claims. Subject to Section 19 of this Agreement, in the event of any third-party claim that the app or your possession and use of our app infringes any third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

  (g) Third-Party Beneficiaries. Apple and its subsidiaries are third-party beneficiaries of this Agreement and will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

  (h) Name and Address. If you have any questions, complaints or claims with respect to the app, they should be directed to us.

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