Terms of Service

These Terms of Service (the Terms) form a binding agreement between Wavn, Inc., a Delaware corporation (Wavn, we, us, our), and the person or entity that creates an account for or otherwise accesses the Service (you, your, or Customer). By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you do not agree, do not access or use the Service.

If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and you refers to that entity. If you lack that authority, you must not accept these Terms or use the Service.

These Terms incorporate by reference, and you additionally agree to, the Acceptable Use Policy, the Privacy Notice, the Cookie Notice and, where it applies to your processing of personal data, the Data Processing Addendum. Where a conflict exists between these Terms and an incorporated document, these Terms govern except as to the subject matter that document specifically addresses, in which case that document governs.

Capitalised terms have the meanings given where they first appear and the meanings set out below. Defined terms are singular or plural as the context requires.

The following definitions apply throughout these Terms:

1. Service means the Wavn software-as-a-service platform made available at wavn.app and my.wavn.app, the marketing site at wavn.ai, and all associated applications, application programming interfaces, features and documentation that Wavn makes available to you.
2. Account means the credentialled access through which you use the Service.
3. Input means any text, prompt, instruction, file, document, image, audio, code, data or other material you or your Authorised Users submit to the Service.
4. Output means any material the Service generates or returns in response to Input, including text, documents, spreadsheets, presentations, images, audio, video, code and generated applications.
5. Customer Content means Input and Output together.
6. Authorised User means an individual you permit to use the Service under your Account.
7. Decision Record means a decision you lock in the Service together with its reasoning, dissent, supporting material and revisit schedule.
8. Wavn Technology means the Service and all software, models, model weights, architectures, prompts, algorithms, interfaces, designs, documentation and know-how underlying it, and all improvements to any of them.
9. Free Plan means any tier of the Service made available at no charge, including any trial, promotional or gifted access.
10. Paid Plan means any tier of the Service for which fees are payable.
11. Applicable Law means all laws, regulations, rules and binding orders of any governmental authority applicable to a party.

Business use only. The Service is made available solely for business, professional and commercial purposes. By accepting these Terms you represent and warrant that you are acting in the course of a trade, business, craft or profession and not as a consumer. Wavn does not offer, market or make the Service available to consumers for personal, family or household purposes.

Age. You must be at least eighteen (18) years old to create an Account or use the Service. The Service is not directed to and may not be used by anyone under eighteen. Wavn does not knowingly collect personal information from anyone under eighteen and will terminate any Account it learns is held in breach of this clause.

Authority and accuracy. You represent that the registration information you provide is accurate and complete and that you will keep it current.

Restricted parties. You represent that you are not, and are not owned or controlled by and are not acting on behalf of, a person or entity that is the target of economic sanctions administered by the United States, the United Kingdom, the European Union or the United Nations, and that you are not located in or ordinarily resident in a jurisdiction subject to comprehensive sanctions.

Credentials. Access to the Service is authenticated through your email address. Your email address is the key to your Account. You are responsible for maintaining the confidentiality and security of your email account and any credentials used to access the Service.

Responsibility for activity. You are responsible for all activity occurring under your Account, whether or not authorised by you, other than activity resulting from Wavn’s own breach of its security obligations. You are responsible for the acts and omissions of your Authorised Users as if they were your own.

Notification. You must notify Wavn without undue delay at security@wavn.ai upon becoming aware of any unauthorised access to or use of your Account.

No sharing or resale. You may not share Account credentials with any person other than an Authorised User, nor sell, resell, lease, licence or otherwise make the Service available to any third party except as expressly permitted in these Terms.

Your ownership. As between you and Wavn, you retain all right, title and interest, including all intellectual property rights, in and to your Input. Wavn claims no ownership of your Input.

Output. As between you and Wavn, and subject to your compliance with these Terms, Wavn assigns to you all of its right, title and interest, if any, in and to the Output generated for you. You are responsible for the Output you use, publish or rely upon.

Licence to operate the Service. You grant Wavn a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, display, adapt and process Customer Content solely to the extent necessary to: provide, maintain and secure the Service; perform the operations you request; prevent and investigate fraud, abuse and violations of the Acceptable Use Policy; and comply with Applicable Law. This licence exists only for those purposes, is limited to the term of your use, and confers no other right.

Model training. Wavn does not use Customer Content to train, retrain or fine-tune machine learning models except as set out in this clause and in the Privacy Notice. Only Wavn’s own models are ever trained on Customer Content; the third-party engines that process Customer Content are contractually prohibited from training on it. Training happens only on Free Plan accounts and Founding accounts. On a Free Plan account it is limited to chat text, and the setting is on unless the Account holder disables it in Settings under Privacy; disabling it stops further retention from that moment. A Founding account is granted by invitation at no charge on the express term that both its chat text and the work it builds are used to train Wavn’s own models; that term is stated in the invitation and accepted by the Account holder before the account is used, and it is not subject to a setting. A Founding Account holder who does not wish this may relinquish the Founding account or close it. Files, uploaded documents and mail are never used for training on any plan, and neither is any work built from files the Account holder supplied. Paid Plan accounts are never used for training. Closing the Account erases what was retained, on any plan. Wavn may change this practice prospectively in accordance with clause 20, and any change will be reflected on this page, in the Privacy Notice and on the Sub-processor List before it takes effect.

Your warranties as to Input. You represent and warrant that you own or have all rights, licences, consents and permissions necessary to submit your Input to the Service and to permit the processing described in these Terms, and that your Input and its processing do not and will not infringe, misappropriate or violate the rights of any third party or any Applicable Law.

Feedback. If you provide suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Service, you grant Wavn a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable licence to use, reproduce, modify and exploit that feedback for any purpose without obligation or attribution to you. Feedback is not your Confidential Information.

Publication by you. Where the Service enables you to publish material at a public address, that material and all responsibility for it are yours. You must not publish material you lack the right to publish.

This section describes what the Service is and, as importantly, what it is not. Read it before relying on Output.

AI-generated material. The Service is an artificial intelligence system. Output is generated by machine learning models operating under your direction. Output is probabilistic, may be inaccurate, incomplete, outdated or internally inconsistent, and may not reflect current facts, law, markets or circumstances.

Verification is yours. You are solely responsible for evaluating Output for accuracy, completeness, legality and suitability before relying upon it, publishing it, or acting upon it. You must not rely on Output as the sole basis for any decision having legal, financial, medical, safety or similarly significant consequences.

Non-uniqueness. Output is not unique. The Service may generate the same or substantially similar Output for other users in response to similar Input. Wavn makes no representation that Output is original, novel, or free of similarity to material generated for others or existing in the world, and grants no exclusivity in Output.

Disclosure duties travel with the Output. Images and clips generated by the Service carry machine-readable provenance metadata identifying them as AI-generated. Where Applicable Law requires disclosure that material is AI-generated, including the transparency obligations of Regulation (EU) 2024/1689 and comparable regimes, the duty to make that disclosure rests with you as the party publishing or deploying the material.

The record is a record, not a warranty. A Decision Record evidences what was decided, when, by whom, and on what stated reasoning. It is not a representation by Wavn that a decision was correct, prudent, compliant or advisable.

The Policy binds. Your use of the Service is subject to the Acceptable Use Policy, which forms part of these Terms. Breach of that Policy is a breach of these Terms.

Prohibited technical conduct. Without limiting the Acceptable Use Policy, you must not, and must not permit any person to:

1. reverse engineer, decompile, disassemble, or attempt to derive the source code, model weights, architecture or training data of the Service, except to the extent this restriction is unenforceable under Applicable Law;
2. use the Service, or any Output, to develop, train, fine-tune, evaluate or improve any machine learning model, foundation model or competing service;
3. access the Service by automated means, scrape it, or circumvent any rate limit, usage cap, access control, paywall or technical protection measure;
4. probe, scan or test the vulnerability of any Wavn system, or breach or circumvent any security or authentication measure, except under a written authorisation from Wavn;
5. introduce malware, or any code intended to disrupt, disable, overburden or impair the Service;
6. remove, obscure or alter any proprietary notice, watermark or provenance metadata; or
7. use the Service in a manner that imposes an unreasonable or disproportionate load on Wavn infrastructure.

Suspension. Wavn may suspend or restrict your access to the Service, in whole or in part, where it reasonably determines that: you are in material breach of these Terms or the Acceptable Use Policy; your use presents a security, legal or operational risk to Wavn, the Service or any other user; or suspension is required by Applicable Law. Except where immediate suspension is necessary to prevent harm or is legally required, Wavn will give you notice and, where the breach is capable of remedy, a reasonable opportunity to remedy it. Where Wavn suspends an Account for breach, it will identify the provision breached.

No monitoring obligation. Wavn has no obligation to monitor Customer Content, but may review it where necessary to operate and secure the Service, to investigate a suspected breach, or to comply with Applicable Law.

Current position. Where a Paid Plan applies to you, the fees, billing period and included allowances are those stated on the pricing page or in an order form agreed between the parties at the time of purchase.

Payment. Fees are stated exclusive of taxes, are payable in advance, and are non-refundable except as expressly stated in these Terms or as required by Applicable Law. Payment is processed by a third-party payment processor; Wavn does not receive or store full payment card numbers.

Taxes. You are responsible for all sales, use, value-added, goods and services, withholding and similar taxes and duties arising from your purchase, excluding taxes on Wavn’s net income. Where Wavn is required to collect such taxes, they will be added to the amounts invoiced.

Price changes. Wavn may change its fees prospectively. A price change takes effect no earlier than the start of your next billing period following notice given in accordance with clause 20, and never applies retroactively. Continued use after the change takes effect constitutes acceptance.

Free Plans. A Free Plan is provided as-is and may be modified, limited, suspended or discontinued at any time. Usage allowances applicable to a Free Plan are shown in your Account settings.

Ownership. Wavn and its licensors own all right, title and interest in and to the Wavn Technology. Nothing in these Terms transfers any ownership interest in the Wavn Technology to you.

Licence to you. Subject to your compliance with these Terms and payment of applicable fees, Wavn grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the term for your internal business purposes.

Reservation. All rights not expressly granted are reserved. No licence is granted by implication, estoppel or otherwise.

Marks. “Wavn”, the Wavn wordmark and logo are marks of Wavn, Inc. You may not use them without Wavn’s prior written consent, except to identify Wavn factually as a service you use.

Service data. Wavn may collect and use aggregated and de-identified data derived from operation of the Service to operate, secure, analyse and improve it, provided such data does not identify you, any Authorised User, or any Customer Content, and is not disclosed in a form that could reasonably be used to re-identify any of them.

Sub-processors. The Service is delivered using third-party infrastructure and model providers identified on the Sub-processor List. Wavn remains responsible for their performance of the obligations Wavn owes you under these Terms and the Data Processing Addendum.

Integrations you enable. Where you connect a third-party service to your Account, you authorise Wavn to access and exchange data with that service as necessary to operate the integration. Your use of that third-party service is governed by its own terms, not these Terms, and Wavn is not responsible for it.

Third-party material in Output. The Service may retrieve and summarise material from third-party sources. Wavn does not endorse and is not responsible for that material, and you are responsible for ensuring your use of it is lawful.

Definition. Confidential Information means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Content is your Confidential Information. The Wavn Technology and non-public pricing are Wavn’s Confidential Information.

Obligation. Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors bound by confidentiality obligations no less protective.

Exclusions. Confidential Information does not include information that is or becomes public through no breach of this section, was known to the receiving party without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.

Compelled disclosure. A party may disclose Confidential Information to the extent required by Applicable Law or valid legal process, provided it gives the other party prompt notice where legally permitted and discloses only what is required.

Privacy Notice. Wavn’s handling of personal data is described in the Privacy Notice and the Cookie Notice.

Processing on your behalf. Where you submit personal data to the Service as a controller and Wavn processes it as a processor on your behalf, the Data Processing Addendum applies and forms part of these Terms, including its Standard Contractual Clauses for transfers where those are required.

Your obligations. You are responsible for ensuring you have a lawful basis to submit personal data to the Service, for providing any notices and obtaining any consents required from data subjects, and for the lawfulness of your instructions to Wavn.

Special categories. You must not submit special categories of personal data as defined in Article 9 of Regulation (EU) 2016/679, protected health information subject to the Health Insurance Portability and Accountability Act, payment card data subject to PCI DSS, government-issued identifiers, or data subject to sector-specific regulation, unless Wavn has agreed in writing in advance to receive it. The Service is not configured to receive such data and no clause of these Terms constitutes such an agreement.

No availability commitment. Wavn does not commit to any minimum level of availability, uptime, response time or support unless a separate written service level agreement is executed between the parties. Wavn currently offers no service level agreement.

The Service will change. Wavn develops the Service continuously and may add, modify, deprecate or remove features. Where Wavn removes or materially degrades a feature you materially rely upon, and you are on a Paid Plan, your remedy is set out in clause 18.3.

Maintenance and interruption. The Service may be unavailable for maintenance, upgrades, or reasons beyond Wavn’s control. Wavn will use commercially reasonable efforts to limit avoidable interruption.

Mutual. Each party represents that it has the legal power and authority to enter into these Terms and that its performance will comply with Applicable Law.

By you. You will defend, indemnify and hold harmless Wavn, its affiliates and their respective officers, directors, employees and agents from and against any third-party claim, demand, suit or proceeding, and all resulting damages, liabilities, penalties, costs and reasonable legal fees, arising out of or relating to: your Input; your use of Output; your use of the Service in breach of these Terms, the Acceptable Use Policy or Applicable Law; your breach of clause 5.5 or clause 13; or any dispute between you and an Authorised User or a third party.

By Wavn. Wavn will defend you against any third-party claim alleging that the Service, as provided by Wavn and used in accordance with these Terms, infringes that third party’s United States patent, copyright or trademark, and will pay damages finally awarded or amounts agreed in settlement. This obligation does not apply to a claim arising from Input, Output, Customer Content, modification of the Service by anyone other than Wavn, combination of the Service with anything not supplied by Wavn, or use of the Service in breach of these Terms.

Procedure. The indemnified party must give prompt written notice of the claim, grant the indemnifying party sole control of the defence and settlement (provided no settlement imposing liability or admitting fault on the indemnified party is made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

Remedies. If the Service becomes, or Wavn believes it may become, the subject of a claim under clause 16.2, Wavn may at its option procure the right for you to continue using it, modify or replace it to make it non-infringing, or terminate the affected subscription on notice and refund prepaid unused fees. Clauses 16.2 and 16.4 state Wavn’s entire liability and your exclusive remedy for intellectual property infringement.

Exclusions from the cap. Nothing in these Terms excludes or limits either party’s liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; your obligations under clause 16.1; your breach of clause 8 (fees) or clause 9 (Wavn Technology); or any other liability that cannot lawfully be excluded or limited.

Basis of the bargain. The limitations in this clause 17 are an essential basis of the bargain between the parties and apply even if a limited remedy fails of its essential purpose. They reflect the allocation of risk agreed in exchange for the fees charged, which would be materially higher absent them.

Term. These Terms begin when you first accept them or first access the Service, whichever is earlier, and continue until terminated in accordance with this clause.

By you. You may stop using the Service at any time and may terminate by closing your Account. Termination does not entitle you to a refund of prepaid fees except as stated in clause 18.3 or clause 16.4.

By either party for cause. Either party may terminate these Terms on written notice if the other party materially breaches them and fails to cure the breach within thirty (30) days of written notice describing it. Where Wavn permanently discontinues a material feature of a Paid Plan you rely upon, you may terminate the affected subscription within thirty (30) days and receive a pro-rata refund of prepaid unused fees.

By Wavn. Wavn may terminate these Terms and close your Account on notice where you are in material breach, where required by Applicable Law, or where Wavn ceases to offer the Service generally. Where Wavn ceases to offer the Service generally, it will give you at least thirty (30) days’ notice and refund prepaid unused fees.

Effect of termination. On termination, your right to access the Service ceases immediately. Wavn will make Customer Content available for export for thirty (30) days following termination, after which Wavn may delete it. Deletion of Customer Content on Account closure is described in the Privacy Notice.

Survival. Clauses 2, 5.1, 5.2, 5.6, 9, 12, 15.2, 16, 17, 18.5, 18.6, 19, 20 and 21, together with any accrued payment obligation, survive termination.

Read this section carefully. It affects how disputes between you and Wavn are resolved and limits the forums available to you.

Informal resolution first. Before commencing arbitration, the party raising a dispute must send written notice describing it and the relief sought to legal@wavn.ai or, for notice to you, to the email on your Account. The parties will attempt in good faith to resolve the dispute for sixty (60) days from that notice. This step is a condition precedent to arbitration.

Carve-outs. The following are excluded from clause 19.2 and may be brought in court: any claim within the jurisdiction of a small-claims court, brought on an individual basis; and any claim for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights or Confidential Information, which may be brought in the courts identified in clause 19.6.

Your right to opt out of arbitration. You may opt out of clauses 19.2 and 19.4 by sending written notice stating your name, the email address on your Account, and an unambiguous statement that you opt out of arbitration, to legal@wavn.ai within thirty (30) days of first accepting these Terms. Opting out affects no other provision and will not affect your use of the Service. If you opt out, clause 19.6 governs.

Governing law and forum. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Where a dispute is not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waive any objection to venue or forum non conveniens.

Mandatory local law. Nothing in this clause 19 deprives you of the protection of any provision of mandatory law of your place of establishment that cannot be derogated from by agreement, or of any right to bring proceedings in a forum that mandatory law reserves to you. To that extent only, this clause yields.

Time limit. To the maximum extent permitted by Applicable Law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim accrues, or it is permanently barred.

How changes are made. Wavn may amend these Terms. Wavn will post the amended Terms on this page with a new version number and effective date in the masthead, and will record the change on the changelog.

Notice for material changes. Where an amendment materially and adversely affects your rights, Wavn will give at least thirty (30) days’ notice before it takes effect, by email to the address on your Account or by prominent notice in the Service. Changes to clause 19 do not apply retroactively to a dispute of which Wavn had notice before the effective date.

Acceptance and rejection. Continued use of the Service after the effective date constitutes acceptance of the amended Terms. If you do not accept them, your remedy is to stop using the Service and close your Account before the effective date, and, on a Paid Plan, to receive a pro-rata refund of prepaid unused fees.

Entire agreement. These Terms, together with the documents incorporated by clause 1.3, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals and representations, written or oral, on that subject. Neither party has relied on any statement not set out in these Terms. Any purchase order or vendor terms you issue are of no effect.

Severability. If a provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions continue in full force.

No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party, and applies only to the instance specified.

Assignment. You may not assign or transfer these Terms, in whole or in part, by operation of law or otherwise, without Wavn’s prior written consent, and any attempt to do so is void. Wavn may assign these Terms in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets. These Terms bind and benefit the parties’ permitted successors and assigns.

Force majeure. Neither party is liable for any failure or delay in performance, other than a payment obligation, caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, terrorism, civil disorder, labour dispute, governmental action, internet or telecommunications failure, failure of a third-party provider, or denial-of-service attack.

Notices. Notices to Wavn must be sent to legal@wavn.ai and are deemed given on receipt. Notices to you may be given by email to the address on your Account or by posting in the Service, and are deemed given when sent or posted. You must keep your email address current.

Independent contractors. The parties are independent contractors. These Terms create no joint venture, agency, fiduciary, franchise, or employment relationship.

No third-party beneficiaries. Except for the indemnified parties identified in clause 16.1, these Terms confer no right or remedy on any person who is not a party.

Export control. You must comply with all applicable export control and sanctions laws, and must not export, re-export or make the Service available in violation of them.

United States government users. The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Government users acquire only the rights stated in these Terms.

Interpretation. Headings are for convenience only. “Including” means “including without limitation”. References to a statute include it as amended or replaced. No rule of construction against the drafter applies.

Language. These Terms are made in English. Any translation is for convenience only, and the English version governs in the event of conflict.