Terms of Use

The website located at www.bluwave.net (the "Site") is owned and operated by BluWave, LP ("Company", "us", "our", and "we"). These Terms of Use ("Terms") govern your access to and use of the Site.

By accessing or using the Site, you accept these Terms on behalf of yourself or the entity you represent, and you represent and warrant that you have the legal right, power, and authority to do so. If you do not agree with of the Terms as set forth herein, you may not access or use the Site. You must be at least 18 years old to use the Site. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES. THESE TERMS INCLUDE a class action waiver, jury trial waiver, and binding arbitration provision to resolve disputes. Please review carefully.

Important: These Terms apply only to this website (www.bluwave.net). The BluWave client portal (client.bluwave.net) and service provider portal (provider.bluwave.net) are separate platforms and are not governed by these Terms. Your use of such separate platforms is governed by their own independent terms and conditions.

1. USE OF THE SITE

1.1 License

Subject to your compliance with these Terms, Company hereby grants you a limited, terminable non-exclusive, non-transferable, and revocable right and license to access and use the Site solely for your own informational and business purposes.

1.2 Eligibility

The Site is intended for use by individuals who: (a) are at least 18 years of age; (b) are citizens or permanent residents of the United States or Canada; and (c) have the legal capacity and authority to enter into and be bound by these Terms. By using the Site, you represent and warrant that you meet all of these requirements.

1.3 Restrictions

The rights granted to you under these Terms are subject to the following restrictions. You shall not:

(a) sublicense, sell, rent, lease, transfer, assign, or otherwise monetize or commercially exploit any portion of the Site or its content;

(b) modify, create derivative works of, disassemble, decompile, or reverse engineer any part of the Site;

(c) access the Site to build a competing website, product, or service;

(d) use automated scripts, bots, scrapers, spiders, or similar tools to extract data from the Site, except as expressly permitted by our robots.txt file or written authorization from Company; or

(e) copy, reproduce, distribute, republish, download, display, post, or transmit any content on the Site in any form or by any means without our express prior written consent.

1.4 Modification

Company reserves the right, in its sole discretion, to modify, suspend, or discontinue the Site, in whole or in part, at any time without prior notice or liability. Company will not be held responsible to you or any third party for any such modification, suspension, or discontinuation.

2. FORM SUBMISSIONS AND COMMUNICATIONS

2.1 Form Submissions

The Site provides forms through which you may submit information to Company, including to inquire about our services, apply to join the our service provider network, download content, or subscribe to Company communications. These forms are hosted and processed by third-party platforms, which may include HubSpot and Typeform. By submitting your information via these forms, you acknowledge and agree that your data is governed by the respective terms of use and privacy policies of those third-party platforms and you acknowledge and agree that we are not responsible for these third-party platform or any other third-party materials that may be displayed, linked, or made accessible on the Site, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. These third-party materials are provided solely as a convenience to you, and your access and use of them entirely at your own risk.

2.2 Consent to Use of Submitted Information

By using the Site or submitting a form on the Site, you:

(a) represent and warrant that the information you provide is accurate and complete;

(b) authorize Company to use your submitted information to respond to your request and, where applicable, to send you relevant business communications and that you have the necessary license, rights, and permissions to use and authorize Company to use the information; and

(c) acknowledge and agree that your information may be shared with third-party service providers solely as necessary to fulfill your request or operate Company’s business systems (for example, CRM or scheduling platforms).

By submitting information through a form on the Site, you grant Company a limited, royalty-free, non-exclusive license to use, store, and process your submitted information solely to operate the Site, respond to your submission, send business- or marketing-related communications, and provide Company’s services. This license terminates when your information is deleted in accordance with Company’s data retention practices.

To the extent any of your information is personally identifiable information, Company handles such information in accordance with its Privacy Policy, which is incorporated into these Terms by reference.

2.3 Electronic Communications

By using the Site or submitting a form on the Site, you consent to receiving email communications from Company related to your submission and for marketing purposes. You may opt out of marketing communications at any time by following the unsubscribe instructions in any such communication. Transactional communications related to your request may not be subject to opt-out.

3. INTELLECTUAL PROPERTY

3.1 Ownership

The Site and all of its associated content, features, and functionalities, including but not limited to text, graphics, logos, images, data compilations, and software, are the exclusive property of Company or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and all other applicable intellectual property or proprietary rights laws. Nothing in these Terms constitutes a sale, assignment, or transfer of any intellectual property rights to you. The Company and its licensors expressly retain all right, title, and interest in and to the Site and its content, and reserve all rights not explicitly granted herein.

3.2 Trademarks

All trademarks, logos, and service marks (collectively, the "Marks") displayed on the Site are the exclusive property of Company or their respective third-party owners. You may not use any such Marks without the express prior written consent of Company or the applicable third-party owner or as otherwise permitted by applicable law.

3.3 Feedback

If you provide Company with feedback or suggestions regarding the Site ("Feedback"), you hereby irrevocably assign to Company all right, title, and interest in and to such Feedback, including all associated intellectual property rights. Company shall have the full, unrestricted right to reproduce, use, disclose, exhibit, display, transform, create derivative works, and distribute such Feedback to others without limitation, acknowledgment, or compensation to you. You acknowledge and agree that any Feedback provided by you is on a strictly voluntary basis, and that Company is under no obligation to treat the Feedback as confidential or proprietary. You agree not to submit information or ideas to Company that you consider confidential or proprietary.

4. ACCEPTABLE USE

You agree not to use the Site to:

(a) violate any applicable federal, state, or local law or regulation;

(b) transmit any material that is unlawful, harassing, defamatory, fraudulent, tortious, obscene, or otherwise objectionable;

(c) upload or transmit computer viruses, malware, or other harmful, destructive, or disruptive code;

(d) interfere with, disrupt, or attempt to circumvent the security of the Site or the servers, networks, or systems connected to it;

(e) attempt to gain unauthorized access to any portion of the Site, its related systems, networks, or user accounts;

(f) harvest, collect, or assemble personally identifiable information about visitors to the Site without their express consent; or

(g) use the Site in any manner that could damage, disable, overburden, or impair the Site, or interfere with any other party’s use of the Site.

Company reserves its right to investigate violations of this Section and to take any and all appropriate remedial actions, including but not limited to suspending or terminating your access to the Site and referring such conduct to law enforcement authorities as it deems necessary or appropriate.

5. THIRD-PARTY LINKS AND AI

The Site may contain links to third-party websites and services not owned or controlled by Company. Company is not responsible for the content, availability, privacy practices, or terms of any third-party sites. The inclusion of any link does not imply endorsement or affiliation. You access third-party sites at your own risk and subject to their applicable terms and policies.

You further acknowledge and agree that Company uses or relies on technology provided by third party service provider to provide some portions of the Site, including but not limited to artificial intelligence components and content (collectively, the “Technology Providers”). This means that your engagement with our Site may include interactions with generative artificial intelligence. You acknowledge and agree Company is not responsible for the failure to provide the Site, if such failure is a result of or arising out of the Technology Providers.

6. DISCLAIMERS

The site is provided "as is" and "as available" basis, without warranties, representations, or conditions of any kind. To the fullest extent permitted by applicable law, company expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant or make any representation that the site will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the site or the servers that make it available are free of viruses or other harmful components. Company does not warrant or guarantee the accuracy, completeness, reliability, or usefulness of any content or information obtained through the site.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall Company or its officers, directors, employees, affiliates, agents, contractors, or suppliers be liable to you for any indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for loss of profits, revenue, data, goodwill, or other intangible losses, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not Company has been informed of the possibility of such damage. Further, to the fullest extent permitted by applicable law, in no event will Company’s aggregate liability under these terms exceed $100. The limitations in this section shall apply regardless of whether or not the possibility of such damages has been disclosed or could have been reasonably foreseen, and regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

8. INDEMNIFICATION

You agree to indemnify, hold harmless, and defend Company and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) your use of the Site; (b) your violation of these Terms; or (c) your violation of any applicable law or the rights of any third party.

Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully with Company’s defense of that matter. You agree not to settle any such matter without Company’s prior written consent.

9. TERM AND TERMINATION

These Terms remain valid, binding, and enforceable while you access or use the Site. Company may restrict, suspend, or terminate your access to the Site at any time and for any reason, at its sole discretion and without notice or liability. Sections 3, 6, 7, 8, 10, and 11 shall survive any termination or expiration of these Terms.

10. COPYRIGHT POLICY

Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. §512(c)) must be provided to our designated Copyright Agent:

• your physical or electronic signature;
• identification of the copyrighted work(s) that you claim to have been infringed;
• identification of the material on our services that you claim is infringing and that you request us to remove;
• sufficient information to permit us to locate such material;
• your address, telephone number, and e-mail address;
• a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Name of designated Copyright Agent: Sean Mooney
Address: BluWave, LP, 5005 Maryland Way #175, Brentwood, TN 37027
Phone: (615) 588-4010
Email: copyright@bluwave.net

11. GENERAL

11.1 Governing Law and Arbitration

These Terms and all related disputes, whether contractual or non-contractual, are governed by the internal laws of the State of Tennessee without regard to any choice or conflict of law provisions. You agree that any claim, dispute, action or litigation based hereon, relating to or arising out of these Terms, or the Site shall be brought and maintained exclusively via arbitration (except for injunctive relief). Any party seeking to pursue an action to arbitrate shall give written notice to the other party of such election that summarizes in sufficient detail the basis of the dispute at least ten (10) days before bringing an arbitration action. The dispute shall be submitted for arbitration with JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. Such arbitration shall be conducted, unless otherwise agreed by the parties, by a single arbitrator, who shall be a former judge, in the Davidson County, Tennessee. The award of the arbitrator may be confirmed or enforced in any court of competent jurisdiction. The prevailing party in any arbitration shall be entitled to recover all costs incurred by such party in connection with the proceeding, including reasonable attorneys’ fees. If injunctive relief is needed, the parties agree to exclusively utilize the courts with jurisdiction in Davidson County, Tennessee. You expressly waive any objection of venue and jurisdiction, including but not limited to arguments that such litigation any action has been brought in an inconvenient forum.

11.2 Dispute Resolution

If you believe we have breached these Terms or our provision of the Site to you, you agree that as a material provision of these Terms that you will provide us with a detailed written notice of any claimed deficiencies and at least thirty (30) days to cure such alleged deficiency prior to commencing any arbitration proceeding against us as set forth above. If the Company takes steps to fix the issue, but the fix cannot be completed within the thirty (30) day time period, then the Company shall continue to have the opportunity to fix the issue without you bringing a legal claim so long as the Company uses commercially reasonable means without undue delay to resolve the issue. During the aforementioned cure periods, any applicable statute of limitations period will be automatically tolled. If the Company provides written notice to you that it is waiving this Section or otherwise is not pursuing a resolution to your proposed claims, the tolling period shall automatically cease within three (3) days of such notice being provided to you.

11.3 Waiver of Jury Trial and Class Action

To the fullest extent permitted by applicable law, Company and you each irrevocably waive the right to a trial by jury in any action or proceeding arising out of or related to these terms or your use of the site. Further, each of the parties hereto hereby waives any right to participate in a class action and instead, agrees that any and all disputes shall be resolved on an individual basis.

11.4 Changes to These Terms

Company reserves the right, at its sole discretion, to modify these Terms at any time by posting the revised Terms on this page and updating the "Last Updated" date. Your continued use of the Site after such changes are posted constitutes your binding acceptance of the revised Terms. You are responsible for reviewing these Terms periodically.

11.5 Electronic Communications

By using the Site and submitting forms, you consent to receiving communications from Company in electronic form. You agree that all terms, conditions, agreements, notices, disclosures, and other communications Company provides to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

11.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

11.7 No Waiver

Company’s failure to enforce any right or provision of these Terms at any time will not constitute a waiver of that right or provision.

11.8 Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement between you and Company with respect to your use of the Site and supersede all prior and contemporaneous understandings and agreements. Section headings are for convenience only and have no legal or contractual effect.

11.9 Assignment

You may not assign or transfer your rights or obligations under these Terms without Company’s prior written consent. Any attempted assignment in violation of this restriction is null and void. Company may freely assign these Terms.

11.10 California Residents

If you are a California resident, you may contact the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by writing to 400 R Street, Sacramento, CA 95814, or by calling (800) 952-5210.

11.11 Limitation of Time to File Claims

We wish to timely resolve any disputes that you may have with us. Accordingly, to the extent permitted by applicable law, any cause of action or claim you may have arising out of or relating to this Terms or the Site must be commenced within one (1) year after the cause of action accrues otherwise such cause of action or claim is permanently barred.

CONTACT INFORMATION

BluWave, LP
5005 Maryland Way #175
Brentwood, TN 37027
Attn: Jeff Berry, CFO

Email: info@bluwave.net