Terms of Conditions

Version 1.0
Effective Date: September 3, 2024

This waveX Terms of Service (“Agreement”) is entered into by and between Hamla Teknoloji Anonim Şirketi, the owner of waveX (“waveX”), and the entity or person placing an order for or accessing the Services (“Customer”). This Agreement consists of the terms and conditions set forth below and any Order Form.

The “Effective Date” of this Agreement is the date which is the earlier of:
(a) Customer’s initial access to the Services through any online provisioning, registration, or order process, or
(b) the Effective Date of the first Order Form.

This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. waveX may modify this Agreement from time to time.

Capitalized terms shall have the meanings set forth in Section 1, or in the section where they are first used.

1. Definitions

1.1 “Authorized Devices” means those mobile, desktop, or other devices with which the Services can be accessed and used.

1.2 “Content” means data, designs, visuals, or other materials created using the Services by Customer and its Users or imported into the Services by Customer and its Users.

1.3 “Documentation” means the technical materials provided by waveX to Customer and/or its Users in hard copy or electronic form, describing the use and operation of the Services.

1.4 “Services” refers to waveX’s proprietary rowing and performance monitoring systems, including hardware devices, software interfaces, web-based platforms, and mobile applications.

1.5 “Order Form” means a document signed by both parties identifying the services or products to be provided by waveX pursuant to this Agreement.

1.6 “User” means an individual associated with Customer who is granted access to the Services by Customer.

2. License and Use Rights

2.1 Services. waveX grants Customer a non-exclusive, non-transferable license during the Term to:
(a) use the Services and install accompanying software or applications on Authorized Devices solely for internal business or training purposes in accordance with the Documentation, and
(b) access waveX's online platform and data tools for performance tracking.

2.2 Provisioning the Services. waveX will provide Customer with necessary credentials or links to access the Services. Customer is responsible for ensuring only authorized personnel access these credentials and for any actions taken using their accounts.

2.3 Account Registration. Each User must register with their own unique credentials. Sharing of accounts is prohibited.

2.4 Restrictions. The Services may not be used to:

• Reverse-engineer waveX technology;

• Harm individuals or violate data protection laws;

• Create competing services or solutions;

• Distribute or share proprietary information without explicit consent.

3. Ownership Rights

3.1 No IP Rights Transfer. waveX retains ownership of all intellectual property related to the Services.

3.2 Customer Content. Customer owns all training data, performance metrics, and other information generated using waveX devices and platforms.

4. Fees and Payment

4.1 Payment Terms. Payments must be made in accordance with the agreed terms in the Order Form. All payments are non-refundable unless explicitly stated otherwise.

4.2 Subscription Plans. waveX Services may include recurring subscription fees. Customer acknowledges and accepts these recurring charges unless canceled in accordance with the Agreement.

5. Data Security and Privacy

5.1 waveX uses commercially reasonable measures to protect data collected through its Services.

5.2 Customers are responsible for ensuring compliance with data protection laws when using waveX Services, particularly concerning End User data.

6. Warranties and Disclaimers

6.1 Authority. Each of waveX and the Customer represents and warrants that:
(a) it has the full right, power, and authority to enter into and fully perform this Agreement;
(b) the person signing this Agreement on its behalf is a duly authorized representative of such party;
(c) its entry into this Agreement does not violate any other agreement by which it is bound; and
(d) it is a legal entity in good standing in the jurisdiction of its formation.

6.2 Rights to Content. The Customer warrants that it has and will continue to have during the Term all necessary licenses, rights, consents, and permissions required to enable waveX to use the Content to provide the Services.

6.3 Disclaimer. The Services are designed for rowing performance monitoring and analysis. To the maximum extent permitted by applicable law, the Services and related content are provided “as is,” and waveX disclaims all other representations and warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, system integration, or data accuracy. waveX does not warrant that the Services will meet the Customer’s requirements or operate uninterrupted or error-free. waveX is not responsible for any delays, delivery failures, or other issues arising from the inherent limitations of electronic communications or the internet.

7. Distance Sales Agreement

7.1 Scope of Application.
This Distance Sales Agreement applies to online purchases made through waveX’s platform.

7.2 Customer Rights:
a) Customers have the right to cancel purchases within 14 days from receipt of the product or service.
b) Certain exceptions apply, such as digital goods that have been accessed or downloaded.

7.3 Returns and Refunds:
a) Products must be returned unused and in original packaging.
b) Refunds will be processed within 14 days of receiving the returned item or confirmation of cancellation.
c) Refunds or cancellations are not available for subscription-based sales. Subscriptions will continue until canceled by the Customer.

7.4 Delivery Terms:
a) Delivery charges and estimated times will be disclosed during checkout.
b) waveX is not responsible for delays caused by third-party shipping providers.

7.5 Liability Limitations:
a) waveX is not liable for indirect or incidental damages arising from the use or inability to use the purchased products or services.

8. Limitations of Liability

7.1 Except for claims arising from the Customer’s misappropriation of waveX’s intellectual property rights:
(a) Neither party will be liable to the other for any incidental, indirect, special, consequential, or punitive damages, including, but not limited to, lost profits, data loss, or business interruptions, even if advised of the possibility of such damages;
(b) waveX’s total cumulative liability to the Customer for all claims under this Agreement will not exceed the fees paid to waveX by the Customer in the 12 months preceding the event giving rise to the claim.

7.2 Foundation. The Customer acknowledges that the disclaimers, exclusions, and limitations of liability in this Agreement are essential to the agreement and that, without them, the terms and pricing would be substantially different.

9. Indemnification

8.1 By waveX. waveX will defend the Customer against any third-party claims alleging that the Services (excluding Customer-provided content and components) infringe upon intellectual property rights. waveX’s obligations are limited to claims arising from:
(a) the Customer’s use of the Services in accordance with this Agreement;
(b) unmodified versions of the Services.
If the Services are found to infringe on third-party rights, waveX may:
(i) replace or modify the Services,
(ii) obtain a license for the Customer to continue using the Services, or
(iii) terminate the Agreement and refund any unused prepaid fees.

8.2 By the Customer. The Customer will indemnify and hold waveX harmless against any third-party claims arising from:
(a) Content, templates, or components created or provided by the Customer that infringe upon third-party intellectual property rights;
(b) breaches of this Agreement by the Customer.

8.3 Indemnification Process. Indemnification obligations require:
(a) prompt notification of claims;
(b) control of the defense or settlement by the indemnifying party;
(c) cooperation from the indemnified party.

10. Term and Termination

9.1 Term. Unless specified otherwise, this Agreement begins on the Effective Date and automatically renews for successive terms unless terminated by the Customer prior to the renewal date.

9.2 Termination. Either party may terminate the Agreement if:
(a) the other party materially breaches the Agreement and fails to cure it within 30 days after receiving written notice;
(b) the other party ceases operations or enters bankruptcy.

9.3 Effects of Termination. Upon termination, the Customer must discontinue use of the Services and destroy or return all materials provided by waveX.

11. Miscellaneous

10.1 Governing Law. This Agreement is governed by and construed in accordance with Turkish law. Any disputes will be resolved by the courts in Istanbul.

10.2 Force Majeure. Neither party will be liable for failure or delay in performance caused by events beyond their reasonable control, including natural disasters, government actions, or technical failures.