wavefront-service-terms.html

 Last updated: March 9, 2010

WAVEFRONT SERVICE TERMS

These Service Terms govern your use of all Services provided by Wavefront to you, all Confidential Information provided to Wavefront by you or to you by Wavefront, and all Intellectual Property Rights developed by you or Wavefront arising from the provision of such Services or the exchange of such Confidential Information.

Wavefront reserves the right to update these Service Terms at any time without notice to you. The most current version of these Service Terms can be reviewed by at the Wavefront website.

1.                   Background

Wavefront is a not-for-profit society committed to accelerating the commercialization of new wireless products and services.  Wavefront offers a variety of services to developers, device manufacturers, mobile operators, enterprises, government organizations and others involved in the wireless industry, including testing and accreditation services, training services and advisory services.

2.                   Defined Terms

Certain capitalized terms having the meanings specified in Exhibit A below.

3.                   Services

(a)                 Wavefront will use commercially reasonable efforts to provide any Services which you order in a Service Order Form, but does not accept any liability if it is unable to provide the Services or if the Services are delayed or contain errors.  The provision of Services is subject to the limitation of liability terms specified below.  Wavefront reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, any or all of the Services (or any part thereof) with or without notice.

(b)                 For the Services you will pay to Wavefront the fees specified in the Service Order Form, or otherwise specified at the time that you order the Services.  If no such fees are specified, you will pay for the Services at the rates then charged by Wavefront for such Services.

(c)                 You will reimburse Wavefront for all reasonable out-of-pocket expenses incurred by Wavefront in providing the Services.  If employees or subcontractors of Wavefront are required to provide Services at locations other than at the premises of Wavefront, reasonable expenses will include all reasonable travel, accommodation and food expenses of such employees or subcontractors.  For such expenses, Wavefront will submit supporting documentation to you.

4.                   Certain Obligations Relating to the Services

(a)                 You agree not to resell any portion of the Services, use of the Services, or access to the Services.

(b)                 You agree to comply with all policies and procedures related to the Services which are established by Wavefront from time to time, and which are communicated to you.

(c)                 If the Services provided to you include the direct or indirect use of any third party service which has been obtained by Wavefront from a third party supplier, you agree to comply with all of the terms of any agreement under which Wavefront has obtained such third party services, and you agree to not take any action which, if taken, would result in Wavefront being in breach of such agreement or which would otherwise give the third party supplier a right to terminate such agreement.

(d)                 If the Services provided to you include a license to use any part of any Wavefront facilities, you agree to comply with all of the terms of any lease or license held by Wavefront in relation to such facilities as if you were the tenant or licensee named therein, and you agree to not take any action which, if taken, would result in Wavefront being in breach of such lease or license or which would otherwise give the landlord or licensor a right to terminate such lease or license.

(e)                 If you receive any personal information from Wavefront in connection with your use of the Services, you agree to comply with the Wavefront Privacy Policy.  A copy of the policy is available at the Wavefront website.

(f)                  You agree to comply with all applicable laws in connection with your use of the Services.

(g)                 You agree to use all Wavefront equipment, networks, systems and facilities only in accordance with the manufacturer’s or supplier’s instructions.  You agree not to use any Wavefront equipment, networks, systems or facilities in any manner which could damage, disable, overload, or impair any of them, or which could cause damage to third parties, or which could interfere with the use and enjoyment of any Wavefront equipment, networks, systems or facilities by any other person.

(h)                 Use of the Services requires that you to open an account with Wavefront.  You agree to complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, and you agree to promptly update the registration data to keep it current, accurate and complete.  You also will choose a password and a user name.  You are responsible for maintaining the confidentiality of your password and user name.  Furthermore, you are entirely responsible for any and all activities that occur under your account, including any Services ordered using your account.  You agree to notify Wavefront immediately of any unauthorized use of your account or any other breach of security.  Wavefront will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.  However, you could be held liable for Losses incurred by Wavefront or a third party due to someone else using your account or password.

5.                   Communication Services

(a)                 The Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (each a “Communication Service”).  You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service.  By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

(i)                   use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);

(ii)                 defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(iii)                publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful material or information;

(iv)               upload, or otherwise make available, files that contain images, photographs, software or other material protected by the Intellectual Property Rights of third parties, or by rights of privacy or publicity, unless you own or control the rights thereto or have received all necessary consents to do the same;

(v)                 use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any Intellectual Property Rights of any person;

(vi)               upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or the property of another;

(vii)              advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages;

(viii)            download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

(ix)                falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

(x)                  restrict or inhibit any other user from using and enjoying the Communication Services;

(xi)                violate any code of conduct or other guidelines which may be applicable for any particular Communication Service;

(xii)               harvest or otherwise collect information about others, including e-mail addresses;

(xiii)             violate any applicable laws;

(xiv)             create a false identity for the purpose of misleading others; or

(xv)              use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

(b)                 Wavefront has no obligation to monitor the Communication Services.  However, Wavefront reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion.  Wavefront reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

(c)                 Wavefront reserves the right at all times to disclose any information as Wavefront deems necessary to satisfy any applicable law, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Wavefront's sole discretion.

(d)                 Wavefront does not claim ownership of any materials you provide to Wavefront (including feedback and suggestions) or post, upload, input or submit to any Communications Services for review by the general public, or by the members of any public or private community (each a “Submission”).  However, by posting, uploading, inputting, providing or submitting (“Posting”) your Submission you are granting Wavefront, its Representatives, and necessary sublicensees permission to use your Submission in connection with the operation of their activities (including, without limitation, all Services), including, without limitation, license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to publish your name in connection with your Submission; and the right to sublicense such rights to any supplier of the Services.  No compensation will be paid with respect to the use of your Submission.  Wavefront is under no obligation to post or use any Submission you may provide and Wavefront may remove any Submission at any time in its sole discretion.  By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Service Terms including, without limitation, all the rights necessary for you to Post the Submission.

(e)                 Wavefront does not control or endorse the content, messages or information found in any Communication Services and, therefore, Wavefront specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services.  Participants in the Communications Services are not authorized Wavefront spokespersons, and their views do not necessarily reflect those of Wavefront.

(f)                  Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination.  You are responsible for adhering to such limitations if you download the materials.

(g)                 Wavefront respects the Intellectual Property Rights of others, and we ask our members to do the same.  If you believe that any materials posted to a Communications Service infringe any copyright or other Intellectual Property Rights held by you, please notice Wavefront at brian.roberts@wavefrontac.com. 

6.                   Confidentiality

(a)                 The Receiving Party may use the Confidential Information of the Disclosing Party only for purposes for which it was disclosed, and for no other purposes.

(b)                 The Receiving Party will retain in strictest confidence all Confidential Information of the Disclosing Party, and the Receiving Party will not acquire any interest in any such Confidential Information by reason of the disclosure of such Confidential Information.  The Receiving Party will not disclose to any third party such Confidential Information or allow such Confidential Information to be disclosed, and the Receiving Party will disclose to its Representatives only such portions of the Confidential Information as are required for the purposes described in Section 6(a), and only to those Representatives who have a need to know.

(c)                 The Receiving Party will take all steps necessary to protect the confidentiality of all Confidential Information of the Disclosing Party.  The Receiving Party will provide at least the same level of protection as it affords to its own proprietary information and, in any event, no less than a reasonable level of protection considering the nature of such Confidential Information.

(d)                 If the Receiving Party is requested pursuant to, or is required by, applicable laws to disclose any Confidential Information of the Disclosing Party, then (unless such action is prohibited by Applicable Laws) the Receiving Party will promptly notify the Disclosing Party in writing, so that appropriate remedies may be taken or compliance be waived with these Service Terms.  In such case, the Receiving Party will disclose only that portion of the Confidential Information that is legally required to be disclosed and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the disclosed Confidential Information.  Such disclosure shall not alter, limit or abrogate the Receiving Party’s continuing obligations of confidentiality with respect to such disclosed Confidential Information.  Nothing herein shall require the Receiving Party to violate any applicable laws.

(e)                 Except as otherwise expressly provided in any Service Order Form, all Confidential Information shall be and remain the property of the Disclosing Party.

(f)                  The restrictions in these Service Terms on the use and disclosure of Confidential Information will not apply to those portions of Confidential Information that constitute:

(i)                   information that is generally available to the public or becomes available as a result of a disclosure by the Receiving Party as allowed under the provisions of these Service Terms;

(ii)                 information that was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party;

(iii)                information that becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such source is not to the knowledge of the Receiving Party bound by a confidentiality agreement with a member of the Disclosing Party; or

(iv)               information that is independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party.

The restrictions in these Service Terms on the disclosure of Confidential Information will not apply to those portions of the Confidential Information that constitute:

(v)                 any information that is required to be disclosed by a court of competent jurisdiction; or

(vi)               any information that is required to be disclosed pursuant to the timely disclosure requirements imposed by law or by stock exchange policies applicable to the Receiving Party and, in such cases, only where the Disclosing Party has been given a reasonable opportunity to review such proposed disclosure and the Receiving Party has maintained confidentiality to the greatest extent permissible under such laws and policies.

(g)                 The Receiving Party must notify the Disclosing Party in writing immediately upon the occurrence of any unauthorized use of, release of, or access to, Confidential Information, or any other breach of this Section 6 of which it becomes aware.

(h)                 Except as otherwise expressly provided in a Service Order Form, upon the request of the Disclosing Party, the Receiving Party will: (i) at its election, return or destroy, or cause to be returned or destroyed, all tangible forms of such Confidential Information in its possession or in the possession of members of the Receiving Party or their representatives; (ii) use all reasonable efforts to remove from its computer and data storage systems all copies of such Confidential Information; and (iii) certify to the Disclosing Party that such materials have been either returned or destroyed.

(i)                   The Parties each acknowledge that irreparable harm shall result if they breach their obligations under this Section 6.  The Parties each acknowledge that such a breach would not be properly compensable by an award of damages and that, in addition to any other available remedies, the Disclosing Party shall be entitled to injunctive relief to prevent the misuse, threatened misuse, disclosure or threatened disclosure of its Confidential Information, and the Receiving Party will not contest or interfere with any application or proceeding for such injunctive relief.

7.                   Intellectual Property

(a)                 Except to the extent otherwise expressly provided in any Service Order Form, neither Party acquires any rights in or to the Background IP of the other Party.

(b)                 As between you and Wavefront, Wavefront is the owner of all Intellectual Property Rights in the Wavefront Materials.  You may use the Wavefront Materials for your personal business purposes.  You acquire no other rights to the Wavefront Materials.  You agree not to resell or distribute or post on the Internet or otherwise make available to any third parties, all or any part of any Wavefront Materials or any derivatives thereof without the prior written consent of Wavefront.

(c)                 Each of the Parties will promptly disclose to the other all Resulting IP.

(d)                 All Resulting IP related exclusively to the process of commercializing products, or to the operation of a commercialization centre for emerging companies, shall be owned by Wavefront.  All Resulting IP related exclusively to your products and services shall be owned by you.  The ownership of all other IP shall be determined by agreement between Wavefront and you or, failing agreement, shall be determined by arbitration pursuant to these Service Terms.

(e)                 Neither Party may use the other Party’s name, trademarks, service marks, logo or other proprietary designations for any purpose without that other Party’s prior written consent.

8.                   Indemnity

You will defend, indemnify and hold Wavefront and its Representatives harmless from and against any and all Losses incurred by any of them arising out of or in connection with:

(a)                 any breach by you of any of the provisions of these Service Terms or any Service Order Form;

(b)                 any damage to any Wavefront equipment, networks, systems or facilities caused directly or indirectly by you or your invitees in connection with your use of any Services;

(c)                 any injury to any person or any damage to any property caused directly or indirectly by you or your invitees in connection with your use of any Services; or

(d)                 any other claim by any third party resulting from your use of any Services, including without limitation, any claim by any third party arising out of any Submissions you Post to the Communications Services, your violation of these Service Terms, or your violation of any rights of a third party.

9.                   Limitation of Liability

(a)                 Notwithstanding any other provision of these Service Terms or any Service Order Forms, the entire liability of Wavefront and its Representatives, and your exclusive remedies, arising under or in connection with this these Service Terms, any Service Order Forms, the Services or the Wavefront Materials shall be strictly limited as set out in this Section 9.  The limitations of liability set out in this Section 9 shall apply regardless of the form of claim or action and whether the liability is based on breach or rescission of contract (including fundamental breach or breach of a fundamental term), restitution, tort (including negligence), breach of trust or fiduciary duty or otherwise, and if based in contract, regardless of whether the alleged breach is a breach of a condition or a fundamental term or constitutes a fundamental breach of these Service Terms, any Service Order Forms, or any other agreement between you and Wavefront.  You acknowledge that Wavefront is a not-for-profit society and that Wavefront has agreed to provide the Services and the Wavefront Materials in reliance on the limitations of liability set out in this Section 9, which are an essential basis of the bargain between the Parties.

(b)                 Wavefront and its Representatives make no representations about the suitability of the Services or the Wavefront Materials for any purpose.  All Services and all Wavefront Materials are provided “as is” without warranty of any kind.  Wavefront and its Representatives hereby disclaim all warranties and conditions with regard to the Services and the Wavefront Materials, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement, and those arising by statute or otherwise in law or from the course of dealing or usage of trade.  Without limiting the foregoing, Wavefront does not represent or warrant that the Services or the Wavefront Materials will meet any or all of your particular requirements or expectations, that the Services and the Wavefront Materials will be error-free, secure, timely or uninterrupted, that the results of the Services will be accurate or reliable, or that all errors in the Services or Wavefront Materials can be found in order to be corrected.  Any material downloaded or otherwise obtained through the use of the Services is downloaded, obtained and used by you at your own discretion and risk; you will be solely responsible for any damage to your computer system or loss of data that results from any such material.

(c)                 In no event shall Wavefront or its Representatives be liable for any claims for any Losses suffered by you or your Representatives, including without limitation, any punitive, exemplary, aggravated, indirect, incidental, consequential or special damages, under or in connection with these Service Terms, any Service Order Forms, the Services or the Wavefront Materials, or for lost business revenue, lost profits, failure to realize expected savings, cost of capital, damage to goodwill, downtime costs, third-party damages (including any service level credits payable by you or any other Person), loss of data, or loss of business opportunity, whether based on breach or rescission of contract (including fundamental breach or breach of a fundamental term), restitution, tort (including negligence), breach of trust or fiduciary duty or otherwise, even if Wavefront has or had been advised of the possibility of such damages or such damages could reasonably have been foreseen by Wavefront.

(d)                 Without limiting the generality of Section 9(c), if a court or arbitrator should hold that Section 9(c) does not apply for any reason, then the aggregate liability of Wavefront and its Representatives arising under or in connection with these Service Terms, any Service Order Forms, the Services or the Wavefront Materials, regardless of whether such claims, suits, actions and proceedings giving rise to liability arose directly or indirectly, shall be limited to an amount equal to the fees paid by you to Wavefront in the six month period preceding such claims, suits, actions and proceedings.

(e)                 No action or claim, regardless of form, relating to these Service Terms, any Service Order Forms, the Services or the Wavefront Materials may be made, commenced or brought against Wavefront or its Representatives more than one year after the cause of action arises.

10.                Default and Termination

(a)                 You agree that Wavefront may, under the following circumstances and with prior notice (where practicable), immediately suspend or terminate your account and access to all or any part of the Services.  Cause for such suspension or termination shall include, but not be limited to:

(i)                   breaches or violations of these Service Terms, any Service Order Forms, or any other agreement between you and Wavefront;

(ii)                 requests by law enforcement or other government agencies;

(iii)                a request by you (self-initiated account deletions);

(iv)               discontinuance or material modification to the Services (or any part thereof);

(v)                 unexpected technical or security issues or problems;

(vi)               extended periods of inactivity; or

(vii)              non-payment of any fees owed by you in connection with the Services.

(b)                 Termination of your Wavefront account includes deletion of your password and all related information, files and content associated with or inside your account (or any part thereof). You agree that Wavefront shall not be liable to you or any third-party for any suspension or termination of all or any part of the Services.

11.                General

(a)                 All disputes arising out of or in connection with these Service Terms, any Service Order Form, the Services or the Wavefront Materials, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre.  The appointing authority shall be the British Columbia International Commercial Arbitration Centre.  The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules.  The place of arbitration shall be Vancouver, British Columbia, Canada.

(b)                 All notices provided by Wavefront to you may be provided at the email address specified in your account registration data.  If Wavefront attempts to send a notice to you at that email address and such notice is returned or is otherwise not received, Wavefront will have no further obligation to contact you.

(c)                 If there is any conflict with or inconsistency between these Service Terms and the terms of any Service Order Form, the terms of the Service Order will take precedence to the extent of such conflict or inconsistency.

(d)                 Neither Party shall be deemed to be in default hereunder or liable for any delay or failure to perform its obligations hereunder (other than payment obligations) that is caused, in whole or in part, from any act or omission beyond such Party’s reasonable control (a “Force Majeure Event”), including labour disputes, malfunction or failure of third-party systems, interruption of telecommunications, failure of the Internet, failure of a third-party Internet service provider or delivery service, acts of God, war, terrorism, acts or orders of government, earthquakes, floods, storms or other similar causes.  Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from performance for as long as such circumstances prevail and shall, as soon as practicable, notify the other of any actual or anticipated delay and describe in reasonable detail the circumstances causing the delay, the expected duration and the steps being taken to circumvent or recover from such Force Majeure Event. The non-performing Party shall provide frequent updates and otherwise use reasonable efforts to keep the other Party fully informed and shall take reasonable steps to recover from the Force Majeure Event.

(e)                 You may not assign your interest in these Service Terms or in any Service Order Forms without the prior written consent of Wavefront, which consent shall not be unreasonably withheld.

(f)                  These Service Terms and any Service Order Forms shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  Subject to Section 11(a), the Parties consent to the exclusive jurisdiction of the courts of British Columbia.  These Service Terms and any Service Order Forms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

(g)                 If, in any jurisdiction, any provision of these Service Terms or any Service Order Forms shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of these Service Terms and any such Service Order Forms shall not be affected thereby.

(h)                 These Service Terms and any Service Order Forms represent the entire agreement between the Parties with respect to the matters provided for herein and therein, and supersede all prior discussions, negotiations and agreements between the Parties.  There is no representation, warranty, collateral term or condition or collateral agreement affecting these Service Terms or any Service Order Forms, other than as expressed in writing in these Service Terms or in any such Service Order Forms.  No amendment or variation to these Service Terms or any Service Order Forms shall be effective unless in writing and signed by both Parties.

(i)                   If either Party defaults in the performance of any obligation under these Service Terms or any Service Order Forms, then at all times after the default the other Party will have all of the rights and remedies provided by law and by these Service Terms or any Service Order Forms.  No delay or omission by either Party in exercising any right or remedy will operate as a waiver by such Party of any other right or remedy.  No consent to a breach of any term of these Service Terms or any Service Order Forms constitutes a consent to any subsequent breach.  No single or partial exercise of a right or remedy will preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.  All rights and remedies of either Party granted or recognized in these Service Terms or any Service Order Forms are cumulative and may be exercised at any time and from time to time independently or in any combination.

(j)                   Nothing contained in these Service Terms or any Service Order Forms shall be construed to place the Parties in the relationship of principal and agent, franchisor and franchisee, partners or joint venturers.  No representations shall be made or acts taken by you which could establish any apparent relationship of agency, joint venture, partnership or franchise, and Wavefront shall not be bound in any manner whatsoever by any agreements, warranties or representations made by you to any other person, or by any other action of you.

(k)                 Sections 6, 7, 8 and 9, and any other provisions of these Service Terms or any Service Order Forms which expressly or by their nature continue after the expiration or termination of these Service Terms or any such Service Order Forms, shall survive such expiration or termination of these Service Terms or any such Service Order Forms.

(l)                   You confirm that it is your wish that these Service Terms and any Service Order Forms be drawn up in the English language only.  Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.

EXHIBIT A
GLOSSARY

In these Service Terms and in any Service Order Forms, the following terms shall have the following meanings, unless the context otherwise requires:

“Background IP” means all Intellectual Property Rights which are: (a) owned by or licensed to a Party prior to the Effective Date; or (b) acquired or created by or licensed to a Party after the Effective Date other than in the course of, or as a result of, the conduct of the any Services provided hereunder, or any other joint activities of the Parties.

“Confidential Information” means all information, written or oral, provided or disclosed by a Disclosing Party or its Representatives, directly or indirectly, to a Receiving Party or its Representatives, or which the Receiving Party or its Representatives learn or obtain verbally, through observation or through analyses, interpretations, studies or evaluations of such information, and whether provided, disclosed, learned or obtained before or after the Effective Date, which is labelled “confidential” or “proprietary” or which the Disclosing Party advises the Receiving Party at or promptly following the time of disclosure is confidential, or which a reasonable person would consider to be confidential, and is deemed to include, but is not limited to: trade secrets, ideas, trade processes, systems, plans, business and financial information, all information concerning products or product testing including hardware, source code, executable code, specifications, documentation, or any part or component thereof, and all information received from third-parties to whom a duty of confidence is owed.  Wavefront Confidential Information includes all Wavefront Materials obtained by you from non-public sections of the Wavefront website, and all Wavefront Materials otherwise provided to you in connection with any of the Services (other than Wavefront Materials in the public sections of the Wavefront website).

“Communications Service” has the meaning provided in Section 5(a).

“Disclosing Party” means a Party that has disclosed, or the Representatives of which have disclosed, Confidential Information to the other Party or to a Representative of the other Party, whether such disclosure is made before or after the Effective Date.

“Effective Date” means the date on which you first accept these Service Terms.

“Intellectual Property Rights” means, collectively, all patents, patent applications, all rights in or to Confidential Information (including all rights to maintain the confidentiality thereof or to limit or prevent the use thereof), and all copyrights, trademarks, design rights and other industrial or intellectual property rights, anywhere in the world, whether or not registered or registrable, including without limitation any reissues, divisions, continuations, continuations-in-part, renewals, improvements, translations, derivatives, modifications and extensions of any of the foregoing, and all enforcement rights in or with respect to any of the foregoing.

“Losses” means all actions, causes of action, suits, claims (including third-party claims), demands, proceedings, losses, liabilities, damages, sanctions, fines, penalties, judgments, awards, costs and expenses of whatsoever nature (including taxes), and all related costs and expenses (including any and all reasonable legal fees on a solicitor and client (indemnity) basis and reasonable third party costs of investigation).

“Parties” means Wavefront and you, and “Party” means either of them.

“Posting” has the meaning specified in Section 5(d), and “Post” has a corresponding meaning.

“Receiving Party” means a Party to whom, or to whose the Representatives, Confidential Information of the other Party has been disclosed, whether such disclosure is made before or after the Effective Date.

“Representatives” means, with respect to any Person, the designated representatives of that Person and its affiliates and its and their directors, officers, employees, financial, legal and accounting advisors and, in the case of Wavefront, also includes its sponsors, service partners, contractors, service providers, suppliers and other third parties who need to know Confidential Information for the purposes of the services that they provide to Wavefront or the services that Wavefront provides to them.

“Resulting IP” means, collectively, all Intellectual Property Rights which are created, conceived of or first reduced to practice by either Party (or its employees, representatives or agents) solely or jointly with the other Party (or its employees, representatives or agents), in the course of, or as a result of, the conduct of the any Services, or any other joint activities of the Parties.  For greater certainty, Resulting IP excludes Background IP.

“Service Order Form” means any form or document, whether or not described as a ‘Service Order Form’ which is used to order Services from Wavefront, and which may contain supplemental terms relating to the Services.

“Service Terms” means these Service Terms, as updated from time to time by Wavefront.

“Services” means any and all services provided to you by Wavefront or by any of its sponsors, service partners, contractors, service providers, or suppliers, including without limitation, the Communications Services and any and all testing and accreditation services, training services and advisory services, and any license to use any facilities of Wavefront or any of its sponsors, service partners, subcontractors or suppliers.

“Submission” has the meaning specified in Section 5(d).

“Wavefront” means Wavefront Wireless Innovation Society of British Columbia.

“Wavefront Materials” means all of the contents of or accessed through the Wavefront website, and all other documents provided by Wavefront to you which relate to the Services, and whether provided in paper or electronic format, and whether delivered in tangible form or made available to you over the Internet.

WAVEFRONT SERVICE ORDER FORM ONSITE HANDSET RENTAL

Please read this Service Order Form carefully.  Clicking the “I Accept” box confirms your agreement to be bound by this Service Order Form.

This Service Order Form governs your use of Handset Rental Services provided by Wavefront to you.  This Service Order Form is entered under the terms of, and is subject to, the Wavefront Service Terms.

1. Handset Rental Services

(a) Subject to the availability of the Equipment, Wavefront will make the Equipment available to you during the Rental Period.  While Wavefront expects that the Equipment is or will be available for the Rental Period, Wavefront does not guarantee such availability.

(b) The Rental Period for an item of Equipment may be extended, with the approval of Wavefront, by entering into a new Service Order Form prior to the End Date for that Equipment.  Wavefront does not guarantee that extensions to the Rental Period will be available.

(c) You may modify or cancel this Service Order at any time up to 24 hours prior to the Start Date.  Cancellations and modifications must be submitted to Wavefront by email (contact@wavefrontac.com).  Wavefront will not provide any refunds for cancellations made after that time.

2. Use of the Equipment

(a) You will have access to and use of the Equipment only at Wavefront’s premises, during normal business hours on those days when the Wavefront premises are open.  You will not remove the Equipment from Wavefront’s premises.  You must return the Equipment to Wavefront at the end of each day, in the same condition in which it was received.  You will not allow any third party to use the Equipment, without the prior written approval of Wavefront.

(b) You will use the Handsets only in accordance with the manufacturer’s recommendations, and only in accordance with any directions or policies provided by Wavefront.

(c) Certain handsets and related equipment are obtained by Wavefront from third party suppliers.  Network connectivity is obtained by Wavefront from third party suppliers.  You will comply with the terms of any agreements between Wavefront and such third party suppliers, to the extent that such terms affect your use of the Equipment and to the extent that Wavefront communicates such terms to you.  In the event of a conflict between a term of this Service Order Form and a term of any such third party agreement, the term of the third party agreement shall prevail.

(d) You are responsible for any damage to, and any loss or theft of, the Equipment (or any components of the Equipment, including SIM cards) during the Rental Period.  You will pay any costs incurred by Wavefront to repair or replace any damaged, lost or stolen Equipment or any damaged, lost or stolen components of the Equipment.  If the Equipment or any components of the Equipment (including SIM cards) are lost or stolen, you will pay any service charges until the loss or theft is reported to Wavefront and Wavefront has had a reasonable opportunity to cancel the affected service.

(e) Unless otherwise agreed by Wavefront, voice communications on the Equipment will be disabled.

(f) If you suspect or should reasonably suspect that the Equipment or any SIM cards or the Wavefront network are being used in unlawful or fraudulent manner, you must notify Wavefront immediately.  You will provide reasonable co-operation in any Wavefront investigation of such unlawful or fraudulent use.

(g) Wavefront reserves the right to deactivate the Equipment at any time and without notice to you, in the event Wavefront detects unusually high usage or possible fraud in accordance with general operating practices and procedures in the cellular industry, and Wavefront shall have no liability whatsoever to you for such deactivation.

3. Price and Payment

(a) You will pay the Rental Charges and Call Charges specified in this Service Order Form.  Rental charges and Call Charges apply to full days and fractions thereof.

(b) Wavefront may increase the Call Charges on not less than two days notice to you.

(c) All charges and other amounts payable by you under this Service Order Form are payable by credit card at the time of booking or, if not computed during booking, then upon demand by Wavefront.  You authorize Wavefront to debit your credit card at any time, whether before, during or after the Rental Period, for all charges and other amounts that may become payable by you from time to time under this Service Order Form.  Wavefront will have the right to submit an unsigned credit card charge form for the purpose of transacting debits or credits to your account.

(d) If this Service Order Form provides for a deposit to be paid by you, you authorize Wavefront to reserve a credit or process a deposit with your credit card, in the amount specified in the Service Order Form. Wavefront will refund the deposit to you if:  (i) all of the Equipment is returned to Wavefront; (ii) all of the Equipment is undamaged; and (iii) you have paid all amounts payable under this Service Order Form or otherwise payable to Wavefront.  Wavefront may apply any deposits or credit card pre-authorizations against:  (i) any amounts payable under this Service Order Form or otherwise payable to Wavefront; and/or (ii) the cost of repairing or replacing any damaged, lost or stolen Equipment or any damaged, lost or stolen components of the Equipment.

(e) If Wavefront is required to pay a refund to you, the amount of the refund may be applied to your credit card, or otherwise refunded to you at Wavefront’s election.

(f) You will pay all applicable taxes and duties.

(g) All charges are subject to a final audit.  If an error is found in an earlier calculation, you will pay the corrected charges.

(h) You authorize Wavefront to ask credit reporting agencies or trade references to furnish credit information, and you consent to Wavefront’s disclosure of credit information to credit reporting agencies.

(i) If, for any reason, the Equipment is not returned to Wavefront and is retained by you after the expiry of the Rental Term, Wavefront may continue to charge you the Rental Charges and Call Charges until such Equipment is returned to Wavefront.

4. Limitation of Liability

Without limiting the generality of the Limitation of Liability Terms in the Wavefront Service Terms, in no event shall Wavefront or its Representatives be liable for any claims for any Losses suffered by you or your Representatives in connection with this Service Order Form or the Equipment.

5. General

(a) In this Service Order Form, the following terms have the following meanings, unless the context otherwise requires:

“Call Charges” means the charges so specified in this Service Order Form.

“End Date” means, for each item of Equipment, the date so specified in this Service Order Form.

“Equipment” means the equipment selected by you in this Service Order Form.

“Rental Charges” means the charges so specified in this Service Order Form.

“Rental Period” means, for each item of Equipment, the period beginning on and including the Start Date and ending on and including the End Date.

“Start Date” means, for each item of Equipment, the date so specified in this Service Order Form.

(b) You acknowledge that ownership and title to the Equipment remains vested in Wavefront, and that you have no right, title or interest in or to the Equipment, other than the right to use the Equipment as specified in this Service Order Form.

(c) All of the Wavefront Service Terms are incorporated into and apply to this Service Order Form.