WAVE GENERAL TERMS AND CONDITIONS OF SERVICES (B2B) - V2.0 - Oct, 25th 2022

Please take a moment to read the following Terms & Conditions. If there is anything you do not understand, then please contact admin@wave.ai.

These GTCS are application to business customers.

Wave is a unique coaching solution that provides our customers (“You”) with professional coaching services for their own benefit or the benefit of their employees (“Users”) through the platform (the “Platform”) made available at the following address:

https://ride.wave.ai (the “Wave Services” or “Services”).

Unless otherwise agreed in a written agreement between You and Wave, these terms and conditions which form a binding contract between You and the company Wave (contact details listed under Article “Information on the company Wave”), shall apply to the online provision of the Wave Services. These GTCS also provide the rules applicable to the use of our website (https://www.wave.ai) (the “Site”), whether You subscribe to the Wave Services or not.

In order to access the Wave Services, You must first read, understand and accept these general terms and conditions of use and sale (“GTCS”) and our Privacy Policy, accessible and printable at any time using a link accessible at the bottom of the homepage of our Platform. By accessing and using Our Platform, you agree with these GTCS.

1 • Registration to the Wave Services

The use of the Wave Services requires You to register on the Platform by filling in the registration form, for your organization, in order to benefit or make your employees benefit from the Services . You must provide all the information marked as mandatory. Failure to do so, Wave will not be able to provide You with the Wave Services.

On the first registration, You will access a discovery session. At the end of the discovery session, if you are interested in our Services, You can proceed with the subscription of the Services and the payment.

You access the Wave Services on a subscription basis: monthly, biannually or annually (the "Subscription").

The Subscription (and access to the Wave Services) starts upon receipt of your payment by Wave, for the period selected by You on the Platform (“Start Date”). The Subscription is thereafter tacitly renewed for successive periods of the same duration as the initial period (together with the initial period, the "Periods"), from date to date, unless the Subscription is terminated under the conditions set out in the "Termination" article.

You represent and warrant that all the information You and your Users provide is correct, up-to-date and sincere and are not deceptive in any way.

You must only use the Wave Services for lawful purposes in accordance with these GTCS. You must not use the Wave Services in a way that does not comply with any laws or regulations or that is unlawful or fraudulent.

You represent and warrant that You have full legal power and authority to sign and execute this contract with Wave.

You are solely responsible for the activity that occurs under your Users accounts. You and Your Users are expected to use "strong" passwords (passwords that use a combination of upper and lowercase letters, and numbers) with your account. You and Your Users must exercise caution when accessing your accounts from a public or shared computer so that others are not able to view or record your password or other personal data. You understand and agree not to provide any other person with access to the Wave Services unless expressly authorized by Wave. You are solely responsible for the use of your username and password to access your accounts and undertake to take all reasonable measures to keep your password secret and secure and not to disclose it to anyone. The combination of your username and password is proof of your connection to your User account. You agree to notify us immediately of any unauthorized access to your Users accounts or use of your usernames or passwords or any other breach of security. You understand that even if you notify us, you will be responsible for all activities that occur under your Users accounts. You also agree to ensure that you logout from your accounts at the end of each session. You are responsible for any password misuse or any unauthorized access. We reserve the right at any time and from time to time, to disable or terminate your Users accounts, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any security reason. Wave may also suspend or terminate your account and/or your access to the Services, or any portion of the Services at any time if, in its sole discretion, notably if it has reasonable grounds to believe that You have violated the terms of the GTCS.

You agree that the purchase of the Services shall be for your organisation’s own internal use and/or for the use by and/or benefit of the employees only and not for resale purposes, unless otherwise expressly agreed with Wave.

2 • Description of our Wave Services

Once registered on the Platform and payment is completed, You and your Users have access to the Wave Services, which include notably:

sessions of professional coaching program comprising questions, data, routine, feedback elements, assignments, and tailored insights;
a continuous access to our Platform which includes the core application where You can share your objectives and thoughts with Wave and our team of interactions supervisors and coaches with a response within two (2) business days upon receipt of your request

The coaching will be held through our Platform only. Weekly interactions are scheduled to be sent to the User every week.

The objective of the coaching will be defined in the first interactions between Wave and Your your User. Once achieved, this objective will be re-assessed, redefined and potentially updated to a new one.

During the provision of the Services, our coaching team only has access to the information strictly necessary to deliver the Wave Services.

For more information related to the collection and use of your personal data, please refer to our data policy available at the following address: https://wave.ai/privacy.

3 • License

Wave grants You (and your Users), for the duration of the Wave Services, a worldwide, non-exclusive, non-transferable, non-assignable, fully paid and strictly personal and limited license to use, in object code only, the Platform and its content in accordance with these GTCS.

The license means the right to access, use and operate the Platform in accordance with its purpose, via a connection to the internet network.

Consequently, You expressly refrain from any use of the Platform and/or Wave Services not explicitly provided for by law or not authorized by the GTCS.

You accept the conditions of such license and agree not to:

copy, print, or transfer all or part of the Platform, or its content;
sell, distribute, rent, transfer or sublicense in any way whatsoever all or part of the Platform or its content;
modify or translate the Platform, or its content;
reproduce or merge all or part of the Platform or its content into other computer programs;
reverse engineer, decompile, disassemble the Platform;
modify or make derivative works with all or part of the Platform;
use the Platform or its content for purposes other than its original function.

You agree that Wave shall retain all intellectual property rights to the Platform and its content except for those rights granted to You in these GTCS, and that nothing herein shall serve to transfer ownership or title of the Platform to You.

4 • Subscription fees and Payment terms

The fees applicable at the date of Subscription to the Wave Services are the following ones :

For a 1-month Subscription : 299€ per User;
For a 6-month Subscription : 1074€ per User (this subscription brings the monthly price to 179€);
For a 12-month Subscription : 1188€ per User (this subscription brings the monthly price to 99€).

Prices mentioned hereinabove are exclusive of VAT and are in euros.

Prices are subject to French VAT. Any new taxes or charges that may be created or any changes to current taxes or charges, shall automatically result in the readjustment of the sales prices of the Wave Services.

Wave reserves the right, at its entire discretion, to propose promotional offerings or price reductions.

The prices of the Wave Services may be revised at any time. You will be informed of these modifications directly on the Site. However, the price You accepted at the date of your Subscription shall remain in force during the entire Period of the selected Subscription.

The prices do not include the fees of the internet connection nor the fees of any equipment or software necessary to access the Platform which remain your responsibility.

In consideration for the provision of the Wave Services, You shall pay the agreed Subscription fee upfront at the day of registration to the Wave Services, according to the selected Subscription.

You can upgrade your Subscription (the “Current Subscription”) to a longer Period of time (the “New Subscription”). To this end, We invite You to contact our customer service (client@wave.ai).

In this case, the fees corresponding to the not consumed part of the Current Subscription will be deducted from the amount of the fees of the New Subscription. Deduction will be made on a pro-rated basis.

The New Subscription shall start on the first day following the end of the then-Current Subscription Period.

Example:

You subscribe for a 6-month Subscription plan on March 26th. On May 12th, You want to upgrade your current Subscription for a 12-month Subscription plan. The 12-month Subscription (New Subscription) plan will start on May 13th.

The following payment methods can be used to subscribe to the above Services :

Credit Card.

Payment is made through a secure payment service provider which, alone, keeps your bank details for this purpose. Wave does not collect, process or store Your payment data. You can access the payment service provider’s terms and conditions at the following address:

https://stripe.com/en-fr/legal/ssa

‍If Wave is told that or suspects that the User account and/or the payment function of the Platform has/have been compromised or there is a serious risk of compromission, Wave may block the User account for the duration of the verification.

Where applicable, You are informed and expressly accept that any payment delay on all or part of the fees at a due date automatically induces, without prejudice to Wave’s other rights and remedies and without prior formal notification:

the immediate suspension of the ongoing Wave Services until full payment of all the fees due;
the invoicing to the benefit of Wave of an automatic penalty rate of 3 times the legal interest rate in force at the time of the selected Subscription ;
the invoicing of a flat-rate indemnity for collection costs of 40 euros. When the collection costs incurred are higher than the amount of this fixed indemnity, the invoicing of an additional indemnity, upon justification.

5 • Compliant and loyal use of the Wave Services

You undertake, when using the Wave Services, to comply with the laws and regulations in force and not to infringe third-party rights or public order. You also ensure that the use of the Wave Services does not violate the GTCS.

You are solely responsible for the correct accomplishment of all the administrative, fiscal and social security formalities and all payments of contributions, taxes or duties of any kind, where applicable, in relation to your use of the Wave Services.

You are informed and accept that the implementation of the Wave Services requires You to be connected to the Internet and that the quality of the Wave Services depends directly on this connection, for which You are solely responsible.

Since You will use, access and operate this Platform via third party telecommunications networks, You acknowledge that Wave cannot guarantee the availability of the Platform, nor the fact that the Platform will be uninterrupted or error free.

Similarly, it cannot guarantee that the transmission of any information over such telecommunications networks will be secure at all times.

You undertake to provide Wave with all the information necessary for the performance of the Wave Services. You must not impersonate any person, or use a false email address whilst creating an account. If Wave has reasonable grounds to believe that this is the case, Wave reserves the right to suspend and/or delete your User’s account without prejudice to any other rights and remedies it may have.

The following are also strictly prohibited: any behavior which may interrupt, suspend, slow down or prevent the continuity of the Platform and/or Wave Services, any intrusion or intrusion attempt into the Platform and/or the Site, any unauthorized use of the Site's system resources, any actions likely to place a disproportionate load of the latter, any infringement on the security and authentication measures, any acts likely to infringe on the financial, commercial or moral rights of Wave or of the Users of the Site and/or the Platform, lastly and more generally, any failing in respect of these GTCS.

It is strictly prohibited to make financial gain from, sell or transfer all or part of the access to the Platform and the Wave Services and to the information which is hosted and/or shared therein.

In the event of a violation of any provision of these GTCS or more generally in the event of any violation of any laws and regulations by You, Wave reserves the right to take any appropriate measure including:

suspending access to the Wave Services ;
terminating the contractual relationship with You ;
deleting any content put on line on the Site and/or the Platform ;
informing any authority concerned ;
initiating any legal action.

6 • Content

The contents (texts, courses, photographs, videos, etc.) published on the Platform may only be used for strictly personal purposes.

You are solely responsible for the information and content uploaded through our Platform.

You guarantee Wave that You have all the rights and authorisations necessary to provide such information and content.

You undertake to provide only content that does not infringe public order, good morals, third-party’s rights, legislative or regulatory provision and, more generally, is in no way likely to engage Wave's civil or criminal liability.

You also agree not to share the following; this list is not exhaustive:

content which is obscene, indecent, shocking, defamatory, insulting, violent, racist, xenophobic or revisionist;
content which infringes intellectual property rights;
content damaging to the image of Wave or a third party
content which is dishonest, misleading or proposes or promotes illegal, fraudulent or misleading activities;
and, more generally, content likely to infringe the rights of third parties or be prejudicial to third parties, in whatever way and in whatever form.

7 • Wave’s obligations

Wave undertakes to supply the Wave Services with diligence and according to best practices, it being specified that it has an obligation of means to the exclusion of any obligation of result, which You expressly acknowledge and accept.

Wave declines all responsibility in the event of any loss of information accessible in your personal User’s account if this loss was due by You or a third party.

Wave undertakes to carry out regular checks to verify the operation, accessibility and security of the Platform and Site. In this regard, Wave reserves the right to interrupt access to the Site and Platform momentarily for maintenance reasons. In this event, Wave will do its best efforts to notify You by e-mail at least five (5) business days in advance. Similarly, Wave may not be held responsible for momentary difficulties or impossibilities in accessing the Site or the Platform, the origin of which are external to it, are due to force majeure, or disruptions in the telecommunications networks.

Wave uses reasonable endeavors to ensure that the Platform is generally available but makes no representation or warranties as to such availability.

Wave does not guarantee You that the Wave Services will be totally free from viruses, errors, defects or faults.

8 • Coaching agreement

8.1 Client’s commitment

For effective coaching, it is important that the User commits to making him/herself available for the coaching, which means:

a voluntary participation;
a form of involvement in the implementation of action plans and tasks that may be defined as part of the coaching.

Wave will always respect the client’s right to end the engagement at any point in the process, subject to the provisions of the GTCS. Wave will also encourage the client to terminate the coaching if it is believed that the client would be better served by a different form of professional help.

8.2 Ethical coaching

Wave is committed to respecting the Code of Ethics of the EMCC, in particular on the following points:

Confidentiality: the practice of coaching is subject to the strict respect of professional secrecy; consequently, Wave undertakes to not communicate to anyone the content of the exchanges, unless the release of information is required by law. In particular, Wave reserves the right, in its sole discretion, to contact the competent authorities if the client made some claims that could suggest he could put his own safety at risk. ;
Respect: Wave refrains from influencing in any way whatsoever the Client or directing his actions. During the coaching, Wave being neither a counselor nor a psychotherapist, the User retains full and complete control and responsibility for his/her decisions and actions. Wave actively works to promote the client’s independence, self-reliance and sense of empowerment. In its sole discretion, Wave reserves the right to contact the competent authorities if the client shared information that could suggest he could put his own safety at risk;
Framework: Wave commits to maintaining its level of professionalism in coaching through regular supervision from experienced supervisors, coaches, and experts. Users’ cases can be used anonymously through supervision. Wave is also continuously supervised by a Scientific Board made of professional certified coaches and experts.

All content and information shared by Wave on the Platform does not constitute any professional advice. Always consult a professional for your particular needs and circumstances prior to making but not limited to any professional, medical, accounting, legal, fiscal or tax related decisions.”

9 • Intellectual property

The Platform, systems, software, structures, databases, logos, brands and contents of any nature (text, images, visuals, music, logos, brands, databases, etc.) operated by Wave within the Site and/or Platform are protected by all intellectual property rights or rights of database producers. Any disassembling, decompilation, deciphering, extractions, reverse engineering, reutilisations, copies and, more generally, any acts of reproduction, representation, publication and use of any of these elements, in whole in part, without Wave's authorisation are strictly prohibited and may be the subject of judicial proceedings.

You therefore refrain from any action and any act likely to infringe the intellectual property rights held by Wave or any third party on the Site, the Platform and their features or on the documentation.

You are informed that the GTCS do not entail any assignment or other license to use Wave’s or third parties’ intellectual property rights other than the licensing right described under Article 3 “License”.

You represent and warrant that You hold all necessary intellectual property rights on the data and files You use or share with Wave during the performance of the Wave Services, and will indemnify and hold Wave harmless against any claim, action or complaint of a third party in this respect.

10 • Personal data

In the context of the provision of the Wave Services and the Platform, Wave, as a Data Controller, may collect and process certain of Your personal data, including your personally identifying information, public contextual content about You and your company, your coaching content, connection and navigation data and data recorded in cookies (the “Data”)

Wave ensures that your Data is collected and processed in compliance with (i) all applicable laws and regulations, such as the provisions of French law no. 78-17 of 6 January 1978 on data processing, data files and individual liberties (amended by law no. 2004-801 of 6 August 2004, law no. 2016-1321 of 7 October 2016, the law n°2018-493 of 20 June 2018 and the ordinance no. 2018-1125 of 12 December 2018) and the Regulation no 2016/679 of the European Parliament and of the Council of 27 April 2016 (together the “Data Protection Laws”), (ii) in accordance with its Privacy Policy available at the following address https://www.wave.ai/privacy and (iii) in accordance with its Cookies Policy available at the following address: https://www.wave.ai/cookies

The Privacy Policy is an integral part of the GTCS.

You are invited to read the Privacy Policy for a more detailed explanation of the conditions for the collection and processing of your Data.

11 • Third-party links and sites

Wave shall under no circumstances be held responsible for the technical availability of the websites or mobile applications operated by third parties (including its partners, where applicable) which You would access via the Site or the Platform.

Wave bears no responsibility in regard to the content, advertising, products and/or services available on such websites and mobile applications; reminder is given that these are governed by their own conditions of use.

12 • Termination

You may then terminate the Wave Services by sending, before the expiry date of the Subscription, a notification to Wave through your account or by e-mail to the following address: client@wave.ai and by observing the following conditions:

Notification of termination shall be sent to Wave:

For the 1-month Subscription, three (3) days before the expiry date of your Subscription;
For the 6-month Subscription thirty (30) days before the expiry date of your Subscription;
For the 12-month Subscription, ninety (90) days before the expiry date of your Subscription.

Otherwise, the Subscription shall automatically be renewed for the same duration as the initial or renewed period of the Subscription.

In case of termination during the Subscription, the fees already paid are non-refundable, non-cancellable.

Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so.

Upon termination (or expiration) of Wave Services, You may ask for a complete deletion of Your Data included in your personal space or request a digital copy.

Articles “Intellectual Property”, “Representation and warranties”, “Liability”, and any other provisions which by their nature should survive, shall continue in full force and effect upon any termination of this GTCS.

13 • Representation and warranties

The Wave Services are provided on an “as is” basis.

Wave does not warrant that the platform and/or Wave Services will be available at all times or uninterrupted or error free.

Wave does not warrant that the platform and/or Wave Services will meet your expectations and needs.

The Platform and/or the Wave Services may contain views, opinions, statements, and recommendations of various information and content providers, Wave does not represent or endorse the accuracy, correctness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Platform or the Wave Services.

Except in the case where Wave (i) has been duly informed of the existence of illegal content within the meaning of the legislation in force, according to the conditions laid down under Article “Complaint”, and (ii) has not acted promptly to remove such content, Wave cannot be held responsible for the distribution of such content.

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14 • Liability

Wave is only bound by an obligation of means (“obligation de moyens”) with regard to its commitments under the GTCS.

It is specified that Wave may in no case be held liable for indirect damage, suffered by You and arising from the provision of Wave Services and/or use of the Platform or the Site, whether or not the possibility of such damage could have been reasonably foreseen arising out of or in relation to these GTCS, such as interruption of telecommunication networks or power outage, financial or commercial loss, loss of profit, loss of expected savings, loss of image, operating loss, loss, alteration of or fraudulent access to data, damage caused to the User's equipment when accessing the Platform or Site, accidental transmission through the service or by e-mail of malicious programs (viruses, etc.) or other harmful elements, or from the attitude, conduct or behavior of a third party or another User.

Wave’s liability cannot exceed 100% of the amount of the fees paid by You for the Subscription concerned.

The liability of Wave shall not, however, be limited in the event of death, personal injury, fraud, gross negligence (“faute lourde”), wilful misconduct (“dol”) as construed under French law.

For organisations, You are liable for the behavior of your Users when using Wave Services and undertake to inform them about these GTCS.

15 • Force majeure

Wave shall not be liable for damages, delay, or non-performance resulting from an event of Force Majeure as defined by Article 1218 of the French Civil Code and as specified from time to time by the case law of the French courts.

The obligations of the party (Your or Wave) that is the victim of the force majeure event will, initially, be suspended without it incurring any liability. The party invoking it undertakes to notify the other, by any means at its disposal and as soon as possible. It shall indicate the event constituting the force majeure, its foreseeable duration as well as the obligations which it considers it can no longer ensure the execution. It shall also indicate the means it intends to use to limit the consequences of the force majeure.

If the force majeure event prevents the victim party from performing an essential obligation under the GTCS for more than one (1) month, the contractual relationship may be automatically terminated by the other party. No compensation may be claimed by either party.

16 • Complaint

For any complaint related to the use of the Wave Services, You may contact Wave at the following address: claim@wave.ai. ‍

17 • Modification of the GTCS

Wave reserves the right to modify the GTCS at any time by publishing an updated version on the Site and the Platform.

Wave shall notify You by email of such modification no later than fifteen (15) days before the entry into force of the new version of the GTCS.

Any modification of the GTCS made necessary by a change in the applicable law or regulation, a court decision or the modification of the functionalities of the Site or the Platform shall come into force immediately unless otherwise expressly provided.

The version of the GTCS applicable to You is the one in force at the time You start to use the Wave Services, the Site and/or the Platform.

If You do not accept the amended GTCS, You may terminate the Wave Services according to the conditions laid down under Article “Termination”.

18 • Applicable law

These GTCS and all matters arising from or connected with them shall be governed by French law. The application of any rules of conflict of law which may restrict the full application of the French law are hereby excluded.

19 • Jurisdiction

In the event of dispute as to the validity, interpretation and/or execution of these GTCS, and in case an amicable agreement fails to be reached, the Parties agree that the Nanterre courts shall be exclusively competent to rule on them.

20 • Information on the company Wave

The company Wave is a French simplified joint stock company (“société par actions simplifiée”), registered within the Nanterre Register of Commerce and Companies under number 881 114 037, and located 65 rue de la Croix, 92000, Nanterre, France.

21 • Coming into force

The GTCS shall come into force on the date of Your access to the Site and/or Platform or on the date of Start Date (when subscribing to Wave Services) .

22 • General

Entire agreement - The GTCS along with the Privacy Policy and any other additional rules that may be provided by Wave constitute the entire agreement between You and Wave and govern your use of the Wave Services, superseding any prior agreements, whether oral or written, between You and Wave.

No waiver - The failure of Wave to exercise or delay in exercising any right or remedy provided by these GTCS or by law does not constitute a waiver of such right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy

Severability - If any provision of these GTCS shall, for any reason whatsoever, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these GTCS. (The other provisions of these GTCS remain in full force and effect).

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