Node Licensing Policy
Last Update: May 3, 2025
This Node Licensing Policy (“Agreement”) constitutes a legally binding agreement made between you (“Licensee” or "you") and WOW.AI LLC (“WOW!?”), concerning your purchase of a license to the Node software, app, and other associated technology owned by WOW!? ("Node Technology" or “Node”) within the framework of the WOW!? Network or platform (“Network”). Please carefully read this Agreement, along with WOW!?’s Terms of Service, Privacy Policy, and all other documents related to WOW!? or Nodes. Together with this Agreement, these other WOW!? policies and documents form a single binding agreement between us. WOW!? and Licensee may collectively be referred to as “Parties” and individually as “Party”.
PLEASE READ THIS AGREEMENT AND ALL OF THE TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT LICENSEE’S LEGAL RIGHTS. THIS AGREEMENT INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.
BY CLICKING TO ACCEPT THE AGREEMENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OF THE TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE. IF LICENSEE DO NOT AGREE TO THIS AGREEMENT, LICENSEE MAY NOT PURCHASE THE LICENSE TO THE NODE(S) OR RECEIVE DIGITAL REWARDS.
WOW!? reserves the right to change or modify this Agreement at any time and in its sole discretion. WOW!? will alert License about any changes by updating the “Last Updated” date at the beginning of this Agreement, and Licensee waive any right to receive specific notice of each such change. It is License’s responsibility to periodically review this Agreement to stay informed of updates. Licensee’s continued operation of the Node(s) after the date any changes or modifications to this Agreement become effective constitutes Licensee’s acceptance of the revised Agreement and all of the terms incorporated therein by reference. If Licensee does not agree to abide by these or any future Agreement, Licensee must not download and/or operate the Node(s). Without limiting anything set forth elsewhere in Agreement, Licensee agrees that WOW!? shall not be liable to Licensee or any third party as a result of any losses suffered by any modification or amendment of this Agreement or any other WOW!? policy or agreement.
Licensee hereby confirms that he/she is at least 18 years old and meets the minimum age of consent in his/her country. If you are old enough to enter into the licensing agreement for a Node and operate a Node in your country, but not old enough to have authority to consent to our terms, Licensee’s parent or guardian must agree to our terms on his/her behalf and Licensee may only download and operate a Node(s) through a parent or guardian's Account and with their approval and oversight. That account holder is responsible for Licensee’s actions using the Account.
Definitions
“Account” means that account that Licensee must set up on wow.ai.
“Delivery Date” means the date on which WOW!? delivers or gives access to the Node Technology to the Licensee pursuant this Agreement.
“Digital Reward” means the rewards that may be issued to Licensee for operating the Node(s).
“Documentation” means the guidelines, instructions, manuals and/or other documents relating to the Node Technology and/or its use that are updated from time to time and made available via WOW!?’s website or directly from WOW!?
“License Date” means the date in which Licensee pays the License Fee.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
"License Fee" means the total non-refundable fee agreed upon by the Licensee and WOW!? for the Node Technology, as set forth in the Licensee’s Account or, if applicable, as set forth in the Node Licensing Contract.
“Local Environment” means the IT network and systems operated by the Licensee.
"Local Environment Specifications" means the minimum specifications which the Local Environment must meet to support the installation and running of the Node Technology, as set out in the Documentation.
“WOW!? Management Fee” shall mean the fee that WOW!? shall charge Licensee to manage the Node(s).
Grant of License
Subject to the payment by the Licensee of the License Fee, the restrictions set out in this Section 2 and the other terms and conditions of this Agreement, WOW!? hereby grants to the Licensee a non-exclusive, non-sublicensable, non-transferable revocable license to use the Validator Node Technology for the Licensee’s personal use only. Licensee may not sell, reproduce, or modify the license granted unto them, without WOW!?’s written consent.
Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, the Licensee shall not:
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Node Technology or any part of it; or
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Node Technology (as applicable) in any form or media or by any means except to the extent expressly permitted under this Agreement.
The Licensee shall not:
access all or any part of the Node Technology in order to build a product or service which competes with WOW!? or the Node Technology;
use the Node Technology for the benefit of any person other than the Licensee; or iii. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Node Technology available to any third party.
The Licensee shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Node Technology and/or the Documentation and, in the event of any such unauthorized access or use, Licensee shall promptly notify WOW!?.
The Licensee acknowledges and agrees that it is and shall remain solely responsible for determining whether it is permitted, under applicable laws, to access and use the Node Technology as contemplated by this Agreement.
Node Technology
There are no representations or guarantees as to Node Technology performance regarding Digital Rewards. Buyer understands and agrees that Digital Rewards are not guaranteed and, if any such reward is produced, such reward amount shall not be consistent and may fluctuate.
WOW!? does not warrant that the Licensee's use of the Node Technology will be uninterrupted or error-free; or that the Node Technology, Documentation, Specification and/or any other information obtained by the Licensee through the Node Technology will meet the Licensee's requirements.
This Agreement shall not prevent WOW!? from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
Delivery of the Node Technology and Documentation may not be immediate, and Licensee agrees and understands that such delivery may take two to three months from the License Date.
Delivery and Deployment
Once Licensee receives the Node Technology, the Licensee will be responsible for hosting and running each Node Technology itself to receive rewards. Licensee may choose to have WOW!? manage their Node(s). If Licensee wants WOW!? to manage the Node(s), Licensee must register for WOW!? Node management via their Account. The WOW!? Management Fee shall be set forth in Licensee’s Account.
Upon execution of this Agreement, and in accordance with the terms of this Agreement, WOW!? has the full capacity to authorize and license the Node Technology as described herein.
WOW!? does not warrant that the Node Technology will be free from defects in material and workmanship. WOW!? will not be liable for any issues or damages arising from the Licensee's misuse of the Node Technology or failure to comply with the provided installation and operational guidelines and Documentation.
Licensee warrants that they will comply in all respects with the terms and conditions of this Agreement as well as compliance with local, state, and international laws. Licensee bears sole responsibility in any violation constituting any illegal act with the use of the Node Technology and in no case shall such violation be attributable to WOW!?. Nothing in this Agreement shall be deemed as a warranty by Licensee in the grant of use of the Node Technology.
Licensee’s obligations
The Licensee shall:
Create an Account.
Install and operate the Node Technology in the Local Environment in accordance with the Documentation.
Ensure that the Local Environment complies at a minimum with the Local Environment Specifications.
Maintain the security and confidentiality of all private keys, tokens, or other sensitive information associated with the Node Technology.
Be responsible for the ongoing costs and fees associated with operating and hosting the Node on the Network.
Provide WOW!? with all necessary cooperation in relation to this Agreement and all necessary access to such information as may be required by WOW!? to comply with its obligations under this Agreement.
Comply with all applicable laws and regulations with respect to its activities under this Agreement.
Implement security procedures to prevent unauthorized use or misuse of the Node Technology or use of the Node Technology by anyone other than Licensee.
Carry out all other Licensee responsibilities set out in this Agreement in a timely and efficient manner.
Not allow the Node Technology to be used by anyone other than his or herself except with the express prior written consent of WOW!?.
Licensee accepts and agrees to be bound by WOW!?’s Terms of Service at https://WOW!?.ai/tos and all WOW!? policies found at https://docs.WOW!?.ai/. (collectively referred to as the “Policies”).
The Licensee shall immediately cease use of the Node Technology if it is notified by WOW!?, or otherwise becomes aware of, or suspects, a security breach of the Node Technology. The Licensee shall immediately notify WOW!? of such a breach of security. The Licensee also agrees to allow WOW!? to update the Node Technology to address any breaches or other technical issues. License acknowledges and agrees that WOW!? has the right to update or modify the Node Technology from time to time to address breaches or for any other reason, at its sole discretion (each instance, an "Update") and that Licensee is required to implement such Updates.
Licensee shall be responsible for any applicable taxes as a result of their licensing of the Node Technology and/or receipt of Digital Rewards or arising out of or in connection with this Agreement.
The Licensee agrees not to:
Reverse engineer, decompile, or disassemble the Node Technology;
Use the Node Technology for any purpose other than as expressly permitted in this Agreement;
Transfer or sublicense the rights granted herein without the prior written consent of WOW!?;
Engage in any activity that may interfere with or disrupt the network, platform or WOW!?’s business.
Proprietary Rights
The Licensee acknowledges and agrees that WOW!? (or its licensors, if applicable) own all Intellectual Property Rights in the Node Technology and the Documentation. Except as expressly stated herein, this Agreement does not grant the Licensee any Intellectual Property Rights to, or in, or licenses in respect of, the Node Technology, Documentation or any part of them.
If and to the extent that the Licensee obtains any Intellectual Property Rights in the Node Technology or the Documentation, the Licensee assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to WOW!? and waives all moral rights in respect of the same.
WOW!? shall do and execute, or arrange for the doing and executing of, each necessary act, document anything that WOW!? may consider necessary or desirable to perfect the right, title and interest of WOW!? in and to the Intellectual Property Rights in the Node Technology and/or Documentation.
Confidential Information
"Confidential Information", shall mean the Node Technology, Documentation, and terms and conditions of this Agreement. Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person or other entity. Licensee shall use reasonable measures to safeguard and protect the Confidential Information from theft, piracy, or unauthorized access. Licensee acknowledges and agrees that in the event of the Licensee's breach of this Agreement, WOW!? will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, WOW!? shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy WOW!? may have.
Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the Licensee;
was in the Licensee's lawful possession before the disclosure;
lawfully disclosed to the Licensee by a third party without restriction on disclosure;
is independently developed by the Licensee, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Licensee shall notify WOW!? immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Licensee and shall fully cooperate with WOW!? to help WOW!? regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.
This Section 7 shall survive termination of this Agreement.
Termination
This Agreement may be terminated by either party under the following circumstances:
If the other party breaches any material term of this Agreement and fails to remedy such breach within 15 days after written notice.
If either party becomes insolvent, bankrupt, or is subject to liquidation.
Upon termination, the Licensee shall immediately cease using the Node, and any unpaid fees or amounts shall become due and payable. Notwithstanding the foregoing, Licensee understands and agrees that the License Fee is non-refundable.
Indemnification
Licensee agrees to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless WOW!?, and its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the "Company Parties"), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) Licensee’s use or misuse of the Node Technology or Documentation (b) Licensee’s violation or breach of any term of this Agreement or applicable law, (c) Licensee’s violation of the rights of or obligations to a third party, including third party intellectual property rights, data breaches, or violations of laws, (e) Licensee’s negligence or willful misconduct, and (f) any claims from third parties arising out of or relating to Licensee’s use of the Node Technology or Documentation. Licensee agrees to promptly notify WOW!? of any Claims and cooperate with the Company Parties in defending such Claims. Licensee further agrees that the Company Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN LICENSEE AND WOW!?.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE AGREES THAT IN NO EVENT WILL WOW!? BE LIABLE TO LICENSEE OR ANY THIRD PARTY (A) FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WOW!? OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERY, USE, OR PERFORMANCE OF NODE TECHNOLOGY OR DOCUMENTATION. ACCESS TO, AND USE OF, THE NODE TECHNOLOGY OR DOCUMENTATION ARE AT LICENSEE’S OWN DISCRETION AND RISK, AND LICENSEE AGREES TO BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA RESULTING THERE FROM OR HOWEVER THEY ARISE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM AGGREGATE LIABILITY OF WOW!? FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID TO WOW!? BY LICENSEE UNDER THIS AGREEMENT; OR (B) ONE THOUSAND DOLLARS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
KEY TERMS, RISKS + LICENSEE ACKNOWLEDGMENTS
A precondition for licensing of the Node Technology is that the Licensee acknowledges and agrees to certain key terms and conditions as well as specific and more general risks related to: Digital reward features, Node Technology, and the impact of related blockchains and third parties;
GENERAL CRYPTO RISKS. Licensee hereby acknowledges and agrees that:
Non-refundable Licensee Fee: There is no ‘cooling off’ period or right to cancel or withdraw of the Licensing Fee of Node Technology. A blockchain Node Technology licensing from WOW!? is non-refundable and non-transferable.
The ‘cryptoeconomy’ is rapidly evolving and prone to periods of intense volatility which could impact the Network and the issuance of Digital Rewards related to the Node Technology.
Novel risks: Blockchain technologies are cutting-edge and that there are numerous risks involved in addition to those discussed herein, including but not limited to unforeseen developments that may increase or give rise to novel market, technology, legislative and regulatory risks.
Network changes: Network and all aspects of its operation, including the issuance of Digital Rewards, may be changed or modified without my consent or approval through processes including, but not limited to, token holder governance proposals and implementation.
DIGITAL REWARDS – LIMITATIONS AND RISKS
Digital Reward technology could be pending: Licensee agrees and understands that the technology required to produce Digital Rewards may not be complete and ready for delivery at the time Licensee licenses a Node Technology. The Node Technology may not earn Digital Rewards for an extended period of time, and, if the technology is never successfully developed, Licensee may never earn Digital Rewards.
No guarantee of Digital Rewards: Licensee agrees and understands that there is no guarantee that operating the Node Technology will result in Digital Rewards, even if the Node Technology is operating as intended.
Digital Rewards depend on external factors: Licensee agrees and understands that the frequency and amount of any earned Digital Reward depends almost entirely upon external factors including, but not limited to, demand for and usage of the Network.
No Digital Reward distribution: Licensee agrees and understands that any Digital Reward earned by a licensed Node Technology may not be distributed by WOW and that Licensee is not relying on WOW for any additional action or efforts to earn Digital Rewards.
Limited authority: Licensee agrees and understands that no person acting or purporting to act on behalf of Licensor has the authority to represent or warrant that Licensee will earn Digital Rewards and that such Digital Rewards will have liquidity, value, or otherwise create a profit opportunity for the Licensee.
UTILITY AND COMMUNITY-DRIVEN NATURE. Licensee acknowledges and agrees that:
Nodes are not investment products: Node Technology are sold without any expectation of profit or financial gain. Operating a Node is a means of supporting the network and its utility, not a vehicle for speculative financial returns.
Decentralized and community-driven: Blockchains and Networks are decentralized systems governed by the collective contributions of their communities. Success and functionality depend on active participation and collaboration.
Limited value of Digital Rewards outside the network: Any Digital Rewards earned may have limited or no value outside of the blockchain platform they are associated with and are intended to be used within the network’s ecosystem.
NODE TECHNOLOGY. Licensee acknowledges and agrees that:
Delivery of the Node Technology: Delivery may not be immediate but could take from one to three months from the Licensing Date.
Control of Node Technology: Licensee represents and warrants that Licensee is in control of the blockchain Node Technology, including that the Node Technology will not execute any action, or series of actions, without Licensee’s instructions.
Fees for connecting Node Technology: There may be fees, including but not limited to maintenance, transaction, or network fees, to connect the Node Technology to the Network, and that Licensee is solely responsible for the payment of such fees.
Security breaches, bugs and software risks: The Network, and any blockchains, smart contracts, software or similar processes that Node Technology might interact with, could suffer from security issues, bugs and/or software errors that could negatively affect a licensed Node Technology’s performance, its ability to receive Digital Rewards (as described above) and result in irretrievable loss of some or all earned Digital Rewards.
Blockchain dependence: The Network may interact with or depend upon one or more blockchains for operation and certain events including, but not limited to, software upgrades, protocol changes, extended downtime, malicious acts, and software errors which occur on these blockchains may negatively affect the Network and impact the issuance of Digital Rewards, including to the licensed Node Technology.
Third party dependence: The Network, the Node Technology, and any other related hardware or software may depend upon third parties for their maintenance and operation, and that WOW!? is not responsible for any act of any third party which may affect the Network and/or Node Technology and/or issuance of Digital Rewards.
Digital assets, Nodes, and related products and services carry significant risks. Licensee should take into account all of the above and assess the nature of, and their own appetite for, relevant risks independently and consult your advisers before making any decisions. Licensee should consult a lawyer, accountant, tax professional and/or any other professional advisors as necessary prior to determining whether to license nodes and/or engage with WOW!? related projects, services, applications or protocols.
LICENSEE ACKNOWLEDGMENTS. Licensee acknowledges and agrees that it has read, understood, and agreed to WOW!?’s Policies found on https://docs.wow.ai/.
LICENSEE MUST NOT AGREE TO THIS AGREEMENT if Licensee does not feel that it has had the opportunity to solicit or review all information necessary and/or material to its decision to license the Node Technology.
IF ANY PERSON TOLD THE LICENSEE THAT LICENSEE COULD MAKE A PROFIT FROM THE NODE TECHNOLOGY OR FROM THE DIGITAL REWARDS EARNED BY THE NODE TECHNOLOGY LICENSED PURSUANT TO THIS AGREEMENT, LICENSEE MUST DO THE FOLLOWING:
• Notify WOW!? immediately of the name of the person and what such person told Licensee with regards to the Node Technology;
• Only execute this Agreement and complete the licensing of the Node Technology if Licensee understands and agrees that the above acknowledgments may directly contradict such person’s representations and that the above acknowledgments control and supersede such person’s representations.
Notices
Any notice required to be given under this Agreement shall be in writing and shall be sent by email to:
If to Licensee, to the email address Licensee provided in the Account.
If to the Licensor, to legal@wow.ai.
Force Majeure
WOW!? shall not be liable for any failure to perform its obligations under this Agreement due to causes beyond WOW!?’s control, including, but not limited to: acts of God, fire, flood, drought, earthquake, volcanic eruption or other catastrophes or calamities, strikes or combination of workmen, lockouts or other labor disturbances; any law, order, regulation, or governmental action, national emergencies, insurrections, rebellions, riots, wars (declared or not), hostilities or belligerence, blockade, revolution or any other public disorder; unavailability of internet connectivity; however, WOW!? shall use commercially reasonable efforts to eliminate such events whenever practicable.
Arbitration Clause
Applicability of Arbitration Agreement. Licensee agrees that any dispute, controversy, or claim relating in any way to this Agreement, Node Technology, or Documentation (each a “Dispute” and collectively, the “Disputes”), will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such Dispute except that (1) Licensee or WOW!? may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) Licensee or WOW!? may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
Dispute Resolution Process. The Parties agree to first attempt in good faith to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. Licensee must initiate this dispute resolution process by sending a letter describing the nature of its claim and desired resolution to: WIW.AI LLC, Attn: Legal Department, 151SanFrancisco #200, San Juan, Puerto Rico 00911. The dispute resolution process commences upon the receipt of the above mentioned written notice. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If Licensee is represented by counsel, Licensee’s counsel may participate in the Conference as well, but Licensee agree to fully participate in the Conference. Likewise, if WOW!? are represented by counsel, its counsel may participate in the Conference as well, but WOW!? agree to have a company representative fully participate in the Conference (WOW!?’s in-house counsel qualifies as a company representative). The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the informal dispute resolution process and Conference required by this paragraph. If the Parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, Licensee must send a letter requesting arbitration and describing Licensee’s claim to the address mentioned in subsection b of this Section (“Dispute Resolution Process”). The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website: www.adr.org. The parties will mutually select one arbitrator. The arbitration will be conducted in English in San Juan, Puerto Rico. Licensee’s arbitration fees and Licensee’s share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon the Parties. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the Commonwealth of Puerto Rico. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute. ANY CAUSE OF ACTION OR CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NODE TECHNOLOGY OR DOCUMENTATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver of Jury Trial. LICENSEE AND WOW!? HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Licensee and WOW!? are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the first subsection of this Section (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PERSON OR ENTITY. Accordingly, under the arbitration procedures outlined in this Section, an arbitrator shall not combine or consolidate more than one party's claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, Licensee and WOW!? agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in San Juan, Puerto Rico. All other claims shall be arbitrated.
Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of the relationship between the Parties.
Governing Law and Venue
This Agreement and Licensee’s use of the Node Technology and Documentation shall be governed by and construed and enforced in accordance with the laws of the jurisdiction in which the WOW!? is located (“Territory”) without regard to conflict of law rules or principles of any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in the Arbitration Agreement above or cannot be heard in small claims court, shall be resolved in the courts of the Territory.
Miscellaneous
Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether made negligently or innocently and whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement
Amendments. No amendment or modification of this Agreement shall be valid unless made in writing and executed by both Licensee and WOW!?.
Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.
Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect
No waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Assignment. WOW!? may assign or transfer its rights and obligations under this Agreement for any reason, at any time, without notice to, or consent from, Licensee.
No partnership. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
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