The following is a legal agreement between you and Wave Break Media Limited.
You are advised to read this agreement very carefully before using the Website or our Service (both as defined below). By using the Website and/or the Service you agree to be bound by the terms of this agreement.
Wave Break reserves the right to change any of the terms of this agreement at any time. Notification of changes to the agreement will be posted on our website. Your continued access or use of the Website and/or Service after any such changes are posted will constitute your acceptance of the changes.
If you do not agree to the following terms, do not use the Service and cease using the Website.
This agreement hereby incorporates the terms of the following additional documents, including all future amendments or modification thereto:
Who Are We
We are Wave Break Media Limited, a private limited company registered in Ireland under company number 426883. Our registered office and principle place of business is Unit 3 Westpoint Business Centre, Westpoint Business Park, Link Road, Ballincollig Co. Cork, Ireland. We are registered for Value Added Tax under VAT number 9580419H.
Definition Of Terms
In this agreement:
‘Digital Media Files’ or ‘Content’ means any moving images, animations, films, still images, videos, audio/visual representations, text, fonts, clipart, design elements, vectors, graphics, animations in any format made available via the Website.
‘Restrictions’ indicate some of the specific uses that are not allowed. Any use of Digital Media files not expressly permitted by this agreement is not allowed.
‘Royalty Free’ means digital media files licensed for a flat rate fee and for use in a number of ways which are expressly defined under the terms of royalty free usage.
“Service” mean the software for our online and mobile design platform and our media licensing services which includes Wave Break Content, User Uploaded Content and Third Party Content.
‘Third Party Digital Media Files’ or ‘Third Party Content’ means any moving images, animations, films, still images, videos, audio/visual representations, text, fonts, clipart, design elements, vectors, graphics, animations in any format that are controlled by or obtained, directly or indirectly, from third parties other than you or us.
‘User Digital Media Files’ or ‘User Content’ and/or ‘your Content’ means any moving images, animations, films, still images, videos, audio/visual representations, text, fonts, clipart, design elements, vectors, graphics, animations in any format that are owned by the User and uploaded to the Website.
‘User Licence Agreement’ means the Wave Break Standard User Licence Agreement as same may be varied or amended from time to time.
‘you’, ‘your’ or ‘User’ means the person with whom this agreement is formed. Where the Website is accessed or the Service is used by a person on their own behalf, the agreement is formed with that person. Where the Website is accessed or the Service is used by a person as agent for another person (including a corporate entity), this Agreement will be between the person on whose behalf the agent acts.
‘Wave Break Digital Media Files’ or ‘Wave Break Content’ means any moving images, animations, films, still images, videos, audio/visual representations, text, fonts, clipart, design elements, vectors, graphics, animations in any format that are controlled by or obtained, directly or indirectly, from Wave Break.
‘we’ ‘us’ ‘our’ or ‘Wave Break’ means Wave Break Media Limited.
‘Website’ means www.wavebreakmedia.com
Purpose Of The Services
Wave Break operates an online and mobile design platform combined with a media licensing service that allows our users to design and collaborate in relation to the downloading, editing and creation of Digital Media Files. We provide content that is licensable for use in accordance with our User Licence Agreement. We also provide access to Third Party Content which is licensable under the terms and conditions of the third party. We also allow uploading of User Content which must comply with our upload rules.
Authorized Use Of The Service
Your right to use the Service is subject to the Licence Agreements and is conditioned upon your payment to Wave Break for your use of the Service and any relevant payments for Third Party Content. You are only authorized to use the Service in accordance with this Agreement, the User License Agreement and in good faith.
You acknowledge and agree that this agreement does not give rise to any sale of the copyright, or any other intellectual property rights. Subject to your compliance with the terms and conditions set out herein and in the User Licence Agreement you are granted a non-exclusive, limited and non-transferrable, freely revocable licence to use the Service as permitted by the various features of the Service. Additional restrictions may be placed on how you use the downloaded content or share media and how you upload content. The restrictions on uploading, sharing and downloading content are outlined in greater detail in the User Licence Agreement.
All Digital Media Files on the Website are protected by Irish and international copyright laws and treaties. Wave Break reserves all rights in and to the Wave Break Digital Media Files that are not expressly granted to you by the terms of this Agreement or the User Licence Agreement.
In order to use the Service, you must register, creating a username and password and activate an account by verifying your email and agreeing to the User License Agreement. Your account gives you access to the Service and functionality that we may establish and maintain from time to time. It is our sole discretion as what particular element of the Service, its features and functionality that we maintain or develop over time. You acknowledge that certain features of the Service may be altered or removed over time.
You may open an account as an individual or on behalf of a company, organization, or other legal entity. In such circumstances, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement and the User License Agreement, that you agree to this Agreement and the User License Agreement on the entity’s behalf and that the entity has consented to agree to all the terms hereunder.
When opening an account you must enter valid and accurate information in the information fields requested. You are solely responsible for keeping such information updated. You are responsible for all activity on your account and you must protect and keep confidential the account password and must not disclose it to third parties. You must not allow other Users to access the service through your account, likewise you must not use the account of another User to access the Services.
You must inform Wave Break in writing if you believe that another person has used your account or that the security on your account has been comprised or breached. Wave Break will not be liable for any losses incurred in relation to a breach of your account. If your account has been dormant for over 12 months it may be closed automatically.
Wave Break will not be liable to you for any losses including but not limited to special, indirect, consequential, punitive or incidental losses (including without limitation claims, for loss of profits, business interruption, loss of business information, or any other pecuniary loss or claim) arising out of provision of incorrect personal or business information at the time of registration. By creating an account your represent and warrant that all information supplied at the time of registration is true and accurate.
Wave Break is committed to respecting the privacy of your personal information. You may see our privacy policies and practices and how we collect, use and disclose the personal information of those individuals who visit our website.
We maintain security on our severs and service, however we cannot guarantee these security measures could be breached and your data compromised. You acknowledge that you provide your data at your own risk.
Interacting With Other Users
You are solely responsible for your interactions with other Users of the Service and any other parties with whom you interact through the Service; provided, however, that Wave Break reserves the right, but has no obligation, to intercede in any disputes you have with other Users and to take such action as it deems in its sole discretion to be appropriate (including but not limited to suspending or revoking the account of one or more Users).
We may suspend or terminate your account immediately if you violate any part of this agreement or the User License Agreement. If your account is terminated you may not open up another account under a different synonym or email address. You may not have more than one account at any given moment in time.
We welcome feedback and are very grateful for any suggestions that you have for product improvement, performance improvement and new features. You agree that by sending feedback that the disclosure is a gratuitous transfer of any intellectual property rights in the idea and does not place Wave Break under any responsibility to provide you with compensation.
Billing And Payment
Some features of the Service may be provided free of charge and other features may be paid features. We reserve the right to amend these terms at any point in time. If you elect to use paid elements of the Service you agree to the applicable pricing and payment terms listed on the Website. You agree that any monetary transaction with the Service must be accurate and you agree to pay all charges in connection with the use of your credit card, debit card or online payment account, by you or another person. You agree to pay any applicable taxes, if any, in relation to any purchases you make as part of the Service.
We may add new features to the Service over time and may change our pricing policies. These will be notified on the Website from time to time. You may cancel your account any time however we are there are no refunds in the event of that you cancel your account.
Rules For Using The Service
The Service and Content are intended for customers of Wave Break.
You are specifically prohibited from:
- Using robots, spiders, scraping tools, or similar automated programs to access the service.
- Downloading, copying, or re-transmitting any of the services and/or Content without, or in violation, of a written license or agreement with Wave Break.
- Manipulating or otherwise displaying the Web site or the Content by using framing or similar navigational technology.
- Registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any the services if you are not expressly authorized by such party to do so.
- Using the Services or the Content other than for its intended purpose, as determined solely in Wave Break’s discretion, including but not limited to, harass, threaten, defame, abuse another person or entity.
- Using the services to transmit spam or other solicited mail via the service.
- Interfering or attempting to compromise the system integrity.
- Taking actions deliberately which knowingly may hinder the service.
- Uploading viruses or worms or other harmful software agents.
- Harvesting data from the service.
- Impersonating another person or entity or any similar fraudulent behaviors.
- By-passing measures which may be in place to prevent or restrict access to the service.
- Using any Wave Break brand name, copyright protected material or trademarks to disparage, or reflect adversely on Wave Break or any other person or entity.
- Create more than one active account without written permission from Wave Break.
- Violating the legal rights, including the rights of privacy of others.
- Publishing, posting, distributing or disseminating any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
Third Party Content
Where Third Party Content is available through the service, via an API or other means, Wave Breaks role is limited to;
- Completing the search that you request and to presenting such content through the search results of the third party presents.
- Presenting the information pertaining to the content from the Third party.
- Providing a link to the third party website and/or the ability to license the content either through the service or the third party website.
The Third Party Content Content is the sole responsibility of the third parties that make the content available to you through the service. Wave Break does not select, examine, influence, control, guarantee, approve, sponsor or identify itself in any form with the Third Party resulting of searches made by you.
Wave Break is not the provider of the Third Party Content and not the copyright owner of the content. When you will be able to access third party websites and download content via Third Party Content provider you do so under the terms and conditions established by such third parties. Wave Break shall not be a party or be involved in any way in the relationship between the User and the corresponding third party. You undertake to read and comply with the terms and conditions established by the third party providers for the download and use of the Third Party Content.
Wave Break Media Owned Content
The Wave Break Content is licensed under the terms set out in the User Licence Agreement.
Uploading Your Own Content
You may upload your own content such as pictures, logos, text and fonts, however in doing so you affirm, warrant and represent that any content uploaded by you, will not;
- Violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy and publicity rights.
- Seek to harm or exploit children.
- Create loss or mental injury.
- Constitute to contribute to a crime or tort.
- Contain any information which is unlawful, obscene racially discriminating, defamatory, abusive, libelous and profane or otherwise objectionable.
- Contain any content which is illegal.
- Violate any third party right including but not limited to intellectual property rights or other rights of privacy or publicity.
- Create liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
You further warrant and represent that, there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of the content uploaded by you or which might in any way impair the rights granted by you hereunder.
If your uploaded content that consists in whole or in part of text, fonts, clipart, design elements, vectors, graphics, animations, videos, and such similar content that are included in design programs, by uploading any such Content to Wave Break, you represent and warrant that you hold valid and legally binding end user license agreement, terms of service or the equivalent license which allows you to incorporate such elements in any of design or content created by you, and to license such Content to Wave Break for the purposes set forth herein.
You agree that upon making or learning of any claim that is inconsistent with any of the representations or warranties made by you in relation to the user uploaded content you will immediately notify Wave Break of such claim(s).
By publishing any designs containing your uploaded content on the service, you expressly grant and you represent that you have all the rights necessary to use this content in your designs free from any restrictions. Wave Break takes no responsibility and assumes no liability for any content that you upload and you shall be solely responsible for your User Content and the consequences of posting or publishing it. You agree that we are only acting as a conduit for the making of your designs and publication of your Content.
User Content License Grant
By publishing any designs containing your uploaded content on the service, you expressly grant and you represent that you have all rights necessary to grant to Wave Break a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, syndicate, publicly display, publicly perform, and make derivative works of all such uploaded content and your name, voice, and/or likeness as contained in your uploaded content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service, including without limitation for promoting and redistributing part or all of the Service with derivative works thereof in any media formats and through any media channels which exist today or which may be developed in the future.
Wave Break reserves the right to monitor content uploaded by you and to take offline any content that it feels inappropriate, or for any other reason whatsoever, for use in the software. You acknowledge that submitted content does not mean a registration of content and that any registration of copyright is your own undertaking.
With the exception of third party and your uploaded content, all intellectual property rights over the Website and the Service its design, and source code, including without limitation; animations, text, images, graphics, data bases, logos, fonts, trademarks, icons, buttons, pictures, videos, sound recordings, belong or are licensed to Wave Break.
You acknowledge that you do not own the account which you use to access the service, nor do you possess any rights to access to the data stored by or on behalf of Wave Break on Wave Break servers or servers leased by Wave Break.
Wave Break may, at any moment, and without incurring responsibility towards you , modify the content of the Website or the Services, limit or modify the conditions or cease to provide some or all the Services and features available or deactivate and delete all or some of the User accounts and their corresponding information, as it sees fit.
You understand and agree that Wave Break provides a limited licence to use content and the service governed by this agreement and this does not imply any additional ownership rights. Except as expressly authorized under the licensing agreement(s), the reproduction or distribution, as well as transformation, producing any derivative works of any kind, public communication, making available, extraction, reuse or any other use of the Website, the Services, or any of its parts, is strictly Prohibited. Wave Break is not the copyright owner and cannot grant any license or other rights in relation to the Third Party Content. You must obtain permissions that are, in each case, required to use any Third Party Content provider.
Third Party Content and Wave Break Content are protected by intellectual property rights, and do not belong to you. The Service provides access to these Contents, for integration in design, downloading and posting on social media other mediums and use is subject to the conditions set by the relevant third party. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Wave Break or Third Party Content. Use of the Wave Break Content or third party content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You agree to defend, indemnify and hold harmless Wave Break, its subsidiaries, affiliated companies, directors, licensors, employees, agents, third party information providers, content providers and independent contractors against any claims, damages, costs, liabilities, obligations, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your conduct, your use or inability to use the website or service, your breach or alleged breach of the Website Terms, any claim or damages that arise as a result of any of your user content, or of any representation or warranty contained herein, your unauthorized use of the Wave Break Content or your violation of any rights of another.
Warranties And Disclaimers
The website and Service, are provided by Wave Break “as is” without warranty of any kind, either express, implied, statutory or otherwise. To the maximum extent permitted by law, Wave Break expressly disclaims any and all warranties of any kind, whether express or implied, to the service at any time, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Your use of the Site and service are at your own risk.
Without limiting the foregoing, Wave Break, its affiliates and licensors, makes no warranty that: (a) the Site will meet your requirements; (b) access to the Site will be uninterrupted and available at any location at any time; (c) the quality of the Site will meet your expectations; and (iv) any errors or defects in the site, services or materials will be corrected.
Wave Break makes no representations or warranties that the Service will be permitted in your jurisdiction, or your use of the Site Services will be uninterrupted or error-free, that any of your use content uploaded by you will be available through the service or will be stored by the service, that the service will meet your needs.
Wave Break makes no representations or warranties that the Service will continue to support any particular feature or service. To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the service, and no warranties shall apply after such period.
Any content downloaded, posted to social Media or shared is at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download, sharing or posting to social media or use of the service.
We do not guarantee that the Website will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.
You must not misuse the Website or the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
Linking To The Website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to the Website in any website that is not owned by you.
The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the home page.
We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
If you wish to make any use of content on the Website other than that set out above, please contact email@example.com.
Limitation Of Liability
You assume responsibility and risk for the use of the Website, the Service and Wave Break Content or Third Party Content. To the maximum extent permitted by law, in no event shall Wave Break, any of its directors, employees, shareholders, partners or agents be liable any incidental, indirect, punitive, exemplary or consequential damages whatsoever including without limitation damages for loss of profits, good will, use, data, or other intangible losses, that result from the use of, or inability to use the Website or the Service, including without limitation, your Content.
Wave Break, its directors and employees assume no liability or responsibility for any of the following;
- Errors, mistakes, quality level or inaccuracies of Content.
- Viruses or malware which may be transmitted via the Service.
- Unauthorised access to our secure servers.
- Unauthorised access to the Service, or your account or information contained therein.
- Errors or omissions relating to Content or loss or damage ensuing from the use of Content.
- Loss or damage relating to posting, downloading or sharing the Content on social media.
- Defamatory, offensive or illegal conduct or use of Content by a third party.
- Modifications made to User Content, Third Party Content, Wave Break Content, or combinations of aforementioned.
- Modifications made to designs.
Without prejudice to the foregoing total liability in any matter arising out of or related to these terms is limited to US $100. No action, regardless of form or nature, arising out of this agreement may be brought by or on behalf of you more than one full calendar year after the cause of first action arose. The service is operated from the Republic of Ireland and Wave Break make no representations that the service is appropriate for other countries or jurisdictions.
The limitations and exclusions in this section apply to the maximum extent permitted by law. If you are a consumer you may have implied rights that cannot be excluded.
If you believe that any Image or other material made available by Wave Break infringes upon any copyright that you own or control, you may notify Wave Break in the manner set forth in our DMCA Copyright Infringement Notice Policy.
Third Party Links
The Service may contain links to third-party websites and adverts. The inclusion of these links does not imply that Wave Break monitors nor does it imply that Wave Break endorses such websites or adverts. When you click on a link to a third party website or advert, we will not prompt you that you have left our Website and are subject to the terms and conditions (including privacy policies) of another website or destination.
Third party websites are not under the control of Wave Break and Wave Break does not accept any responsibility for such websites. Wave Break shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third party websites or linked resources. You use all links in third party websites and adverts at your own risk. When you leave the Website and/or Service, this Agreement, the User License Agreement and our policies no longer apply. You should review applicable terms and policies, including privacy and data gathering practices, of any third party websites, before proceeding with any transaction or browsing the website.
This Agreement shall be read and construed exclusively in accordance with the Irish laws and any dispute should be addressed in the Courts of the Republic of Ireland. The application of the United Nations convention on contracts for the international sale of goods is expressly excluded. You agree to submit legal disputes solely to the courts of the Republic of Ireland.
You shall not assign the benefit, rights or licenses under this Agreement without the previous written consent of Wave Break. Wave Break may assign the agreement without restriction.
This Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties.
Each of the provisions of this Agreement (and each part of each provision) is separate and severable and enforceable accordingly and if at any time any provision (or part of a provision) is adjudged by any court or administrative body of competent jurisdiction to be void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement or the remainder of that provision or of that provision in any other jurisdiction shall not in any way be affected or impaired by that judgment. If any provision of this Agreement (or part of a provision) transpires not to be enforceable against any of the parties, that non-enforceability shall not render that provision unenforceable against any other party. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it would be deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties and the parties consent to a court of competent jurisdiction giving effect to a provision in such modified form as may be decided by that court of competent jurisdiction.
This Agreement, together with our License Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes and cancels all previous agreements, negotiations, commitments and arrangements with respect thereto. No alteration, modification or waiver of any of the terms hereof shall be binding unless in writing signed by both parties. The terms of this Agreement will bind and ensure to the benefit of the parties and their respective successors and assigns.
The headings to the clauses to this Agreement are for guidance only and shall not be considered for any purpose in interpreting or construing this Agreement.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
You may contact Wave Break for any query or claim at the following website address: www.wavebreakmedia.com
7 Day Refund Policy
We offer a 7 day refund period for all users who sign up to our FREE TRIAL. In order to qualify for a refund you must cancel your subscription and contact the Design Wizard team at firstname.lastname@example.org within 7 days of the trial period ending. If you have continued to use the product (designing, saving, sharing, downloading) then you are not eligible for a refund. If you request a refund more than 7 days after the trial has ended you will not be granted a refund. Canceling your subscription at any time will avoid all future billing.