Terms & Conditions

1.1 Please read these Terms of Use (the “Terms”) and our Privacy Policy (https://sofwave.com/sofwave-privacy-policy/) (“Privacy Policy”) carefully because they govern your (“you” or “User”) access to and use of the Website and corresponding App (as such terms are defined below) and the features contained therein, offered by Sofwave Medical Ltd. (a/k/a Sofwave), (“Sofwave”, “us” or “we”).

1.2 The term “including” is not intended to be exclusive and means “including without limitation”.

1.3 IMPORTANT NOTICE REGARDING ARBITRATION FOR USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SOFWAVE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

2.1 “App” means Sofwave’s marketing and support application, Peak Advantage Partners, including our marketing materials center, event offerings, online clinical training, chat functions, support ticketing, and pulse purchasing.

2.2  “Direct Messaging” means delivery of messages by Sofwave to the Users, including marketing, promotional and service messages.

2.3 “External Sites” means third-party websites, plug-ins, integrations, applications or sub-domains.

2.4 “FDCA” means the Federal Food, Drug, and Cosmetic Act and its implementing regulations, as the same may be amended from time to time.

2.5  “Intellectual Property Rights” means all intellectual, moral, industrial and/or proprietary rights, now or hereafter, recognized under any applicable law anywhere in the world, whether issued or pending, registered or unregistered, including, but not limited to (i) all forms of patents; (ii) inventions and/or discoveries (whether patentable or not); (iii) rights associated with works of authorship, including but not limited to copyrights and mask works; (iv) trademarks and service marks, trade names, domain name registration; (v) designs (whether or not capable of registration), design rights; (vi) database rights; (vii) trade secrets and know-how; (viii) all rights to confidential or proprietary information; (ix) any rights analogous to those mentioned herein; (x) all derivative works thereof; (xi) marketing materials, training videos, templates; and (xii) any current or future applications, renewals, extensions, provisionals, continuations, continuations-in-part, divisions, re-exams and reissues thereof, and all of the tangible embodiments thereof.

2.6 “Sofwave Content” means any input or data uploaded, displayed or otherwise available through the Services, whether published and/or uploaded by or on behalf of Sofwave, including, but not limited to text, pictures, video, or any other form of information and excluding any content provided by Users.

2.7 “User” means any person or entity accessing, using or viewing the Services.

2.8  “User Content” means any input or data uploaded, displayed or otherwise available through the Services, whether published and/or uploaded by or on behalf of Users, including, but not limited to text, pictures, video, or any other form of information, excluding any Feedback.

2.9 “Website” means Sofwave’s website available at: https://sofwave.com/.

2.10 “Services” means the Website and App, and services provided on or in connection with the Website and App, including any and all artificial intelligence functionality and the ability to access External Sites or links that may be embedded, Direct Messaging, marketing and support services, online store, clinical training offerings, and any other actions or items supported by or accessible through the Website or App.

3.1 These Terms shall become effective between you and Sofwave as of the date on which you first commence use of, or otherwise access the Services (“Commencement Date”). Upon accessing the Website or App, you hereby accept the terms and conditions contained herein and agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services. If you are accessing the Services on behalf of a corporation, you represent and warrant that that you have the authority to bind that corporation to these Terms. In that case: (a) “you” and “your” will refer to that corporation, and both you and the corporation shall be deemed as a “User”; (b) these Terms constitute a legal, valid and binding obligation of the corporation and are enforceable against it; and (c) any breach of these Terms by you or anyone acting on behalf of the corporation (even if not employed or engaged by the corporation) shall be deemed as breach of these Terms by the corporation.

3.2 Please review Sofwave’s Privacy Policy which governs your use of the Services for information on how we collect, use, and share your information. By using and/or accessing the Services you represent and warrant that you have read and understood the aforementioned Privacy Policy and agree to its terms.

3.3 We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Website, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the updates.  If you don’t agree to be bound by the updates, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4.1.1  You expressly acknowledge and agree that any access to, or use of, the Services and any consequences thereof, are at your sole risk, responsibility and liability and shall be in accordance with these Terms.

4.1.2  If you comply with these Terms, Sofwave grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App.  Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

4.1.3  This Section 4.1.3 applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

(a) Sofwave may make available through the Services Sofwave Content that is subject to Intellectual Property Rights. Sofwave retains all rights to such Sofwave Content, except as expressly set forth herein. Sofwave grants Users a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use marketing materials and templates provided through the Sofwave Content in the App in the form and manner provided, for their intended marketing purpose, solely for User’s commercial business purposes.

(b) User hereby acknowledges that any access to the Sofwave Content by the User through the Services will be revoked following the expiration or termination of the Services or these Terms.

(a) Our Services may allow Users to store or share User Content. Sofwave does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

(b) By making any User Content available through the Services you hereby grant to Sofwave a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services. You acknowledge and agree that this license allows Sofwave to use and exploit all User Content provided to the Services, in a manner stripped of certain personal information identifiers, for Sofwave’s business purposes, including the testing, development, maintenance and improvement of the Services and any artificial intelligence components thereof in accordance with applicable privacy laws.    

(c) You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor any use your User Content (whether by you or Sofwave) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation

(d) Once uploaded, User Content cannot always be deleted through the Services. We may retain User Content as required for security, audit logging, dispute resolution, legal compliance, and backup/archival purposes, consistent with our retention practices. For customers subject to HIPAA, handling of PHI, is governed by the applicable Business Associate Agreement.

5.1.1 You are at least 18 years old and are not barred or otherwise legally prohibited from using the Services under the laws of the country in which you are a resident or from which you use or access the Services; or

5.1.2 You will not do any of the following while accessing the Services and shall not permit or encourage any other User or third party, to directly or indirectly:

(a)  post, upload, publish, submit or transmit any User Content or otherwise use the Services in a manner that: (i) infringes, misappropriates or violates a third party’s Intellectual Property Rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b) use the Services other than in compliance with these Terms and all applicable local, state, federal, and national, laws, statutes, ordinances, rules and regulations;

(c) except as otherwise provided in these Terms, copy, reproduce, print, download or save a copy, republish, display, perform, advertise, distribute, transmit, broadcast, decompile, reverse engineer, disassemble, attempt to derive the source code of, adapt, modify, create derivative works from, sell, rent, lease, license, loan or otherwise make available or exploit in any form or by any means all or any portion of the Services or any Sofwave Content, for any purpose;

(d)  use the Services for interfering with, or disrupting (or attempting to do so), the access of any person, host or network, including, without limitation, by uploading and/or sending software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; overloading, flooding, spamming, mail-bombing; or by scripting the creation of Sofwave Content in such a manner as to interfere with or create an undue burden on the Services;

(e) do anything that could disable, overburden, or impair the proper activity of the Services or circumvent or otherwise interfere with security-related features of the Services or features that enforce use limitations or use any robot, spider, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services;

(f)  deep-link to the Services without our consent;

(g) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;

(h) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(i) access or use any part of the Services for competitive analysis or to build a product or service which competes with the Services

(j) use the Service to acquire, process, or analyze a medical image or a signal from an in vitro diagnostic device or a pattern or signal from a signal acquisition system (in each case, as such terms have their meanings under the FDCA);

(k) use the Service in connection with medical information other than to display, analyze, or print such medical information solely in accordance with these Terms (in each case, as such terms have their meanings under the FDCA);

(l) use the Services in connection with the prevention, diagnosis, or treatment of a disease or condition, other than to support or provide recommendations to a health care professional solely for use in accordance with these Terms (in each case, as such terms have their meanings under the FDCA);

(m) use any current or future function of the Services for clinical evaluation, clinical recommendation, diagnosis or treatment decisions or rely primarily on the Services to diagnose or treat an individual without independent review in accordance with these Terms by a health care professional of any recommendations that the Services may present (in each case, as such terms have their meanings under the FDCA);

(n) use the Services for urgent, time-sensitive treatment or other clinical decisions;

(o) post, upload, publish, share submit or transmit any personal information (other than any User login information) through the Services, or any photos or videos of body parts, medical images, health records or biometric data;

(p) post, upload, publish, share submit or transmit any photos or videos other than for non-clinical marketing uses;  or

(q) use the Services in a manner that could cause damage to Sofwave or any third party.

5.2  You may provide links to the Website, provided that (a) you do not remove or obscure the copyright notice or other notices on the Website, (b) you do not deep-link (i.e. include a link to one of our web pages other than the Website home page) to the Website for any purpose, (c) the site from which you provide the links to the Website does not engage in illegal, gambling or pornographic activities, and (d) you discontinue providing links to the Website immediately upon request by us

6.1  You hereby acknowledge that all Intellectual Property Rights, ownership, title and interest in the Website, App and the Sofwave Content (excluding External Sites) and the related Intellectual Property Rights, are and shall remain the sole and exclusive property of Sofwave. Sofwave reserves all proprietary rights in and to the Website, App and the Sofwave Content not expressly granted under these Terms. You are not granted any right and/or license, to the Website, App, or to any Sofwave Content, other than as explicitly set forth in these Terms

6.2 OTHER THAN AS PERMITTED IN THESE TERMS, USE OF THE SERVICES AND SOFWAVE CONTENT OR ANY PART THEREOF IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF SOFWAVE AND/OR OF OTHERS AND MAY BE SUBJECT TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT.

6.3 You agree that the “Sofwave” trademark, trade name, service mark, graphics, logo and other brand features used in connection with the Services, are trademarks or registered trademarks of Sofwave (collectively, the “Sofwave Marks”). Nothing in these Terms gives you a right to use or display Sofwave Marks in any manner without the written consent of Sofwave, except Sofwave grants you a limited, non-exclusive, royalty-free license to use and display Sofwave Marks without such consent solely with respect to the use of marketing materials and templates provided within the App as described in Section 4.2.1(a) above. In such use case, all goodwill and improved reputation generated by your use of the Sofwave Marks inures to the exclusive benefit of Sofwave, and you agree to conform to and observe such standards as Sofwave prescribes from time to time in connection with the license granted hereunder.

6.4  Sofwave appreciates feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that Sofwave is free to use it without any restriction or compensation to you

7.1 While access to the Website and App are free, Users may be permitted to make purchases through the Services (or certain portions thereof) and you agree to pay such fees (“One-Time Payment”) if you are making a purchase

7.2 When you make a One-Time Payment (each time, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars

7.3 You may cancel a Transaction for a full refund within ten (10) calendar days of your initial purchase only if pulses have not yet been used. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. To cancel, you can send an email to policy@sofwave.com or submit a ticket at eStore@sofwave.com.

8.1 The Services may enable access to External Sites. Use of an External Site is subject to the terms of use of such External Site and User acknowledges sole responsibility for and assumes all risk arising from use of the External Sites and any other third-party resources. We make no representation that any External Site is appropriate or available for use in any particular location. Sofwave does not control, monitor, maintain, or provide support for any External Site, and makes no representations or warranties regarding their content, functionality, security, or availability. To the maximum extent permitted by applicable law, Sofwave hereby disclaims any and all warranties and liability in connection with any External Site or third-party integration, including any loss or damage arising from your access to or use of them. Sofwave cannot guarantee the continued availability of any External Site or third-party integration, and access to such sites or integrations may be suspended, discontinued, or modified at any time without notice. User acknowledges and agrees that Sofwave is not responsible for any External Site, and shall have no liability or responsibility whatsoever to the User or any third party regarding any access to and/or use of any External Site or any content therein.

9.1 General. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW  THE SERVICES AND THE SOFWAVE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SOFWAVE HEREBY EXPLICITLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, INCLUDING ANY ARTIFICIAL INTELLIGENCE PROVIDED AS AN OUTPUT FROM THE SERVICES, AND THE SOFWAVE CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, USEFULNESS, SECURITY, RELIABILITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR OF FITNESS FOR A PARTICULAR PURPOSE. Sofwave makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information, outputs or content on the Services. Sofwave Content may become out of date and may include omissions or other errors. Sofwave may change the information and content provided through the Services at any time without notice. Sofwave does not practice medicine, provide medical advice, make diagnostic treatment, or other clinical decisions, judgments or recommendations.

9.2 Informational Use Only. The Services (including any Sofwave Content) are intended solely for the purpose of supporting medical professionals by providing contextually relevant information regarding diseases or other health conditions to facilitate the health care professional’s independent review. They are solely informational and must be reviewed with independent clinical judgment by a health care provider (as such terms has its meaning under the FDCA). The Services are not intended to process or analyze medical images, physiological signals, or patterns from signal acquisition systems for a medical purpose, nor are they intended to provide specific diagnostic outputs or treatment directives or support any  time-sensitive clinical decisions. The Services are not a substitute for and do not contain or constitute, and should not be interpreted as, professional or medical advice, opinion, diagnosis or treatment of any kind and do not replace a medical provider’s professional judgment or the official Instructions for Use provided through the Services. Sofwave Content or other output or information provided through the Service should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. For medical advice, you should consult a medical professional. Your use of the Services or any communication with Sofwave does not create a doctor-patient relationship between you and Sofwave. In addition, nothing contained in the Services shall be constructed as a promotion or solicitation of any product, drug or medical device prohibited by United States laws or the laws of any other jurisdiction.

9.3 Source Materials and Sofwave Content. The App and Sofwave Content therein links to source materials in connection with outputs. You are responsible for reviewing these underlying sources and exercising independent judgment before taking any clinical action. Any use of the Sofwave Content or the Services is at your own risk. You are solely responsible and liable for any act or omission (including any decision and/or transaction) based on the Sofwave Content and Sofwave bears no responsibility whatsoever with respect to any Sofwave Content and/or any such act or omission. The Sofwave Content and any other information and materials within the Services are provided for general information only and should not be relied upon. Prior to making any decisions based on or related to the Sofwave Content, you must receive professional advice from a specialist.

10.1  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOFWAVE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, (B) LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND OR ANY SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, RESULTING IN ANY WAY FROM (I) USER’S, ACCESS TO, OR USE, INABILITY TO USE, OR RELIANCE ON THE SERVICES, ANY SOFWAVE CONTENT AND/OR EXTERNAL SITE, (II) ANY ERRORS, OMISSIONS OR OTHER INACCURACIES IN ANY SOFWAVE CONTENT INCLUDED IN THE WEBSITE, APP, AND/OR IN ANY EXTERNAL SITE, (III) ANY OTHER MATTER RELATING TO THE SERVICES, THE SOFWAVE CONTENT AND/OR ANY EXTERNAL SITE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), AND INCLUDING NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND EVEN IF SOFWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, OR FOR (C) ANY THIRD PARTY CLAIMS AGAINST THE USER.

10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF SOFWAVE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, TO ANY USER, AND/OR ANY THIRD PARTY, FOR ALL DAMAGES EXCEED THE AMOUNT OF ONE THOUSAND U.S DOLLARS (USD 1000$) OR THE TOTAL PRICE PAID FOR PULSES PURCHASED, WHICHEVER IS LOWER, WHETHER OR NOT SOFWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3  THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SOFWAVE AND USER.

10.4  Any cause of action by the User with respect to the Website and/or the Services, must be instituted within one (1) year after the cause of action arose.

11.1  User shall indemnify and hold Sofwave and its directors, officers, employees, agents, partners, and licensors harmless from and against all claims, disputes, demands, liabilities, damages, losses, and costs and expenses of any kind (including without limitation reasonable legal and accounting fees and costs), related to any demand or claim brought against Sofwave by any third party, due to or in connection with any of your access to or use of the Services, your User Content, your violation of these Terms and/or any applicable law, and/or the violation of any rights of another party, by the User.

12.1 These Terms shall be binding upon you as of the Commencement Date, and for as long as you continue to use the Services, and shall remain in effect until the expiration or replacement of these Terms with new terms.

12.2 We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at policy@sofwave.com. In all such cases, these Terms shall terminate, but the provisions which by their nature would continue beyond termination (including, without limitation, the provisions of Sections ‎5, 6, 9, ‎10, ‎11, ‎12, ‎13, ‎ 14, and 15), shall survive such termination for any reason and shall continue to apply.

12.3 Upon termination of these Terms: (a) all licenses provided by Sofwave to User shall immediately expire; (b) User shall cease any use of the Services; (c) User will lose any access to the Sofwave Content; and (d) Sofwave reserves the right (at its sole discretion) to permanently delete any User Content at any time following the effective date of termination of these Terms, and you hereby waive any rights and/or remedies with respect to such deletion of User Content

13.1 These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Sofwave are not required to arbitrate will be the state and federal courts located in California,  and you and Sofwave each waive any objection to jurisdiction and venue in such courts.

13.2  Except as otherwise expressly set forth in Section 14 “Dispute Resolution” below, the exclusive jurisdiction for all Disputes (defined below) that you and Sofwave are not required to arbitrate will be the courts of Tel Aviv, Israel, and you hereby consent to the exclusive jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. Notwithstanding the above, you agree that Sofwave shall still be allowed to apply for injunctive remedies in any jurisdiction.

14.1 Mandatory Arbitration of Disputes. The parties agree that any dispute, claim, or controversy arising out of or relating to these Terms, including their breach, termination, enforcement, interpretation, or validity, or the use of the Services (collectively, “Disputes”), shall be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Sofwave agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Softwave are each waiving the right to a trial by jury or to participate in a class action.  This arbitration provision shall survive termination of these Terms.  

14.2 Exceptions. As limited exceptions to Section 14.1 above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

14.3 Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org

Any arbitration hearings will take place in San Francisco, California, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

14.4 Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

14.5 Injunctive and Declaratory Relief. Except as provided in Section 14.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that either party prevails on a claim and seeks public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

14.6 Class Action Waiver. YOU AND SOFWAVE 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, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another 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 Dispute Resolution section shall be null and void.

14.7 Severability. With the exception of any of the provisions in Section 14.6 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

15.1 Entire Agreement. These Terms contain the complete agreement between you and Sofwave regarding your use of the Services and supersede and replace all prior or agreements or understandings, written or oral, with respect thereto.

15.2 Severability. In the event that any provision of these Terms is held to be invalid or unenforceable, that provision shall be construed, limited, modified or deleted, to the extent necessary to eliminate any invalidity or unenforceability, and the remaining provisions of these Terms remain in full force and effect.

15.3  Waiver. No waiver on the part of Sofwave of any right under these Terms shall be effective unless in writing and signed by Sofwave’s duly authorized representative. No waiver on the part of Sofwave of any past or present right arising from any breach or failure to perform shall be deemed as a waiver of any future right arising under these Terms. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

15.4 Assignment. Except where provided by applicable law in your jurisdiction, you may not assign, subcontract or otherwise transfer any of your rights and/or obligations under these Terms. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null.  Sofwave may freely assign and/or subcontract some or all of these Terms without restriction. Subject to the foregoing, these Terms shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

15.5  No Third-Party Beneficiaries. These Terms do not create any obligation of Sofwave to any third parties, nor shall they be deemed to create any rights or causes of action on behalf of any third parties.

15.6 Notices. Any notices or other communications provided by Sofwave under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

16.1 In case of any questions or comments regarding these Terms, please contact Sofwave at: policy@sofwave.com.

Last updated: March 9th, 2026