PeakWave Terms of Service

Version: 2026-03-22
Effective Date: March 22, 2026

These PeakWave Terms of Service (the "Agreement") are entered into by and between Ascendward, LLC d/b/a PeakWave ("PeakWave," "we," "us," or "our") and the person or entity that accepts this Agreement or accesses or uses the Services ("Customer," "you," or "your").

By clicking to accept this Agreement, creating an account, executing an Order Form that references this Agreement, accessing the Services, or using the Services, you agree to be bound by this Agreement. If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity, and in that case "Customer" and "you" refer to that entity. If you do not agree to this Agreement, you must not access or use the Services.

1. Definitions

"AI Features" means any functionality in the Services that uses machine learning, large language models, automation, classification, clustering, ranking, deduplication, summarization, extraction, generation, or similar computational techniques.

"Agreement" means this PeakWave Terms of Service, any applicable Order Form, and any documents expressly incorporated by reference.

"Aggregated Data" means data, analytics, metrics, benchmarks, statistics, models, trends, logs, learnings, classifiers, embeddings, prompts, outputs, and other information that is aggregated, de-identified, anonymized, or otherwise processed so that it does not identify Customer or reasonably reveal Customer's Confidential Information.

"Beta Features" means alpha, beta, preview, early access, pilot, experimental, or similar features or functionality that PeakWave makes available at its discretion.

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that a reasonable person would understand to be confidential under the circumstances, including business plans, technical information, security information, pricing, roadmaps, product feedback, Customer Data, and the terms of any non-public Order Form. Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes public through no fault of the Recipient; (b) was lawfully known to the Recipient without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) was independently developed without use of the Discloser's Confidential Information.

"Customer Data" means all data, content, text, files, notes, feedback, ideas, comments, attachments, prompts, inputs, submissions, account information, and other materials submitted to, imported into, generated within, or stored in the Services by or for Customer or its Users, including outputs generated for Customer's account, but excluding Aggregated Data, Usage Data, PeakWave technology, and PeakWave Confidential Information.

"Documentation" means any user guides, help materials, product descriptions, or technical documentation that PeakWave makes generally available for the Services.

"Free Services" means any no-fee plan, free tier, trialless free access, or other Services that PeakWave makes available without charge.

"Order Form" means any order, quote, statement of work, subscription form, or other ordering document executed by the parties or accepted by Customer through the Services that references this Agreement.

"Services" means PeakWave's websites, applications, hosted platform, AI Features, support offerings, content, and related services made available by PeakWave.

"Sensitive Data" means any data subject to special legal, regulatory, contractual, or industry-standard handling requirements, including without limitation: protected health information; medical or health records; payment card data; bank account numbers; account credentials for financial accounts; Social Security numbers or similar government-issued identification numbers; driver's license, passport, or other government ID data; biometric, genetic, or facial recognition data; data about minors; criminal history; legal privileged information; highly sensitive employment or human resources records; and any other data that would require heightened security or compliance obligations beyond the ordinary operation of the Services.

"Usage Data" means technical, operational, analytics, telemetry, metadata, diagnostic, behavioral, performance, support, and usage information relating to the Services, including clicks, session activity, device and browser data, logs, feature usage, events, identifiers, and system-generated metadata.

"User" means any individual authorized by Customer to access or use the Services under Customer's account.

2. Eligibility; Business and Professional Use Only

2.1 Business and Professional Use Only. The Services are intended solely for business and professional use and are not provided for personal, family, or household use.

2.2 Minimum Age. You must be at least 18 years old to access or use the Services.

2.3 Authority. If you register using a business email address, create an account on behalf of a business, invite Users on behalf of a business, or otherwise use the Services for an organization, you represent and warrant that you have authority to bind that organization to this Agreement.

2.4 Compliance. Customer will use the Services only in compliance with applicable laws, regulations, and governmental requirements.

3. Account Registration and Administration

3.1 Account Information. Customer must provide accurate, current, and complete account information and keep it updated.

3.2 Account Security. Customer is responsible for maintaining the confidentiality of login credentials, for all activities that occur under its account, and for ensuring that its Users comply with this Agreement.

3.3 Administrative Control. Customer is responsible for designating administrators, managing User access, and determining which Users can view, create, edit, or share Customer Data.

3.4 Unauthorized Access. Customer will promptly notify PeakWave at hi@peakwave.ai of any suspected unauthorized access to its account or the Services.

4. Services, Plans, Order Forms, Free Services, and Beta Features

4.1 Access to the Services. Subject to this Agreement, PeakWave grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer's internal lawful business purposes.

4.2 Plans and Feature Gating. PeakWave may offer different plans, tiers, features, functionality, usage limits, support levels, and pricing. Access to features may vary by plan, and certain functionality may be unavailable on lower-cost or Free Services plans.

4.3 Usage Limits. The Services may be subject to usage limits, feature caps, seat limits, storage limits, API limits, workspace limits, and other usage restrictions. Without limiting the foregoing, if Customer reaches the number of feedback notes or other usage included in its plan, PeakWave may block the creation of additional feedback notes or other content until Customer upgrades, reduces usage, or otherwise becomes compliant with the applicable limits.

4.4 Order Forms. If the parties enter into an Order Form, the Order Form is incorporated into this Agreement. If there is a conflict between an executed Order Form and this Agreement, the Order Form controls solely with respect to the subject matter expressly covered by that Order Form.

4.5 Purchase Orders. Any purchase order or procurement document issued by Customer is for administrative convenience only. Any terms or conditions on any purchase order or similar document are void and of no effect unless expressly agreed in a written Order Form signed by PeakWave.

4.6 Free Services. PeakWave may make Free Services available to Customer. Free Services may have reduced functionality, limited support, limited storage or usage, and additional restrictions. PeakWave may modify, suspend, or discontinue Free Services at any time without liability.

4.7 Beta Features. PeakWave may offer Beta Features to any plan or tier at its discretion. Beta Features are provided "AS IS" and may be incomplete, changed, suspended, or discontinued at any time. PeakWave has no obligation to make Beta Features generally available.

4.8 Changes to the Services. PeakWave may modify, improve, replace, remove, or discontinue any part of the Services at any time. PeakWave has no obligation to maintain any particular feature, functionality, integration, or user interface.

5. Fees, Billing, Taxes, Renewals, and No Refunds

5.1 Fees. Customer will pay all fees specified in the applicable plan, checkout flow, or Order Form. Except as otherwise stated in an executed Order Form, fees are stated in U.S. dollars.

5.2 Self-Serve Billing. For self-serve subscriptions, Customer authorizes PeakWave or its payment processor to charge Customer's payment method for all applicable fees, renewals, taxes, overages (if any), and other amounts due.

5.3 Enterprise Invoicing. If PeakWave agrees to invoice Customer under an Order Form, invoices are due within thirty (30) days after the invoice date unless the Order Form states otherwise.

5.4 Auto-Renewal. Paid subscriptions purchased through the Services automatically renew for successive periods equal to the original subscription term unless canceled before the start of the renewal term or otherwise stated in the applicable Order Form.

5.5 Fee Changes. PeakWave may change fees, plan packaging, usage limits, or pricing for any future subscription term. For self-serve paid plans, PeakWave will provide notice of material pricing changes before the next renewal date. Free Services pricing and packaging may be changed or discontinued at any time.

5.6 Taxes. Fees do not include taxes, duties, levies, or similar governmental assessments, all of which are Customer's responsibility, excluding taxes based on PeakWave's net income.

5.7 Late Payments. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and PeakWave may suspend Services for non-payment.

5.8 No Refunds. ALL FEES ARE NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR EXPRESSLY STATED IN A WRITTEN ORDER FORM SIGNED BY PEAKWAVE.

6. Restrictions and Acceptable Use

Customer will not, and will not permit any third party to:

(a) access or use the Services except as expressly permitted by this Agreement;

(b) sell, resell, license, sublicense, distribute, lease, rent, timeshare, or otherwise make the Services available to any third party except authorized Users using the Services for Customer's internal business purposes;

(c) reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, underlying ideas, algorithms, models, or non-public components of the Services, except to the limited extent such restriction is prohibited by applicable law;

(d) probe, scan, test, or circumvent the security, integrity, authentication, or vulnerability protections of the Services;

(e) interfere with or disrupt the Services, servers, systems, or networks connected to the Services;

(f) use the Services to develop, train, benchmark, validate, fine-tune, or improve a competing product or service, or publish performance or benchmark results without PeakWave's prior written consent;

(g) upload, submit, import, or otherwise process any malicious code, unlawful content, infringing content, or content that violates the rights of any person;

(h) use the Services for spam, harassment, fraudulent activity, deceptive activity, surveillance, or unlawful discrimination;

(i) use the Services in connection with decisions involving employment, credit, housing, insurance, healthcare, education, law enforcement, or other matters that produce legal or similarly significant effects on individuals without appropriate human review and legal compliance;

(j) upload or submit Sensitive Data to the Services, except that ordinary business contact information, product feedback, software-related opinions, internal business process suggestions, feature requests, and similar ordinary-course B2B operational content are permitted to the extent they do not otherwise constitute Sensitive Data; or

(k) remove, alter, or obscure proprietary notices in the Services.

7. Customer Data; Customer Responsibilities; PeakWave Use Rights

7.1 Customer Ownership. As between the parties, and subject to the rights granted in this Agreement, Customer retains its rights in and to Customer Data.

7.2 Customer Responsibility for Customer Data. Customer is solely responsible for: (a) the legality, accuracy, quality, integrity, and content of Customer Data; (b) obtaining all necessary rights, permissions, disclosures, and consents related to Customer Data and Customer's use of the Services; (c) selecting what data to submit to or store in the Services; and (d) ensuring that Customer Data does not violate this Agreement, applicable law, or third-party rights.

7.3 PeakWave License. Customer grants PeakWave and its affiliates, contractors, subprocessors, hosting providers, analytics providers, AI providers, and other service providers acting on PeakWave's behalf a worldwide, non-exclusive, sublicensable, transferable, royalty-free license to host, store, copy, reproduce, process, transmit, display, perform, adapt, modify, translate, create derivative works from, create embeddings from, index, analyze, classify, cluster, tag, rank, merge, import, route, and otherwise use Customer Data and Usage Data for the following purposes:

(a) providing, operating, maintaining, hosting, supporting, securing, monitoring, troubleshooting, improving, and developing the Services and related offerings;

(b) training, tuning, evaluating, testing, improving, and developing PeakWave's current and future products, services, automations, analytics, workflows, classifiers, AI Features, and related technology;

(c) creating and using Aggregated Data, models, benchmarks, statistics, insights, and analytics; and

(d) enforcing this Agreement, preventing abuse, complying with law, and protecting the Services, PeakWave, and others.

7.4 Aggregated Data and Usage Data. PeakWave owns all right, title, and interest in and to Usage Data and Aggregated Data. PeakWave may use, publish, disclose, commercialize, and otherwise exploit Usage Data and Aggregated Data for any lawful purpose, provided that any public disclosure does not identify Customer or reasonably reveal Customer's Confidential Information.

7.5 No Obligation to Store Forever. Customer is solely responsible for maintaining copies of any Customer Data it wishes to preserve. PeakWave has no obligation to maintain, retain, or make Customer Data available after termination, downgrade, prolonged inactivity, or suspension, except as PeakWave may determine in its sole discretion or as required by applicable law.

7.6 Downgrades and Overages. If Customer downgrades to a lower tier or otherwise exceeds applicable limits, PeakWave may disable access to features not included in the downgraded plan and may delete, archive, hide, refuse to process, or otherwise make unavailable Customer Data associated with excluded features, limits, or usage above the downgraded plan.

8. AI-Specific Terms

8.1 AI Features Are Part of the Services. The Services may include AI Features that summarize, extract, classify, tag, cluster, deduplicate, merge, prioritize, route, relate, recommend, or generate content, suggestions, or actions within the Services.

8.2 Third-Party AI Providers. PeakWave may use third-party artificial intelligence providers and models, including without limitation providers such as OpenAI, Anthropic, Google Gemini, and other providers selected by PeakWave from time to time. PeakWave may transmit Customer Data, prompts, inputs, outputs, metadata, and related information to such providers as necessary to operate the Services and AI Features. Customer authorizes such use.

8.3 Third-Party Provider Practices. Third-party providers may have their own terms, policies, retention practices, safety procedures, and data-handling practices, which may change over time. PeakWave may attempt to configure third-party providers to limit retention, training, or other uses where supported, but PeakWave does not guarantee any specific third-party provider practice unless expressly stated in a separate written agreement signed by PeakWave.

8.4 Required AI Processing. Customer acknowledges and agrees that AI processing, automation, analytics, and related computational processing may be an inherent and always-on part of the Services.

8.5 AI-Processed Customer Data. For clarity, Customer Data includes prompts, inputs, outputs, feedback signals, corrections, labels, and related materials processed through AI Features for Customer's account.

8.6 PeakWave AI Improvement Rights. Without limiting Section 7, Customer authorizes PeakWave to use Customer Data, prompts, inputs, outputs, user interactions, acceptance and rejection signals, labels, corrections, and related metadata to operate, test, evaluate, train, tune, improve, and develop AI Features and related functionality.

8.7 Human Review; No Reliance Without Review. AI Features may produce inaccurate, incomplete, misleading, biased, offensive, or non-unique results. Customer is solely responsible for reviewing and validating outputs and actions before relying on them. PeakWave is not responsible for decisions made or actions taken by Customer, its Users, or third parties based on AI Features.

8.8 Internal Workflow Actions. AI Features may take internal workflow actions within the Services, including classification, association, deduplication, summarization, and merging or linking ideas or records. PeakWave will not use AI Features to publish outward-facing content from Customer Data to the public or send external customer-facing communications from within the Services without a human approval step in the applicable workflow.

8.9 Prohibited AI Use. Customer will not use AI Features in any manner prohibited by Section 6 or for any use case that requires guarantees of accuracy, uniqueness, or legal compliance beyond what the Services expressly provide.

9. Integrations and Third-Party Services

9.1 Third-Party Services. The Services may interoperate with third-party services, websites, tools, plugins, APIs, or data sources. Customer's use of any third-party service is governed solely by the applicable third-party terms, and PeakWave is not responsible for third-party services.

9.2 Imports and Consents. If Customer imports, syncs, transmits, or otherwise provides data from third-party systems, channels, websites, forms, email, support tools, CRM systems, call or meeting transcripts, widgets, review sites, or similar sources, Customer represents and warrants that it has all rights, permissions, notices, and consents necessary for PeakWave and its service providers to receive, process, store, analyze, and use that data as contemplated by this Agreement.

9.3 Changes by Third Parties. PeakWave is not responsible for any unavailability, errors, outages, deletions, corruption, failures, security issues, or changes caused by third-party services, providers, or integrations.

10. Confidentiality

10.1 Protection of Confidential Information. The Recipient will use at least reasonable care to protect the Discloser's Confidential Information and will not use or disclose the Discloser's Confidential Information except as permitted by this Agreement.

10.2 Permitted Disclosures. The Recipient may disclose Confidential Information to its employees, contractors, advisors, affiliates, and service providers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

10.3 Compelled Disclosure. The Recipient may disclose Confidential Information if required by law, regulation, subpoena, or court order, provided that, where legally permitted, the Recipient gives prompt notice to the Discloser and reasonably cooperates at the Discloser's expense in seeking protective treatment.

10.4 Customer Data and PeakWave Use Rights. Customer Data is Customer Confidential Information, subject to PeakWave's rights to use Customer Data as expressly permitted by this Agreement, including Sections 7, 8, 9, 11, and 14.

11. Security, Privacy, and Data Processing

11.1 Privacy Policy. Customer's and Users' use of the Services is also subject to PeakWave's Privacy Policy, as updated from time to time, which is incorporated into this Agreement by reference to the extent applicable.

11.2 Security Measures. PeakWave will implement and maintain commercially reasonable administrative, physical, and technical safeguards for the Services as PeakWave determines appropriate in its discretion. Unless expressly agreed in a separate written agreement signed by PeakWave, PeakWave does not provide any service-level agreement, dedicated security obligations, custom security controls, or industry-specific compliance commitments.

11.3 Subprocessors and Service Providers. PeakWave may use affiliates, subprocessors, contractors, hosting providers, analytics providers, AI providers, payment processors, communication providers, and other service providers in connection with the Services.

11.4 Usage Analytics. Customer acknowledges that PeakWave may collect and use Usage Data, telemetry, diagnostic information, account activity, session activity, and interaction data in connection with the Services.

11.5 DPA. If PeakWave makes a data processing addendum available and the parties execute or otherwise validly adopt it, that data processing addendum will apply solely to the extent stated in it.

12. PeakWave Intellectual Property; Feedback; Marketing Rights

12.1 PeakWave Ownership. PeakWave and its licensors own all right, title, and interest in and to the Services, Documentation, designs, interfaces, software, models, algorithms, workflows, code, know-how, methods, trade secrets, templates, visual elements, content provided by PeakWave, Usage Data, Aggregated Data, and all related intellectual property rights. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer.

12.2 Reservation of Rights. The Services are licensed, not sold. PeakWave reserves all rights not expressly granted.

12.3 Feedback. If Customer or any User provides suggestions, requests, comments, ideas, recommendations, or other feedback regarding the Services ("Feedback"), PeakWave may use, disclose, copy, modify, create derivative works from, commercialize, and otherwise exploit that Feedback for any purpose without restriction or obligation.

12.4 Customer Name and Logo. Customer grants PeakWave a worldwide, non-exclusive, royalty-free license to use Customer's name, trade name, trademarks, and logos to identify Customer as a customer or user of PeakWave in PeakWave's website, marketing materials, presentations, and sales materials.

12.5 Testimonials and Quotes. If Customer approves in writing any testimonial, endorsement, case study statement, or quotation, Customer grants PeakWave a worldwide, non-exclusive, royalty-free license to use, reproduce, publish, display, distribute, and promote that approved content for marketing, publicity, and promotional purposes.

13. Public Content and Community Features

13.1 Public and Shared Content. If Customer or its Users use any feature that publishes, embeds, shares, or otherwise makes content available to third parties or the public, Customer is solely responsible for that content and the consequences of making it public or available to third parties.

13.2 Moderation Rights. PeakWave may review, restrict, refuse, remove, edit, or disable any public, shared, or hosted content or access to it at any time, with or without notice, for any reason or no reason.

13.3 No Confidentiality for Public Content. Content intentionally made public or shared by Customer or its Users through the Services is not treated as confidential to the extent it is made public or available to third parties by Customer.

14. Suspension and Enforcement

PeakWave may suspend, disable, remove, restrict, or terminate access to all or any part of the Services immediately, with or without notice, if PeakWave reasonably believes that:

(a) Customer or any User has violated this Agreement;

(b) Customer's use of the Services poses a security risk, legal risk, reputational risk, or risk of harm to PeakWave, the Services, third parties, or other customers;

(c) Customer has failed to pay fees when due;

(d) PeakWave is required to do so by law, court order, government request, or third-party provider requirement; or

(e) the Services, an integration, or a third-party dependency is being abused, attacked, or used in an unauthorized manner.

PeakWave is not liable for any suspension or enforcement action taken in good faith under this Section.

15. Term, Termination, and Effect of Termination

15.1 Term. This Agreement begins on the earlier of the date Customer first accepts it or first accesses or uses the Services and continues until terminated in accordance with this Agreement.

15.2 Subscription Terms. Each paid subscription continues for the applicable subscription term and renews as provided in Section 5 unless canceled or terminated.

15.3 Termination by Customer. Customer may stop using the Services at any time. Customer may cancel self-serve paid subscriptions through the applicable account settings or by contacting PeakWave, effective at the end of the then-current paid term unless otherwise stated. Cancellation does not entitle Customer to any refund.

15.4 Termination by PeakWave. PeakWave may terminate this Agreement or any Services immediately upon notice if: (a) Customer materially breaches this Agreement; (b) Customer fails to pay any amount when due; (c) PeakWave reasonably believes that continuing to provide the Services would create legal, security, business, or reputational risk; (d) Customer becomes insolvent or subject to bankruptcy or similar proceedings; or (e) PeakWave is required to do so by law or by a third-party provider. PeakWave may discontinue Free Services or Beta Features at any time, with or without notice.

15.5 Effect of Termination. Upon termination or expiration: (a) Customer's rights to access and use the Services cease immediately except as otherwise expressly stated in an Order Form; (b) Customer remains responsible for all fees and obligations accrued through the effective date of termination; and (c) Sections that by their nature should survive will survive, including without limitation Sections 5, 6, 7.3 through 7.6, 8, 9, 10, 11.4, 12, 13.3, 14 through 24.

15.6 Data After Termination, Downgrade, or Inactivity. Following termination, downgrade, or prolonged inactivity, PeakWave may disable access to Customer Data and may delete, archive, anonymize, or otherwise dispose of Customer Data at any time in PeakWave's discretion, without liability and without any obligation to store, maintain, or produce that Customer Data. PeakWave may retain backups, logs, Aggregated Data, Usage Data, billing records, legal records, fraud-prevention data, and any data required by law or needed for legitimate business purposes.

16. Representations and Warranties

16.1 Mutual Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

16.2 Customer Warranties. Customer represents and warrants that: (a) it has all rights and permissions necessary for Customer Data and Customer's use of the Services as contemplated by this Agreement; (b) Customer Data and Customer's use of the Services do not and will not violate applicable law or third-party rights; (c) Customer will not submit Sensitive Data except as expressly permitted by this Agreement; and (d) Customer will use the Services only for lawful business purposes.

16.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.1, THE SERVICES, DOCUMENTATION, AI FEATURES, BETA FEATURES, CONTENT, OUTPUTS, INTEGRATIONS, AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEAKWAVE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RESULTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. PEAKWAVE DOES NOT WARRANT THAT ANY OUTPUT, RESULT, CLASSIFICATION, RECOMMENDATION, OR AI FEATURE WILL BE ACCURATE, COMPLETE, UNIQUE, OR FIT FOR CUSTOMER'S PURPOSES.

16.4 Website, Blog, and Marketing Content. PeakWave's websites, blog posts, articles, help materials, case studies, marketing pages, testimonials, examples, and similar content are provided solely for general informational and promotional purposes, may be incomplete, outdated, or inaccurate, and do not constitute legal, financial, compliance, security, technical, or other professional advice. Customer and other users are solely responsible for evaluating and verifying any such content before relying on it. To the maximum extent permitted by law, PeakWave is not responsible for any action taken or not taken based on such content.

17. Indemnification

17.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless PeakWave, its affiliates, and their respective officers, directors, managers, members, employees, contractors, agents, successors, and assigns from and against any and all third-party claims, actions, demands, proceedings, damages, losses, liabilities, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Customer Data, including its submission, use, import, processing, storage, transmission, publication, or disclosure;

(b) Customer's or any User's access to or use of the Services, including use of AI Features, integrations, imports, public features, and shared content;

(c) Customer's or any User's breach of this Agreement; or

(d) Customer's or any User's violation of applicable law or any third-party rights, including intellectual property, privacy, publicity, confidentiality, or contractual rights.

17.2 Indemnity Procedure. PeakWave will: (a) promptly notify Customer of any claim for which it seeks indemnification, except that failure to notify promptly will not relieve Customer of its obligations except to the extent materially prejudiced; (b) allow Customer to control the defense and settlement of the claim, provided that Customer may not settle any claim in a manner that admits fault by or imposes obligations on PeakWave without PeakWave's prior written consent; and (c) provide reasonable cooperation at Customer's expense. PeakWave may participate in the defense with counsel of its own choosing at its own expense.

18. Limitation of Liability

18.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEAKWAVE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18.2 PeakWave Liability Cap - Paid Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEAKWAVE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PEAKWAVE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 PeakWave Liability Cap - Free, Beta, or Unpaid Use. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IF THE CLAIM ARISES OUT OF OR RELATES TO FREE SERVICES, BETA FEATURES, OR ANY OTHER UNPAID USE OF THE SERVICES, PEAKWAVE'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

18.4 Single Recovery. The existence of one or more claims under this Agreement will not enlarge the damages cap. The limitations in this Section apply in the aggregate and not separately to each claim.

18.5 Scope. The limitations in this Section apply to the maximum extent permitted by law regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise.

19. Dispute Resolution; Arbitration; Class Action Waiver

19.1 Informal Resolution. Before initiating arbitration or litigation, a party must provide written notice of the dispute to the other party and allow thirty (30) days for the parties to attempt in good faith to resolve the dispute informally. Notices to PeakWave must be sent to hi@peakwave.ai and to Ascendward, LLC d/b/a PeakWave, 115 East Main St, Buford, GA 30518.

19.2 Binding Arbitration. Except for the excluded disputes described in Section 19.5, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.

19.3 Seat, Rules, and Language. The arbitration will be conducted before a single arbitrator in English. The seat and place of arbitration will be Atlanta, Georgia, unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Waiver of Jury Trial and Class Actions. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PARTIES OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

19.5 Excluded Disputes. Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, account security, or to prevent unauthorized use of the Services. PeakWave may also bring claims in court for fee collection or to enforce its rights related to fraud, abuse, or misuse of the Services.

19.6 Venue for Excluded Disputes. For any dispute properly brought in court under Section 19.5, each party irrevocably submits to the exclusive jurisdiction of the state courts located in Gwinnett County, Georgia, and the United States District Court for the Northern District of Georgia, and waives any objection to venue or forum non conveniens.

19.7 Confidentiality of Proceedings. The parties will maintain the confidentiality of the arbitration proceeding, filings, hearings, and award, except as necessary to enforce the award or as required by law.

20. Changes to the Agreement

20.1 Updates. PeakWave may modify this Agreement from time to time. If PeakWave makes a material change, PeakWave may provide notice by posting the updated Agreement on the Services, by email, through the account, or by another reasonable method.

20.2 Effect of Changes. Unless otherwise stated, the updated Agreement becomes effective upon posting for Free Services and at the start of the next renewal term for paid subscriptions, except that changes required by law, relating to new features, or that do not materially reduce Customer's rights may become effective sooner. Customer's continued access to or use of the Services after the effective date of an updated Agreement constitutes acceptance of the updated Agreement.

21. Export, Sanctions, and Compliance

Customer will not access or use the Services in violation of U.S. export control, sanctions, or trade laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. embargoes or sanctions applicable to the Services, and is not on any U.S. government denied party list applicable to the Services.

22. Communications and Electronic Records

22.1 Electronic Communications. Customer consents to receive communications from PeakWave electronically, including notices, invoices, disclosures, updates, and service-related communications.

22.2 Electronic Signatures and Records. Electronic acceptance, electronic signatures, click-through acceptance, and electronic records are binding and have the same force and effect as originals.

23. Notices

23.1 Notices to Customer. PeakWave may provide notices to Customer by email, through the Services, through Customer's account, or by other reasonable means.

23.2 Notices to PeakWave. Legal notices to PeakWave must be sent to hi@peakwave.ai and to Ascendward, LLC d/b/a PeakWave, 115 East Main St, Buford, GA 30518.

24. General Terms

24.1 Governing Law. This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Georgia and applicable federal law, without regard to conflict of laws rules.

24.2 Assignment. Customer may not assign, delegate, or transfer this Agreement, in whole or in part, by operation of law or otherwise, without PeakWave's prior written consent. Any attempted assignment in violation of the foregoing is void. PeakWave may assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, financing, reorganization, or sale of assets.

24.3 Force Majeure. PeakWave is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, labor disputes, utility failures, internet or hosting failures, denial-of-service attacks, war, terrorism, civil unrest, governmental actions, or failures of third-party providers.

24.4 Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, fiduciary, agency, or employment relationship between the parties.

24.5 No Third-Party Beneficiaries. Except as expressly stated in Section 17, there are no third-party beneficiaries to this Agreement.

24.6 Severability. If any provision of this Agreement is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

24.7 Waiver. A party's failure to enforce any provision of this Agreement is not a waiver of that party's right to later enforce that provision or any other provision.

24.8 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, understandings, discussions, representations, warranties, or agreements relating to that subject matter.

24.9 Order of Precedence. If there is a conflict among the documents forming this Agreement, the order of precedence is: (a) the applicable Order Form; (b) any separately executed DPA or other amendment signed by both parties; and (c) this Agreement.

24.10 Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." This Agreement will be interpreted fairly and not for or against either party as drafter.

24.11 Contact Information. PeakWave's current contact information is: Ascendward, LLC d/b/a PeakWave, 115 East Main St, Buford, GA 30518, hi@peakwave.ai, PeakWave.ai.