TERMS OF SERVICE

TERMS OF USE AGREEMENT
IMPORTANT: READ CAREFULLY

This Terms of Use Agreement (the “Agreement”) is a legal agreement between “You” and Wax, Inc. (“Wax,” “We” or “Us”) for the Platform (as such term is defined below).

The Platform (as defined below) is a marketplace and communication tool provided by Wax for the purpose of enabling users to enter into contractual agreements with one another to conveniently receive and provide Vehicle Services (as defined below). The Platform may also provide information and links related to other Wax products and services, and third-party products and services.

IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, WAX IS UNWILLING TO LICENSE THE PLATFORM TO YOU, NO LICENSE IS GRANTED AND YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE PLATFORM.

By downloading, installing, creating a user account, or otherwise using the Platform, You represent to Us that you are at least 18 years old and You agree to be bound by the terms of this Agreement along with the Wax Privacy Policy. 

This Agreement governs your use of the Platform only. Any other contractual agreements between You and Wax or between you and any user of the Platform remain in effect.

 

1. Definitions

  • 1.1 The “App” means, collectively, Wax’s proprietary mobile software application, which includes, but is not limited to, compiled software code, images, music, media, templates, data, a user interface, any documentation accompanying the program, and any updates or supplements of such software and documentation
  • 1.2 “Provider” means a user that, via the platform, offers to provide or agrees to provide Vehicle Services (as defined below).
  • 1.3 The “Platform” means, collectively, the App, and the Website (as defined below), including without limitation the marketplace and communication platform provided by Wax for the purpose of enabling Recipients (as defined below) and Providers (as defined below) to conveniently provide and obtain Vehicle Services (as defined below).
  • 1.4 “Recipient” means a user that, via the Platform, offers or agrees to pay for provision of Vehicle Services.
  • 1.5 “Use Fee” means the fee presented to Providers within the Platform at the time Vehicle Services are scheduled. Wax may adjust the Use Fee in its sole discretion.
  • 1.6 “Vehicle Services” means vehicle-related services, including without limitation automobile detailing services.
  • 1.7 The “Website” means Wax’s proprietary software and related media accessible at waxmobiledetailing.com, including all related subdomains.
 

2. Software Delivery and Acceptance

Subject to Your agreement to be bound by all terms and conditions of this Agreement, Wax authorizes
You to use and access the Platform. The Platform is deemed accepted by You when the App is initially
downloaded by You, or when you access the Website. 

3. License Terms and Conditions

Subject to all terms and conditions of this Agreement, Wax hereby grants You a non-exclusive, personal,
non-transferable, non-assignable, limited license to use and access the Platform in accordance with this
Agreement and any and all agreements and documents executed by You or delivered by Wax. The
Platform is licensed to you, not sold, and Wax reserves the right to revoke such license at any time and
disable your ability to use the Platform for any reason or for no reason.

3.1 Apple App Store. If you obtained the App through the Apple App Store, the following
terms apply:

    • A. You are not entering into an agreement with Apple, Inc. (“Apple”), and Wax, not Apple, is solely responsible for the App and its content (excluding User Content and Third-Party Content as defined below);
    • B. Your use is limited to use on Apple-branded Products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that the App may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing;
    • C. The terms of this Agreement are subject to the terms of the Apple App Store Terms of Service, which you acknowledge you have had the opportunity to review;
    • D. Apple and Apple’s subsidiaries are intended third-party beneficiaries of this Agreement;
    • E. In the event of any failure of the App to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price, which to the extent permitted by law will constitute Apple’s sole and exclusive obligation with respect to the App;
    • F. Wax and You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
    • G. Wax, not Apple, is responsible for addressing Your claims relating to the App, including product liability claims, legal or regulatory noncompliance, and claims arising under consumer protection, privacy, or similar legislation; and
    • H. To the extent any obligation exists with respect to a third-party claim that the App infringes a third-party’s intellectual property rights, Wax, not Apple, will be responsible for the investigation, defense, settlement and discharge of such claim.

3.2 Wax Privacy Policy. The Wax Privacy Policy located at waxmobiledetailing.com/privacy is
incorporated herein by reference (“Privacy Policy”). The Privacy Policy provides information about your
privacy rights and explains how Wax protects your personal information.

 

4. Proprietary Rights

The Platform is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. All rights in the Platform not expressly licensed under this Agreement are reserved to Wax.  You shall not reproduce, retransmit, disseminate, sell, publish, broadcast, circulate, rent, lease, sublicense, assign, or otherwise transfer any portion of the Platform except as expressly authorized in this Agreement. No right to use any trademark or trade name of Wax is granted to You hereunder other than the right to display the Wax marks that are placed on the Platform and any Wax messages when they are rendered in the Platform, in which case such marks may not be altered or removed by You without written approval by Wax. 

5. Platform Usage

5.1 Overview & Fees.
Accessing the Platform and creating an account are free. The Platform enables You to enter into a contractual relationship with another party to, for example, detail your vehicle, or to detail someone else’s vehicle. Users of the Platform performing Vehicle Services are charged a “Use Fee” in exchange for Wax permitting such users to offer Vehicle Services and process payment through the Platform.

5.2 Contract Formation with Other Parties and Relevant Disclaimer. Through the Platform, you may enter into contractual relationships with other users to perform or receive Vehicle Services. You acknowledge and agree that (i) by publishing a request for Vehicle Services (a “Request”), You have offered to enter into a binding agreement with a Provider in accordance with the terms of the Request; (ii) if a Provider accepts your Request, you have a binding agreement with that Provider; (iii) if You accept a Request via the Platform, you have agreed to perform the Vehicle Services described in the Request for the user submitting such Request; and (iv) Wax is not a party to or an intended beneficiary of any agreement formed between You and any other user.

ANY DECISION BY ANY USER OF THE PLATFORM TO OFFER OR ACCEPT VEHICLE SERVICES AND PAYMENT ARISING FROM USE OF THE PLATFORM IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. EACH VEHICLE SERVICE PROVIDED BY A USER OF THE PLATFORM CONSTITUTES A SEPARATE AGREEMENT BETWEEN THE RELEVANT PARTIES. USERS OF THE PLATFORM ARE NOT EMPLOYEES OR AGENTS OF WAX. WAX MAKES NO REPRESENTATION AND IS NOT RESPONSIBLE FOR THE PERFORMANCE OF USERS OF THE PLATFORM, NOR DOES IT HAVE CONTROL OVER OR MAKE REPRESENTATIONS REGARDING THE QUALITY, TIMING, LEGALITY, AVAILABILITY, OR  ANY OTHER ASPECT WHATSOEVER RELATING TO ANY VEHICLE SERVICES, PAYMENTS, OR OTHER PERFORMANCE APP USERS PROVIDE OR CONTRACT TO PROVIDE. WAX HAS
NO RESPONSIBILITY OR LIABILITY FOR ANY PERFORMANCE PROVIDED TO USERS OF THE PLATFORM BY OTHER USERS OF THE PLATFORM, SUCH DISCLAIMER INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. EXCEPT AND UNLESS OTHERWISE SET FORTH HEREIN, USERS OF THE PLATFORM ARE NOT AFFILIATED WITH, ENDORSED, OR SPONSORED BY WAX. WAX IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM, AND IS NOT AND WILL NOT BE LIABLE FOR ANY CLAIM,
INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY USE OF THE PLATFORM. 

Each user of the Platform should exercise caution and common sense to protect their personal safety and property, just as one would when interacting with any unknown person.

5.3 Provider Terms.
If You are a Provider, you agree to the terms in this Section 5.3 .

  • A. You represent and warrant the following to Wax in connection with your use of the Platform: (i) Your acceptance of this Agreement constitutes a valid and binding obligation that is enforceable by Wax in accordance with its terms; and (ii) Your entering into and acceptance of this Agreement and your provision of Vehicle Services does not and will not (a) violate, conflict with, or result in a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien, or encumbrance to which you are a party or by which You or any of Your property is or may become subject or bound, or (b) violate any applicable law or government regulation. 
  • B. Capitalized terms in this Section 5.3 ( B ) not otherwise defined in this Agreement have the definitions set forth in Cal. Civ. Code § 1798.100 et. seq. (the “CCPA”). Providers may have access to Personal Information of Recipients that is initially obtained by Wax. Providers shall not (i) retain, use, or disclose this Personal Information for any purpose other than for the specific purpose of performing the Vehicle Services except as otherwise permitted by the CCPA; or (ii) further collect, sell, or use this Personal Information except as necessary to provide the Vehicle Services. Subject to the CCPA, Providers shall comply with Wax’s reasonable instructions in connection with any Verifiable Consumer Request.
  • C. You and Wax agree you are independent contractors in relation to the other party with respect to all matters arising under this Agreement and nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between You and Wax. You acknowledge and agree that You have no express or implied right or authority to assume or create any obligations on behalf of or in the name of Wax or to bind Wax to any contract, agreement, or undertaking with any third party. You further acknowledge that You are solely responsible for Your business expenses and individual methods of performing the Vehicle Services.
  • D. You shall indemnify and hold harmless Wax, its directors, officers, and employees from any and all actions arising out of or in connection with (i) Your performance of Vehicle Services for other Users of the Platform; (ii) Your breach of this Agreement; (iii) Your breach of any representation or warranty You have made under this Agreement; or (iv) Your negligence or willful misconduct.
  • E. As consideration for its provision of the Platform to You, the Provider, for the   specialized use contemplated herein, You shall pay to Wax the Use Fee when Vehicle Services are scheduled.

5.4 Payment.

Users of the Platform contract for Vehicle Services directly with other users. Wax is not a party to any contract formed by or between users of the Platform resulting, directly or indirectly, from use of the Platform as contemplated by this Agreement. Wax does not provide any Vehicle Services through the Platform. The Platform provides a medium for Recipients to make payment to Providers through the Platform for performance of Vehicle Services. You authorize Wax and our payment processing service, to facilitate the transactions contemplated by the contractual relationships formed by users of the Platform as a result of their use of the Platform including, but not limited to, payment remittance of all applicable charges and fees between You and other users of the Platform and between You and Wax. All payments transacted through Stripe shall be subject to the

Stripe Connected Account Agreement, located at https://stripe.com/connect-account/legal, which includes the Stripe Services Agreement, located at https://stripe.com/legal (collectively, the “Stripe Terms of  Service”). By agreeing to this Agreement, You agree to be bound by the Stripe Terms of Service, as the  same may be modified by Stripe from time to time. As a condition of Wax facilitating payment processing services through Stripe, You agree to provide Wax accurate and complete information about  You and, if applicable, Your business, and You authorize Wax to share it and transaction information related to Your use of the payment processing services provided by Stripe. If You have scheduled Vehicle Services as a Recipient, Wax will charge your applicable account and the card associated with that account according to the amount of all Vehicle Services contemplated by the contract between You and the Provider performing the relevant Vehicle Services. Additionally, Wax will charge You for any tip or gratuity You elect to award the Provider above and beyond the contracted amount. Wax will provide 100% of such tip or gratuity to the Provider. Except as approved by Wax in its sole discretion, no refunds or credits will be provided once the account has been charged. Wax will use commercially reasonable efforts to protect all credit card and other personal information. Wax is not responsible or liable for any taxes incurred in connection with use of the Platform including, but not limited to, taxes on income and transaction taxes for services provided.

5.5 Promotions and Referrals.

Wax, in its sole discretion, may make available promotions of different features, such as rewards for referring new users to the Platform. These promotions do not modify Your relationship with Wax as governed by this Agreement except as explicitly outlined in the promotion. You are not required to participate in promotions. BY PARTICIPATING IN ANY PROMOTIONAL ACTIVITY VIA THE PLATFORM, YOU ARE AGREEING TO ANY ADDITIONAL TERMS AND CONDITIONS
APPLICABLE TO THE PROMOTIONAL ACTIVITY. Promotions do not and may not modify, alter, or in any way change the contractual relationship formed between users of the Platform. 

5.6 Ratings.

To help maintain the quality of the Platform, users of the Platform will have the opportunity to rate other users of the Platform after performance of Vehicle Services and payment for Vehicle Services. The ratings of users of the Platform will be available to view by other users of the Platform.

5.7 Communications.

You expressly consent and agree to accept and receive electronic and other communications from Us, including via email, text message, calls, and push notifications to the telephone number or email address You provide to Us. If You wish to opt out of promotional emails, text messages, or other communications, You may opt out by following the unsubscribe options provided to You in such promotional communications. You may opt out of receiving non-promotional communications from Us at any time by deactivating Your account. You may continue to receive text messages for a period of time while We work to deactivate Your account, and You may also receive text messages confirming the deactivation of your account.

5.8 Physical Address for Performance of Vehicle Services.

The Platform requires at least one party to the contract formed between users of the Platform to provide a physical address as a site for performance of the Vehicle Services. This information will only be communicated to the other party upon the scheduling of the Vehicle Services.

6. User Content

Wax may allow you to upload or post audio, video, images, text or other content through the Platform (“User Content”). All feedback and other User Content you provide to Wax, whether via the Platform or otherwise, shall be deemed to be non-confidential. Subject to the Privacy Policy and applicable law, Wax shall be free to use such information on an unrestricted basis. Wax does not have the obligation to, and does not, pre-screen any User Content. However, Wax reserves the right to remove or edit any User Content at any time and without notice to You. When you use the Platform, you agree not to upload, post, modify, distribute, email, transmit, or otherwise make available any User Content that:

  • A. is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise injurious to third parties;
  • B. is protected by any patent, trademark, trade secret, copyright, or other intellectual or proprietary right, unless you own such rights or have received all necessary consent;
  • C. impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, or interfere with someone else’s use of the Site;
  • D. falsely provides a review for a product, service or element of the Platform that you have not purchased or used, or misrepresents your experiences relating to any products, services or element of the Platform;
  • E. constitutes a charity request, petition for signatures, chain letter, letter or information relating to one or more pyramid schemes, advertising or solicitation for funds, political campaigning, mass mailing, any form of unsolicited commercial email or “spam,” or an offering or dissemination of fraudulent goods, services, schemes or promotions;
  • F. is sent via unsolicited email, if such email could reasonably be expected to provoke complaints from its recipients;
  • G. is harmful, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information; and/or
  • H. violates any applicable local, state, national or international law. (collectively “Prohibited User Content”). You represent and warrant that You have the necessary rights to any User Content you upload, and that any future use of that content, regardless of how the content is used, will not violate any third-party’s rights.

 

7. Digital Millennium Copyright Act – Notice & Takedown

If you are a copyright owner and believe that any User Content infringes upon your copyright rights, you may submit a notification to Wax’s Designated Agent at: 505 W Broad St. #618 Boise, ID 83702, service@waxmobiledetailing.com.  Pursuant to the Digital Millennium Copyright Act 17 U.S.C. Sec. 512(c)(2), such notification must include:

A description of the copyrighted work that you claim has been infringed; a description of where the alleged infringing material is located; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; Your contact information (email and telephone number); and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

8. Further Representations and Warranties

You represent and warrant the following during your download, installation, and/or use of the Platform:

  • A. You are not located in a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “terrorist supporting” country;
  • B. You are not listed on any U.S. government list of prohibited or restricted parties;
  • C. You possess all necessary rights to post any User Content you post using the Platform; and
  • D. You will not post any Prohibited User Content.

 

9. Third Party Content


The Platform may display, include, make available or link to content, data, information, applications, websites or materials from third parties (“Third-Party Content”). Wax is not responsible for the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, efficiency, advertising, terms of use, privacy policy, practices, software code or any other aspect of the Third-Party Content. You are encouraged to read the terms of use and privacy policy of any third-party websites to which you connect when using the Platform. Wax disclaims all liability arising from or relating to the Third-Party Content. Third-Party Content may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws.
You may not use such proprietary content, information or materials in any way whatsoever except as authorized by the applicable third party.

 

10. Internet Access

Use of the Platform requires an internet connection and may result in charges from your cellular service provider. Wax is not responsible for any such charges. Wax is also not liable for any disruption, failure or malfunction of the Internet or other service providers or for any other situation or event that is out of Wax’s direct control. WAX IS NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF YOUR CELLULAR COMMUNICATION OR INTERNET SERVICE PROVIDERS, OR UNAVAILABILITY OR ERRORS ASSOCIATED WITH THEIR SYSTEMS OR SERVICES.

11. Restrictions on Use
Unless and to the extent specifically provided otherwise in writing by Wax, you may not:

A. separate any individual component of the Platform for use;

B. incorporate any portion of the Platform into other software or compile any portion of it in combination with other software;

C. use the Platform, or any portion of Platform, with any other service or over a network;

D. sell, rent, lease, lend, loan, distribute, assign or sublicense the Platform or otherwise transfer any rights to it in whole or in part;

E. modify, reverse engineer, decompile, remove any proprietary notices or disassemble the Platform in whole or in part, or create any derivative works from or of the Platform, or encourage, assist or authorize any other person to do any of these things; or

F. make copies of or distribute the Platform or electronically transfer it or any portion of it from one computer to another or over a network. We may discontinue some or all of the functionality of the Platform at any time. We may also terminate your right to use the Platform at any time, and in such event we may modify it to make it inoperable. You agree to abide by all laws and regulations in effect regarding your use of the Platform, including without limitation, all driving laws and laws relating to copyright-protected content. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.

 

12. Updates

Wax may from time to time, in its sole discretion, make updates, modifications, supplements or new versions of the Platform or portions thereof available to You under this Agreement for the purpose of, among other things, distributing bug fixes, patches and feature improvements. We highly recommend that you enable automatic updating on your mobile device or that you promptly install all updates as they appear. Wax disclaims any and all liability relating to Your failure to install any updates to the Platform. Notwithstanding the foregoing, Wax does not have any obligation to provide any bug fixes, modifications, updates, or technical or end user support for the Platform. 

13. Collection and Use of Data

You acknowledge that the Platform automatically collects information, data and statistics relating to your use of the Platform, and compiles such information, data and statistics. Subject to the terms of the Privacy Policy, Wax reserves the right to use such information, data and statistics in the course of Wax’s business, and you hereby agree to Wax’s use. Unless specifically agreed in writing by Wax, Wax is not responsible for, and hereby disclaims all warranties relating to, the storage of any data for use with the Platform.  

 

14. Login Credentials.

You shall not share Your user account information with others or allow third parties to use Your login credentials to the Platform at any time or for any reason unless otherwise allowed in writing by Wax. You warrant, and Wax may assume and rely on the assumption, that any and all activity and use of the Platform under Your user account is done by You.  You are solely responsible for maintaining the security of, for example, your username, password, and all other user account information, and You agree that Wax will not be liable for any loss or damages resulting from use of your account by others. You shall notify Us immediately of any unauthorized access to or use of Your account information or of Your login credentials.

 

15. Indemnification

You shall defend, indemnify, and hold harmless, Wax and its owners, officers, members, managers, directors, shareholders, subsidiaries, joint-ventures, partners, employees, agents, licensors, and licensees from and against any and all claims, actions, suits, proceedings, demands, losses, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including without limitation all reasonable attorneys’ fees), known and unknown, arising out of (i) your use of the Platform; (ii) any dispute between you and any other user or users; (iii) your use, creation or posting of Prohibited User Content; (iv) your violation or breach of this Agreement including, but not limited to, any representations or warranties made herein, or (v) the infringement by you, or any other user of your username or account, of any intellectual property or right of any person or entity.

 

16. Disclaimers; Limitations of Liability

WAX DOES NOT PROMISE THAT THE PLATFORM OR ANY FUNCTIONALITY THEREOF WILL BE ERROR-FREE OR UNINTERRRUPTED OR THAT YOUR USE OF THE PLATFORM WILL PROVIDE SPECIFIC RESULTS. THE PLATFORM IS PROVIDED BY WAX “AS-IS” AND “AS-AVAILABLE” WITHOUT ANY OTHER WARRANTY OR REPRESENTATION OF ANY
KIND.  WAX CANNOT ENSURE THAT THE PLATFORM OR ANY FILES OR OTHER DATA YOU DOWNLOAD IN RELATION TO THE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOUR USE OF THE PLATFORM, AND THE RESULTS AND PERFORMANCE ACHIEVED USING THE PLATFORM, IS AT YOUR OWN RISK.  WAX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,  INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES  ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE PLATFORM.  THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAX BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, ANY PROVISION OF OR FAILURE TO PROVIDE SUPPORT, OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF WAX, AND EVEN IF WAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, WAX IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY
WAY CONNECTED WITH YOUR USE OF THE PLATFORM, WAX’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY SUBSCRIPTION OR SIMILAR FEES WITH RESPECT TO THE PLATFORM PAID TO WAX IN THE SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST WAX, OR (2) US$200.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

17. Termination

Without limiting its rights and remedies, if You fail to comply with the terms and conditions of this Agreement, Wax may, in its sole discretion, terminate this Agreement upon any such failure.  Upon termination of this Agreement, You must promptly cease all use of the Platform and discontinue exercising all license rights granted by this Agreement.  Sections 2 through 22 of this Agreement will survive any termination of this Agreement.

18. Dispute Resolution; Choice of Law

This Agreement shall be construed and controlled by the laws of the State of Washington without reference to its choice of law provisions, and You consent to exclusive jurisdiction and venue in the federal courts sitting in Spokane, Washington, unless no federal jurisdiction exists, in which case You  consent to exclusive jurisdiction and venue in the applicable Washington State Court located in Spokane, Washington. You waive and covenant not to assert all defenses of lack of personal jurisdiction and forum non conveniens.   

19. Export Law Compliance

You acknowledge that the Platform is of U.S. origin.  You agree to comply with all applicable international and national laws that apply to the Platform, including all applicable U.S. export-control laws and regulations, as well as any end-user, end-use and destination restrictions issued by U.S. and other governments.

20. Other Agreements

This Agreement constitutes an individual consent by You to be bound by the terms of this Agreement and is the entire agreement between You and Wax with respect to Your use of the Platform, and any and all other written or oral agreements or understandings previously existing between You and Wax with respect to such use are hereby superseded and cancelled. This Agreement is not intended to supersede or replace any other agreements entered into with Wax by You or Your company. To the extent there are any conflicts or inconsistencies between this Agreement and any other agreement, policy or documentation between You and Wax, the following order of precedence will apply for resolving such conflicts or inconsistences: (i) this Agreement shall control; and then (ii) any other agreements, policies, or documentation.

21. Void Where Prohibited

Although the Platform is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Platform are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Wax reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or Platform to any person or geographic area. Any offer for any feature, product or Platform made on the Platform is void where prohibited. If you choose to access the Platform from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

22. Miscellaneous

If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that this Agreement shall remain in full force and effect. Wax’s failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by Wax of any provision or any right it has to enforce this Agreement, nor shall any course of conduct between Wax and you or any other party be deemed to modify any provision of this Agreement. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.

 

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