Terms of Service

These Service Terms govern your use of all Services provided by Wavefront to you, all Confidential Information provided to Wavefront by you or to you by Wavefront, and all Intellectual Property Rights developed by you or Wavefront arising from the provision of such Services or the exchange of such Confidential Information.  Should there exist a separate non-disclosure agreement between you and Wavefront, that separate non-disclosure agreement prevails.

Wavefront reserves the right to update these Service Terms at any time without notice to you. The most current version of these Service Terms can be reviewed on the Wavefront website here: http://www.wavefront.ca/accelerator/docs/wavefront-service-terms.html.

  1. Background

Wavefront is a not-for-profit society committed to drive the growth of wireless companies in Canada, and improve their global competitiveness and productivity, and to create high value technology and business jobs and improve the quality of life for Canadians.  Wavefront offers a variety of services to developers, device manufacturers, mobile operators, enterprises, government organizations and others involved in the wireless industry, including testing and accreditation services, training services, engineering services, bookkeeping and accounting services, and other advisory services directly and/or in cooperation with trusted industry partners to help drive commercial acceleration of business, technology, innovation and opportunities for companies in Canada.

  1. Defined Terms

Certain capitalized terms having the meanings specified in Exhibit A below.

  1. Services
    1. Wavefront will use commercially reasonable efforts to provide any Services which you order in a Service Order Form such as separate agreements that include a statement of work and explicitly incorporate by reference these Service Terms, but Wavefront and its Representatives do not accept any liability if Wavefront is unable to provide the Services or if the Services are delayed or contain errors.  The provision of Services is subject to the limitation of liability terms specified below.  Wavefront reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, any or all of the Services (or any part thereof) with or without notice.
    2. For the Services you will pay to Wavefront the fees specified in the Service Order Form, or otherwise specified at the time that you order the Services.  If no such fees are specified, you will pay for the Services at the rates then charged by Wavefront for such Services.
    3. You will reimburse Wavefront for all reasonable out-of-pocket expenses incurred by Wavefront in providing the Services.  If employees or subcontractors of Wavefront are required to provide Services at locations other than at the premises of Wavefront, reasonable expenses will include all reasonable travel, accommodation and food expenses of such employees or subcontractors.  For such expenses, Wavefront will submit supporting documentation to you.
    4. You will pay to Wavefront all taxes applicable to the Services, including but not limited to GST or HST, as applicable.
    5. All Wavefront invoices are payable within 30 days of the date of the invoice.  All amounts not paid as and when due will bear interest, both before and after judgment, at the rate of 1.5% per month (equivalent to 19.56% per annum).
  2. Certain Obligations Relating to the Services
    1. You agree not to resell any portion of the Services, use of the Services, or access to the Services.
    2. You agree to comply with all policies and procedures related to the Services which are established by Wavefront from time to time, and which are communicated to you.
    3. If the Services provided to you include the direct or indirect use of any third party service which has been obtained by Wavefront from a third party supplier, you agree to comply with all of the terms of any agreement under which Wavefront has obtained such third party services, and you agree to not take any action which, if taken, would result in Wavefront being in breach of such agreement or which would otherwise give the third party supplier a right to terminate such agreement.  Your direct or indirect use of any such third party services is subject to the terms of any such agreement under which Wavefront has obtained such third party services, including any provisions in such agreement which protect the third party or others from liability, or which protect the intellectual property rights of such third party or others.  Where such terms are more onerous than these Service Terms and not otherwise agreed to, Wavefront will note these terms in the relevant Service Order Form.
    4. If the Services provided to you include a license to use any part of any Wavefront facilities, you agree to comply with all of the terms of any lease or license held by Wavefront in relation to such facilities as if you were the tenant or licensee named therein, and you agree to not take any action which, if taken, would result in Wavefront being in breach of such lease or license or which would otherwise give the landlord or licensor a right to terminate such lease or license.  Where such terms of lease or license are more onerous than these Service Terms and not otherwise agreed to, Wavefront will note these terms in the relevant Service Order Form.
    5. If the Services provided to you include a license to use any part of any Wavefront facilities, you agree to comply with all policies adopted from time to time by Wavefront for the use of such facilities, including without limitation, any code of conduct established from time to time by Wavefront.
    6. If you receive any personal information from Wavefront in connection with your use of the Services, you agree to comply with the Wavefront Privacy Policy.  A copy of the policy is available at the Wavefront website.
    7. You agree to comply with all applicable laws in connection with your use of the Services.
    8. You agree to use all Wavefront equipment, networks, systems and facilities only in accordance with the manufacturer’s or supplier’s instructions.  You agree not to use any Wavefront equipment, networks, systems or facilities in any manner which could damage, disable, overload, or impair any of them, or which could cause damage to third parties, or which could interfere with the use and enjoyment of any Wavefront equipment, networks, systems or facilities by any other person.
    9. Use of the Services requires that you to open an account with Wavefront.  You agree to complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, and you agree to promptly update the registration data to keep it current, accurate and complete.  You also will choose a password and a user name.  You are responsible for maintaining the confidentiality of your password and user name.  Furthermore, you are entirely responsible for any and all activities that occur under your account, including any Services ordered using your account.  You agree to notify Wavefront immediately of any unauthorized use of your account or any other breach of security.  Wavefront will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.  However, you could be held liable for Losses incurred by Wavefront or a third party due to someone else using your account or password.
    10. If the Services include any accounting or bookkeeping services, then:
      1. You acknowledge that Wavefront is not providing audit services or review services, and that the accounting or bookkeeping Services are not designed to detect fraud or error.  You will not treat or represent any financial statements prepared by Wavefront as having been audited or reviewed.
      2. You will supply all necessary supporting information, and you will be responsible for the accuracy and completeness of all supplied information.
      3. You acknowledge that you (and, if you are a corporation, your directors and officers) are fully responsible for the accuracy and completeness of your financial statements.  Wavefront makes no warranty, representation or guarantee, whether express, implied or statutory, with respect to accuracy, reliability, completeness, absence of fraud or errors or otherwise whatsoever with respect to your financial statements or such Services.
      4. Nothing in these Service Terms will be construed to interfere with the rendering of the Services in accordance with the independent and professional judgment of the accounting and bookkeeping staff of Wavefront.  The provision of such accounting or bookkeeping Services will be subject to the rules and regulations of any organizations to which the accounting and bookkeeping staff of Wavefront may from time to time belong, and to any applicable laws governing the practice of accounting in the Province where such Services are performed.
      5. The Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) may impose reporting obligations on Wavefront in certain circumstances.  To meet these obligations, Wavefront might be required to disclose information that would otherwise be confidential.  The obligation to report might place you and Wavefront in a conflict of interest.  Should such a conflict arise, Wavefront might be required to withdraw from the engagement.  You acknowledge this legal requirement and the possible conflict of interest.  You also authorize Wavefront to report and disclose information when so required by law.
  3. Confidentiality
    1. The Receiving Party may use the Confidential Information of the Disclosing Party only for purposes for which it was disclosed, and for no other purposes.
    2. The Receiving Party will retain in strictest confidence all Confidential Information of the Disclosing Party, and the Receiving Party will not acquire any interest in any such Confidential Information by reason of the disclosure of such Confidential Information.  The Receiving Party will not disclose to any third party such Confidential Information or allow such Confidential Information to be disclosed, and the Receiving Party will disclose to its Representatives only such portions of the Confidential Information as are required for the purposes described in Section 6(a), and only to those Representatives who have a need to know.
    3. The Receiving Party will take all steps necessary to protect the confidentiality of all Confidential Information of the Disclosing Party.  The Receiving Party will provide at least the same level of protection as it affords to its own proprietary information and, in any event, no less than a reasonable level of protection considering the nature of such Confidential Information.
    4. If the Receiving Party is requested pursuant to, or is required by, applicable laws to disclose any Confidential Information of the Disclosing Party, then (unless such action is prohibited by Applicable Laws) the Receiving Party will promptly notify the Disclosing Party in writing, so that appropriate remedies may be taken or compliance be waived with these Service Terms.  In such case, the Receiving Party will disclose only that portion of the Confidential Information that is legally required to be disclosed and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the disclosed Confidential Information.  Such disclosure shall not alter, limit or abrogate the Receiving Party’s continuing obligations of confidentiality with respect to such disclosed Confidential Information.  Nothing herein shall require the Receiving Party to violate any applicable laws.
    5. Except as otherwise expressly provided in any Service Order Form, all Confidential Information shall be and remain the property of the Disclosing Party.
    6. The restrictions in these Service Terms on the use and disclosure of Confidential Information will not apply to those portions of Confidential Information that constitute:
      1. information that is generally available to the public or becomes available as a result of a disclosure by the Receiving Party as allowed under the provisions of these Service Terms;
      2. information that was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party;
      3. information that becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such source is not to the knowledge of the Receiving Party bound by a confidentiality agreement with a member of the Disclosing Party; or
      4. information that is independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party.

The restrictions in these Service Terms on the disclosure of Confidential Information will not apply to those portions of the Confidential Information that constitute:

      1. any information that is required to be disclosed by a court of competent jurisdiction; or
      2. any information that is required to be disclosed pursuant to the timely disclosure requirements imposed by law or by stock exchange policies applicable to the Receiving Party and, in such cases, only where the Disclosing Party has been given a reasonable opportunity to review such proposed disclosure and the Receiving Party has maintained confidentiality to the greatest extent permissible under such laws and policies.
    1. The Receiving Party must notify the Disclosing Party in writing immediately upon the occurrence of any unauthorized use of, release of, or access to, Confidential Information, or any other breach of this Section 6 of which it becomes aware.
    2. Except as otherwise expressly provided in a Service Order Form, upon the request of the Disclosing Party, the Receiving Party will: (i) at its election, return or destroy, or cause to be returned or destroyed, all tangible forms of such Confidential Information in its possession or in the possession of members of the Receiving Party or their representatives; (ii) use all reasonable efforts to remove from its computer and data storage systems all copies of such Confidential Information; and (iii) certify to the Disclosing Party that such materials have been either returned or destroyed.
    3. The Parties each acknowledge that irreparable harm shall result if they breach their obligations under this Section 6.  The Parties each acknowledge that such a breach would not be properly compensable by an award of damages and that, in addition to any other available remedies, the Disclosing Party shall be entitled to injunctive relief to prevent the misuse, threatened misuse, disclosure or threatened disclosure of its Confidential Information, and the Receiving Party will not contest or interfere with any application or proceeding for such injunctive relief.
  1. Intellectual Property
    1. Except to the extent otherwise expressly provided in any Service Order Form, neither Party acquires any rights in or to the Background IP of the other Party.
    2. As between you and Wavefront, Wavefront is the owner of all Intellectual Property Rights in the Wavefront Materials.  You may use the Wavefront Materials for your personal business purposes.  You acquire no other rights to the Wavefront Materials.  You agree not to resell or distribute or post on the Internet or otherwise make available to any third parties, all or any part of any Wavefront Materials or any derivatives thereof without the prior written consent of Wavefront.
    3. Unless otherwise expressly agreed in the Service Order Form, all Intellectual Property Rights in any Deliverable prepared by or for Wavefront shall be owned by Wavefront, even if you pay for the development of that Deliverable.  All Intellectual Property Rights in any Deliverable prepared by a third party and provided to you by Wavefront shall be owned by such third party or Wavefront, as determined by agreement between such third parties and Wavefront, even if you pay for the development of that Deliverable.  You may use the Deliverable for your personal business purposes.  You acquire no other rights to the Deliverable.  You agree not to resell or distribute or post on the Internet or otherwise make available to any third parties, all or any part of any such Deliverable or any derivatives thereof without the prior written consent of Wavefront.
    4. Each of the Parties will promptly disclose to the other all other Resulting IP.
    5. All other Resulting IP related exclusively to the process of commercializing products, or to the operation of a commercialization centre for emerging companies, shall be owned by Wavefront.  All other Resulting IP related exclusively to your products and services shall be owned by you.  Any remaining Resulting IP shall be owned by Wavefront, unless otherwise agreed in writing.
    6. The ownership of all other IP shall be determined by agreement between you and Wavefront or, failing agreement, shall be determined by arbitration pursuant to these Service Terms.
    7. Neither Party may use the other Party’s name, trademarks, service marks, logo or other proprietary designations for any purpose without that other Party’s prior written consent expressed in writing or via an e-mail exchange.
  2. Indemnity

You will defend, indemnify and hold Wavefront and its Representatives harmless from and against any and all Losses incurred by any of them arising out of or in connection with:

    1. any breach by you of any of the provisions of these Service Terms or any Service Order Form;
    2. any damage to any Wavefront equipment, networks, systems or facilities caused directly or indirectly by you or your invitees in connection with your use of any Services;
    3. any injury to any person or any damage to any property caused directly or indirectly by you or your invitees in connection with your use of any Services; or
    4. any other claim by any third party resulting from your use of any Services, including without limitation, any claim by any third party arising out of any Submissions you Post to the Communications Services, your use of any Deliverable or any Wavefront Materials, your violation of these Service Terms, or your violation of any rights of a third party.
  1. Limitation of Liability
    1. Notwithstanding any other provision of these Service Terms or any Service Order Forms, the entire liability of Wavefront and its Representatives, and your exclusive remedies, arising under or in connection with this these Service Terms, the Service Order Forms, the Services, the Deliverables and the Wavefront Materials shall be strictly limited as set out in this Section 9.  The limitations of liability set out in this Section 9 shall apply regardless of the form of claim or action and whether the liability is based on breach or rescission of contract (including fundamental breach or breach of a fundamental term), restitution, tort (including negligence), breach of trust or fiduciary duty or otherwise, and if based in contract, regardless of whether the alleged breach is a breach of a condition or a fundamental term or constitutes a fundamental breach of these Service Terms, the Service Order Forms, or any other agreement between you and Wavefront.  You acknowledge that Wavefront is a not-for-profit society and that Wavefront has agreed to provide the Services, the Deliverables and the Wavefront Materials in reliance on the limitations of liability set out in this Section 9, which are an essential basis of the bargain between the Parties.
    2. Wavefront and its Representatives make no representations about the suitability of the Services or the Deliverables or the Wavefront Materials for any purpose.  All Services, all Deliverables and all Wavefront Materials are provided “as is” without warranty of any kind.  Wavefront and its Representatives hereby disclaim all warranties and conditions with regard to the Services, the Deliverables and the Wavefront Materials, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement, and those arising by statute or otherwise in law or from the course of dealing or usage of trade.  Without limiting the foregoing, Wavefront and its Representatives do not represent or warrant that the Services, the Deliverables or the Wavefront Materials will meet any or all of your particular requirements or expectations, that the Services, the Deliverables or the Wavefront Materials will be error-free, secure, timely or uninterrupted, that the results of the Services will be accurate or reliable, or that all errors in the Services, the Deliverables or the Wavefront Materials can be found in order to be corrected.  Any material downloaded or otherwise obtained through the use of the Services is downloaded, obtained and used by you at your own discretion and risk; you will be solely responsible for any damage to your computer system or loss of data that results from any such material.
    3. In no event shall Wavefront or its Representatives be liable for any claims for any Losses suffered by you or your Representatives, including without limitation, any punitive, exemplary, aggravated, indirect, incidental, consequential or special damages, under or in connection with these Service Terms, any Service Order Forms, the Services, the Deliverables or the Wavefront Materials, or for lost business revenue, lost profits, failure to realize expected savings, cost of capital, damage to goodwill, downtime costs, third-party damages (including any service level credits payable by you or any other Person), loss of data, or loss of business opportunity, whether based on breach or rescission of contract (including fundamental breach or breach of a fundamental term), restitution, tort (including negligence), breach of trust or fiduciary duty or otherwise, even if Wavefront or any such Representative has or had been advised of the possibility of such damages or such damages could reasonably have been foreseen by Wavefront or any such Representative.
    4. Without limiting the generality of Section 9(c), if a court or arbitrator should hold that Section 9(c) does not apply for any reason, then the aggregate liability of Wavefront and its Representatives arising under or in connection with these Service Terms, any Service Order Forms, the Services, the Deliverables or the Wavefront Materials, regardless of whether such claims, suits, actions and proceedings giving rise to liability arose directly or indirectly, shall be limited to an amount equal to the fees paid by you to Wavefront in the six month period preceding such claims, suits, actions and proceedings.
    5. No action or claim, regardless of form, relating to these Service Terms, any Service Order Forms, the Services, the Deliverables or the Wavefront Materials may be made, commenced or brought against Wavefront or its Representatives more than one year after the cause of action arises.
    6. Each of the Wavefront Representatives is an intended third party beneficiary of this Article 9 and of all other provisions in these Service Terms which are intended for their protection.
  2. Default and Termination
    1. You agree that Wavefront may, under the following circumstances and with prior notice (where practicable), immediately suspend or terminate your account and access to all or any part of the Services.  Cause for such suspension or termination shall include, but not be limited to:
      1. breaches or violations of these Service Terms, any Service Order Forms, or any other agreement between you and Wavefront;
      2. requests by law enforcement or other government agencies;
      3. a request by you (self-initiated account deletions);
      4. discontinuance or material modification to the Services (or any part thereof);
      5. unexpected technical or security issues or problems;
      6. extended periods of inactivity; or
      7. non-payment of any fees owed by you in connection with the Services.
    2. Termination of your Wavefront account includes deletion of your password and all related information, files and content associated with or inside your account (or any part thereof). You agree that Wavefront shall not be liable to you or any third-party for any suspension or termination of all or any part of the Services.
  3. General
    1. All disputes arising out of or in connection with these Service Terms, any Service Order Form, the Services or the Wavefront Materials, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre.  The appointing authority shall be the British Columbia International Commercial Arbitration Centre.  The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules.  The place of arbitration shall be Vancouver, British Columbia, Canada.
    2. All notices provided by Wavefront to you may be provided at the email address specified in your account registration data.  If Wavefront attempts to send a notice to you at that email address and such notice is returned or is otherwise not received, Wavefront will have no further obligation to contact you.
    3. If there is any conflict with or inconsistency between these Service Terms and the terms of any Service Order Form, the terms of the Service Order will take precedence to the extent of such conflict or inconsistency.
    4. Neither Party shall be deemed to be in default hereunder or liable for any delay or failure to perform its obligations hereunder (other than payment obligations) that is caused, in whole or in part, from any act or omission beyond such Party’s reasonable control (a “Force Majeure Event”), including labour disputes, malfunction or failure of third-party systems, interruption of telecommunications, failure of the Internet, failure of a third-party Internet service provider or delivery service, acts of God, war, terrorism, acts or orders of government, earthquakes, floods, storms or other similar causes.  Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from performance for as long as such circumstances prevail and shall, as soon as practicable, notify the other of any actual or anticipated delay and describe in reasonable detail the circumstances causing the delay, the expected duration and the steps being taken to circumvent or recover from such Force Majeure Event. The non-performing Party shall provide frequent updates and otherwise use reasonable efforts to keep the other Party fully informed and shall take reasonable steps to recover from the Force Majeure Event.
    5. You may not assign your interest in these Service Terms or in any Service Order Forms without the prior written consent of Wavefront, which consent shall not be unreasonably withheld.
    6. These Service Terms and any Service Order Forms shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  Subject to Section 11(a), the Parties consent to the exclusive jurisdiction of the courts of British Columbia.  These Service Terms and any Service Order Forms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
    7. If, in any jurisdiction, any provision of these Service Terms or any Service Order Forms shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of these Service Terms and any such Service Order Forms shall not be affected thereby.
    8. These Service Terms and any Service Order Forms represent the entire agreement between the Parties with respect to the matters provided for herein and therein, and supersede all prior discussions, negotiations and agreements between the Parties.  There is no representation, warranty, collateral term or condition or collateral agreement affecting these Service Terms or any Service Order Forms, other than as expressed in writing in these Service Terms or in any such Service Order Forms.  No amendment or variation to these Service Terms or any Service Order Forms shall be effective unless in writing and signed by both Parties.
    9. If either Party defaults in the performance of any obligation under these Service Terms or any Service Order Forms, then at all times after the default the other Party will have all of the rights and remedies provided by law and by these Service Terms or any Service Order Forms.  No delay or omission by either Party in exercising any right or remedy will operate as a waiver by such Party of any other right or remedy.  No consent to a breach of any term of these Service Terms or any Service Order Forms constitutes a consent to any subsequent breach.  No single or partial exercise of a right or remedy will preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.  All rights and remedies of either Party granted or recognized in these Service Terms or any Service Order Forms are cumulative and may be exercised at any time and from time to time independently or in any combination.
    10. Nothing contained in these Service Terms or any Service Order Forms shall be construed to place the Parties in the relationship of principal and agent, franchisor and franchisee, partners or joint venturers.  No representations shall be made or acts taken by you which could establish any apparent relationship of agency, joint venture, partnership or franchise, and Wavefront shall not be bound in any manner whatsoever by any agreements, warranties or representations made by you to any other person, or by any other action of you.
    11. Sections 6, 7, 8 and 9, and any other provisions of these Service Terms or any Service Order Forms which expressly or by their nature continue after the expiration or termination of these Service Terms or any such Service Order Forms, shall survive such expiration or termination of these Service Terms or any such Service Order Forms.
    12. You confirm that it is your wish that these Service Terms and any Service Order Forms be drawn up in the English language only.  Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.

EXHIBIT A
GLOSSARY

In these Service Terms and in any Service Order Forms, the following terms shall have the following meanings, unless the context otherwise requires:

Background IP” means all Intellectual Property Rights which are: (a) owned by or licensed to a Party prior to the Effective Date; or (b) acquired or created by or licensed to a Party after the Effective Date other than in the course of, or as a result of, the conduct of the any Services provided hereunder, or any other joint activities of the Parties.

Confidential Information” means all information, written or oral, provided or disclosed by a Disclosing Party or its Representatives, directly or indirectly, to a Receiving Party or its Representatives, or which the Receiving Party or its Representatives learn or obtain verbally, through observation or through analyses, interpretations, studies or evaluations of such information, and whether provided, disclosed, learned or obtained before or after the Effective Date, which is labelled “confidential” or “proprietary” or “business confidential” which the Disclosing Party advises the Receiving Party at or promptly following the time of disclosure is confidential, or which a reasonable person would consider to be confidential, and is deemed to include, but is not limited to: trade secrets, ideas, trade processes, systems, plans, business and financial information, all information concerning products or product testing including hardware, source code, executable code, specifications, documentation, or any part or component thereof, and all information received from third-parties to whom a duty of confidence is owed.  Wavefront Confidential Information includes all Wavefront Materials obtained by you from non-public sections of the Wavefront website, and all Wavefront Materials otherwise provided to you in connection with any of the Services (other than Wavefront Materials in the public sections of the Wavefront website).

Communications Service” has the meaning provided in Section 5(a).

Deliverables” means all deliverables provided or to be provided by Wavefront or its Representatives to you under a Service Order Form.  Without limiting the generality of the foregoing, “Deliverable” includes any Marketing Study which was specifically prepared by Wavefront for you under a Service Order Form.

Disclosing Party” means a Party that has disclosed, or the Representatives of which have disclosed, Confidential Information to the other Party or to a Representative of the other Party, whether such disclosure is made before or after the Effective Date.

Effective Date” means the date on which you first accept these Service Terms.

Intellectual Property Rights” means, collectively, all patents, patent applications, all rights in or to Confidential Information (including all rights to maintain the confidentiality thereof or to limit or prevent the use thereof), and all copyrights, trademarks, design rights and other industrial or intellectual property rights, anywhere in the world, whether or not registered or registrable, including without limitation any reissues, divisions, continuations, continuations-in-part, renewals, improvements, translations, derivatives, modifications and extensions of any of the foregoing, and all enforcement rights in or with respect to any of the foregoing.

Losses” means all actions, causes of action, suits, claims (including third-party claims), demands, proceedings, losses, liabilities, damages, sanctions, fines, penalties, judgments, awards, costs and expenses of whatsoever nature (including taxes), and all related costs and expenses (including any and all reasonable legal fees on a solicitor and client (indemnity) basis and reasonable third party costs of investigation).

Marketing Study” means any report, survey, study or other document which provides and/or collects or consolidates market research or other information relating to products or services, or features thereof, in connection with any market or industry or subsegment of a market or industry.

Parties” means you and Wavefront, and “Party” means either of them.

Posting” has the meaning specified in Section 5(d), and “Post” has a corresponding meaning.

Receiving Party” means a Party to whom, or to whose the Representatives, Confidential Information of the other Party has been disclosed, whether such disclosure is made before or after the Effective Date.

Representatives” means, with respect to any Person, the designated representatives of that Person and its affiliates and its and their directors, officers, employees, financial, legal and accounting advisors and, in the case of Wavefront, also includes its sponsors, service partners (inclusive of trusted industry partners and trusted industry partner candidates), contractors, service providers, suppliers and other third parties who need to know Confidential Information for the purposes of the services that they provide to Wavefront or the services that Wavefront provides to them.

Resulting IP” means, collectively, all Intellectual Property Rights which are created, conceived of or first reduced to practice by either Party (or its employees, representatives or agents) solely or jointly with the other Party (or its employees, representatives or agents), in the course of, or as a result of, the conduct of the any Services, or any other joint activities of the Parties.  For greater certainty, Resulting IP excludes Background IP.

Service Order Form” means any form or document, whether or not described as a ‘Service Order Form’ which is used to order Services from Wavefront, and which may contain supplemental terms relating to the Services.

Service Terms” means these Service Terms, as updated from time to time by Wavefront.

Services” means any and all services provided to you by Wavefront or by any of its sponsors, service partners, contractors, service providers, or suppliers, including without limitation, the Communications Services and any and all testing and accreditation services, training services, engineering services, bookkeeping and accounting services, and other advisory services, and any license to use any facilities of Wavefront or any of its sponsors, service partners, subcontractors or suppliers.

Submission” has the meaning specified in Section 5(d).

Wavefront” means Wavefront Wireless Commercialization Centre Society.

Wavefront Materials” means all of the contents of or accessed through the Wavefront website, and all other documents, equipment, devices, SIM (Subscriber Identity Modules) cards and tokens that provide test time on the Perfecto system provided by Wavefront to you which relate to the Services, and whether provided in paper or electronic format, and whether delivered in tangible form or made available to you over the Internet.  Without limiting the generality of the foregoing, “Wavefront Materials” includes any Marketing Study which was not specifically prepared by Wavefront for you under a Service Order Form.

You” means the registered member, and its representatives.