wave-rf.com

These Website Terms of Use (these "Terms") constitute a legally binding agreement between WaveRF, Corp. ("WaveRF") and each individual or entity that accesses or uses the Website (as defined below) ("you" or "your"). These Terms govern your access to and use of any and all websites, web applications, dashboards, and management platforms owned or operated by WaveRF that post or link to these Terms, including WaveHouse and any associated APIs made generally available without a Separate Agreement (defined below) (collectively, the "Website").

By accessing or using the Website, you acknowledge that you have read and understand these Terms and agree to be bound by them. You also acknowledge that you have read and understand WaveRF's Privacy Policy, which is incorporated into these Terms by reference (the "Privacy Policy"). If you do not agree to these Terms or the Privacy Policy, you must immediately discontinue all access to and use of the Website.

If you access or use the Website on behalf of a corporation, limited liability company, partnership, governmental entity, or other legal entity, you represent and warrant that you have the full power and authority to bind that entity to these Terms. In such a case, the terms "you" and "your" refer to both you individually and the entity on whose behalf you are acting.

The Website is intended for individuals who are at least 18 years of age or the age of legal majority in their jurisdiction of residence, whichever is greater. By accessing or using the Website, you represent and warrant that you satisfy the foregoing requirement and are legally competent to enter into these Terms.

WaveRF may revise these Terms from time to time in its sole discretion. If WaveRF revises these Terms, it will post the updated version on the Website and update the above "Effective Date". Unless otherwise stated in the revised Terms, the revised Terms will become effective immediately upon posting. Your continued access to or use of the Website after the revised Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to any revised Terms, you must discontinue accessing and using the Website. WaveRF may, at any time and without prior notice, modify, update, suspend, discontinue, or remove all or any portion of the Website, including any Content, products, or services made available through the Website. WaveRF will have no liability arising from any modification, suspension, discontinuance, or removal of the Website or any portion thereof.

Subject to your compliance with these Terms, WaveRF grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Website solely for your own lawful informational and business purposes. Except for the limited right to access and use the Website expressly granted in these Terms, no right, title, or interest in or to the Website is granted to you. WaveRF does not guarantee that the Website, or any Content or functionality available through the Website, will always be available, uninterrupted, secure, error-free, or compatible with your hardware, software, browser, or device.

WaveRF may suspend, restrict, or terminate your access to all or any portion of the Website at any time if WaveRF reasonably determines that:

• (a) you have violated these Terms or applicable law;
• (b) your use of the Website poses a security risk to the Website, WaveRF, or any third party;
• (c) your use of the Website could subject WaveRF or any third party to liability; or
• (d) such action is reasonably necessary to protect the Website or the rights, property, or safety of WaveRF or others.

For the purposes of these Terms, "Content" means all information, text, graphics, photographs, images, illustrations, audio, video, documentation, downloads, data, databases, compilations, logos, trademarks, service marks, trade names, trade dress, icons, software, source code, object code, designs, layouts, interfaces, and other content or materials made available on or through the Website.

The Website and all Content, together with the selection, arrangement, coordination, compilation, and overall appearance thereof, are owned by or licensed to WaveRF and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws. No portion of the Website or any Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, publicly performed, encoded, translated, transmitted, distributed, sold, licensed, rented, leased, reverse engineered, decompiled, disassembled, or exploited without WaveRF's prior written consent. Except for the limited right to access and use the Website expressly granted in these Terms, all right, title, and interest in and to the Website and the Content are reserved by WaveRF and its licensors. Nothing contained in these Terms or on the Website grants any ownership interest, license, or other right in or to the Website, the Content, or any intellectual property of WaveRF or its licensors except as expressly provided in these Terms.

You may not remove, alter, obscure, or conceal any copyright, trademark, proprietary, or other notices appearing on the Website or any Content. Any unauthorized use of the Website or the Content may violate copyright, trademark, patent, trade secret, or other applicable laws and may result in civil or criminal penalties.

Notwithstanding the foregoing, certain WaveRF software, including any software and/or SDK that WaveRF makes available through public repositories (e.g., GitHub), is offered under a separate open-source license specified in that repository. To the extent of any conflict between these Terms and the applicable open-source license for such software, the open-source license will govern solely with respect to that software.

The WaveRF name and logo, and all related names, logos, product names, service names, slogans, trade dress, and other indicia of source displayed on the Website, are trademarks, service marks, or other proprietary identifiers of WaveRF or its licensors (each, a "Mark"). You may not use any Mark in connection with any product, service, website, advertisement, social media account, or other activity that is likely to cause confusion regarding the source, sponsorship, affiliation, or endorsement of any product or service, or that disparages or dilutes the goodwill associated with any Mark. All other trademarks, service marks, logos, and trade names appearing on the Website are the property of their respective owners. Reference to any third-party name, product, or service does not imply any affiliation with, endorsement by, or sponsorship of WaveRF unless expressly otherwise stated.

You may use the Website only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you may not, and may not permit any third party to:

• (a) use the Website in violation of any applicable federal, state, local, or foreign law, rule, or regulation;
• (b) access or use the Website in any manner that could damage, disable, overburden, impair, or interfere with the Website or any other person's or entity's use of the Website;
• (c) attempt to gain unauthorized access to any portion of the Website, any server on which the Website is hosted, or any systems or networks connected to the Website;
• (d) introduce or transmit any virus, worm, Trojan horse, malware, ransomware, spyware, or other malicious code or technology;
• (e) probe, scan, test, or assess the vulnerability of the Website or any related system or network, or circumvent or attempt to circumvent any security or authentication measures, except with WaveRF's prior written authorization;
• (f) use any robot, spider, crawler, scraper, data mining tool, artificial intelligence agent, automated script, or other automated means to access, monitor, copy, index, harvest, or extract any portion of the Website or its Content, except for standard search engine indexing conducted in accordance with applicable robots.txt instructions;
• (g) use any Content to train, develop, ingest, fine-tune, validate, benchmark, generate datasets, evaluate, or improve any artificial intelligence, machine learning, large language model, or similar technology without WaveRF's prior written consent;
• (h) frame, mirror, or incorporate any portion of the Website into another website, application, or service;
• (i) use the Website for the purpose of developing, marketing, supporting, or improving any product or service that competes with WaveRF or the Website;
• (j) misrepresent your identity or affiliation with any person or entity;
• (k) interfere with or disrupt the integrity, security, or performance of the Website or any systems or networks used to provide the Website; or
• (l) encourage, facilitate, or assist any other person or entity in engaging in any of the foregoing activities.

WaveRF reserves the right to investigate any suspected violation of this Section and to take any action it reasonably determines is appropriate, including suspending or terminating access to the Website, reporting suspected unlawful activity to law enforcement authorities, or pursuing any other remedies available at law or in equity. WaveRF welcomes reports of good-faith security research and vulnerability findings. Nothing in subsection (e) above prohibits security research conducted in accordance with WaveRF's responsible disclosure practices. Researchers seeking authorization to conduct such research, or wishing to report a suspected vulnerability, should contact WaveRF at legal@wave-rf.com.

The Website, the Content, and any related software or technology may be subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations (EAR) and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government list of restricted, denied, or prohibited parties. You agree not to access or use the Website, or export, re-export, or transfer any Content or technology obtained through the Website, in violation of any applicable export control or sanctions law.

If the Website, the Content, or any related software is accessed or used by or on behalf of the United States Government, the Website and such Content and software are provided as "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. § 2.101, and are licensed to U.S. Government end users only as commercial items and with only those rights as are granted to all other users pursuant to these Terms, in accordance with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable.

The Website may permit you to contact WaveRF, request information, subscribe to communications, submit employment inquiries, or transmit information to WaveRF. You are solely responsible for the accuracy, legality, and appropriateness of any information you submit through the Website.

Except for Personal Information (as defined in the Privacy Policy) governed by the Privacy Policy or information that is subject to a separate written confidentiality agreement with WaveRF, any comments, suggestions, ideas, feedback, recommendations, or other information you voluntarily submit to WaveRF regarding the Website, the Content, WaveRF's business, or WaveRF's products or services (collectively, "Feedback") will be deemed non-confidential and non-proprietary. By submitting any Feedback, you grant WaveRF a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, and fully paid-up right and license to use, reproduce, modify, adapt, publish, translate, distribute, perform, display, create derivative works from, commercialize, and exploit such Feedback for any lawful purpose without acknowledgment, compensation, or any other obligation to you. You represent and warrant that: (a) you own or have all necessary rights to submit any Feedback; (b) your submission does not violate any applicable law or the rights of any third party; and (c) your submission does not contain any malicious code or other harmful material.

The Website may contain links to third-party websites, applications, products, services, or other resources that are provided solely for your convenience. Such third-party resources are not owned or controlled by WaveRF, and WaveRF does not endorse or assume responsibility for their content, products, services, policies, or practices. WaveRF does not monitor such third-party resources and makes no representations regarding their availability or security. If you choose to access any third-party website or resource, you do so entirely at your own risk and subject to the terms and conditions and privacy policies applicable to such third party. WaveRF will not be responsible or liable for any loss or damage arising from or relating to your access to or use of any third-party website or resource.

The Website is intended to provide general information regarding WaveRF and its technologies, products, and services. Certain products, software, hardware, applications, downloads, subscriptions, professional services, support services, or other offerings referenced on the Website may be subject to separate agreements, including order forms, purchase orders, software license agreements, subscription agreements, statements of work, service level agreements, professional services agreements, or other written terms (each, a "Separate Agreement" and collectively, "Separate Agreements"). To the extent applicable, your purchase of, license to, subscription to, or use of any product or service offered by WaveRF will be governed by one or more Separate Agreements. Those Separate Agreements will govern the applicable product or service and, to the extent of any conflict with these Terms, will control solely with respect to the applicable product or service. Nothing contained in these Terms modifies, supersedes, or amends any Separate Agreement.

From time to time, WaveRF may make available features, products, or services that are identified as "beta," "preview," "early access," or by similar designation (each, a "Beta Feature" and collectively, "Beta Features"). Beta Features are provided for evaluation purposes only, may not be complete or fully functional, and may contain errors or inaccuracies. WaveRF may modify or discontinue any Beta Feature, or the data associated with it, at any time without notice and without liability. You acknowledge that the use of a Beta Feature is at your own risk, that data created, stored, or processed using a Beta Feature may be lost, corrupted, or become unavailable, and that Beta Features are provided "as is" without any representation or warranty of any kind, notwithstanding anything else to the contrary in these Terms.

The Website and the Content are provided solely for general informational purposes. Nothing contained on the Website constitutes or will be deemed to constitute:

• (a) an offer to sell, license, or provide any product or service;
• (b) a binding quotation or proposal;
• (c) a commitment to develop, release, continue, or support any product, feature, functionality, or service; or
• (d) engineering, technical, legal, regulatory, financial, or other professional advice.

Product descriptions, technical specifications, compatibility information, demonstrations, screenshots, illustrations, performance metrics, availability, pricing, product roadmaps, and other information appearing on the Website are subject to change without notice and are provided for informational purposes only.

Certain statements on the Website, including references to uptime percentages, guaranteed delivery, or similar performance characterizations, describe target design objectives of WaveRF's technology and are not warranties, service level commitments, or guarantees of actual performance. Any binding service level commitment applicable to a specific product or service will be set forth exclusively in the applicable Separate Agreement and will supersede any general statements made on the Website.

The Website may describe anticipated products, features, functionality, technologies, or services that have not yet been released or may never become available. Any such descriptions reflect WaveRF's current development objectives only and do not constitute a representation, warranty, promise, or commitment that any such product, feature, functionality, technology, or service will be developed or offered or will continue to be available.

Although WaveRF strives to keep the Website current and accurate, WaveRF does not represent or warrant that the Website or any Content is complete, accurate, current, reliable, or free from errors or omissions. You are solely responsible for evaluating the accuracy, completeness, and usefulness of any information made available through the Website before relying upon it.

WaveRF is under no obligation to provide any technical support, maintenance, updates, upgrades, or bug fixes in connection with the Website or any Content, except to the extent expressly required by a Separate Agreement. Any support WaveRF elects to provide absent a Separate Agreement is provided on a courtesy basis only and may be discontinued at any time without notice or liability.

The Website and the Content are not intended to support the design, deployment, or operation of any safety-critical, life-safety, or high-risk system, including systems used in aviation, aerospace, medical treatment, emergency response, nuclear facilities, or critical infrastructure, where any failure could result in death, personal injury, or severe property or environmental damage ("High-Risk Use"). Any decision to use WaveRF's technologies, products, or services in connection with a High-Risk Use, and the terms governing any such use, must be expressly addressed in a Separate Agreement. Absent such a Separate Agreement, WaveRF makes no representation, warranty, or commitment that the Website, the Content, or any product or service described on the Website is suitable for High-Risk Use, and you assume full responsibility for any such use.

If you believe that material available on the Website infringes your copyright, you may submit a notice to WaveRF's designated agent in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, including:

• (a) a description of the copyrighted work claimed to have been infringed;
• (b) a description of the material you claim is infringing and its location on the Website;
• (c) your contact information, including address, telephone number, and email address;
• (d) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law;
• (e) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner; and
• (f) your physical or electronic signature.

Notices should be sent to WaveRF's designated copyright agent at: Copyright Agent, Legal Department, WaveRF, Corp., 333 Jackson Plaza, Suite 601, Ann Arbor, Michigan 48103, or legal@wave-rf.com. WaveRF may remove or disable access to material in response to a valid notice and may terminate the accounts of repeat infringers in appropriate circumstances.

By communicating with WaveRF through the Website or by sending emails or other electronic communications to WaveRF, you consent to receive communications from WaveRF electronically. WaveRF may provide notices, disclosures, and other communications electronically, including by posting them on the Website or sending them to the email address you provide. You agree that all agreements, notices, disclosures, and other communications that WaveRF provides electronically satisfy any legal requirement that such communications be in writing.

THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVERF DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WAVERF DOES NOT REPRESENT OR WARRANT THAT: (A) THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE WEBSITE OR ANY CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (E) THE WEBSITE OR ANY SERVER FROM WHICH THE WEBSITE IS MADE AVAILABLE IS FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK. Any reference on the Website to "guaranteed," "guarantee," specific uptime percentages, or similar terms describes a design objective only and do not constitute a warranty or contractual commitment absent an express, signed Separate Agreement stating otherwise. Some jurisdictions do not allow the exclusion of implied warranties SET FORTH ABOVE, so some or all of the exclusions in this Section may not apply to you. In SUCH A case, any implied warranties will be limited to the shortest period and narrowest scope permitted by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVERF, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, USE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE WEBSITE, THE CONTENT, THESE TERMS, OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE, REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF WAVERF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the LIMITATION OR exclusion of LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SET FORTH ABOVE, so some or all of the LIMITATIONS in this Section may not apply to you. In SUCH A case, WAVERF'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF WAVERF ARISING OUT OF OR RELATING TO THE WEBSITE, THE CONTENT, OR THESE TERMS WILL NOT EXCEED US$100.

THE LIMITATIONS SET FORTH IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WAVERF AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You agree to defend, indemnify, and hold harmless WaveRF, its affiliates, and its and their respective directors, officers, managers, employees, agents, representatives, licensors, service providers, successors, and assigns from and against any and all claims, demands, actions, proceedings, liabilities, obligations, damages, judgments, losses, fees, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Website; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party, including your misappropriation or infringement of any intellectual property; or (d) any Feedback submitted by you through the Website. WaveRF reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you under this Section. In such a case, you will reasonably cooperate with WaveRF in the defense of the applicable claim.

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Website, whether based in contract, tort, statute, or otherwise, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would require the application of the laws of another jurisdiction.

Subject to applicable law, you irrevocably submit to the exclusive jurisdiction of the state courts located in Washtenaw County, Michigan and the United States District Court for the Eastern District of Michigan for the resolution of any dispute arising out of or relating to these Terms or the Website. You waive any objection based on improper venue or forum non conveniens with respect to such courts.

These Terms constitute the entire agreement between you and WaveRF with respect to your access to and use of the Website and supersede all prior or contemporaneous understandings, agreements, representations, and warranties relating to the Website.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will remain in full force and effect.

WaveRF's failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of that right or provision or of any other right or provision.

You may not assign or transfer these Terms or any of your rights or obligations under these Terms without WaveRF's prior written consent. Any attempted assignment in violation of this Section will be void. WaveRF may assign these Terms, in whole or in part, without restriction at any time.

Any notice required or permitted under these Terms (other than a copyright infringement notice, which is governed by the Section entitled "Copyright Claims") must be in writing and sent to WaveRF at legal@wave-rf.com, or to you at the email address or contact information you have most recently provided to WaveRF. Notices will be deemed given when sent, provided that a notice sent by email will be deemed given on the next business day if sent outside WaveRF's normal business hours.

WaveRF will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of telecommunications or internet service providers, power outages, governmental actions, epidemics or pandemics, or other events beyond WaveRF's reasonable control.

Nothing in these Terms creates or will be construed as creating any agency, partnership, joint venture, employment, fiduciary, or other similar relationship between you and WaveRF.

These Terms are for the sole benefit of the parties and do not confer any rights or remedies upon any other person or entity except as expressly provided in these Terms.

The headings used in these Terms are provided solely for convenience and will not affect the interpretation of these Terms. The words "including," "include," and "includes" mean "including, without limitation".

If you have any questions regarding these Terms, please contact WaveRF at legal@wave-rf.com.