By accessing and using the website provided by NOH WAVE LLC. (the “Company”), you signify your consent to these terms of use, without limitation or qualification. If you do not agree to this End User License Agreement, please immediately terminate your account and do not use or access any of the Company’s Content, products, website, or services.

By using the website, you accept and agree to the terms and conditions set forth below and acknowledge that any other agreements between you and the Company are superseded and of no force or effect:

1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

  • 1.1. “Agreement” shall mean this End User License Agreement, as well as the Company’s Terms and Conditions, the terms of which are incorporated herein by this reference.
  • 1.2. “Content” means the Company’s proprietary videos, classes, services, graphics, voice, and sound recordings included therein, as well as all other related materials, services and products made available to Licensee by the Company on its website or otherwise. Furthermore, any videos, images, or data uploaded or posted to the Company’s website by the End User shall also be deemed as the Company’s Content and subject to the conditions of this Agreement.
  • 1.3. “Term” means this Agreement effective date shall commence upon the end user’s first date of use of the Company’s content or website, and shall remain in force unless and until terminated as provided herein.

2. License Grants; Ownership

  • 2.1. License. Subject to the terms and conditions of this Agreement, the Company hereby grants to the End User (the “Licensee”) a nonexclusive, non-transferable, limited license during the Term, to install, view, and use the Company’s Content via the Company website.
  • 2.2. Distribution and Sublicense Restrictions. The Company’s Content is licensed to Licensee only, and Licensee is not entitled to sublicense, share, download, rebroadcast, publicly perform or distribute the Company’s Content, or any portion thereof unless written permission is expressly granted by the Company. Any such separate use shall result in immediate termination of licensee’s access to the Company’s Content and website; in addition, licensee will be subject to additional license fees and further monetary damages or penalties.
  • 2.3. Nonexclusivity. The licenses granted herein are nonexclusive. Accordingly, nothing in this Agreement shall be construed as limiting in any manner the Company’s marketing or distribution activities or appointment of other dealers, distributors, licensees, or agents.
  • 2.4. Ownership. Notwithstanding anything else in the Agreement, the Company and its third party licensors retain (a) all title to, and, except as expressly and unambiguously licensed herein, all rights to the Company’s Content, all copies and derivative works thereof (by whomever produced) and all related documentation and materials, (b) all of their service marks, trademarks, trade names or any other designations and (c) all copyrights, patent rights, trade secret rights and other proprietary rights worldwide for the Company’s Content, and (d) all compensation or revenue generated by the Company’s Content. Any efforts by Licensee to copy, modify, distribute, transmit, display, broadcast, publicly perform, sell, sublicense, or create derivative works based upon any such works is strictly prohibited.

3. License Representations and Obligations

Except as expressly and unambiguously provided herein, Licensee represents, warrants and agrees:

  • 3.1. not to remove or alter any copyright or other proprietary notice from the Company’s Content.
  • 3.2. not to (a) rent, lease or otherwise provide temporary access to the Company’s Content; (b) copy, alter or modify the The Company’s Content or, (c) allow others to do any of the foregoing.
  • 3.3. to keep the Company informed as to any problems encountered with the Company’s Content and any resolutions arrived at for those problems (collectively, “Resolutions”). Licensee further agrees that the Company shall have any and all right, title and interest in and to any such Resolutions for the Company’s Content, without the payment of any additional consideration therefor either to Licensee, its employees, or agents.
  • 3.4. to promptly notify the Company immediately if the Licensee becomes aware of any unauthorized use of the whole or any part of the Company’s Content by any third party.
  • 3.5. to ascertain and comply with all applicable laws and regulations and standards of industry or professional conduct, including, without limitation, those applicable to product claims, labeling, approvals, copyrights, registrations and notifications.
  • 3.6. to not by itself or with others participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the Company or its Content, uploading or posting any third party Content without receiving the third party’s permission beforehand, or other practices which may be detrimental to the Company or its Content.
  • 3.7. to not to be entitled to any compensation or share of any revenue generated for any Content, such as videos, images, or data, uploaded or posted to the Company’s website by the Licensee.
  • 3.8. to be recorded, whether audio and/or visually, by the Company when participating in any mentorship or apprentice programs. These recordings shall be exclusively owned by the Company, including all rights and titles, and subject to the terms of the Company’s Content listed within this agreement; Licensee shall have no right or title to these recordings or any Content therein.
  • 3.9. to grant the Company a non-exclusive license and the perpetual right to promote, market, advertise, and reproduce any Content posted to the Company’s website by the Licensee, as well as any Content or recordings resulting from the mentorship or apprentice programs and courses.

4. Trademark License and Attribution

  • 4.1. Trademark License. Each party owns trademarks for their respective products and/or services, including, but not limited to the Licensee Project and the Company’s Content. Such trademarks shall include, without limitation, all names, logos, designs and other designations or brands (collectively, “Marks”) used by each party in connection with their products and/or services.
  • 4.2. Except as expressly set forth herein, each party shall grant the other party a nonexclusive, nontransferable, non-sublicensable license to refer to the granting party’s products and technologies using the associated Marks as set forth explicitly in this Agreement, provided that the Marks are (a) used only in the text of the relevant materials in the same type size and typeset as the surrounding text, (b) marked with the applicable ® or TM notices, and (c) attributed to the appropriate party in an appropriate location in such materials.
  • 4.3. Except as expressly provided herein, no license or other rights with respect to Marks of either party hereto is conferred upon the other party. Each party acknowledges and agrees that all use of the other party’s Marks shall inure to the benefit of the owner of such Marks. Except as set forth in Section 4.1, neither party shall be required to use the Marks of the other Party.

5. Fees and Payment

  • 5.1. Fees and Payment. Licensee agrees to pay the Company the fees and other charges (collectively “Fees”) as set forth for each license granted herein (the “License Grant”). Licensee shall be responsible for any fees or charges incurred to access the Company’s Content, including without limitation any costs associated with third party internet access providers, any bandwidth, data, or subscription charges, as well as any other third party service charges Licensee may incur. In the event that the Company’s Content is provided to Licensee free of charge, the terms of this End User License Agreement shall nonetheless apply.
  • 5.2. Taxes. All Fees are payable in United States dollars. All stated Fees are exclusive of any and all taxes, fees and duties, including without limitation value added tax and sales tax, and Licensee is responsible for payment of such taxes (excluding taxes based on the Company’s net income).

6. Warranty and Disclaimer

  • 6.1. Warranties. The Licensee represents and warrants that (i) it has the power and authority to enter into this Agreement and to fully perform its respective obligations hereunder; (ii) this Agreement has been executed by its duly authorized representative(s); and (iii) it is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Agreement. The Licensee further represents and warrants that (i) any Content posted, uploaded, or recorded is original, (ii) the Content does not infringe any copyright or trademark rights of any third party nor, to the best of The Licensee’s knowledge, do they violate and patent rights of any third party, and (iii) Licensee’s exercise of the license rights granted to the Company pursuant to this Agreement will not infringe any valid and subsisting patent, copyright or trademark rights owned by persons other than Licensee.
  • 6.2. Exclusions. This warranty does not extend to the Company’s Content that is modified or altered, or is not used in a manner consistent with The Company’s recommendations. Furthermore, the Company does not warrant that the Company’s Content will work with or support all software or media, and/or all versions of all such software or media.
  • 6.3. Except as provided in Section 6.1 above, (a) the company’s content and any services provided by the company hereunder (“Services”) are provided ‘as is’ and ‘where is’ by the company and are accepted as such by the Licensee, (b) the Company disclaims all express and implied warranties relating to the Company’s Content, Services, and documentation, including but not limited to, warranties of merchantability or application for any particular purpose, (c) the Company does not warrant that the Company’s Content, documentation, or Services will meet Licensee’s requirements, or that operation of the Company’s Content (including where in machine-readable form) will be uninterrupted or error free, and (d) the Company does not warrant the accuracy or completeness of the Company’s Content.

7. Limitation on Liability

  • 7.1. Licensee agrees that the Company will not be liable for any damages that Licensee or its End Users may incur arising out of the use or inability to use the Company’s Content or Licensee Project(s).
  • 7.2. Except with respect to the Company’s obligations pursuant to Section 8 below, in no event shall the Company be liable for any special, incidental, indirect, punitive, reliance, or consequential damages, whether foreseeable or not, including, but not limited to, damage or loss of property, equipment, information or data, loss of profits, revenue or goodwill, cost of capital, cost of replacement services, or claims for service interruptions or transmission problems, occasioned by any defect in the Company’s content, the inability to use services provided hereunder or any other cause whatsoever with respect to the Company’s contentor this agreement, regardless of theory of liability. This limitation will apply even if the other party hasn’t been advised or isn’t aware of the possibility of such damages.
  • 7.3. In no event shall the Company’s liability for any claim arising out of this agreement exceed the amount of fees paid by Licensee to the Company during the twelve (12) months prior to the occurrence giving rise to such claim.

8. Indemnification

  • 8.1. Licensee shall indemnify, defend and hold the Company and any of its affiliates, officers, directors, agents, and employees harmless from any losses, liabilities, damages, costs or expenses, including reasonable attorney’s fees, arising from any third party claim or action arising out of (a) the use of the Licensee Project(s) or the Licensee’s Marks infringing the copyright, trademark and trade secret rights of a third party; (b) any breach by the Licensee of its obligations under this Agreement; or, (c) any unauthorized alteration, modification, adjustment or enhancement made by the Licensee to the Company’s Content, provided (i) Licensee is promptly notified of any and all threats, claims and proceedings related thereto, (ii) Licensee shall have sole control of the defense and/or settlement thereof, (iii) the Company furnishes to Licensee, upon request, information available to the Company for such defense, and (iv) the Company provides Licensee with reasonable assistance.
  • 8.2. If the Company’s Content becomes subject to a claim of infringement for which the Company may become liable, the Company may at its option (a) obtain the right for Licensee to continue using the Company’s Content; (b) replace or modify the Company’s Content to make it non-infringing, so long as the replacement or modification meets substantially similar specifications; or (c) terminate this Agreement.

9. Termination

  • 9.1. Termination. The Company may terminate this Agreement if the other party materially breachesthisAgreementand suchmaterialbreachisnotcuredwithinten(10)daysof written notice describing the breach.
  • 9.2. Effect of Termination/Expiration. Upon the expiration or termination of this Agreement: (a) all of Licensee’s rights hereunder shall terminate and Licensee shall immediately cease all use of the Company’s Content; (b) all unpaid amounts due as of the expiration or termination date shall immediately become due and payable; (c) within ten (10) days of the expiration or termination date Licensee shall, at its own expense, and at the Company’s sole option, either return all copies of the Company’s Content and all the Documentation in its possession or control, or, shall destroy all copies of the Company’s Content and the Documentation in its possession or control.
  • 9.3. Survival. Sections 1 (Definitions), Section 2.4 (Ownership), Sections 3.6 through 3.9 (License Representations and Obligations), Section 6 (Warranty and Disclaimer), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 9.2 (Effect of Termination/Expiration), this Section 9.3 (Survival), and Section 10 (Miscellaneous) shall survive the termination or expiration of this Agreement in accordance with their terms.

10. Miscellaneous

  • 10.1. Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.
  • 10.2. Publicity and Press Releases. Licensee acknowledges and agrees that the Company may use Licensee’s name, likeness, and Mark or the Mark identifying the Licensee Project(s) for the Company’s Services, including promotional, marketing, or advertising purposes.
  • 10.3. Severability. It is agreed that if any provision, or part of a provision, of this Agreement is held to be invalid or unenforceable under any applicable statute or rule of law, then the Company shall use its best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the original provision and to allow the Company to have the intended benefit of its bargain. If it cannot be so reformed, it shall be omitted. The balance of this Agreement shall remain valid and unchanged and in full force and effect.
  • 10.4. Entire Agreement. This Agreement, together with its exhibits and attachments, constitutes the entire agreement and understanding between the Company and Licensee (collectively, the “Parties”) relating to the subject matter hereof, supersedes all other agreements, oral or written, between the Parties.
  • 10.5. Assignment. This Agreement may not be assigned or sublicensed by Licensee in whole or in part (by contract, merger, operation of law or otherwise) without the prior written consent of the Company. This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.
  • 10.6. Headings. Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.
  • 10.7. Governing Law/Dispute Resolution. This Agreement may be modified or amended by the Company by updating this posting. The Licensee is bound by any and all such revisions, regardless of when the Licensee registered their account information or purchased a course, and should therefore periodically visit this page to review any updates or revisions to the Agreement. The laws of the State of California shall govern this Agreement. The parties hereby submit to the exclusive jurisdiction of the state and federal courts residing in Los Angeles County, California.
  • 10.8. Attorneys' Fees. In the event of any proceeding arising out of or related to this Agreement, where the Company is determined to be the prevailing party, the Company shall be entitled to recover from the Licensee all of its costs and expenses incurred in connection with such proceeding whether in arbitration, at trial, on appeal or in collection of any judgment or award, including without limitation, all arbitration fees and costs, court costs and reasonable attorneys' and expert witness' fees, whether or not such proceeding is prosecuted to judgment.
  • 10.9. Force Majeure. The Company shall not be liable to the Licensee for acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, acts of civil or military authority, labor disputes, fires, wars, embargoes, epidemics, floods, unusually severe weather, or shortage or absence of power (including primary power and failure of backup systems).
  • 10.10. No Third-Party Beneficiaries. No person besides the Parties to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any Party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement, except as otherwise expressly provided for herein.
  • 10.11. Authority. The Licensee will have no right or authority to act on behalf of, create any obligation for, or bind the Company in any way. Nothing in this Agreement will be deemed to create a partnership or joint venture between the Parties.

Last revised: April 24, 2019