1. GENERAL ASPECTS

These General Contracting Conditions, (”General Conditions") constitute the regulatory framework for the contracting of the services indicated in section 2 that we offer through our platform offered by Wavesmatch OÜ (Registered in Tallinn, Estonia; TAX ID16938180)  ("Wavesmatch”) to its customers through this Website: https://wavesmatch.com / (“Website”). These General Conditions constitute, as a whole, the applicable agreement between Wavesmatch and the Customer (hereinafter the “Agreement”).

The Customer, at the time he purchases any of our Services, expressly accepts and submits to these General Conditions, as well as the Conditions of Use of our Website and the Privacy Policy, which will be complementary to these General Conditions.

The Client acknowledges having sufficient legal capacity to be contractually obliged.

2. DESCRIPTION OF THE SERVICE AND HIRING REQUIREMENTS

Wavesmatch, through this Website offers its Customers a platform that allows the authors of musical compositions or recordings to search, identify and verify if a certain composition or musical recording is being used or reproduced in songs hosted or uploaded on digital platforms (the “Platform”). This is so that you can determine whether an authorized use of your composition or musical recording is being made or, on the contrary, it is an illegitimate infringing use of your intellectual property rights.

The Platform offers the authors of musical compositions or beatmakers the following services (the "Services"):

- Search, identify, check and show if a certain composition or musical recording is being used or reproduced by third parties without authorization;

- To know details about the songs that use or reproduce compositions or musical recordings, such as, the name of the artist, release date, title of the track or track, name of the producer, ISRC, among other matters of interest;

- Monitor compositions or musical recordings in order to notify you if uses of them are detected;

Wavesmatch reserves the right to replace, modify, expand or reduce the catalog of services and products offered through this Website.

3.THE CLIENT'S PREREQUISITES FOR CONTRACTING SERVICES

Only natural persons of legal age and with sufficient legal capacity to contract may contract Services through this Website. In the event that the Client contracts for services on behalf of a legal entity, he guarantees that he has the necessary powers of representation and authority to bind the legal entity to this Agreement.

Wavesmatch reserves the right to refuse the Services or to immediately terminate the Agreement with a Client if he/she does not meet the age requirements or does not have the sufficient legal capacity to contract or, if he/she has violated these General Conditions previously.

In order to use the Service, the Customer needs to have access to the necessary Internet connection and to obtain an account to enjoy the Services.

In this sense, Wavesmatch is not responsible for access to the Services being limited by an overload on the Internet or due to failures or difficulties related to computers or other devices, networks, electronic devices or communication systems of the Customer.

4. METHODS OF ACCESS TO SERVICES

Access to the Platform and registration as a Wavesmatch user is free of charge. However, in order to obtain the Services offered from Wavesmatch, it will be necessary to have Credits (the “Credits”), which, in general, are obtained through a subscription.

The Credits function as a ”payment method“ within our Platform, that is, to perform each of the actions within the Services, the ”payment" of Credits is required, which means that the number of Credits indicated for such action will be subtracted from the Customer's current balance.

4.1. Subscription Plans

Obtaining Credits and, therefore, accessing the Services (searching for musical compositions or recordings through the Platform, as well as using other additional functionalities offered by Wavesmatch) without restrictions or limitations usually requires subscribing to one of the credit plans or packages (the “Subscription Plans”) offered by Wavesmatch, except in the case where Wavesmatch grants free credits in certain circumstances (section 4.2).

The price, number of credits and modality of each Subscription Plan will be indicated at the time of contracting. As a general rule, the Subscription Plans available

they will be of a monthly nature, renewing for the same period respectively, if the Customer does not cancel the renewal within the deadlines stipulated in section 10.

The available credits, that is, the credits that have not been consumed during the corresponding month, will be cumulative, and the Client can consume them at any time.

The payments will always be prior to the granting of the Credits or the provision of the Services, so Wavesmatch reserves the right not to grant Credits or not provide the requested Service until the moment it has received the payment of the same, as well as the right to temporarily suspend or definitively cancel the Service in the event of any incident in the collection of the same.

5. ONBOARDING PROCESS

The process for contracting the Services of Wavesmatch through the Website will consist, in a general way, of the following steps:

1.Through the Website, the Customer will be able to register as a Wavesmatch user. 

2.To validate the access credentials of the user registration, Wavesmatch will send to the email indicated during the registration process a link to validate the email address. Once the registration email address has been validated, the Client will be able to access the Platform and make purchases.

3.During the registration process, Wavesmatch will indicate the steps to be followed and certain personal data will be requested, which will be treated in accordance with the Privacy Policy.

4.Before proceeding to the payment of the Services, the present General Conditions can be accessed, which must be accepted. Once accepted, the mechanisms will be provided so that the payment can be made depending on the system chosen in each case.

5.Once the payment has been made, the Customer will receive in his email a confirmation of the purchase made, payment details, available credit, as well as instructions to be able to enjoy the Services provided through the Platform.

6.Once the previous steps have been completed, on the main screen you will find an upload section where you can enter the URL of your musical composition or upload the file or sound recording containing the musical piece.

7.Once you have uploaded an audio, you will be informed about the existence or not of songs hosted or uploaded on digital platforms that use your musical composition and, in case matches are found, you will be provided with all the information that is available in relation to the song/s that use the composition or musical recording in question.

The contracting of the Services will not be understood to have been carried out, in any case, until the full payment of the indicated price has been made.

The Client must keep his information and contact details updated. All transactions carried out before the updating of personal data will be based on the information provided up to that time. Wavesmatch is not responsible for losses, delays, expenses or damages due to its lack of authenticity or updating.

Wavesmatch will not be liable for damages caused by the improper use by the registered Customer of his account or profile, as well as for access by unauthorized third parties or for the information provided to Wavesmatch.

6. DURATION OF THE AGREEMENT

This Agreement enters into force on the date of contracting the Services by the Client (date of acceptance of these General Conditions) and has an indefinite duration, being in force until the Client or Wavesmatch terminates it.

7. LICENSE AND TERMS OF USE OF THE SERVICES

Wavesmatch, by means of this Agreement, grants the Client a non-exclusive, non-sublicensable and non-transferable, worldwide, limited license to access and make use of the Platform in a personal and non-commercial way for the purposes defined in section 2 for the duration of this Agreement.

The Customer may only use the Services for personal use and in accordance with this Agreement. Any other use is prohibited, unless there is the express authorization of Wavesmatch. The Client, with respect to the Services, which includes the contents of the Website, the Platform and its content, the computer codes of the elements that make up the Services, the Platform and the Website, may not do (including encouraging, facilitating or causing any other party to do) the following:

(a) Make a use of the Services for commercial or public purposes;

(b) Make a use of the Services for any illegal purpose;

(c) copy/reproduce, lend, sell, broadcast, distribute, edit or otherwise transfer or adapt the Services;

(d) circumvent, modify, delete, alter or otherwise manipulate any security, encryption or other technology or program that is part of the Services;

(e) perform any type of action contrary to the Conditions of Use and Navigation of the Website (including the introduction of viruses or other malicious Software, intentional production of an overload of the servers or other actions that prevent the normal use of the Website or are likely to cause damage to the computer systems of the access provider, its suppliers or third-party Clients of the Internet network);

(f) impersonate other Customers using their email or registration passwords or create fake accounts to access the various services and/ or contents of the Website;

(g) make any use of the Services in such a way that could interfere, hinder, negatively affect, or prevent other Customers from fully enjoying the Services, or that could damage, disable, overburden, or impair the operation of the Services.

(h) otherwise use the Service in violation of copyright or other laws.

In short, any access or use of the Services that is contrary to the provisions of this Agreement and, in particular, those that may be illegal, abusive, fraudulent or that may harm the rights of Wavesmatch, other Customers and/or third parties is prohibited.

The Client accepts and assumes all responsibility that may arise from any activity that occurs in the same under his Client name, email and password.

Any use of the Service in violation of this clause will be considered as a material breach of the Agreement, allowing Wavesmatch to resolve it with

immediate effect, being able to cancel or block the Client's account or profile, as well as take those measures that are pertinent to avoid a repeated breach of these stipulations. The Client undertakes to hold Wavesmatch harmless against any possible claim, fine, penalty or sanction that may be required to be borne as a result of the Client's breach of any of the aforementioned rules of use, Wavesmatch also reserving the right to request compensation for damages that correspond.

7.1. Musical work

Customers may upload or import musical compositions or recordings to the Platform of their authorship (the ”Musical Work"), in order to know if they are being reproduced or in any way used independently, in derivative works or in conjunction with other works, by third parties on third-party digital platforms.

The Client, by means of this Agreement, authorizes Wavesmatch to search, use, copy, reproduce, download, store the Musical Work hosted both on digital platforms and in any other media, with the sole objective of detecting if the Musical Work owned by the Client is being used by third parties.

The Client is solely responsible for the Musical Work that he uploads or uploads on the Platform, guaranteeing, in this sense, that: (i) he is the owner or proprietor of said Musical Work; (ii) it is free of viruses, spyware, other malicious programs or computer threats; and (iii) that the use of the Musical Work by Wavesmatch as provided in this Agreement does not infringe the applicable legislation, or the intellectual property rights or other rights of third parties.

In relation to such Musical Work, the Customer grants Wavesmatch a free, non-exclusive, non-transferable and non-sublicensable license, for the entire world to use, copy, reproduce, download, store the Musical Work for the purposes defined in paragraph 2 for the duration of this Agreement.

The Client, however, will retain ownership of all rights, including intellectual property rights to the Musical Work.

Wavesmatch reserves the right to remove or disable access to any Musical Work for any reason or without it, including those that, in Wavesmatch's sole discretion, violate the provisions of this Agreement.

8. OBLIGATIONS OF THE PARTIES

Wavesmatch undertakes to provide Services that have been contracted by applying the utmost diligence in the provision of the Services and adopting, within their possibilities and the state of the art, all the necessary measures in order to ensure the proper functioning of them.

The Client undertakes to use the Services that are made available to him in good faith, without violating the laws in force in any matter or infringing the rights of third parties, as well as to make payment for the Services and fulfillment of the rest of obligations in the time and manner set forth in this Agreement.

9.CANCELLATION AND AUTOMATIC RENEWAL OF THE SUBSCRIPTION

The Customer can cancel his Subscription at any time from his profile or User account. However, any cancellation of the Subscription will be taken into account for the current period as long as it is made before the payment of the Fee.

If the cancellation is made later than the indicated deadline, the cancellation will also be taken into account, but for the next period. This means that it will be renewed only once more and for the next period the Subscription to the Services will be active, but it will not be renewed again.

For example, if the Monthly Subscription Plan is renewed on January 1 and canceled on December 15, the Customer will be able to use the Services of the Paid Subscription Plan until December 31, but it will not be renewed in January.

In case of cancellation of the Subscription Plan, the Customer may continue to use the Services as long as he has Credits. Once these Credits have been exhausted, the Client will be able to access the Platform, but he will not be able to access the Services that require Credits. The Musical Works uploaded so far on the Platform will be deleted with the cancellation of the Subscription within a period not exceeding thirty (30) days.

If you wish to permanently cancel your account and delete your profile and data from Wavesmatch, you can do so at any time by contacting the e-mail address hello@wavesmatch.com or through the chat on the Website. If the Customer had a valid subscription to a Plan at the time of requesting the cancellation of the account, the Customer will continue to have access to the Services until the end of the current billing period, not being renewed again.

In case of violation by any Client of any of these General Conditions, Wavesmatch reserves the right to suspend or block the Client's account or profile, and/or block their access to the Services, totally or partially, temporarily or permanently, without compensation or refund and leaving any claims regarding the Client safe.

10.RIGHT OF WITHDRAWAL AND REFUND POLICY

The right of withdrawal is the right of any consumer to cancel a contract within 14 calendar days of receipt of the products purchased or, in the case of services, from the contracting, without the need to justify their decision or bear any penalty for it.

The Client will have the right to withdraw from the contract within 14 calendar days from the date of contracting. However, said withdrawal will not be applicable in the case of having completely executed the Service, when the execution has begun, with the prior express consent of the Client and with the acknowledgement on his part that he is aware that, once the contract has been completely executed, he will have lost his right of withdrawal. In this sense, the executed Service will be understood and, therefore, without the possibility of exercising the withdrawal, when the Client spends some Credit, for example, performing searches, hosting, monitoring of compositions or musical recordings, as well as using any functionality or Service offered by Wavesmatch through the Platform.

The Client may not withdraw from the contracting of the Services when he does not have the status of consumer in accordance with the provisions of the applicable regulations.

Exercise of the withdrawal

The exercise of the right of withdrawal is not subject to any formality, so it is sufficient for the Client to inform Wavesmatch of his will within the period indicated above using e-mail (hello@wavesmatch.com).

Consequences of the withdrawal

The refund of the amounts paid in case of withdrawal will be made from the moment effective communication of the withdrawal is received, and it may take up to 14 calendar days from that moment.

Wavesmatch will proceed to make the refund using the same means of payment used by the Customer for the initial transaction, unless another method of refund has been arranged; in any case, the Customer will not incur any expenses as a result of the refund.

11.INTELLECTUAL AND INDUSTRIAL PROPERTY

Wavesmatch is the owner of all intellectual or industrial property rights, or has sufficient authorization, on the Website and all its contents, including, without limitation, all the contents included as part of the Platform and Services, trademarks, source and object code, designs, interfaces, texts, images, videos or any other material, as well as the architecture, presentation, arrangement and classification of the contents of the Website.

In this sense, when the Customer purchases a product or uses the Service, Wavesmatch does not grant the Customer any exploitation rights over all or part of it, Wavesmatch reserving all these rights. The Client will only be able to view the elements of the Website and the contracted Services and even copy and store them on his device or on any other physical support as long as it is exclusively for his personal use.

12.DATA PROTECTION

Any personal data that Customers provide during the use of the Website and contracting the Services will be treated in accordance with our Privacy Policy and, in the case of acceptance of cookies, the Cookies Policy.

13.LIMITATION OF LIABILITY

The use of the Wavesmatch Services will be at the Customer's own risk and account. Wavesmatch does not offer any guarantee of obtaining specific results to the Client for the use of the Services.

Wavesmatch does not guarantee that the availability of the Services will be continuous and uninterrupted, since the Services could suffer difficulties due to circumstances caused by problems in the Internet network, breakdowns in computer devices and other unforeseeable circumstances. So the Customer agrees to bear within reasonable limits these circumstances, so he expressly disclaims to claim from Wavesmatch any contractual or extra-contractual liability for possible failures, errors and use of the contracted service.

The Services and their content are provided on an ”as is“ and ”as available" basis. Wavesmatch makes no representations or warranties about the suitability, reliability, availability, timeliness, security, error-free or accuracy of the Services or their content. Also, to the extent permitted by law, no warranties of any kind (express or implied) are made, including the warranties of merchantability, fitness for a particular purpose, title or non-infringement.

Likewise, the Client agrees to exclude Wavesmatch from all liability arising from or as a consequence of:

(a) the use of the contracted Service, and/or

(b) any breach or violation of the terms and conditions of this Agreement by the Customer, even after termination of the Agreement.

The maximum liability of Wavesmatch for any claim arising from this Agreement and the Customer's sole remedy, is limited to direct damages in an amount not exceeding the proportional part of the sum of the Fees paid or payable by the Customer to Wavesmatch under this Agreement in the last twelve (12) months prior to the claim (unless this limitation is expressly excluded by law).

Wavesmatch reserves the right to deny, withdraw/block access to the Services and/or the Website without prior notice, at its own request or by a third party, to those Customers who fail to comply with these General Conditions and / or the General Conditions of Use of the Website.

Wavesmatch will pursue the breach of this Agreement, as well as any improper use of the Website, reserving the right to exercise all civil and criminal actions that may correspond to it.

14.NOTIFICATIONS

All communication between the Parties will be carried out through the platform that is part of the Services or, where appropriate, through email to the contact addresses indicated by the Parties or by any means of which there is evidence of its receipt to the indicated people and addresses.

15.AMENDMENTS

Wavesmatch reserves the right to modify, at any time and without prior notice, these General Conditions. Such modifications will enter into force on the date of their publication on the Website or, where appropriate, on the date indicated to you.

If you do not wish to continue using the Services in accordance with the new version of the Agreement, you may terminate the Agreement. Wavesmatch will notify you of any changes so that you have the possibility to terminate the Agreement. In any case, the continued use of the Wavesmatch Services will imply the acceptance of the modifications of the Agreement.

16.INCIDENTS

In case of doubts, queries or to make any claim, the Customer may write an email to the address hello@wavesmatch.com .

In case the Client detects any defect or error in the contracted Services, he/she can contact Wavesmatch, indicating the detected defects / errors and attaching graphic proof where they can be appreciated. Wavesmatch, after analyzing the specific case, will communicate to the Client the steps to be followed in order to resolve the incidents found.

18.APPLICABLE LAW AND JURISDICTION

This Contract and its execution is subject to Georgian legislation.

If any dispute arises about the interpretation or application of these contractual conditions, the parties will negotiate in good faith to try to resolve such discrepancy or claim. However, in the event that the discrepancy or the claim is not resolved, the Parties will be submitted to the courts or tribunals of the Customer's domicile, if acting as a consumer.