Wave TMS™ WEBSITE TERMS AND CONDITIONS
1. Introduction. Welcome to Zuum Transportation Inc. d/b/a WaveTMS™(“WAVE”). These terms and conditions (“Terms and Conditions”) govern your use of any website, application, feature, widget, mobile app or other online service that is owned or controlled by WAVE, including WaveTMS Broker TMS, WaveTMS ShipperWeb, WaveTMS CarrierWeb, WaveTMS Carrier TMS, WaveTMS Shipper TMS and WaveTMS ContractAI, for brokers, shippers and carriers (collectively, “Service”) accessible via the WAVE Website www.wavetms.com or the WAVE mobile app (collectively, the, WAVE Website, WAVE mobile app and all WAVE owned or controlled websites, applications, mobile applications and links are collectively defined as the “Site” in these Terms and Conditions). WAVE’s subscription-based Service integrates third-party services and products and is hosted on WAVE’s servers and accessed by authorized users on the Site.
2. Acceptance of Terms and Conditions. By accessing and/or using the Service and/or Site, you acknowledge that you are at least 18 years old you agree to be bound by these Terms and Conditions and the Privacy Policy (https://www.wavetms.com/privacy-policy). When you order specific services or features of the Service (“Order”), both these Terms and Conditions and the separate terms and conditions attached to the Order (“Order Terms”) apply to your access and use of the Service. To the extent there is a conflict between these Terms and Conditions and any Order Terms, the Order Terms will control unless the Order Terms expressly state otherwise. If you do not agree with any part of these Terms and Conditions, or the Order Terms, you are prohibited from using or accessing WAVE’s Service or Site. Collectively, your Order, the Order Terms, the Service Level Agreement and these Terms and Conditions are your agreement (“Agreement”) with WAVE.
3. Definitions
(a) “Aggregated Statistics" means data and information related to your use of the Service that is used by WAVE in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Service.
(b) “Applicable Law(s)” refers to all relevant laws, regulations, ordinances, and legal requirements enacted by governmental authorities that are applicable to the operations, services, and obligations outlined in this Agreement. This includes, but is not limited to, data protection and privacy laws, intellectual property laws, export control laws, consumer protection laws, and any other legal requirements that govern the use, provision, and delivery of the Services, as well as the rights and responsibilities of the parties involved.
(c) "Authorized User" means your employees, consultants, contractors, and agents (i) who you authorize to access and use the Service under the rights granted to you pursuant to any Order and (ii) for whom access to the Service has been purchased.
(d) "Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium regarding you or your end user carriers, shippers, brokers or other third-parties that is submitted, posted, or otherwise transmitted by or on your or an Authorized User’s behalf through the Service or submitted to WAVE.
(e) "Documentation" means any WAVE materials or guides relating to the Service provided to you by WAVE either electronically or in hard copy form and any end user documentation relating to the Service available on the Site.
(f) “Service Level Agreement” means the schedule of Support Services and Service Levels attached to any Order or Statement of Work.
(g) "Support Services" means the support offered by WAVE pursuant to the Service Level Agreement attached to any Order or Statement of Work.
(h) "Third-Party Products" means any third-party products described in your Order or Order Terms, if applicable, that are ordered by you and provided with or incorporated into the Service with your consent and as may be subject to additional charges or fees as set forth in the Order.
(i) “Transaction” shall mean a single occurrence of when a ‘Load ID’ is generated using the Service.
(j) "WAVE IP" means the Service, the Documentation, the Site and any, and all intellectual property provided to you or any Authorized User in connection with the foregoing. WAVE IP also includes all copyrights, trademarks, logos, domain names, trade names, source code and other intellectual property owned by WAVE, including any and all material that is copyrightable. For the avoidance of doubt, WAVE IP includes Aggregated Statistics and any information, data, or other content derived from WAVE's monitoring of your access to or use of the Service, but does not include your Data.
4. Access and Use
(a) Provision of Access. WAVE grants you and your Authorized Users a non-exclusive, non-transferable right to access and use the Service in accordance with the Terms and Conditions and the Order Terms. The total number of Authorized Users will be agreed to in the Order Terms. The number of Authorized Users shall not exceed the number set forth in the Order Terms, except as expressly agreed to in a separate order. WAVE reserves the right to withdraw or amend our Service or Site in our sole discretion without notice.
(b) Documentation License. In the event your Order includes Documentation, WAVE grants you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation solely for your internal business purposes in connection with your use of the Service.
(c) Use Restrictions. Customer shall not use the Service for any purposes beyond the scope of the access granted in these Terms and Conditions or the Order Terms. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized User to: (i) copy, modify, distribute or create derivative works of the Service or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation or “mirror” the material from the Site or Service on any other server; (iii) use the Site or Service for any commercial purpose or for any public display whether commercial or non-commercial; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (v) remove any copyright, trademark or proprietary notices from the Service or Documentation; (vi) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law; (vii) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, data mining, data harvesting, data extracting or similar activity, of any portion of the Service, or unduly burdening or hindering the operation and/or functionality of any aspect of the Service or Site; (viii) grant any access to the Service that would conflict with the restrictions set forth in this Section 4(c); (ix) use any portion of the Service, WAVE IP or Documentation to create or offer a competing service similar to WAVE’s Service; or (x) permit any third-party to violate any of the foregoing restrictions.
(d) Reservation of Rights. WAVE reserves all rights not expressly granted to you in these Terms and Conditions or the Order Terms. Except for the limited rights and licenses expressly granted under this these Terms and Conditions or the Order Terms, nothing in them grants you or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the WAVE IP.
(e) Suspension. Notwithstanding anything to the contrary in these Terms and Conditions or the Order Terms, WAVE may temporarily suspend your and any Authorized User's access to any portion or all of the Service if: (i) WAVE reasonably determines that (A) there is a threat or attack on any of the WAVE IP; (B) your or any Authorized User's use of the WAVE IP disrupts or poses a security risk to the WAVE IP or to any other customer or vendor of WAVE; (C) your, or any Authorized User, is using the WAVE IP for fraudulent or illegal activities; (D) subject to Applicable Law, you have ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) WAVE's provision of the Service to you or any Authorized User is prohibited by Applicable Law; or (F) WAVE suspects or confirms that Customer has violated the Use Restrictions set forth in the previous Section 4(c) (Use Restrictions); (ii) any vendor of WAVE has suspended or terminated WAVE's access to or use of any third party services or products required to enable you to access the Service; or (iii) if you fail to make any payment when due if such failure continues for thirty (30) days or more (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). WAVE shall use commercially reasonable efforts to provide you with written notice of any Service Suspension and to provide updates regarding resumption of access to the Service following any Service Suspension. WAVE shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. WAVE will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, WAVE may monitor your use of the Service and collect and compile Aggregated Statistics. As between you and WAVE, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by WAVE. You acknowledge that WAVE may compile Aggregated Statistics based on your Data input into the Service. You agree that WAVE may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under Applicable Law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
5. Your Responsibilities
(a) General. You are responsible and liable for all uses of the Service and Documentation resulting from access you provide, directly or indirectly, whether such access or use is permitted by or in violation of your Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of your Agreement if taken by you will be deemed a breach of the Agreement by you. You shall use commercially reasonable efforts to make all Authorized Users aware of these provisions as applicable to such Authorized User's use of the Service and shall cause Authorized Users to comply with such provisions.
(b) Third-Party Products. WAVE may from time to time make Third-Party Products available to you. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in the Order Terms which may be subject to additional fees or access terms as set forth in the Order Terms or linked to in the Order Terms. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you must not install or shall not use such Third-Party Products. You agree that WAVE is not responsible for your use of Third-Party Products made available to you.
(c) Your Terms for your End Users. You may add additional terms and conditions of sale or service for your end users (your own customers and/or vendors) that may access the Service for your benefit (“Additional Terms”). You shall not incorporate any Additional Terms that conflict with or purport to expand the scope of your Agreement with WAVE or the licenses therein. You acknowledge that any such conflicting terms shall be null and void and that you will hold WAVE harmless for any claims of its end users against WAVE based on the conflicting terms. You shall be responsible for any disputes with your end users and shall include adequate dispute resolution provisions in your Additional Terms. Your Additional Terms shall be compliant with Applicable Laws and shall not include any patently unfair provisions that would reflect negatively on the Service or WAVE as a company.
6. Service Levels and Disclaimer.
WAVE shall use commercially reasonable efforts to make the Service available in accordance with industry standard practices for similar services and platforms. WAVE does not guarantee uninterrupted access to the Site or Service.
7. Intellectual Property Ownership; Feedback.
(a) WAVE IP. You acknowledge and agree that WAVE owns all right, title, and interest, including all intellectual property rights, in and to the WAVE IP, and that no rights in the WAVE IP are granted to you. You acknowledge that, with respect to Third- Party Products, the applicable third-party company own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. WAVE IP is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights Applicable Laws, rules, regulations and treaties, as applicable.
(b) Your Data. WAVE acknowledges that, as between you and WAVE, you own all right, title, and interest, including all intellectual property rights, in and to your Data, and grant to WAVE a non-exclusive, royalty-free, worldwide perpetual license to reproduce, distribute, and otherwise use and display your Data and perform all acts with respect to your Data as may be necessary for WAVE to provide you with access to the Service, and, unless stated otherwise in any Order Terms, a non-exclusive, perpetual, irrevocable, royalty-free, worldwide perpetual license to reproduce, distribute, modify, and otherwise use and display your Data in order to improve the Service for WAVE’s benefit and WAVE’s third-party customers and to use your Data as such is incorporated within the Aggregated Statistics.
(c) Feedback. If you or any of your employees or contractors send or transmit any communications or materials through the Service or to WAVE by mail, email, telephone, or otherwise, suggesting or recommending changes to the WAVE IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), WAVE is free to use such Feedback irrespective of any other obligation or limitation between us governing such Feedback. You assign to WAVE on your behalf, and on behalf of your employees, contractors and/or agents, all right, title, and interest in, and WAVE is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although WAVE is not required to use any Feedback.
8. Limited Warranty and Warranty Disclaimer.
(a) WAVE warrants that the Service will conform in all material respects to the Documentation. WAVE does not make any representations or guarantees regarding uptime or availability of the Service unless specifically warrantied in the Order Terms. WAVE's sole liability is the limited warranty that the Service will conform in all material respects to the Documentation. WAVE STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE WAVE IP IS PROVIDED "AS IS" AND WAVE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WAVE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), WAVE MAKES NO WARRANTY OF ANY KIND THAT THE WAVE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. Indemnification
(a) WAVE Indemnification.
(i) WAVE shall indemnify, defend, and hold you harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") you incurred as a result of any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Service, or any use of the Service in accordance with this Agreement, infringes or misappropriates such third party's U.S. intellectual property rights, provided that you promptly notifies WAVE in writing of the claim, cooperate with WAVE, and allow WAVE sole authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, you agree to permit WAVE, at WAVE's sole discretion, to (A) modify or replace the Service, or component or part thereof, to make it non-infringing, or (B) obtain the right for you to continue use the Service. If WAVE determines that neither alternative is reasonably available, WAVE may terminate this Agreement in its entirety or with respect to the affected component or part, effective immediately on written notice to you.
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Service in combination with data, software, hardware, equipment, or technology not provided by WAVE or authorized by WAVE in writing; (B) modifications to the Service not made by WAVE; or (C) Your Data; or (D) Third-Party Products.
(b) Customer Indemnification. You shall indemnify, hold harmless, and, at WAVE's option, defend WAVE from and against any Losses resulting from any Third-Party Claim that your Data, or any use of the your Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on your or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Service in a manner not authorized by this Agreement; (iii) use of the Service in combination with data, software, hardware, equipment, or technology not provided by WAVE or authorized by WAVE in writing; (iv) modifications to the Service not made by WAVE, provided that you may not settle any Third-Party Claim against WAVE unless WAVE consents to such settlement, and further provided that WAVE will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice; (v) any disputes between you and any third-party including any shipper, carrier or other brokers that you interact with through the Service; (vi) violations of Applicable Law; or (vii) violations of the provisions set forth in Section 11 (Privacy and Data Security).
10. Limitations of Liability.
(a) Limitation of Liability. IN NO EVENT WILL WAVE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WAVE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL WAVE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNT PAID UNDER THIS AGREEMENT OR $10, WHICHEVER IS GREATER.
(b) Sole Remedy. THIS SECTION 10 SETS FORTH YOUR SOLE REMEDY AND WAVE'S SOLE LIABILITY AND OBLIGATIONS FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE INFRINGES, MISAPPROPRIATE, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. Your sole remedy for dissatisfaction with any portion of the Service is to stop using the Service, and the sole and exclusive maximum aggregate liability to WAVE for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) will be the greater of $10 or the total amount paid by you, if any, to access the Service. The prior limitation on damages is not intended to limit WAVE’s obligation to pay prevailing party costs or fees if recoverable pursuant to Applicable Law.
(c) No injunctive relief. You agree that in the event you incur any damages, losses or injuries that arise out of WAVE’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of the Service or other WAVE IP, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of the Service or any other WAVE IP.
(d) General release. By accessing the Service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of Section 1542 of the Civil Code of California, and any similar law of any state or territory, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
(e) Not a Motor Carrier. WAVE IS NOT A MOTOR CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY WAVE IS A MOTOR CARRIER.
11. Privacy and Data Security
(a) Definition of Personal Data. “Personal Data” means any information that can reasonably relate to an identified or identifiable natural person, or that may otherwise be considered “personal data”, “personal information” or equivalent terms under Applicable Law. Personal Data is subject to WAVE’s Privacy Policy, as may be modified or updated by WAVE from time to time, effective upon posting of an updated version of the Privacy Policy.
(b) Restrictions. You agree that (a) you shall process any Personal Data obtained from WAVE including you’re your end customers/user shippers, carriers or brokers through the Service solely for legitimate business purposes and retained only so long as necessary, (b) access to Personal Data obtained from WAVE or through the Service will be limited to your Authorized Users and employees or agents who have a legitimate business need to access such Personal Data, and (c) you will not disclose Personal Data obtained from WAVE to any third party, except as permitted under this Agreement. You shall not rent or sell Personal Data obtained from WAVE or through the Service for any purpose. You shall not use Personal Data obtained from WAVE or through the Service in any way that harms WAVE.
(c) Information Security Incident. You agree to implement appropriate legal, technical and organizational measures to protect Personal Data obtained from WAVE or through the Service against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach or attempted breach of your security measures (“Information Security Incident”). You shall promptly notify WAVE in writing in the event that you learn or have reason to believe that an Information Security Incident has occurred including at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Personal Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, you will (i) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (ii) provide WAVE with assurances reasonably satisfactory to WAVE that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Incident occurs as a result of your act or omission, and if WAVE determines that notices (whether in WAVE’s or your name) or other remedial measures are warranted, you will, at WAVE’s request and at your cost and expense, undertake the aforementioned remedial actions.
12. Termination
WAVE reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms and Conditions and/or your ability to access or use the Service, and to block or prevent future access to and use of the Service for any reason, including, without limitation, your breach of your Agreement or other conduct by you that WAVE considers inappropriate including but not limited to your actual or suspected violation of the Use Restrictions set forth in Section 4(c) above. WAVE reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service with or without notice. You agree that WAVE will not be liable to you or to any third party for any modification, suspension or discontinuation of the Service. Upon termination of your access to the Service, or upon demand by WAVE, you must destroy all Documentation and must immediately discontinuing the use of the Service. Any provision of these Terms and Conditions, which, by its terms, ought to survive, will survive any termination of the Agreement.
You understand and agree that WAVE will determine your compliance with these Terms and Conditions in its sole discretion. Any violation of these Terms and Conditions may be referred to law enforcement authorities.
13. Miscellaneous.
(a) Force Majeure. In no event shall either one of us be liable to the other, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(b) Severability. If any provision of our Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, we shall negotiate in good faith to modify this Agreement so as to effect our original intent as closely as possible in a mutually acceptable manner in order that the Transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(c) Governing Law; Submission to Jurisdiction. Our Agreement and these Terms and Conditions are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of [or related to] this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of Santa Ana and County of Orange, and by accessing the Site or using the Service, you irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(d) Equitable Relief. You acknowledge and agree that your breach or threatened breach of any of your obligations under our Agreement, would cause WAVE irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, WAVE will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
