Terms of Use

1. PORTAL TERMS AND CONDITIONS. These Sanuwave Customer Portal Terms and Conditions, including any documents and additional terms and conditions incorporated herein (the “Portal Agreement”) is between Sanuwave and the entity that accepts this Portal Agreement (“Customer”). The Portal Agreement governs the Customer's use of the Sanuwave Customer Portal (“Portal”). BY CLICKING THE “I ACCEPT” BUTTON, REGISTERING TO USE THE PORTAL, OR OTHERWISE ACCEPTING THIS PORTAL AGREEMENT THROUGH A SANUWAVE QUOTE OR PURCHASE ORDER THAT INCORPORATES THIS PORTAL AGREEMENT, THIS PORTAL AGREEMENT IS EFFECTIVE AND CUSTOMER AGREES TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS PORTAL AGREEMENT. THE INFORMATION CONTAINED ON THIS PORTAL IS PRIVATE AND ACCESS TO THE PORTAL IS INTENDED ONLY FOR SANUWAVE CUSTOMERS. IF AN INDIVIDUAL IS ACCEPTING THIS PORTAL AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT HE OR SHE IS AT LEAST EIGHTEEN YEARS OF AGE AND HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS PORTAL AGREEMENT AND REFERENCES TO “CUSTOMER” HEREIN SHALL REFER TO SUCH ENTITY.

2. ADDITIONAL TERMS AND CONDITIONS. Purchases made by the Customer through the Portal shall, in addition to the terms and conditions set forth in this Agreement, be subject to (i) Customer's current written and executed agreement with Sanuwave for the purchase of the applicable Products, Components and/or Items (the “Sanuwave Agreement”), or (ii) in the absence of a Sanuwave Agreement the terms and conditions set forth in Sanuwave's then-current standard terms and conditions shall apply (available here “Standard Terms”). Such Sanuwave Agreement or Standard Terms, as applicable, are incorporated by reference.

3. ACCOUNTS AND REGISTRATION. To access and use the Portal, Customer's users (“Users”) must register with Sanuwave as an “Authorized User” and/or “Administrative User”. Each User will also be required to provide Sanuwave with certain information, such as email addresses, usernames, passwords and other account information requested by Sanuwave. Sanuwave reserves the right to suspend or cancel a Customer User's Portal access rights at any time in its sole discretion. Customer is responsible for identifying and authenticating all of its Users, for approving access by such Users to the Portal, for controlling against unauthorized access by such Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Customer's User usernames, passwords and accounts with Sanuwave, Customer accepts the responsibility for the timely and proper termination of User records in Customers intranet identity infrastructure or on Customer's local computers. Customer is responsible for all activities that occur under Customer's User usernames, passwords or accounts or as a result of Customer or Customer's access to the Portal and agree to notify Sanuwave immediately of any unauthorized use or if Customer has reason to believe that access to the Portal is not secure.

4. RIGHTS GRANTED. Sanuwave grants Customer and its Users the non-exclusive, non-assignable, royalty-free, worldwide, limited right to access and use the Portal, software and applications owned by or licensed to Sanuwave operating on the Portal, and services or support provided through the Portal solely for Customer's internal business operations, subject to the terms and conditions of the Portal Agreement. Customer does not acquire under this Portal Agreement any right or license to use the Portal in excess of those expressly set forth herein.

5. USE OF THE SANUWAVE PORTAL. Customer's access to and use of the Portal is solely for the intended purpose of (i) Customer placing orders for Sanuwave Products, Components and/or Items, (ii) receiving Sanuwave Customer support services, and (iii) such other Sanuwave services that may be made available through such Portal from time to time in Sanuwave's sole discretion. Customer shall not access or use the Portal for any other purpose. Customer's access to and use of the Portal is subject to Customer's full compliance with this Portal Agreement and any other guidelines and policies applicable to the Portal that Sanuwave may post an any time and from time to time. Sanuwave reserves the right, without liability, to suspend or terminate Customer's access to and use of the Portal at any time at Sanuwave's sole discretion.

6. ONLINE CONTRACTING. Customer agrees to the use of electronic documents and records in connection with this Portal Agreement and all future documents and records in connection with any purchases made pursuant to this Portal Agreement, including this electronic signature and disclosure notice, and that this use satisfies any requirement that Sanuwave provide the Customer these documents and their content in writing. If Customer does not agree, it must not enter into this Portal Agreement. The Customer has the right to receive a paper copy of all documents and records if and to the extent required under applicable law. The Customer may (a) obtain a paper copy of any document or record (free of charge), (b) withdraw the Customer's consent to the use of electronic documents and records, or (c) update the Customer's contact information through the Customer's account. To receive or access electronic documents and records, the Customer must have the following equipment and software: (x) a device that is capable of accessing the Internet, (y) a compatible Internet browser, and (z) software that permits the Customer to receive and access Portable Document Format or “PDF” files, such as Adobe Acrobat Reader. To retain documents and records, the Customer device must have the ability to download and store PDF files.

7. CHANGES AND UPDATES TO THE PORTAL. Sanuwave may make changes or updates to the Portal (e.g., infrastructure, security, technical, or feature updates) at any time and from time to time in Sanuwave's sole discretion.

8. PORTAL CONTENT. The content and information available on the Portal (collectively, “Portal Content”) are protected by copyright and other intellectual property laws throughout the world. All copyright and other proprietary notices on any Portal Content must be retained on any copies made thereof. Any unauthorized use, reproduction, modification, distribution, public display or public performance of any Portal Content is strictly prohibited. Sanuwave and its licensors reserve all rights not granted expressly herein.

9. PROHIBITED CONDUCT. By using the Portal, Customer agrees on behalf of itself and its Users not to: (a) Use or access the Portal (i) for any illegal purpose, or (ii) in violation of any federal, state or international law; (b) Use scrapers, robots, or other data gathering devices on or through the Portal, or frame or otherwise provide access to the Portal to third parties; (c) Interfere with security-related features of the Portal, including by (i) disabling or circumventing features that prevent or limit unauthorized access to the Portal, or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Portal; (d) Interfere with the operation of the Portal or any other Sanuwave customer's access to or use of the Portal, including by (i) uploading or otherwise disseminating any virus, adware, spyware, work, or other malicious code, (ii) attempting to collect personal information about a third party, or (iii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Portal, or violating any regulation, policy or procedure of any such network, equipment or server; or (e) Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing the Portal or a third party's Portal account without permission, or falsifying Customer or a Customer's User account registration information.

10. GOVERNING LAW AND JURISDICTION. Notwithstanding any language to the contrary, both Sanuwave and Customer agree that regardless of where the Customer is domiciled, where the Portal Agreement is signed, or what jurisdiction the purchases are ordered, shipped or delivered, this Portal Agreement shall have been deemed to have been entered into and shall be governed by the laws of the State of Minnesota. The exclusive jurisdiction for any legal action arising out of or relating to this Portal Agreement shall be the state or federal courts located in the State of Minnesota.

11. MODIFICATIONS. Sanuwave reserves the right, at its sole discretion, to change the terms and conditions of this Portal Agreement on a going-forward basis at any time. If a change to such terms and conditions materially modifies Customer's rights or obligations, Sanuwave will notify Customer of the modification by email to the address Customer provided in connection with acceptance of the Portal Agreement and Customer's registration to use the Portal.

12. DISCLAIMER. THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. SANUWAVE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PORTAL, ALL MATERIAL AND CONTENT, AND ANY PURCHASED MADE THROUGH SUCH PORTAL, INCLUDING, BUT NOT LIMITED TO, (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. SANUWAVE DOES NOT GUARANTEE THAT THE PORTAL WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT SANUWAVE WILL CORRECT ALL PLATFORM ERRORS, OR THAT THE PORTAL WILL MEET CUSTOMER'S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT SANUWAVE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE PORTAL MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SANUWAVE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SANUWAVE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PORTAL THAT ARISE FROM YOU USE OR MISUSE OF THE PORTAL.

13. ASSIGNMENT. Customer may not assign or transfer any of its obligations under this Portal Agreement without Sanuwave's prior written consent.

14. ENTIRE AGREEMENT. This Portal Agreement together with any attachments or other documents expressly incorporated by reference constitute the final, complete, and exclusive agreement between the parties relating to the subject matter hereof, supersede all prior conversations, understandings, promises and agreements relating to the subject matter hereof. Neither Party has relied upon any communications, representations, terms or promises, verbal or written, not set forth herein.

15. SEVERABILITY. If any provision of this Portal Agreement is held invalid or unenforceable, ,the remaining provisions shall continue in full force and effect.

16. NOTICES. All notices or other communications required under this Portal Agreement must be in writing, shall be deemed given upon receipt, provided to the Parties at their respective addresses set forth in the Portal registration, and sent via (i) hand delivery, (ii) US certified mail (return receipt requested), or (iii) overnight commercial delivery service.

17. CONTROLLING. In the event of any conflict or inconsistencies between this Portal Agreement and any other document including, without limitation, any Customer provided purchase order, the terms and conditions set forth in the Portal Agreement shall govern and control.