Last updated: May 13, 2021
THESE TERMS AND CONDITIONS AFFECT YOUR LEGAL RIGHTS. YOU SHOULD READ THEM CAREFULLY BEFORE ACCESSING OR USING ANY SERVICES PROVIDED BY WAVVE BOATING INC.
These Terms and Conditions (“Terms”) govern the access to and use by you (the “user”; “you” or “your”) of Wavve Boating and Wavve Clubs (together, the “Services”), operated by Wavve Boating Inc. (“Wavve”, “us”, “we”, or “our”).
Your access to and use of the Services constitutes your acceptance and agreement to be bound by these Terms. These Terms apply to anyone who accesses or uses the Services. If you do not agree to these Terms, you may not access or use the Services.
Content: Any information, text, graphics, or other material that you post, link, share, or otherwise make available on the Services.
Member: A member of an Organization, who may access exclusive content on Wavve Boating created by an Organization on Wavve Clubs.
Organization: A Wavve Clubs user.
Wavve Clubs: A web-based portal for Member experience management in an exclusive online boating ecosystem specific to each Organization.
Wavve Boating: A mobile-based GPS navigational aid application for marine use.
1. When using the Services, you agree to comply with all applicable laws, in particular, any applicable boating laws, and to use the Services only for lawful purposes. You agree, in your use of the Services, not to cause nuisance, annoyance, inconvenience, or property damage to any other party.
2. Boating is a risky activity. If you choose to use Wavve Boating while operating your vehicle, you agree to remain aware of your surroundings and boat vigilantly, safely, and according to the prevailing conditions. You agree that Wavve Boating is not a substitute for maintaining an adequate watch and awareness of your surroundings while boating. You further agree that Wavve Boating does not replace legally posted information or navigational aids, including, without limiting the generality of the forgoing, any marker, sign, buoy or device, posted or maintained by any governmental authority or other competent person, intended to guide the operation of your vehicle. If such posted information or navigational aids instruct differently than Wavve Boating, you agree not to rely on Wavve Boating.
3. While boating, you agree not to use Wavve Boating for any purpose other than navigational assistance. You further agree not to send Content to or non-verbally interact with the Services while boating. Content may only be submitted to the Services after you have stopped your vehicle in an appropriate location permitted by law. Alternatively, such Content may be submitted by a passenger, provided it does not interfere with the due course of boating and does not distract the driver.
4. You agree that Wavve Boating does not provide a substitute for any nautical chart carriage requirements that may be applicable to your area and vessel.
5. In order to use the Services, you must register for and maintain an active personal user account (“Account”). When you create an Account, you agree to provide Wavve information that is accurate, complete, and current at all times. Unless Wavve provides you with express written permission, you may only possess one Account.
6. You may create an Account by using your Facebook login or Apple ID. If you do so, you may authorize us to access and use certain Facebook or Apple ID account information.
7. You are responsible for all activity that occurs under your Account.
8. You agree to maintain the security and secrecy of your Account, whether your password is with the Wavve or a third-party service. You agree not to disclose your password to any third party. You agree to notify Wavve immediately upon becoming aware of any breach of security or unauthorized use of your Account.
9. You may not use as a username, the name of another person, or entity that is not lawfully available for use, a name or trademark that is subject to any rights of any person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Subscriptions and Billing
(a) Wavve Boating Subscriptions
10. Wavve Boating is billed on a subscription basis (“Boating Subscription(s)”). You can obtain a Boating Subscription through the Wavve Boating application. You will be billed in advance on a recurring and periodic basis (“Boating Billing Cycle”).
11. All billing and payments in connection with your Boating Subscription are controlled and managed by Apple and Google through the Apple App Store or Google Play, as applicable (the “App Store(s)”). To obtain a Boating Subscription, you must agree to any terms and conditions applicable to your use of the App Store. The App Stores’ billing and payment practices in connection with your Boating Subscription may change from time to time. Wavve is not responsible for any terms and conditions applicable to your use of the App Stores.
12. In order to obtain a Boating Subscription, you must provide Apple or Google, through the applicable App Store, with your personal billing information. Wavve is not responsible for the App Stores collection, storage or use of your personal billing information. Wavve does not collect, store or use your personal billing information in connection with your use of Wavve Boating.
13. Wave hereby disclaims, and you hereby agree to accept Wavve’s disclaimer of, any responsibility for the collection, storage or use of your billing information in connection with your Boating Subscription, including for greater certainty the security of your personal billing information.
14. Wavve, in its sole discretion and at any time, may modify the Boating Subscription fees. Wavve will provide notice of any change in Boating Subscription fees. You may choose to accept or reject the modified Boating Subscription through the App Stores. Any accepted Boating Subscription fee change will become effective at the end of the then-current Billing Cycle. If you reject the modified Boating Subscription fee, your access to and use of Wavve Boating will automatically terminate at the end of the then-current Boating Billing Cycle.
15. At the end of each Boating Billing Cycle, your Boating Subscription will automatically renew under the same conditions, unless: (i) the “automatic renew” feature is disabled through the App Stores at least 24-hours prior to the end of the current Boating Billing Cycle; (ii) you cancel your Boating Subscription through the App Stores at least 24 hours prior to the end of the current Boating Billing Cycle; or (iii) Wavve terminates your Boating Subscription. Boating Subscription fees will be charged directly to you through the applicable App Store within 24 hours prior to the end of the then current Boating Billing Cycle.
16. You may cancel your Boating Subscription through the App Stores at any time. You are solely responsible for properly cancelling your Boating Subscription through the App Stores. Your cancellation will become effective at the end of your then-current Boating Billing cycle.
(b) Wavve Clubs
17. Wavve Clubs is billed on a subscription basis (“Clubs Subscription(s)”). Organizations can obtain a Clubs Subscription through Wavve Clubs. Clubs Subscription fees are based on the number of Member licenses and type of Clubs Subscription plan purchased. Organizations will be billed in advance on a recurring and periodic basis (“Clubs Billing Cycle”).
18. All billing and payments in connection with a Clubs Subscription are made through Stripe. In order to obtain a Clubs Subscription, an Organization must agree to any terms and conditions applicable to its use of Stripe. Stripe’s payment practices in connection with the Clubs Subscriptions may change from time to time. Wavve is not responsible for any terms and conditions applicable to your use of Stripe.
19. Wavve, in its sole discretion and at any time, may modify the Clubs Subscription fees. This may occur automatically if an Organization’s number of Members has increased beyond their previous Clubs Subscription plan. Any Clubs Subscription fee change will become effective at the end of the then-current Clubs Billing Cycle. An Organization’s continued use of Wavve Clubs after the modified Clubs Subscription fee comes into effect constitutes its agreement to pay the modified Clubs Subscription fee amount.
20. At the end of each Clubs Billing Cycle, the Clubs Subscription will automatically renew under the same conditions, unless: (i) the Organization disables the “automatic renew” feature; (ii) the Organization cancels its Clubs Subscription through the Wavve Clubs at least 24 hours prior to the end of the current Clubs Billing Cycle; (iii) the conditions of the Organization’s use of Wavve Clubs have changed, including due to a change in the number of an Organization’s Members; or (iv) Wavve terminates an Organization’s Clubs Subscription.
21. An Organization may cancel its Clubs Subscription at any time. An Organization must cancel its Clubs Subscription through the Wavve Clubs. Organizations are solely responsible for properly cancelling your Clubs Subscription through the Wavve Clubs. If an Organization fails to cancel its Clubs Subscription prior to discontinuing its use of the Wavve Clubs, it will continue to be charged Clubs Subscription fees.
22. Except where expressly required by law, paid Boating Subscription fees and Clubs Subscription fees are non-refundable.
23. Wavve and all Organizations have mutual permission to use each other’s logos for promotional material including on websites, customer emails, onboarding material, and press releases.
24. Wavve may revoke the permission of an Organization (or former Organization) to use Wavve’s logo for promotional material for any reason at any time, including the termination of a Clubs Subscription.
Data and Other Charges
25. Using the Services, including by transmitting and receiving real-time updates to and from the Services, requires an online (e.g. Wi-Fi, 4G, 5G, LTE) connection between your electronic device and the Internet. The cost of such an Internet connection and any associated charges (including, without limiting the forgoing, any data overage fees) incurred by you in connection with your use of the Services are your exclusive responsibility and made solely at your expense. The cost of maintaining such Internet connection between your electronic device and the Internet is governed by the agreement between you and your communication services provider (such as your mobile or internet service provider), and according to its applicable terms of payment.
26. You hereby acknowledge that Wavve has not made any representation as to the amount of data your electronic device will use in connection with your use of the Services.
Source of Charting Data
27. The following is applicable to waters charted by Canadian Hydrographic Service (CHS):
This product has been produced by Wavve based on Canadian Hydrographic Service (“CHS”) data, following any minimum standards/guidelines that may have been established by CHS, pursuant to CHS Digital Value-Added Reseller Agreement No. 2020-0916-1260-W. The incorporation of data sourced from CHS in this product shall not be construed as constituting an endorsement by CHS of this product. This product does not meet the requirements of the Charts and Nautical Publications Regulations, 1995 under the Canada Shipping Act, 2001. Charts and publications issued by or on the authority of CHS must be used to meet the requirements of those regulations.
28. The following is applicable to waters charted by the National Oceanic Associations America (NOAA):
This product has been produced by Wavve based on NOAA data but is not for official use. This product does not comply with federal chart carriage requirements. By downloading you are agreeing to the NOAA User Agreement found here http://www.charts.noaa.gov/ENCs/ENC_Agreement.shtml. For more information regarding the origin of this data visit https://nauticalcharts.noaa.gov/.
In using the Service and accepting these Terms, you hereby acknowledge and warrant to Wavve that you have read the NOAA User Agreement.
29. Chart datums are defined by CHS and NOAA, not by Wavve. It is your responsibility to be familiar with the applicable chart datum while using the Services. You hereby acknowledge that Wavve has provided no representation as to the currency and accuracy of the chart datums used by the Services. The chart datums displayed in the Services may be out of date or inaccurate. Wavve disclaims, and you hereby agree to accept Wavve’s disclaimer of, any responsibility for the accuracy or currency of the chart datums used in the Services.
30. Wavve may also use nautical data from other sources such as Department of Natural Resources, United States Army Corps of Engineers and others at our sole discretion (the “Other Chart Sources”). You hereby acknowledge that Wavve has provided no representation as to the currency and accuracy of the Other Chart Sources used by the Services. Wavve disclaims, and you hereby agree to accept Wavve’s disclaimer, of any responsibility for the accuracy or currency of Other Chart Sources.
31. You are responsible for the Content that you post to the Services, including its legality, reliability, and appropriateness. You hereby represent and warrant that your posting of Content to the Services is in accordance with these Terms and does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
32. By posting Content to the Services, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Services. You agree that this license includes the right for us to make your Content available to other users of the Services, who may also use your Content subject to these Terms.
33. You agree not to submit Content that:
· is diminishing or infringing proprietary rights of others, including but not limited to copyright and trademarks;
· poses a risk to a person’s safety, security or health;
· identifies other persons without obtaining such person’s express written consent to the disclosure of their personal information, or pertains to minors and identifies minors or their personal information, including their full name, age, address or contact information;
· is unlawful, defamatory, libelous or invades the privacy of others;
· is harassing, offensive, threatening or vulgar;
· is characterized by, or that encourages racism or unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class;
· encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit;
· promotes pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law or under these Terms; or
· falsely expresses or implies that such content is sponsored or endorsed by Wavve.
34. Wavve is not responsible for any Content posted by any users to the Services, including its legality, reliability, and appropriateness. You acknowledge that, by providing you with the ability to view and distribute Content on the Services, Wavve is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any Content on the Services.
35. Wavve may block or remove any Content in its sole and absolute discretion.
36. Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to Wavve in connection with the Services shall become and remain the sole and exclusive property of Wavve.
37. You agree that Wavve is free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.
38. The Services and all contents, including but not limited to text, images, graphics or code are the property of Wavve and are protected by intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate intellectual property and other laws. Other than in accordance with these Terms, you agree not to use any trademark of Wavve or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Services.
39. You agree not to, and you will not permit others to:
· license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Services or make the Services available to any third party;
· copy or use the Services for any purpose other than as permitted in these Terms;
· modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Services; or
· remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Wavve or its affiliates, partners, suppliers or the licensors of the Services.
Third-Party Services & Content
40. The Services may display, contain, include, or make available links to third-party websites or content, including data, information, applications, goods or services (“Third Party Content”) that are not owned or controlled by Wavve.
41. Third Party Content is provided solely as a convenience to you and your access to and use of such content is entirely at your own risk and subject to such third parties’ terms and conditions. Wavve strongly advises you to read the terms and conditions and/or privacy policies applicable to any Third Party Content.
42. You acknowledge and agree that Wavve has no control over and shall not be responsible for any Third Party Content, including its suitability, safety, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof.
43. Wavve does not assume and shall not have any liability, directly or indirectly, or responsibility to you or any other person or entity for any damage or loss caused or alleged to be caused by or in connection with your use or reliance on any Third Party Content.
Updates to the Services
44. Wavve reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services or any other service to which it connects, with or without notice and without liability to you.
45. Wavve may from time to time provide enhancements or improvements to the features/functionality of the Services, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).
46. Updates may modify or delete certain features and/or functionalities of the Services. You agree that Wavve has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Services.
47. You further agree that all Updates (i) constitute an integral part of the Services, and (ii) are subject to these Terms.
48. Wavve may terminate a Boating Subscription, Clubs Subscription, these Terms, or cease offering, suspend, or deny access to the Services or any portion thereof, without prior notice or liability, at any time and for any reason whatsoever, including, without limitation, for a breach of these Terms.
49. All provisions of these Terms shall survive the termination of your Boating Subscription, Clubs Subscription and/or use of the Services, including, without limitation, the ownership provisions, warranty disclaimers, indemnity and limitations of liability contained in these Terms. For greater certainty, however, after the termination of your Wavve Subscription and/or Clubs Subscription your right to use the applicable Service will immediately cease.
50. You agree to indemnify, defend and hold harmless Wavve, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from any and all claims, liabilities, damages, losses, obligations, costs, expenses (including legal fees), actions and demands arising out of or in connection with, but not limited to, (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) legal and accounting fees resulting from your use of the Services; (iv) Wavve’s use of your Account; (v) your violation of the rights of any third party, including third party services; (vi) anything you post on or upload to the Service; (vii) any unauthorized access to your Account or loss of personal data associated with your Account; and (viii) any activity related to your Account.
Limitation of Liability
51. You agree and acknowledge that you assume full, exclusive, and sole responsibility for the use of and reliance on the Services, and you further agree and acknowledge that your use of or reliance on the Services is made entirely at your own risk. You further acknowledge that it is your responsibility to comply with all applicable laws while using the Services.
52. Wavve, including its officers, directors, shareholders, employees, sub-contractors, partners, agents, suppliers, or affiliates, shall not be liable in contract, tort, equity, or otherwise for any loss or damage, direct or indirect, incidental, special, exemplary, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, related to, in connection with, or otherwise arising from, or in connection with the use of, or the inability to use the Services, or from any failure, error, or breakdown in the function of the Services, or from any fault, or error made by our staff or anyone acting on its behalf, or from your reliance on the content of the Services, including, without limitation, content originating from third parties, or from any communication with the Services, or with other users on or through the Services, or from any denial or cancellation of your user Account, or from retention, deletion, disclosure and any other use or loss of your content on the Services, even if Wavve has been advised of the possibility of such damages.
53. The limitations and disclaimer in this section do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.
Disclaimer And Non-Waiver of Rights
54. Wavve makes no guarantees, representations or warranties of any kind regarding the Services. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Services is at your sole risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.
55. If you breach any of these Terms and Wavve chooses not to immediately act, or chooses not to act at all, Wavve will still be entitled to all rights and remedies at any later date, or in any other situation. Wavve does not waive any of its rights. Wavve shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
56. You may not assign, sub-license or otherwise transfer any of your rights or obligations under these Terms. Wavve may assign, sub-license or otherwise transfer any of its rights or obligations under these Terms in its sole discretion, without notice, and without seeking your consent.
57. These Terms and your use of the Service shall be governed by the laws in the Province of Ontario and the laws of Canada, as applicable, without giving effect to any conflicts of law principles. For greater certainty, but without limiting the generality of the forgoing, any dispute, claim or controversy arising out of or relating to these Terms, including without limitation, any question regarding the existence, interpretation, validity, breach or termination of these Terms, or any dispute, claim or controversy otherwise arising out of or related to your use of the Services, shall be governed by the laws in the Province of Ontario and the laws of Canada, as applicable, without giving effect to any conflicts of law principles.
58. If any provision of the Terms shall be found by any Court or administrative body of competent jurisdiction, or any arbitral tribunal contemplated by these Terms, to be invalid or unenforceable, the invalidity or unenforceability of the said provision shall not affect the other provisions of the Terms. Any provision found to be unenforceable by the court, administrative tribunal or arbitral tribunal will be severed from these Terms. Such severance will be as narrow as possible. All provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
59. In the event of any dispute, claim or controversy arising out of or relating to these Terms, including without limitation, any question regarding the existence, interpretation, validity, breach or termination of these Terms, or any dispute, claim or controversy otherwise arising out of or related to your use of the Services (a “Dispute”), you agree to seek to resolve the Dispute through mediation before pursuing the arbitration proceedings, described below.
60. Any party to a Dispute may serve a written notice on the others of its desire to resolve the Dispute by mediation. The mediator shall be appointed by agreement. If the parties cannot agree within 30 days after receipt of the notice to mediate, the mediator will be appointed by Wavve.
61. The mediation will be held in Toronto, Ontario, Canada. The expense of the mediation will be borne by the parties equally. If the dispute has not been resolved within 90 days of the notice to mediate, either party may terminate the mediation and proceed to arbitration, as set out below.
62. All information and communications exchanged during the mediation shall be regarded as “without prejudice” communications for the purpose of settlement negotiations and shall be treated as confidential by you, Wavve and their representatives, unless otherwise required by law. For greater certainty, no information or communications exchanged during the mediation shall be admissible in the arbitration proceedings, referenced below.
63. Subject to the mediation provision set out above, any Dispute will be mandatorily submitted to arbitration proceedings under the law of arbitration and the substantive law of the province of Ontario, without giving effect to conflicts of law principles. The arbitration proceedings shall be conducted as follows:
(i) A party may commence the arbitration by serving a written notice of intention to arbitrate.
(ii) The arbitration will be conducted by a single arbitrator appointed by the mutual agreement of the parties to the dispute or, in the event of a failure to agree within 30 days of the delivery of the written notice to arbitrate, by Wavve.
(iii) Within 30 days of the appointment of the arbitrator, the parties will agree to the procedure to be followed in the arbitration. Failing such agreement by the parties, the procedure to be followed in the arbitration shall be determined by the arbitrator. The arbitration shall otherwise conducted in accordance with the law of arbitration in the province of Ontario.
(iv) The arbitration will take place in Toronto, Ontario, Canada.
(v) The decision of the arbitrator shall be final and binding on the Parties, and no appeal shall lie therefrom, on any issue of fact, law, or mixed fact and law. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
(vi) The costs of the arbitration shall be borne by the parties equally.
64. The existence and content of the arbitration and mediation proceedings, including documents and briefs submitted by the parties, correspondence from the parties, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
Notice of Changes
65. Wavve reserves the right, in its sole discretion, to modify or replace these Terms at any time. These Terms will be made available through our Services. If a revision is material, we will make reasonable efforts to provide notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
66. By continuing to access or use the Services after such revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, you must stop using the Services.
Sufficiency of Notice
67. Any notice to you contemplated by these Terms may be provided to you electronically via the Services or to the electronic mail address designated in your Account, in Wavve’s sole discretion. You hereby knowledge the sufficiency of any notice so provided. For greater certainty, any such notice will be deemed to have been received by you when the notice enters the Services or the electronic mail address designated by you, and becomes capable of being retrieved by the you.
68. Any notice to Wavve contemplated by these Terms may be provided to Wavve at firstname.lastname@example.org.
No Legal Relationship
69. These Terms and your use of the Services, including the submission of Content onto the Services, do not, and shall not be construed as creating any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship in any way and of any kind between the parties hereto.
70. Your use of the Services is intended for your enjoyment and benefit and the provision of the Services to you (subject to your compliance with these Terms) constitutes the sole and sufficient consideration that you are entitled to receive for any Content, Suggestions, or other contributions you have made to the Services.
71. If you have any questions about these Terms, please contact us at email@example.com.