Terms of Use
Welcome to the Foundwave website. By accessing Foundwave website and the content available therein, you agree to the following Terms of Use, which govern your use of Foundwave website and content.
As used in these Terms of Use, “Service” means the service provided by Foundwave for discovering and consuming Foundwave content, including all features and functionalities, recommendations and reviews, the website, and user interfaces, as well as all content and software associated with our service.
BY ACCESSING THIS WEBSITE AND THE CONTENT THEREIN, YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 7 TO RESOLVE ANY DISPUTES WITH SNIPPET (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT).
Content, Ownership, Limited License, and Rights of Others
1. The Service contains a variety of: (i) materials and other items relating to Foundwave and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Snippet and/or its affiliates, licensors or certain other third parties (collectively, “Trademarks“); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content“).
2. The Service (including past, present, and future versions) and the Content are owned or controlled by Foundwave and/or its affiliates, licensors or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Foundwave and/or its affiliates, licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Foundwave owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
3. Subject to your strict compliance with these Terms and the Additional Terms, Foundwave grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download and copy (temporary storage only of web site content and streaming audio files and a single Device download and storage of the mobile app), display, view, use, play the Content on a personal computer, browser, laptop, tablet, mobile phone or other wireless device, or other Internet-enabled device (each, a “Device”), and/or print one copy of the
Content (excluding source and object code in raw form or otherwise, and excluding streaming audio files) as it is displayed to you, in each case for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Foundwave sole discretion, and without advance notice or liability. You acknowledge and agree that you may not sublicense, sell, assign, lease or otherwise transfer this limited license or any Content to anyone else. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, transmit, broadcast, or circulate any Content to any third party without the prior written consent of Foundwave and/or its licensors. You further agree that you will not disassemble, decompile, reverse engineer, or otherwise modify any aspect of the Service or Content. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
4. In using the Service, you agree to respect the intellectual property and other rights of Foundwave and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Foundwave respects the intellectual property rights of others.
5. These Terms and any applicable Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Foundwave and/or its affiliates, licensors or other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
6. You must be at least 18 years of age to use the Service. Individuals under the age of 18 may only utilize the Service with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Terms of Use.
7. The Content that may be available may vary by geographic location and may change from time to time. Foundwave makes no representation or warranty that the Content will be available in any given geographic location or at any given time.
8. The Service, including the Content, may be updated from time to time. We may test various aspects of the Service, including but not limited to our website, user interfaces, promotional features and availability of Content.
9. Some Content may be available for temporary download and offline enjoyment on certain supported devices (“Offline Titles”). Limitations may apply, including the time period within which you will be able to consume the Offline Titles and how long the Offline Titles will remain accessible. Some Offline Titles may not be playable in certain countries and if you go online in a country where you would not be able to stream that Offline Title, the Offline Title may not be playable while you are in that country.
10. You agree to use the Service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Service or Content therein. Except as explicitly authorized in these Terms of Use, you agree not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the Foundwave service. You also agree not to: (1) circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Service; (2) use any robot, spider, scraper or other automated means to access the Service; (3) decompile, reverse engineer or disassemble any software or other products or processes accessible through the Service; (4) insert any code or product or manipulate the content of the Foundwave service in any way; or (5) use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Service, including any software viruses or any other computer code, files or programs. We may terminate or restrict your use of the Service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the Service.
11. The quality of the playback of the Foundwave content may vary from device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. The minimum connection speed is 1.0 Mbps; however, we recommend a faster connection for improved quality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges. Foundwave makes no representations or warranties about the quality of your experience on your Device.
12. The Foundwave software is developed by, or for, Foundwave and may solely be used for authorized streaming and consumption of Content from Foundwave through Devices. This software may vary by device and medium, and functionalities may also differ between devices. By using the Service, you agree to receive, without further notice or prompting, updated versions of Foundwave software and any related third-party software. If you do not accept the foregoing terms, please do not use the Service.
13. By using our service, you agree to look solely to the entity that manufactured and/or sold you the Device for any issues related to the Device and its compatibility with the Service. We do not take responsibility or otherwise warrant the performance of Devices, including the continued compatibility with the Service.
Disclaimers of Warranties and Limitations on Liability
14.1. THE SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SNIPPET DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FOUNDWAVE SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF
APPLICATIONS, DEVICES, AND FOUNDWAVE SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH THE SERVICE).
14.2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL FOUNDWAVE, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.
14.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF IN DOUBT, YOU SHOULD CONSULT YOUR LAWYER.
14.4. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
Arbitration Agreement
15.1. You and Foundwave agree that any dispute, claim or controversy arising out of or relating in any way to the Snippet service, these Terms of Use and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Foundwave are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Foundwave membership.
15.2. If you elect to seek arbitration or file a small claim court action, you must first send to Foundwave, by certified mail, a written Notice of your claim (“Notice”). The Notice to Foundwave must be addressed to: “Foundwave,” c/o Nguyen Tarbet LLC, 4199 Campus Dr., Ste 550, Irvine, CA 92612. If Foundwave initiates arbitration, it will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by Foundwave, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Foundwave and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Foundwave may commence an arbitration proceeding or file a claim in small claims court.
15.3. The arbitration will be governed by the Consumer Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by
calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Foundwave and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.
15.4. If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Foundwave last written settlement offer made before an arbitrator was selected (or if Foundwave did not make a settlement offer before an arbitrator was selected), then Foundwave will pay you the amount of the award or US$5,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
15.5. YOU AND FOUNDWAVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Foundwave agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
Miscellaneous
16.1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the state of California, U.S.A. without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence.
16.2. Unsolicited Materials. Foundwave does not accept unsolicited materials or ideas for Content and is not responsible for the similarity of any of its Content or programming in any media to materials or ideas transmitted to Foundwave. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against Foundwave and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.
16.3. Feedback. Foundwave is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us (“Feedback”), including responses to questionnaires or through postings to the Snippet service, including the Foundwave website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Foundwave service. In addition, you agree not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law.
16.4. Customer Support. To find more information about the Service and its features, please visit the Snippet Help Center on our website. In certain instances, Customer Service may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. In the event of any conflict between these Terms of Use and information provided by Customer Service or other portions of our website, these Terms of Use will control.
16.5. Survival. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
16.6. Changes to Terms of Use and Assignment. Foundwave may, from time to time, change these Terms of Use. Such revisions shall be effective immediately. We may assign our agreement with you to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable Foundwave service.
Last Updated: June 1, 2021
