Last Revised: May 5, 2024

GENERAL TERMS

THESE TERMS ESTABLISH AN AGREEMENT WITH YOU, AND YOU AGREE TO BE BOUND BY THESE TERMS UPON THE EARLIER OF: (A) VISITING THIS WEBSITE; (B) CLICKING THE “ACCEPT” OR “AGREE” SELECTOR; OR (C) ORDERING, PAYING FOR, RECEIVING, OR USING ANY SERVICES, PRODUCTS, OR FACILITIES THAT WE MARKET, PROVIDE, OR MAKE AVAILABLE. NOTE: THESE TERMS INCLUDE A WAIVER OF THE RIGHT TO A JURY TRIAL AND A MANDATORY ARBITRATION PROVISION.

1. INTRODUCTION

1.1 Us. Waves & Dreams Productions LLC, a New York limited liability company (“our,” “us,” or “we”) operates a recording Studio (defined below) and provides related services, as described at our website at www.wavesdreams.com (“Website”). These General Terms (“Terms”) apply to our website and the transactions related to our Studio, products, and services.

1.2 You. These Terms are binding on: (a) the person or entity who accesses or uses our Studio, or who otherwise receives our products or services; and (b) the person’s parent or legal guardian if the person is under 18 years of age. In these Terms, the terms “you” and “your” means such person or entity, together with any such parent or guardian. You may be a person who books a session to use our Studio with onsite support from us or our contractors or subcontractors (“Client”), you may be a person who places an order to rent our Studio without onsite support from us or our contractors or subcontractors (“Renter”), or you may be a person who provides services to or for any of our Clients (“Subcontractor”). Depending upon your purpose, you may partake in a variety of musical activities involving our Studio, products, or services, such as: (i) creating or performing as a composer, songwriter, singer, vocalist, lyricist, instrumentalist, or artist; or (ii) recording, mixing, mastering, directing, arranging, or producing.

1.3 Non-Limiting Words. In these Terms, we use the words “including,” “includes,” and “such as” in a non-limiting fashion.

1.4 Updates. We reserve the right to modify these Terms from time to time, without notice, by posting the modified version of these Terms on our Website. You acknowledge and agree that it is your responsibility to review these Terms on our Website periodically to familiarize yourself with any changes. Your continued use of our Website, Studio, products or services after such changes will constitute your agreement to the modified Terms.

2. PAYMENT, SERVICES, AND STUDIO ACCESS

2.1 Services; Studio Access. The term “Time Slot,” as used in these Terms, means a scheduled time window for use of the Studio, such as a time window for a recording session ordered by a Client, or a time window for recording time ordered by a Renter. You may order a Time Slot at any of our brick-and-mortar studio facilities, each of which includes all booths, equipment, hardware, software, materials, media, and data located in our studio facility, and the building in which our studio facility is located (collectively, our “Studio”). For each Time Slot booked by a Client, we will provide sound engineering services unless the Client declines such services before the start of the Time Slot. The Client may order supplemental services, including mixing, mastering, creating additional versions and stems, adding to or modifying tracks, or music production. The term “Services,” as used in these Terms, means any and all services, Time Slots, Studio usage, and Studio access that you order from us through our Website or as set forth in a Related Document (defined in the following sentence). The term “Related Document,” as used in these Terms, means any order form, quote, agreement, or other document that is signed by both parties and relates to or refers to these Terms.

2.2 Fees; Payment. We may notify you of our fees for Time Slots and Services through the fee information provided at our Website or related ecommerce platform, or provided in any Related Document (collectively, the “Fee Terms”). If you order music production Services from us, the Fee Terms may set forth your obligation to pay certain royalties to us. You agree to pay our fees at the rate in effect when you place your order for the Time Slot or otherwise order Services. A down payment will be required to book any Time Slot with us and may also be required for other Services (“Down Payment”). For each Time Slot that you book, you agree to pay the remaining balance upon the end of the Time Slot. If you order Services in addition to a Time Slot, you will the entire fee for such Services (less any Down Payment that you paid for such Services) promptly and no later than five (5) business days after we provide you with an invoice, email, or text message for the fee due.

2.3 Minimum Session Time. For Clients, unless the applicable Related Document or Fee Terms provide otherwise, the minimum session time will be three (3) hours for Studio usage without sound engineering services, and two (2) hours for Studio usage with sound engineering services.

2.4 Payment Method. You will pay us only in US Dollars via cash, credit/debit card or electronic transfer without deduction of any transaction costs. Any additional Studio charges owed, such as amounts owed for Studio damage or cleaning, as provided herein, must be paid upon the completion of the Time Slot. All past due amounts owed by you will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. You will be responsible for, and will promptly reimburse us for, any and all legal costs and attorneys’ fees incurred by us to collect any amounts owed by you under these Terms.

2.5 Guests. You will be solely responsible for the acts and any wrongdoings of any third party musicians, vocalists, guests, visitors, or others who accompany you to the Studio or who you allow into the Studio (collectively, the “Guests”).

2.6 Cancellation; Rescheduling. To request the cancellation or rescheduling of any booked Time Slot or scheduled Services, you must provide the request via email, via text message, via our contact webpage or via another written method. If you cancel or reschedule any booked Time Slot or scheduled Services with less than forty-eight (48) hours prior written notice, you will forfeit the entire Down Payment, and such Time Slot or Services (as the case may be) will be cancelled. Our engineers are not authorized to negotiate a time reduction after a Time Slot begins.

2.7 Lateness; Extensions. If you, as a Client, arrive late for a Time Slot, we may, at our option: (a) end the Time Slot at its originally scheduled ending point, (b) cancel the Time Slot, or (c) extend the scheduled time in the amount of your delay. In we grant the extension, you will pay our fee for the originally scheduled Time Slot plus the time extension in increments of one hour at our hourly rate. For example, if you are fifteen (15) minutes late, you will receive and pay for one additional hour of recording time. If we cancel the Time Slot due to your delay, you will forfeit the entire Down Payment. If the original Time Slot was booked through a promotion, the extended time will be charged at the regular rate, not any discounted rate.

2.8 Force Majeure. If we determine that we must cancel a Time Slot due to a cause outside of our reasonable control, including natural disaster, pandemic, public health issue, war, cyberattack, or outage of utilities or Internet (each, a “Force Majeure Event”), we will reschedule the Time Slot for the earliest available time consistent with your availability.

2.9 Refund Policy. You understand that, when we book a Time Slot for you, we forgo opportunities to book others in your time slot, and we spend time and effort to prepare for your Time Slot. At least for these reasons, the Down Payment is nonrefundable unless, due to a reason other than a Force Majeure Event, we fail to provide you with Studio access and the related Services in accordance with these Terms, and you have satisfied all of your obligations under these Terms. In that case, we will, at your request: (a) provide you with a refund of the Down Payment; or (b) reschedule the Time Slot and related Services in accordance with these Terms with no charge beyond the original fees specified for such Time Slot and Services. Except as expressly provided in this Section, you will have no right of refund for any Down Payment or fees, whether relating to subjective factors (e.g., artistic perception of musical quality) or any other factors.

2.10 Breaks. For Clients, we may use part of the Time Slot time to set up the equipment for your particular preferences, to provide you with breaks that you request, to provide our personnel sound engineer with reasonable breaks, and to handle the break-down. Our sound engineer will be entitled to a fifteen (15) minute break every two (2) hours to relieve ear fatigue. For Time Slots lasting eight (8) hours and longer, our sound engineer will be entitled to a thirty (30) minute meal break per Time Slot. All such breaks will be taken on-the-clock.

3. PROPERTY RIGHTS AND DELIVERABLES

3.1 Clients

3.1.1 Materials. You, as a Client, hereby represent and warrant that, before the start of the applicable Time Slot, you have obtained a release, license, consent or assignment from any third party that has any right, title or interest in or to any portion of any works or materials that you and/or your associated musicians or contributors provide or create during the use of our Studio, including any compositions, lyrics, sound recordings, videos, and images provided or created by you, such musicians or such contributors while using our Studio (collectively, the “Materials”).

3.1.2 Master Recording Files. If you, as a Client, order any recording, mixing, mastering, or production Services that result in any sound recordings, we will provide you with the following data files after we have received your full payment according to the Fee Terms (“Full Payment”): (a) a WAV data file that contains such sound recordings, as modified by any mixing Services that we might perform; and (b) if requested by you in writing by the time that we receive the Full Payment, a copy of a single zipped Pro Tools™ project file consisting only of the rendered sound tracks of such sound recordings in WAV format (such WAV data file and any such requested Pro Tools™ file being collectively referred to as the “Master Recording Files”). Unless otherwise provided in the terms on our Website or the applicable Related Document, we will provide the Master Recording Files to you within three (3) business days after receiving Full Payment. The Full Payment will not cover any assistance with using, executing, or manipulating any such Pro Tools™ file. At your request, we may provide such assistance for an additional fee quoted by us, which you will be required to pay before receiving our assistance. We may deliver the Master Recording Files to you through an electronic transfer method, via email, or by saving a copy of the Master Recording Files onto a thumb drive, memory stick or mobile device that you provide. Once we complete the delivery, we will have no continuing obligation to archive or otherwise save any backups or copies of the Master Recording Files. THE MASTER RECORDING FILES ARE PROVIDED TO YOU AS IS WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE. While we use commercially reasonable efforts to implement applicable industry standards for quality control, we make no guarantee regarding your satisfaction with the Master Recording Files or the sound recordings therein.

3.1.3 Client’s Intellectual Property. If you, as a Client, order any recording, mixing, mastering, or production Services that result in any sound recordings, as between you and us, you will be the sole owner of the Materials, the Master Recording Files, and the sound recordings therein, including all copyrights and other intellectual property rights in and to the foregoing (collectively, the “Project IP”) except to the extent that the applicable Related Document expressly provides otherwise; provided, however, that: (a) you will have no right to receive, possess, or use the Master Recording Files until we receive the Full Payment; and (b) to secure our rights to the Full Payment, you hereby grant to us, a first priority security interest, having priority over all other security interests, in and to the Master Recording Files, the sound recordings therein, and all copyrights and other intellectual property rights in and to the foregoing. We may record such security interest with the state and federal recording authorities or any other recording authorities, and you will cooperate with such recording efforts, including the execution of documents. Effective upon our receipt of the Full Payment, such security interest will be automatically released and terminated. Furthermore, if we create any works of authorship within the Project IP, (i) such works will be considered works made for hire within the meaning of the work made for hire definition in 17 U.S.C. §101 of the U.S. Copyright Act, specially ordered by you for use as such works, (ii) you will be deemed the author of such works, and (iii) the title in such works (and all copyrights therein) will vest initially in you. To the extent necessary to fully vest ownership of such works in you, we hereby assign, transfer and convey to you, any and all of our right, title, and interest in and to such works.

3.1.4 Our Intellectual Property. Notwithstanding Section 3.1.3, as between you and us, (a) we will retain full ownership of all of our techniques, methods, workflows, audio effects chain sequences, audio plugin parameter settings, and other settings (including that which is related to reverb, delay, compression, equalization, panning, or other effects or objectives) that we or our engineers create, develop, enhance, or modify during our performance of the Services, together with all intellectual property rights therein (collectively, our “Technique IP”), (b) the Project IP will include no Technique IP, (c) the Master Recording Files, being in WAV format, will not disclose or contain our Technique IP, and (d) no Technique IP will be considered a work made for hire, nor will any Technique IP be assigned, transferred or conveyed to you.

3.2 Subcontractor. If you, as a Subcontractor, use our Studio to perform any sound recording services or music production services for any person who we refer to you (“Referred Client”), the Referred Client will be the sole owner of any and all works of authorship within the Project IP that you create, including any sound recordings and sound files that you create. Such works will be considered works made for hire within the meaning of the work made for hire definition in 17 U.S.C. §101 of the U.S. Copyright Act, specially ordered by the Referred Client for use as such works. The Referred Client will be deemed the author of such works, and the title in such works (and all copyrights therein) will vest initially in the Referred Client. To the extent necessary to fully vest ownership of such works in the Referred Client, you hereby assign, transfer and convey (and agree to further do so) to the Referred Client, any and all of your right, title, and interest in and to such works.

3.3 Marketing of Our Services. Except to the extent the applicable Related Document expressly provides otherwise, we will have a non-exclusive right to use, display, publish, audibly and visually play, and reproduce the Project IP, your image, name and likeness, and your trademarks solely for our purposes of demonstrating our capabilities or otherwise promoting our business. We may exercise such right at or within our Studio and on or through any publication medium, including websites, mobile apps, blogs, and social media, news and other platforms. We will never sell, monetize or distribute for profit, any Project IP without your prior written consent.

3.4 Credits. If you directly or indirectly publish, distribute or publicly perform the Master Recording Files or the sound recordings therein in or on any publication medium (including streaming platforms), you will include a credit statement in the content on the publication medium. Such credit statement will set forth our applicable tradename and our role that is specific to our involvement as provided in the following examples: “Recorded At Waves & Dreams Productions LLC,” “Written By WavvoDreams,” “Mixed By WavvoDreams,” Mastered By WavvoDreams,” “Composed By WavvoDreams,” “Vocal Arrangements By WavvoDreams,” and/or “Produced By WavvoDreams.”

3.5 Your Personal Items. If you provide any data storage devices or data files connected to or left on our computers or hardware at the conclusion of the Time Slot, you will be responsible for retrieving them before you leave the Studio. For privacy and security purposes, we may destroy or permanently delete all such device and data files immediately following your Time Slot. You will be solely responsible for all other personal items brought to our Studio. We will have no liability for any loss, theft or damage of any personal property brought to our Studio by you or your Guests.

4. STUDIO

4.1 Studio Condition. You will be responsible for any loss, theft or damage of any of our property that is caused by any misuse, negligence, carelessness or intentional wrongdoing of you or your Guests while at our Studio. If you, as a Client, order a Time Slot without our sound engineer, you assume full responsibility for the condition of our Studio upon departure, including cleanliness. You, as a Renter or Subcontractor, assume full responsibility for the condition of our Studio upon departure, including cleanliness. Whether you are a Client, Renter or Subcontractor, you will pay for any expenses or charges that are necessary to return our Studio to the condition provided to you upon your arrival, including costs for cleaning and repairs.

4.2 Conduct. Any violation of these Terms by you or any of your Guests is grounds for immediate termination of these Terms, including any booked Time Slots and Services being rendered to you. Depending upon the severity of the violation (determined in our sole discretion), upon such termination, you and your Guests may be escorted from our Studio, we may retain all Down Payments received, and we may ban you from future use of our Studio. We reserve the right to refuse Service to anyone to avoid or reduce risks to our business, reputation, personnel or assets.

4.3 Smoking; Pets. Smoking of any kind, including cigarettes, marijuana, vape pens and hookahs, is prohibited in all areas of our Studio, including restrooms. You will not bring any type of pet, such as a dog or a cat, in our Studio. If you or any of your Guests violates this Section, we may cancel the Time Slot.

4.4 Surveillance Cameras. The interior of our Studio is equipped with one or more surveillance cameras. These cameras capture video recordings of the environment within their field of vision, including you and any other individuals in their field of vision. These cameras do not record or capture conversations or other audio. The video recordings do not contain biometric information. We do not use facial recognition technology or other methods to identify individuals based on the video recordings. We use the cameras and video recordings for security monitoring of individuals and activities in our Studio.

4.5 Malware. If you are a Renter or Subcontractor, you will not use any of our computer hardware to download, upload, store or activate any data file that contains any virus or other malware.

4.6 Studio Rental. If you are a Renter, you will comply with this Section 4.6.

4.6.1 Guest. You will not leave any Guest unattended in the Studio.

4.6.2 Security Codes. If we provide you with a code (e.g., combination number) to access the Studio or any equipment cabinet or lock of the Studio, you will hold the code in confidence and will not share it with any third party.

4.6.3 Keys. If we provide you with any physical keys to access the Studio or any equipment cabinet or lock of the Studio, you will not create any copies of the keys. If you have not booked any Time Slot for a period of thirty (30) days, we may require you to return the keys to us, and if so, you will return the keys upon our written notice. All keys that we provide to you will remain our property.

4.6.4 Shoes. When entering the Studio, shoes must be removed and placed on the shoe rack.

4.6.5 Drinks. Neither you nor any Guest will bring any liquid-filled cups or open drinking containers into any booth of the Studio. Only bottled drinks are allowed in our booths.

4.6.6 Final Steps. Before leaving the Studio, you will:

(a) power off all equipment except for the power conditioner;

(b) use the vacuum cleaner or wipes to clean up any ashes, crumbs or food anywhere in the Studio;

(c) remove any food from the Studio or its garbage cans, dispose of all food in the main bin outside of the Studio’s building, and replace the garbage bag in the Studio; and

(d) ensure that the Studio’s door is locked.

5. WARRANTY WAIVER, LIABILITY LIMITATION, AND INDEMNIFICATION

5.1 Warranty Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE STUDIO, SERVICES AND RECORDING FILES; AND (B) IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF DATA, OR LOSS OF OR HARM TO PROPERTY OR DATA) INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE STUDIO, SERVICES OR RECORDING FILES OR OTHERWISE RELATING TO THESE TERMS.

5.2 Liability Limitation. OUR MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE STUDIO, SERVICES, RECORDING FILES OR THESE TERMS, REGARDLESS OF THE FORM OF LEGAL ACTION THAT IMPOSES LIABILITY (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT OR OTHERWISE) WILL BE LIMITED TO THE TOTAL FEES THAT YOU PAID TO US TO PURCHASE THE APPLICABLE TIME SLOT TIME OR SERVICES. SUCH LIMIT WILL APPLY IN THE AGGREGATE TO ALL OF YOUR CLAIMS, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND NATURE.

5.3 Indemnification. You agree to indemnify, defend, release and hold harmless, us, and our affiliates, officers, directors, employees, agents and contractors, from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees and costs, relating to or arising out of: (a) any information, materials, works or content that is not provided by us; (b) your violation of these Terms; (c) any violation of applicable law by you or your Guests; (d) any violation or infringement of any third party rights (including intellectual property rights and privacy rights) by you or your Guests; (e) any act, event or omission for which you are responsible under this Agreement; or (d) any negligence, wrongdoing (whether intentional or unintentional), theft, damage, harm, or illegal conduct carried out by you or your Guests at the Studio or on the premises where the Studio is located. Upon our request before or after any court judgment, you will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims. You will cooperate as fully as reasonably requested in our defense of any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any claim otherwise subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.

6. MISCELLANEOUS

6.1 Assignment. You will not assign these Terms, in whole or in part, to any third party. Any purported assignment in violation of this Section will be null and void.

6.2 Waiver. Our delay or failure to exercise or enforce any rights or provisions in these Terms will not prejudice or operate to waive such right or provision.

6.3 Severability. If any part or provision of these Terms is found to be unenforceable under applicable law, such part or provision will be modified to make these Terms, as modified, legal and enforceable. The balance of these Terms will not be affected.

6.4 Notices. All notices under these Terms will be in writing and may be given by personal delivery, nationally recognized courier service, mail, or email to each party’s postal or email address as provided in the applicable Related Document or as otherwise provided in writing to the other Party. Notices will be deemed to have been received upon the earlier of the following: (a) actual receipt; (b) delivery, if delivered personally or by a nationally or internationally recognized courier service; (c) one business day after being deposited with a nationally or internationally recognized courier service for delivery within twenty-four (24) hours; (d) three (3) business days after being deposited in U.S. mail, by registered or certified mail, return receipt requested and postage prepaid; or (e) a manual, non-automated email reply by the recipient of an emailed notice. Any notice relating to any actual or alleged breach, claim, controversy, dispute or violation will be sent at least via the method described in the foregoing subsection (b), (c) or (d).

6.5 Dispute Resolution

6.5.1 Definitions. For the purposes of this Section 8: (a) the term “Dispute” means any dispute, controversy, claim, or cause of action arising out of or relating to: (i) these Terms, the interpretation thereof, or the breach, termination, applicability or validity of these Terms; (ii) the Studio, Services or Project IP; or (iii) any other dispute arising out of or relating to the relationship between you and us; (b) the term "Our Group" means us and our parents, subsidiaries, affiliates, stockholders, directors, officers, employees, agents and contractors; and (c) the term “Your Group” means you and those in privity with you, such as your beneficiaries.

6.5.2 Binding Election of Court of Law or Arbitration.

(a) Action Initiated by Us. If we elect to initiate a legal proceeding arising from a Dispute with you, we will have the right to resolve the Dispute through a court of law under Section 8.5.3 below or through binding arbitration under Section 8.5.4. We will have the right to make this election of court of law or arbitration at our sole discretion.

(b) Action Initiated by You. If you elect to initiate a legal proceeding arising from a Dispute with us, you will provide us with written notice of such Dispute, specifying and describing the Dispute in detail. Within thirty (30) days after receiving such Dispute, we may provide you with a written response and thereafter, you will endeavor to amicably resolve such Dispute with us. If the parties fail to resolve such Dispute within thirty (30) days after our response, you may provide us with written notice of your decision to initiate a legal proceeding. After receiving such notice, we will have the right to select, at our sole discretion, whether such proceeding will occur through a court of law under Section 8.5.3 or through binding arbitration under Section 8.5.4. We may notify you of our selection within ten (10) business days after receiving your notice. If we do not notify you of such selection within such period, you will have the right to resolve the Dispute solely through binding arbitration under Section 8.5.4, not through a court of law.

6.5.3 Court of Law. If any Dispute is to be resolved by a court of law in accordance with Section 8.5.2, the terms of this Section 8.5.3 will apply. The governing law will be the laws of the State of New York, excluding its conflict of law principles. The State and Federal courts located in Kings County of New York will have sole and exclusive jurisdiction over such Dispute. Your Group and the Our Group each hereby waives all claims of immunity from such jurisdiction. Venue for such Dispute will be in Kings County of New York. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH MEMBER OF YOUR GROUP AND OUR GROUP HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN SUCH DISPUTE. THIS WAIVER WILL BE IRREVOCABLE AND PERPETUAL. EACH OF YOU AND US UNDERSTANDS AND ACKNOWLEDGES THAT: (A) IN THE ABSENCE OF THIS SECTION 8.5.3, SUCH PARTY WOULD HAVE HAD A RIGHT TO LITIGATE ACTIONS THROUGH A JURY TRIAL; AND (B) THIS WAIVER IS A SUBSTANTIVE PROVISION BARGAINED BY YOU AND US AS CONSIDERATION FOR ENTERING INTO THESE TERMS.

6.5.4 Arbitration. If any Dispute is to be resolved by arbitration in accordance with Section 8.5.2, the terms of this Section 8.5.4 will apply.

(a) No Lawsuit. No member of the Our Group or Your Group will submit the applicable Dispute to any court of law. Our Group and Your Group hereby forfeit their right to file and litigate a lawsuit in a court of law relating to such Dispute. You understand that, in the absence of this Section 8.5.4, you would have had a right to litigate disputes through a court, including the right, if any and subject to the rules of your jurisdiction, to litigate claims on a class-wide or class-action basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH MEMBER OF YOUR GROUP AND OUR GROUP HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THOSE RIGHTS AND ALL RIGHT TO TRIAL BY JURY IN CONNECTION WITH SUCH DISPUTE. EACH SUCH MEMBER AGREES TO RESOLVE SUCH DISPUTE SOLELY THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 8.5.4. NO PART OF THE ARBITRATION WILL BE CONSOLIDATED WITH ANY OTHER ARBITRATION OR CONDUCTED ON A CLASS-WIDE OR CLASS ACTION BASIS. YOU AGREE AND ACKNOWLEDGE THAT SUCH WAIVER IS A SUBSTANTIVE PROVISION BARGAINED BY YOU AND US AS CONSIDERATION FOR ENTERING INTO THESE TERMS. This arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.

(b) American Arbitration Association. The parties (you and us) may each provide one another with written notice of any intention to initiate arbitration with respect to any Dispute that is subject to arbitration in accordance with Section 8.5.4(a). If you do not amicably resolve or settle such Dispute with us in writing within thirty (30) days after such notice, the notifying party will have the right to submit such Dispute to the American Arbitration Association (“AAA”) for binding resolution. Any such Dispute will be resolved exclusively and finally by the AAA. You and us will agree upon another arbitration forum if AAA ceases all of its operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the applicable Dispute between you and us.

(c) Election of Arbitrator. The parties (you and us) will confer after service of written notice of arbitration to select a single, agreed-upon arbitrator to arbitrate the applicable Dispute. If you are unable to agree with us upon an arbitrator within thirty (30) days after the date of such notice, the AAA will assign an arbitrator. Any decision or award rendered in such arbitration proceeding will be final and binding on Our Group and Your Group, and judgment may be entered thereon only in the State or Federal courts in Kings County of New York.

(d) Substantive Law; Place; Language. In the arbitration, the arbitrator will apply the laws of the State of New York, excluding its conflict of law principles. The location of the arbitration will be in Kings County of New York, and the arbitration will be conducted in the English language.

(e) AAA Contact Information. Information may be obtained from the AAA online at www.adr.org or by calling the phone number or writing to the address specified at such website.

6.6 Limitation on Time to Bring an Action. Regardless of any law to the contrary, any Dispute that you bring, whether through arbitration or otherwise, must be submitted to the AAA or otherwise filed within one (1) year after such Dispute arose. Thereafter, such Dispute will forever be barred.

6.7 Legal Expenses. If any arbitration or lawsuit arises in connection with any Dispute, the party prevailing in such arbitration or lawsuit will have the right to be reimbursed for its attorneys' fees and other legal expenses related to such Dispute, and the non-prevailing party will pay the total amount of such fees and expenses to the prevailing party within thirty (30) days after the decision, award or judgment is issued by the arbitrator or court, as the case may be, regardless of whether such decision, award or judgment is appealable.

6.8 Judicial Modification. If any court deems any provision of these Terms unenforceable because of its scope in terms of area, time, business activities or ownership, such court will have the power to modify such provision, through reductions or limitations thereon or to delete specific words or phrases. In its reduced form, such provision will then be enforceable and will be enforced under applicable law.

6.9 Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of laws principles. If you file any Dispute in any court of law based on the allegation that the arbitration provisions of these Terms are unenforceable or invalid, (a) the courts of the State of New York (state and federal) will have sole and exclusive jurisdiction over such Dispute, (b) you hereby waive all claims of immunity from such jurisdiction, and (c) venue for such Dispute will exclusively be located in the state courts in Kings County of the State of New York or in the United States District Court for the Southern District of New York.

6.10 Independent Contractors. In the performance of these Terms, the parties will at all times act as and be deemed to be independent contractors. Neither party nor any of its employees, agents or officers will be considered an employee, joint venturer, agent or partner of the other Party. Neither party is authorized to assume or create any obligations or responsibilities, express or implied, on behalf of or in the name of the other. Each party’s personnel and employees will at all times be under the exclusive direction and control of such Party.

6.11 Entire Agreement. These Terms, including the Fee Terms and any and all Related Documents, form the entire and complete agreement between the parties hereto. These Terms will supersede all prior or contemporaneous agreements or representations, written or oral, regarding the subject matter hereof. In the event of a conflict between any of these Terms and the terms in any Fee Terms or Related Document, these Terms will control and prevail.

6.12 Contact Information. You may contact us regarding these Terms through our contact page or by emailing us at the following address: contact@wavesdreams.com.

End of General Terms