Terms of Use

1. Acceptance of Terms

By accessing or using the Wave2Wave.io Customer Sales Portal (the "Portal") you ("Customer") agree to be bound by these Terms of Use ("Terms"). If Customer has executed a separate written agreement with Wave2Wave.io ("Seller") governing the purchase of products or services (e.g., an MSA), that agreement controls in case of conflict; otherwise these Terms apply. If Customer does not agree, do not use the Portal.

2. Eligibility & Account Administration

1. B2B Only. The Portal is intended solely for commercial customers. Consumer transactions are not permitted.
2. Authorized Users. Customer shall restrict access to employees or agents who (a) have a need to transact on Customer's behalf and (b) are bound to comply with these Terms.
3. Credentials & Security. Customer is responsible for (a) maintaining the confidentiality of usernames, passwords, API keys, or SSO tokens, (b) all activities under those credentials, and (c) notifying Seller immediately of any unauthorized use or security incident.

3. Orders, Quotes & Contract Formation

1. Quotes. Prices shown in the Portal or in emailed quotations are in U.S. Dollars, exclusive of taxes, and valid for the period stated (default 30 days).
2. Purchase Orders. Submitting an order through the Portal or issuing a signed purchase order ("PO") constitutes an offer to buy under these Terms. Orders become binding only when Seller issues a Sales Order Acknowledgement or ships Product.
3. Non‑Cancellable / Non‑Returnable (NCNR). Custom or specially‑procured items are NCNR once the PO is accepted.
4. Changes & Cancellations. Customer may request changes only in writing. Seller may accept or reject requests at its discretion and may charge reasonable costs already incurred.

4. Payment Terms

1. Unless otherwise agreed in writing, invoices are Net 30 days from invoice date, subject to credit approval and limits.
2. Late balances accrue 1.5% interest per month (or the maximum lawful rate).
3. Customer shall pay all applicable sales, use, VAT, GST, or similar taxes, import duties, and brokerage fees unless a valid exemption certificate is provided.
4. Payments must be made free of any withholding taxes; if withholding is required, Customer shall gross‑up amounts so Seller receives the full invoiced value.

5. Shipping, Title & Risk of Loss

Shipping terms default to FOB Origin (Incoterms® 2020, Seller's facility, Fremont, CA) unless otherwise agreed. Title and risk transfer when goods are delivered to the first carrier.

6. License & Permitted Use of the Portal

Seller grants Customer a non‑exclusive, non‑transferable, revocable license to (a) configure quotes, (b) place orders, (c) track shipments, and (d) download invoices/documents solely for Customer's internal business purposes. Reverse engineering, scraping, penetration testing, or resale of Portal access is prohibited.

7. Proprietary Rights

All intellectual‑property rights in the Portal, its underlying software, and any content provided by Seller (except Customer data) remain the sole property of Seller or its licensors. No rights are granted except as expressly stated.

8. Customer Data & Privacy

1. Customer retains all rights in data uploaded to or generated within the Portal ("Customer Data").
2. Seller will process Customer Data in accordance with the Company Privacy Policy and any applicable data‑processing addendum.
3. Each party shall comply with applicable data‑protection laws (e.g., GDPR, CCPA).

9. Confidentiality

Information disclosed through the Portal that is marked or reasonably understood to be confidential ("Confidential Information") shall be kept confidential and used only to fulfill the parties' business relationship. Exclusions include information that is (a) publicly available without breach, (b) independently developed, or (c) rightly received from a third party without restriction.

10. Export Compliance

Products, software, and technical data may be subject to U.S. Export Administration Regulations and other laws. Customer shall not export, re‑export, or transfer controlled items without required licenses and will not use the Products in prohibited end‑uses (e.g., weapons, nuclear).

11. Warranty; Disclaimers

Products are warranted only as expressly stated in Seller's Limited Warranty accompanying the Products. THE PORTAL IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT. Seller does not warrant uninterrupted or error‑free Portal operation.

12. Limitation of Liability

IN NO EVENT will Seller be liable for (a) indirect, incidental, special, or consequential damages, (b) loss of profits, revenue, or data, or (c) aggregate damages exceeding the amount paid by Customer for the specific order giving rise to the claim, even if advised of the possibility of such damages. These limits apply to the fullest extent permitted by law.

13. Indemnification

Customer agrees to defend, indemnify, and hold harmless Seller and its affiliates against claims, damages, and expenses arising from (a) Customer's breach of these Terms, (b) misuse of the Portal, or (c) violation of applicable law by Customer or its Users.

14. Suspension & Termination

Seller may suspend or terminate Portal access immediately (a) for material breach, (b) if any invoice is past due, (c) if Customer becomes insolvent, or (d) to comply with law. Sections 7–13 and 16–17 survive termination.

15. Governing Law & Venue

These Terms are governed by the laws of the State of California, USA, without regard to conflict‑of‑law rules. The parties consent to exclusive jurisdiction in the state and federal courts in San Mateo County, California.

16. Changes to Terms

Seller may modify these Terms by posting an updated version in the Portal. Continued use after the effective date constitutes acceptance. Material changes will be flagged via email or Portal notice at least 30 days in advance where required by law.

17. Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control (e.g., natural disasters, labor disputes, supplier failures, government actions).

18. Notices

Legal notices must be in writing and delivered by (a) personal delivery, (b) certified U.S. mail (return receipt requested), or (c) overnight courier to:

Notice to Customer will be sent to the billing address or email on file.

19. Entire Agreement; Severability; Waiver

These Terms, together with any Credit Agreement, MSA, or PO Acknowledgement, constitute the entire agreement regarding Portal use. If any provision is held unenforceable, the remainder remains in effect. Seller's failure to enforce any right is not a waiver.