Effective Date: March 13, 2026
This Terms of Service Agreement (the “Agreement”) governs your access to and use of the products, services, websites, and platforms provided by Smart Wave Marketing (“Smart Wave Marketing,” “we,” “us,” or “our”). Please read this Agreement carefully, including the mandatory arbitration clause and class action waiver in Section 15.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, DISPUTES BETWEEN YOU AND SMART WAVE MARKETING MUST BE RESOLVED BY INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.
By accessing or using any website, application, account, dashboard, tools, products, or services provided by Smart Wave Marketing (collectively, the “Services”), you agree to be bound by this Agreement and our Privacy Policy, which is incorporated by reference. If you do not agree to this Agreement, you may not access or use the Services.
If you are using the Services on behalf of a company, organization, or other legal entity (“Organization”), you represent and warrant that you have the authority to bind that Organization to this Agreement, and “you” will refer to both you as an individual and the Organization.
You may use the Services only if you (a) are at least the age of majority in your jurisdiction and legally capable of entering into a binding contract, and (b) are not barred from using the Services under applicable law. You may not use the Services if you are located in a jurisdiction where access or use is prohibited by law or regulation.
To use certain features of the Services, you may be required to create an account and provide current, accurate, and complete information. You agree to maintain and promptly update this information so that it remains accurate and complete at all times.
You are solely responsible for maintaining the confidentiality and security of your login credentials and for all activities occurring under your account. You must promptly notify Smart Wave Marketing of any unauthorized use of your account or any other security breach. Smart Wave Marketing is not liable for any loss or damage arising from your failure to safeguard your credentials or account.
Smart Wave Marketing provides marketing strategy, implementation, consulting, and related services, which may include digital advertising, funnel building, marketing automation, analytics, and other services described in a separate order form, statement of work, or subscription plan (each, an “Order”). The scope, fees, and term for specific Services will be as set forth in the applicable Order, which is incorporated into this Agreement by reference.
You acknowledge that marketing results depend on numerous factors outside of Smart Wave Marketing’s control, including your products and services, pricing, sales processes, market conditions, competition, and advertising budgets. ACCORDINGLY, SMART WAVE MARKETING MAKES NO GUARANTEE OR WARRANTY OF ANY SPECIFIC RESULTS, REVENUE, LEADS, CONVERSIONS, OR RETURN ON INVESTMENT.
5.1 Fees. You agree to pay all fees specified in the applicable Order or subscription plan (the “Fees”). Unless otherwise stated in writing, all Fees are quoted and payable in U.S. dollars and are non-refundable except as required by law or expressly provided in this Agreement.
5.2 Automatic Billing. By providing a payment method, you authorize Smart Wave Marketing (and our third‑party payment processors) to charge your payment method for all Fees incurred in connection with your account, including recurring subscription Fees, retainer Fees, and any usage-based charges, on or about the scheduled billing date. Recurring Services will automatically renew for successive terms unless canceled in accordance with Section 10.
5.3 Late Payments. If any Fees are not received when due, Smart Wave Marketing may, without limiting any other rights or remedies, (a) suspend or terminate your access to the Services, and/or (b) charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys’ fees.
5.4 Taxes. Fees are exclusive of all taxes, levies, and duties, and you are responsible for all such amounts (other than taxes based on Smart Wave Marketing’s net income). Where required by law, Smart Wave Marketing will collect and remit applicable taxes and may adjust invoices accordingly.
You agree to: (a) provide timely access to personnel, information, accounts, creative assets, and platforms necessary for Smart Wave Marketing to perform the Services; (b) review and approve deliverables in a timely manner; and (c) comply with all applicable laws, regulations, and industry guidelines, including those related to advertising, privacy, and data protection.
You may not use the Services to: (a) engage in any deceptive, misleading, or unlawful marketing; (b) infringe or misappropriate any intellectual property or other rights of any third party; (c) transmit spam, unsolicited communications, or content that is defamatory, obscene, hateful, or otherwise objectionable; or (d) interfere with or disrupt the integrity or performance of the Services or any third‑party systems or networks.
7.1 Smart Wave Marketing Materials. As between the parties, Smart Wave Marketing owns all rights, title, and interest in and to the Services, including all software, tools, templates, methodologies, processes, documentation, and other materials provided or used by Smart Wave Marketing (collectively, the “Smart Wave Materials”), together with all related intellectual property rights. Except for the limited rights expressly granted to you in this Agreement, no license or other rights are granted by implication or otherwise.
7.2 Your Content. You retain ownership of all content, data, creative assets, branding, and materials that you provide to Smart Wave Marketing or that are generated from your systems or accounts (“Client Content”). You grant Smart Wave Marketing a non‑exclusive, worldwide, royalty‑free license to use, reproduce, modify, display, distribute, and create derivative works from Client Content solely for the purpose of providing the Services and improving our offerings (in de‑identified or aggregated form, where applicable). You represent and warrant that you have all necessary rights in Client Content to grant this license.
Each party may receive or have access to information that is confidential or proprietary to the other party, including business plans, strategies, financial information, technical data, trade secrets, and non‑public information about customers and vendors (“Confidential Information”). Each party agrees to use the other party’s Confidential Information only for purposes of performing this Agreement and to protect such information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.
Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction prior to disclosure; (c) is received from a third party who did not acquire or disclose such information in violation of any legal or contractual obligation; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. A party may disclose Confidential Information to the extent required by law or legal process, provided it gives reasonable notice (where legally permitted) and cooperates with any efforts to limit or protect such disclosure.
The Services may integrate with or rely on third‑party platforms, tools, and services (such as ad networks, CRM systems, payment processors, and analytics providers). Your use of any third‑party service is subject to that provider’s separate terms and policies, and Smart Wave Marketing is not responsible for the acts or omissions of such third parties. You authorize Smart Wave Marketing to access, use, and manage third‑party accounts and services on your behalf as reasonably necessary to deliver the Services.
10.1 Term. This Agreement commences on the date you first access or use the Services or execute an Order and continues until all Orders and subscriptions have expired or been terminated, unless earlier terminated in accordance with this Section 10.
10.2 Renewal and Cancellation. Unless otherwise stated in the applicable Order, subscriptions automatically renew for successive periods equal to the initial term. You may cancel renewal for the next term by providing Smart Wave Marketing with written notice at least thirty (30) days before the end of the then‑current term, or such other period specified in the Order. Cancellation will be effective at the end of the current term, and you remain responsible for all Fees through that date.
10.3 Suspension or Termination by Smart Wave Marketing. Smart Wave Marketing may immediately suspend or terminate your access to the Services or any Order if: (a) you fail to pay any Fees when due; (b) you materially breach this Agreement and do not cure such breach within ten (10) days after written notice; or (c) Smart Wave Marketing reasonably believes your use of the Services may cause harm, violate law, or jeopardize the security or integrity of the Services or third‑party systems.
10.4 Effect of Termination. Upon expiration or termination of this Agreement or any Order: (a) your right to access and use the applicable Services will immediately cease; (b) you will promptly pay all outstanding Fees due through the effective date of termination; and (c) upon written request and subject to applicable law, each party will return or destroy the other party’s Confidential Information in its possession, except that Smart Wave Marketing may retain archival copies for legal, compliance, or backup purposes.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SMART WAVE MARKETING EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SMART WAVE MARKETING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE, OR THAT ANY MARKETING RESULTS, LEADS, OR REVENUE WILL BE ACHIEVED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SMART WAVE MARKETING BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SMART WAVE MARKETING’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO SMART WAVE MARKETING UNDER THE ORDER GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
You agree to indemnify, defend, and hold harmless Smart Wave Marketing, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) Client Content or any products or services you market, sell, or provide; (c) your violation of this Agreement or any applicable law or regulation; or (d) your infringement or misappropriation of any third‑party rights. Smart Wave Marketing reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.
This Agreement and any dispute arising out of or relating to it or the Services will be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice‑of‑law or conflict‑of‑law rules that would result in the application of the laws of any other jurisdiction, except that the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration agreement in Section 15.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH SMART WAVE MARKETING THROUGH BINDING ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
15.1 Agreement to Arbitrate. Except as expressly provided in Section 15.4 (Small Claims) and Section 15.5 (Injunctive Relief), you and Smart Wave Marketing agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between you and Smart Wave Marketing (collectively, “Disputes”) will be resolved exclusively through final and binding arbitration, rather than in court, before a single arbitrator. You and Smart Wave Marketing are each waiving the right to a jury trial or to participate in a class action, class arbitration, or representative proceeding.
15.2 Arbitration Rules and Procedures. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where appropriate, the AAA’s Supplementary Procedures for Consumer‑Related Disputes (collectively, the “AAA Rules”), as modified by this Section 15. The arbitration will be conducted in English and will take place in San Francisco County, California, unless we mutually agree otherwise. The arbitrator will have exclusive authority to resolve all threshold arbitrability issues, including issues relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this Section 15 is void or voidable.
15.3 Class Action Waiver. YOU AND SMART WAVE MARKETING 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, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 15 (EXCEPT FOR THIS SENTENCE) WILL BE NULL AND VOID AND THE DISPUTE MUST BE BROUGHT IN A COURT OF COMPETENT JURISDICTION, NOT IN ARBITRATION.
15.4 Small Claims Court. Notwithstanding the foregoing, either party may bring an individual action in a small claims court that has jurisdiction over the claim, provided that the matter remains in such court and proceeds on an individual (non‑class, non‑representative) basis.
15.5 Injunctive and Equitable Relief. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or proprietary data, without waiving the right to arbitration of any other Disputes under this Section 15.
15.6 Time Limit to Bring Claims. To the maximum extent permitted by law, any Dispute must be filed within one (1) year after the event giving rise to the Dispute occurred; otherwise, such Dispute is permanently barred, which means that you and Smart Wave Marketing will not have the right to assert the claim.
Smart Wave Marketing may modify, suspend, or discontinue any part of the Services at any time, with or without notice, provided that we will not materially reduce the core functionality of any paid subscription during the then‑current term without providing comparable value or a pro‑rata refund, at our discretion. We may also update this Agreement from time to time. If we make material changes, we will provide notice (for example, by posting the updated Agreement on our website or sending an email). Your continued use of the Services after the effective date of the updated Agreement constitutes your acceptance of the changes. If you do not agree to the updated Agreement, you must stop using the Services.
17.1 Entire Agreement. This Agreement, together with all Orders and any documents expressly incorporated by reference, constitutes the entire agreement between you and Smart Wave Marketing with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written.
17.2 Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without Smart Wave Marketing’s prior written consent. Smart Wave Marketing may freely assign or transfer this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or to any affiliate, without your consent. Any prohibited assignment is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
17.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
17.4 No Waiver. No waiver of any term or provision of this Agreement will be effective unless in writing and signed by an authorized representative of the waiving party. A party’s failure to enforce any right or provision will not be deemed a waiver of such right or provision.
17.5 Notices. All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by email with confirmation of transmission, or sent by a nationally recognized overnight courier to the addresses provided by each party. Notices to Smart Wave Marketing should be sent to the contact details listed on our website or as otherwise specified in your Order, with a copy to [email protected] (or such updated email address as we may designate).
17.6 Independent Contractors. The relationship between you and Smart Wave Marketing is that of independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
Legal Disclaimer. This Terms of Service Agreement is provided for general informational and contractual purposes between you and Smart Wave Marketing and does not constitute legal advice. You should consult your own legal counsel regarding your rights and obligations and to ensure that this Agreement, as implemented in your jurisdiction and for your use case, satisfies your legal and regulatory requirements.