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Published: August 2020
The WAVEdds.com and online WAVE Store is operated by WAVE SYSTEMS Inc. a Delaware corporation.
TERMS USED IN THIS AGREEMENT.
In this agreement we use the following terms:
“WAVE”, "we" or "us" means WAVE Systems Inc., its employees, subcontractors and/or other companies which are appointed by WAVE Systems Inc. to provide services in relation to fulfillment of goods purchased from WAVE Store; "Goods" means physical Products such as (but not limited to), Systems, Wearables and Accessories sold on the WAVEdds.com website and online store; "Product" is any WAVE product which may be purchased from the WAVEdds.com website and online store.
USING THIS WEBSITE AND ONLINE STORE.
By purchasing Goods from theWAVEdds.com website and online store, you warrant that:
You are legally capable of entering into binding contracts.
You are at least 18 years old.
You are resident in and ordering Goods from one of the above countries.
Please go to the WAVEdds.com website and online store and find a Product of interest. To order simply click the ADD TO CART button to add the Product to your Cart. Once you have finished placing Products in the Cart, please click on the button marked CHECKOUT and follow the instructions on screen to complete your order.
HOW THE CONTRACT IS FORMED BETWEEN YOU AND US.
The contract with us (the "Contract") will be concluded with WAVE Systems Inc. After placing an order, you will receive an order submission confirmation from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to buy a Product from us and placing an order carries with it the obligation to make payment. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending either (a) a confirmation that the goods have been dispatched (Order Confirmation), or (b) the physical product to you. Only when the confirmation is sent by us, is the sale concluded. The Contract will relate only to those Products whose dispatch we have confirmed in the Order Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Order Confirmation.
AVAILABILITY & PRODUCT DELIVERY.
Although we endeavor to ensure the availability of the Products shown on the WAVEdds.com website and online store we cannot guarantee that all of the Products will be in stock when you place your order. If we are unable to process or execute your order, we shall contact you to offer you an equivalent Product(s) in terms of quality and price which you may decide to accept or reject; or to notify you that we are unable to fulfill the order.
If you reject our offer of an alternative Product or we are unable to fulfill the order we shall have no further liability to you unless we have already taken payment for the Product(s), in which case we shall refund payments already taken from you for the relevant Product(s).
Your order will be fulfilled without undue delay and by the delivery date set out in the Order Confirmation or, if no delivery date is specified, within 60 days of the date of the Order Confirmation. If it is not possible to deliver the Product within the delivery period indicated, we shall refund you the paid purchase price on request.
Products sold in the WAVEdds.com website and online store will be delivered to you by courier if you have ordered Goods (for example Systems, Wearable or Accessories).
You have the right to cancel your Contract with us within 15 days without giving any reason. The cancellation period will expire as follows:
For Goods, the period will expire after 15 days from the day you (or anyone nominated by you) receive(s) the Goods.
In a Contract for the sale of multiple Goods with different delivery dates, the period will expire after 15 days from the day you (or anyone nominated by you) receive(s) the last of the Goods.
To exercise the right to cancel, you must inform us of your decision to cancel the Contract by filling in the Return Request Form or a clear statement (for example, a letter sent by post, fax or e-mail). For these purposes, see our contact details. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
If you exercise your above rights of cancellation but have received Goods in connection with the Contract, you shall send back the Goods or hand them over to us, without undue delay and in any event not later than 15 days from the day on which you communicate your cancellation of the Contract to us. The deadline is met if you send back the Goods before the period of 15 days has expired.
You should take reasonable care of the Goods while in your possession. You are only liable for any diminished value of the Goods resulting from the handling of the Goods other than as required to establish the nature, characteristics and functioning of the Goods.
RISK & TITLE.
The Goods will be at your risk from the day you (or anyone nominated by you) receive(s) the Goods.
PRICE & PAYMENT.
The price of any Products will be as quoted in the WAVEdds.com website and online store from time to time, except in cases of obvious error. Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation.
The WAVEdds.com website and online store contains a number of Products and it is always possible that, despite our best efforts, some of the Products listed in the WAVEdds.com website and online store may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product´s correct price is higher than the price stated in the WAVEdds.com website and online store, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you an Order Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognized by you as a mis-pricing. Payment for all Products must be made prior to order processing. We are under no obligation to deliver the Products until we have received payment from you.
We are under a legal duty to provide Products which comply with the terms of the Contract. In accordance with your statutory rights we warrant to you that any product purchased from the WAVEdds.com website and online store is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
The product specifications and system requirements required to operate products are described in more detail in the product specs which can be found at the WAVEdds.com website and online store.
We will only be liable for losses which are foreseeable to both you and to us as a consequence of us breaching these terms of sale and caused by our own negligence. We will not be responsible for any commercial or business losses (including without limit loss of goodwill, profits, contracts, anticipated savings, data, or wasted expenditure) or any other indirect or consequential loss that was not reasonably foreseeable to both you and us at the time our contract was formed, or at the time you began using the WAVEdds.com website and online store. Nothing in these terms of sale shall affect your statutory rights. If you have any doubts as to your statutory rights, then you should contact your local government’s consumer advocacy department.
Products offered on the WAVEdds.com website and online store are the intellectual property of WAVE Systems Inc.
Applicable laws require that some of the information or communications we send to you should be in writing. When ordering Products on theWAVEdds.com website and online store, you accept that communication with us will be electronic. We will contact you by e-mail or provide you with information by posting notices on the WAVEdds.com website and online store. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
NOTICES & CONTACT INFORMATION.
All notices given by you to us must be given to WAVE Systems Inc. at the contact details provided at theWAVEdds.com website and online store. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in the clause "Written Communications" above. Notice will be deemed received and properly served immediately when posted on theWAVEdds.com website and online store, 24 hours after an e-mail is sent, or five days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and (in the case of an e-mail) that such e-mail was sent to the specified e-mail address of the addressee.
TRANSFER OF RIGHTS & OBLIGATIONS.
The Contract between you and us is binding on you and us and on our respective successors and assigns. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
EVENTS OUT OF OUR CONTROL.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (a "Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
Strikes, lock-outs or other industrial action.
Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
Impossibility of the use of public or private telecommunications networks.
The acts, decrees, legislation, regulations or restrictions of any government.
Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms of sale, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms of sale shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause "Notices & Contact Information" above.
If any of these terms of sale or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
These terms of sale and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms of sale.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party´s only remedy shall be for breach of contract as provided in these terms of sale.
OUR RIGHTS TO VARY THE TERMS OF THE SALE.
We have the right to revise and amend these terms of sale from time to time. Any Contract will be subject to the policies and terms of sale in force at the time that you order products from us, unless any change to those policies or these terms of sale is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms of sale before we send you the Order Confirmation (in which case we have the right to assume that you have accepted the change to the terms of sale, unless you notify us to the contrary within seven working days of receipt by you of the Products).
LAWS & JURISDICTIONS.
Contracts for the purchase of Products placed through theWAVEdds.com website and online store (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to those Contracts or their formation) will be governed by and construed in accordance with U.S. law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of the United States, States of Connecticut and Delaware.
The language of the Contract shall be English.
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