WaveRez Provider Terms of Service Agreement

By electronically accepting or using the Services (as defined below), Provider acknowledges and agrees to be bound by the terms of this Agreement.

1. Definitions

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

1.1 “Activity Contract” means the direct legal agreement between the Provider and a Booker for the provision of goods or services related to tours, activities, rentals, or other offerings facilitated through the WaveRez Platform.

1.2 “Additional Services” means optional services made available by WaveRez, including but not limited to website creation and hosting, affiliate distribution, performance marketing, data analytics, or connectivity with third-party platforms.

1.3 “Affiliate” means a third-party participant in the WaveRez Affiliate or TripShock Reseller Network that promotes, distributes, or resells Provider’s services to Bookers through the WaveRez Platform or related websites.

1.4 “Booker” means an individual or entity who completes a reservation or booking for the Provider’s services using the WaveRez Platform or an integrated distribution channel.

1.5 “Booking Fee” means the per-transaction fee charged by WaveRez to the Provider for use of the Platform and related payment facilitation services, as further described in Section 3.

1.6 “Provider Content” means any data, text, images, pricing, descriptions, media, or other content supplied by the Provider for use in connection with the Services.

1.7 “Platform” or “WaveRez Platform” means the proprietary online booking, scheduling, and payment management software and infrastructure operated by WaveRez.

1.8 “Services” means collectively the Core Services and Additional Services offered by WaveRez to Providers under this Agreement.

1.9 “Core Services” means WaveRez’s reservation management software, front-end booking interface, back-end operational tools, reporting dashboard, and integrated payment facilitation system.

1.10 “Payment Service Provider” (“PSP”) means a third-party financial processor or gateway integrated with the WaveRez Platform, including but not limited to Stripe, Authorize.net, or any successor or replacement providers approved by WaveRez.

1.11 “Processing Fees” means the financial transaction fees associated with credit/debit card payments, chargebacks, refunds, or other payment activities processed through a PSP.

1.12 “Reseller Network” or “Affiliate Network” means WaveRez’s proprietary distribution framework through which approved operators or affiliates may resell or refer bookings in exchange for commissions, as described in Section 12.

1.13 “Website Services” means website design, hosting, and support provided by WaveRez, where WaveRez retains ownership of all templates, frameworks, and source code, and Provider retains ownership of its domain name and content.

1.14 “Taxes” means any and all sales, use, value-added, occupancy, excise, or other taxes imposed by any governmental authority in connection with the Services or Provider’s operations.

1.15 “Term” means the period beginning upon Provider’s acceptance of this Agreement and continuing until termination as provided herein.

1.16 “Onboarding Fee” means the one-time setup and implementation charge paid by the Provider to WaveRez upon initiation of Services.

2. Description of Services

2.1 Core Services.
Subject to this Agreement, WaveRez agrees to provide Providers access to its proprietary reservation management system, including but not limited to:
a. A web-based and mobile-responsive booking interface for Bookers;
b. Back-office tools for reservation creation, modification, and cancellation;
c. Calendar and resource management;
d. Reporting and analytics;
e. Integrated credit card processing via Stripe or Authorize.net;
f. Email and SMS notifications; and
g. Access to WaveRez support and knowledge base.

2.2 Additional Services.
At its discretion, WaveRez may offer Providers optional Additional Services, including but not limited to:
a. Website Creation & Hosting. 
b. Affiliate & Reseller Distribution. 
c. Third-Party Integrations. WaveRez may offer connectivity with select third-party services, platforms, and applications at WaveRez’s sole discretion, including but not limited to:

• Online Travel Agencies (OTAs).
• Waiver management systems.
• Photography and media services.
• Customer relationship management (CRM) tools.
• Webhook and API connectivity.
• Other third-party services as may be offered from time to time.

Provider acknowledges that all integrations are:

• Governed by the terms of Section 23 (Third-Party Integrations).
• Subject to the third party’s separate terms of service.
• Provided on an “as available” basis with no guarantee of uptime, performance, or continued availability.
• Not owned, controlled, or warranted by WaveRez.

WaveRez may add, modify, or discontinue any integration at any time without liability to Provider.

2.3 Platform Availability.
WaveRez shall use reasonable commercial efforts to ensure the continuous operation and availability of the Platform. Scheduled maintenance and updates may result in temporary downtime, which shall not constitute a breach.

2.4 Updates and Improvements.
WaveRez may update the Platform periodically to improve functionality, security, and user experience. Provider agrees that only the latest version of the Platform will be supported.

2.5 Support.
WaveRez shall provide customer and technical support during its standard business hours, excluding U.S. federal holidays. Priority or after-hours support may be offered under separate terms.

3. Fees and Payment Terms

3.1 Per-Booking Fees.
WaveRez charges a per-booking fee (“Booking Fee”) for each confirmed reservation made through the Platform’s online booking portal. The specific Booking Fee rate applicable to the Provider shall be stated in the Provider’s onboarding documentation or written agreement with WaveRez. An internal booking fee for reservations entered manually by Provider staff shall only apply if expressly agreed upon in writing by both Parties.

3.2 Processing Fees.
Payment transactions processed through Stripe or Authorize.net are subject to Processing Fees determined by the applicable PSP. WaveRez may facilitate these payments but is not itself a financial institution.

3.3 Affiliate/Reseller Commissions.
When a booking originates through the WaveRez Affiliate or Reseller Network, payment processing and commission distribution are handled entirely through the TripShock Reseller Network.

3.4 Payouts.
WaveRez or the PSP shall remit funds to the Provider’s designated bank account on a regular schedule, typically daily or weekly, subject to PSP settlement times and applicable holds.

3.5 Chargebacks and Refunds.
Provider bears full responsibility for any chargebacks, reversals, or refunds initiated by Bookers. WaveRez reserves the right to withhold or offset such amounts from future payouts.

3.6 Taxes on Fees.
Provider is responsible for any applicable sales or use taxes related to WaveRez’s Services.

3.7 Currency.
Unless otherwise agreed in writing, all transactions and fees shall be denominated in U.S. Dollars (USD).

3.8 Non-Payment and Collections.
If Provider fails to remit payment or maintain sufficient funds for fees due, WaveRez may suspend access to the Platform and pursue collection. Provider agrees to pay reasonable costs of collection, including attorney’s fees.

3.9 Fee Adjustments.
WaveRez reserves the right to adjust Booking Fees with thirty (30) days’ written notice. Provider’s continued use of the Platform after such notice constitutes acceptance.

3.10 Onboarding Fees.
a. Providers are required to pay a one-time onboarding or setup fee (“Onboarding Fee”) upon initiation of Services. The specific Onboarding Fee amount applicable to each Provider will be stated in the Provider’s proposal, order form, or other written agreement with WaveRez.
b. The Onboarding Fee covers account configuration, initial system setup, and one complimentary training session with a WaveRez support representative.
c. Following the training session, WaveRez shall provide Provider with access to support documentation, video tutorials, and other resources to assist with system use.
d. The Onboarding Fee is non-refundable upon payment. By remitting payment, Provider acknowledges that WaveRez will immediately begin account configuration, and Provider forfeits any right to refund regardless of whether Provider ultimately uses the Platform.

4. Relationship Between Parties

4.1 Independent Contractor Relationship.
Provider acknowledges that WaveRez acts solely as a technology provider and payment facilitator. The Provider remains the merchant of record and principal in all Activity Contracts with Bookers unless otherwise agreed upon in writing.

4.2 No Agency or Partnership.
Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between WaveRez and Provider. Neither Party may bind or obligate the other without prior written consent.

4.3 Provider Responsibilities.
Provider is solely responsible for:
a. Performing all services sold to Bookers;
b. Maintaining licenses, permits, and compliance with local regulations;
c. Managing cancellations, customer support, and refunds;
d. Providing accurate pricing and availability data on the Platform; and
e. Ensuring that its listings and content are complete, lawful, and not misleading.

4.4 WaveRez’s Role.
WaveRez provides the technology infrastructure to facilitate reservations and payments but does not:
a. Act as a travel agency or agent for Bookers;
b. Guarantee bookings or revenues;
c. Assume liability for Provider’s acts or omissions toward Bookers.

4.5 Primary System Use.
Provider agrees to use WaveRez as the primary booking management system for processing bookings made through the Online Booking Portal and any integrated distribution channels. This provision does not restrict Provider’s right to use other systems for walk-in customers, direct phone bookings, or sales made through Provider’s own independent marketing efforts.

5. Third-Party Payment Processors

5.1 Integrated Payment Solutions.
WaveRez integrates payment gateways and processing solutions through third-party providers, including but not limited to Stripe and Authorize.net (“Payment Service Providers” or “PSPs”). These services allow Bookers to pay Providers securely through the WaveRez Platform.

5.2 Separate Agreements.
Provider acknowledges and agrees that the use of PSPs is governed by the applicable PSP user agreement, including but not limited to:

• The Stripe Services Agreement, available at https://stripe.com/legal; and
• The Authorize.net Payment Gateway Agreement, available at https://www.authorize.net/about-us/terms.html.
  

By using WaveRez’s integrated payment services, Provider agrees to be bound by these PSP terms, which may be modified by the PSPs from time to time.

5.3 Facilitated Payments.
When a Booker completes a transaction through the WaveRez Platform:
a. The PSP collects payment from the Booker;
b. The PSP deducts applicable Processing Fees;
c. The PSP transfers net proceeds to the Provider’s linked account, less applicable Booking Fees, commissions, or other charges due to WaveRez.
d. WaveRez reserves the right to assess and collect applicable Booking Fees on a post-billing basis. Such fees may be remitted via ACH transfer or direct invoice, subject to the payment terms mutually agreed upon between the parties. 

5.4 Settlement and Payout Schedule.
Payouts are typically processed daily or weekly, depending on the PSP’s schedule and Provider’s risk profile. Delays in settlement may occur due to refunds, chargebacks, or compliance reviews.

5.5 Chargebacks and Disputes.
Provider is solely responsible for handling all Booker disputes and chargebacks, including providing documentation requested by the PSP. WaveRez reserves the right to debit Provider’s PSP balance or future payouts for chargeback amounts or fines imposed by PSPs.

5.6 Refunds.
If Provider issues a full refund to a Booker:
a. Provider remains liable for the associated Processing Fees unless refunded by the PSP; and
b. WaveRez refunds the Booking Fee unless the reservation is fully refunded.
c. In exceptional circumstances involving WaveRez platform errors or technical failures that directly caused the need for a refund, WaveRez may, at its sole discretion, refund all or a portion of the Booking Fee.

5.7 Fraud Prevention and Risk Holds.
WaveRez or the PSP may place reserves or rolling holds on Provider’s account if there is a pattern of excessive disputes, suspected fraud, or regulatory risk. Such holds may remain until sufficient resolution or after the applicable chargeback period has expired.

5.8 No Banking Relationship.
Provider acknowledges that WaveRez is not a bank or money services business. All financial services are provided by the PSPs under their respective regulatory licenses.

5.9 Payment Processor Downtime and Service Interruptions
a. Provider acknowledges that WaveRez relies on third-party PSPs to process payments and that WaveRez does not control PSP operations, policies, or decisions.
b. WaveRez shall not be liable for any loss, damage, or interruption caused by:

• PSP technical outages, downtime, or service disruptions.
• PSP account suspensions, terminations, or holds.
• PSP changes to fees, terms, or policies.
• PSP data breaches or security incidents.
• PSP refusal to process transactions for any reason.
• Delays in PSP settlement or payout timing.

c. Provider’s sole recourse for any PSP-related issues is directly with the applicable PSP under their user agreement.

6. Warranties and Disclaimers

6.1 Provider Warranties.
Provider represents and warrants that:
a. It is a duly organized and validly existing business in good standing under the laws of its jurisdiction;
b. It has full authority and capacity to enter into this Agreement;
c. All information provided to WaveRez and the PSPs is accurate, current, and complete;
d. It will comply with all applicable federal, state, and local laws, including consumer protection, data privacy, accessibility, and safety regulations;
e. It possesses all necessary permits, licenses, and insurance to operate;
f. It will honor all reservations made through the Platform; and
g. It will not misrepresent its offerings or engage in deceptive practices.

6.2 WaveRez Warranties.
WaveRez warrants that it shall perform its obligations under this Agreement in a commercially reasonable, professional, and workmanlike manner.

6.3 Disclaimer of Warranties.
Except as expressly stated herein, WaveRez disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. The Platform and Services are provided “AS IS” and “AS AVAILABLE.”

6.4 Third-Party Services.
WaveRez makes no warranties regarding the performance, availability, accuracy, reliability, or suitability of any third-party services, APIs, integrations, or connected platforms, including but not limited to:
a. Online Travel Agencies (Viator, GetYourGuide, etc.)
b. Waiver management providers (Wherewolf, etc.)
c. Photography and media services
d. CRM and marketing platforms
e. Webhook endpoints and API consumers
f. Payment Service Providers (as further described in Section 5)

Provider acknowledges that third-party services are independently operated and WaveRez has no control over their operations, changes to their terms or pricing, service availability, or data handling practices. Provider’s use of any third-party service through WaveRez integrations is at Provider’s sole risk and subject to the third party’s terms of service and privacy policies.

6.5 No Guarantee of Results.
WaveRez does not warrant or guarantee any particular volume of bookings, revenue, customer acquisition, or performance outcomes as a result of Provider’s use of the Services.

7. Terms of Use and Acceptable Use

7.1 Authorized Use.
Provider is granted a limited, non-exclusive, non-transferable right to access and use the WaveRez Platform solely for legitimate business purposes related to managing its own bookings, customers, and operations.

7.2 Prohibited Conduct.
Provider agrees not to:
a. Use the Platform for unlawful, fraudulent, or abusive purposes;
b. Post or transmit material that violates any applicable laws, or the rights of any third-party;
c. Attempt to interfere with or disrupt the integrity, security, or performance of the Platform;
d. Reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform;
e. Copy or use any portion of the Platform to build a competing product or service;
f. Allow unauthorized third-parties to access the Platform;
g. Circumvent or disable security mechanisms; or
h. Use automated tools (bots, scrapers, crawlers) to extract data.

7.3 Compliance with Laws.
Provider shall comply with all applicable laws and regulations in connection with its use of the Services, including, without limitation, data protection, consumer protection, and anti-spam regulations.

7.4 Account Responsibility.
Provider is responsible for all activity conducted under its account. WaveRez is not liable for unauthorized access resulting from Provider’s failure to maintain account security.

7.5 Remedies for Violation.
WaveRez may suspend or terminate Provider’s access to the Platform for any breach of this Section, without prejudice to its other rights and remedies.

7.6 Honor Bookings and Pricing Integrity
a. Provider agrees that all confirmed bookings made through the Platform must be honored according to the pricing, inclusions, and terms listed at the time of booking.
b. Provider may not unilaterally alter pricing, reduce inclusions, or impose additional fees after a booking is confirmed.
c. Provider may cancel bookings only in accordance with:

• Force majeure events as defined in Section 20.
• Provider’s published cancellation policy as displayed on the Platform.
• Safety concerns or regulatory compliance requirements.
• Minimum participant requirements disclosed in the listing.

d. In the event Provider must cancel a confirmed booking, Provider shall provide full refund to the Booker and properly update reservation status.
e. Failure to honor bookings or engaging in deceptive pricing practices may result in suspension or termination of Provider’s account.

8. Intellectual Property

8.1 Ownership of the Platform.
WaveRez retains all right, title, and interest in and to the Platform, including its source code, architecture, databases, user interface, and related documentation. Provider acknowledges that no ownership rights are transferred under this Agreement.

8.2 License to Use Platform.
WaveRez grants Provider a limited, revocable, non-transferable, non-exclusive license to use the Platform for the duration of the Agreement, solely for Provider’s internal business purposes.

8.3 Restrictions.
Provider shall not copy, modify, distribute, display, sublicense, or otherwise exploit any component of the Platform, except as expressly permitted by WaveRez.

8.4 WaveRez Trademarks.
All trademarks, service marks, and trade names of WaveRez, including the “WaveRez” name and logo, are the property of Atlantic RS Inc. Provider shall not use WaveRez Marks without prior written consent.

8.5 Feedback.
If Provider submits feedback or suggestions about the Platform, WaveRez may use such feedback without restriction or compensation.

8.6 Third-Party Intellectual Property.
WaveRez respects the intellectual property rights of others and expects Providers to do the same. Provider shall not upload or display any material that infringes on third-party intellectual property rights.

9. Provider Content

9.1 Provider Ownership.
Provider retains ownership of all content, including descriptions, pricing, photos, and videos supplied to WaveRez, except for website templates, software code, and system-generated materials owned by WaveRez.

9.2 Content Accuracy.
Provider is solely responsible for ensuring the accuracy, legality, and completeness of Provider Content. WaveRez is not responsible for errors, omissions, or misrepresentations in Provider listings.

9.3 Prohibited Content.
Provider shall not upload or submit any content that:
a. Is defamatory, obscene, discriminatory, or otherwise unlawful;
b. Infringes on third-party copyrights, trademarks, or privacy rights;
c. Contains malicious code, viruses, or harmful software; or
d. Violates WaveRez’s policies or applicable law.

9.4 Removal of Content.
WaveRez reserves the right to remove any Provider Content that violates this Agreement or applicable laws, or which it deems inappropriate or harmful.

9.5 Publicity License.
a. Provider grants WaveRez a non-exclusive, royalty-free license to use Provider’s name, logo, and business description in WaveRez’s marketing materials, case studies, website, and presentations to identify Provider as a client.
b. Provider may opt out of this publicity license by sending written notice to [email protected]. Upon receipt, WaveRez will cease new uses of Provider’s materials within 30 days, though previously published materials may remain in circulation.
c. Provider may opt out at any time, including before any use occurs.

9.6 Accessibility.
Provider is responsible for ensuring that its content and websites built using WaveRez comply with applicable accessibility laws and standards (e.g., ADA and WCAG).

10. Data Processing and Privacy

10.1 Compliance with Laws.
Each Party shall comply with all applicable data protection, privacy, and consumer information laws, including but not limited to:
a. The General Data Protection Regulation (GDPR), to the extent applicable.
b. Any state data breach notification laws applicable to Provider’s Operations.
c. Any other federal, state, or international data protection laws governing the collection, use, or processing of personal information

All processing and handling of data under this Agreement shall be subject to and governed by WaveRez’s Privacy Policy, as updated from time to time and available at https://www.waverez.com/privacy-policy.

10.2 Role of the Parties.
For the purposes of data protection laws:
a. Provider acts as the data controller with respect to any personal data collected from Bookers in connection with their bookings; and
b. WaveRez acts as a data processor or service provider that processes such data on behalf of the Provider to deliver the Services.

10.3 Purpose of Processing.
WaveRez may process personal data for the following purposes:
a. Facilitating bookings and payments;
b. Sending reservation confirmations, reminders, or notifications to Bookers;
c. Providing analytics and reporting tools to Provider;
d. Preventing fraud, misuse, and security incidents; and
e. Complying with applicable legal and regulatory obligations.

10.4 Types of Data Processed.
Data processed by WaveRez may include Booker names, contact information, payment details (tokenized), booking history, feedback, and technical usage information (IP addresses, device identifiers, etc.).

10.5 Data Security and Confidentiality.
WaveRez shall implement appropriate technical and organizational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

10.6 Subprocessors.
Provider authorizes WaveRez to engage subprocessors (e.g., hosting providers, email services, analytics tools, and PSPs) for the purpose of delivering the Services. WaveRez shall ensure that such subprocessors are bound by obligations of confidentiality and data protection substantially similar to those contained herein.

10.7 Data Retention.
WaveRez will retain personal data for as long as reasonably necessary to fulfill the purposes of this Agreement or as required by law, after which the data will be securely deleted or anonymized.

10.8 Data Subject Requests.
Provider is responsible for responding to Booker data subject requests (access, deletion, rectification). WaveRez will assist Provider in fulfilling such requests to the extent technically feasible and legally required.

10.9 Data Breach Notification.
In the event of a confirmed data breach affecting Booker data, WaveRez shall notify the Provider without undue delay, providing details of the breach, potential impact, and mitigation steps.

10.10 International Transfers.
If data is transferred outside the United States, WaveRez shall ensure that adequate safeguards are in place (e.g., standard contractual clauses or other legally recognized mechanisms).

10.11 Privacy Policy.
Provider agrees to maintain a privacy policy that accurately describes Provider’s data collection and use practices, including disclosure of Provider’s use of WaveRez as a service provider. Such privacy policy must be:
a. Publicly accessible if Provider maintains a consumer-facing website, OR
b. Available to customers upon request if Provider does not maintain website

Provider acknowledges that failure to provide adequate privacy disclosures may violate applicable consumer protection laws and create liability for which Provider is solely responsible.

11. Security Obligations

11.1 Account Security.
Provider is responsible for maintaining the confidentiality and security of all login credentials and access tokens associated with its WaveRez account.

11.2 Security Measures.
WaveRez shall implement commercially reasonable measures to safeguard the Platform and data, including encryption in transit (HTTPS/TLS), firewalls, intrusion detection, role-based access control, and routine vulnerability testing.

11.3 Provider Responsibilities.
Provider shall:
a. Implement appropriate internal security measures to prevent unauthorized access;
b. Use strong, unique passwords and enable two-factor authentication where available;
c. Promptly notify WaveRez of any unauthorized access or security incidents;
d. Not store or transmit full payment card data outside of the PSP’s secure environment; and
e. Ensure employees and contractors adhere to confidentiality and security obligations.

11.4 Incident Response.
In the event of a suspected or actual security breach involving Provider’s systems that could impact the Platform or Bookers, Provider must immediately notify WaveRez and cooperate in containment and remediation efforts.

11.5 Prohibited Activity.
Provider shall not attempt to test, scan, or probe the security of the Platform without written authorization from WaveRez.

11.6 Audit Logs.
WaveRez may maintain security logs of all access to the Platform for compliance, troubleshooting, and fraud prevention purposes.

12. Affiliate and Reseller Network

12.1 Overview.
WaveRez operates an Affiliate and Reseller Network (“Network”) that allows approved partners (“Affiliates”) to promote or resell Provider’s activities or rentals through the WaveRez Platform or integrated partner channels. 

12.2 Eligibility.
Participation in the Network is optional. Providers may opt in via written or electronic consent by signing up with TripShock.com.

12.3 Commission Structure.
For each booking generated through an Affiliate or Reseller:
a. The Affiliate will receive a negotiated commission based on the gross booking amount.
B. TripShock will deduct the commission automatically from the Provider’s payout before disbursement.
c. The commission covers both the Affiliate’s earnings and WaveRez’s facilitation costs.

12.4 Affiliate Responsibilities.
Affiliates are independent marketing entities responsible for complying with applicable advertising and disclosure laws (e.g., FTC guidelines). WaveRez is not responsible for Affiliate content or representations.

12.5 Provider Obligations.
Provider agrees to honor all bookings made through Affiliates as if they were made directly, subject to Provider’s standard cancellation and refund policies.

12.6 Disputes and Cancellations.
If a Booker cancels or disputes a reservation booked through an Affiliate, the commission may be reversed or adjusted accordingly.

12.7 Termination of Affiliate Participation.
TripShock may remove or suspend Affiliates from the Network at any time for misconduct, fraud, or noncompliance. Provider may also opt out of participation with thirty (30) days’ written notice.

12.8 Tracking and Reporting.
All bookings through the Network will be tracked using TripShock’s affiliate platform. Reports and statements showing Affiliate-attributed transactions will be made available to Providers on the TripShock affiliate dashboard.

12.9 No Joint Venture.
Affiliates are independent contractors and not employees, agents, or partners of WaveRez or the Provider.

13. Taxes

13.1 Provider Responsibility.
Provider is solely responsible for determining, collecting, reporting, and remitting all applicable Taxes (including sales, excise, occupancy, or tourism taxes) to the appropriate authorities related to the activities it offers.

13.2 WaveRez Fees.
Provider shall be responsible for paying any Taxes arising from WaveRez’s fees unless a valid exemption certificate is provided.

13.3 Audit Cooperation.
Provider agrees to cooperate with WaveRez and provide reasonable assistance in the event of a tax inquiry, audit, or other governmental request related to transactions processed through the Platform.

13.4 Indemnity for Taxes.
Provider agrees to indemnify and hold WaveRez harmless against any claims, penalties, or interest arising out of Provider’s failure to remit or properly report Taxes.

14. Audit and Government Requests

14.1 Audit Rights.
WaveRez reserves the right, upon reasonable notice, to audit Provider’s use of the Platform and compliance with this Agreement, including financial transactions and security controls, no more than once per calendar year unless required by law or due to suspected breach.

14.2 Cooperation.
Provider agrees to fully cooperate with any reasonable audit requests, providing documentation related to bookings, refunds, and customer complaints as necessary to verify compliance.

14.3 Confidentiality of Audits.
All information obtained during an audit shall be treated as confidential and used solely for verifying compliance with this Agreement.

14.4 Government Requests.
In the event of a subpoena, law enforcement inquiry, or regulatory request involving Provider data, WaveRez may disclose such data as required by law after notifying Provider (unless prohibited by law).

14.5 Costs of Noncompliance.
If an audit reveals material noncompliance by Provider, Provider shall reimburse WaveRez for all reasonable costs associated with the audit and any resulting remediation efforts.

15. Insurance Requirements

15.1 General Insurance Expectations.
While WaveRez does not generally require Providers to maintain specific insurance coverage as a condition of participation on the Platform, Providers are solely responsible for maintaining any insurance necessary to operate their business in compliance with applicable laws and regulations.

15.2 Verification Upon Request.
In the event that WaveRez becomes aware, or has reasonable grounds to believe, that a Provider may be operating in violation of local, state, or federal law—or that such Provider’s operations present elevated risk—WaveRez reserves the right to request proof of valid and sufficient insurance coverage, including but not limited to commercial general liability and watercraft liability policies.

15.3 Failure to Provide Proof of Insurance.
Failure or refusal to provide proof of insurance upon reasonable request may result in suspension or termination of access to the Platform and its Services, at WaveRez’s sole discretion.

16. Indemnification

16.1 Provider Indemnity.
Provider agrees to defend, indemnify, and hold harmless WaveRez, its affiliates, directors, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, penalties, and expenses (including reasonable attorney’s fees) arising out of or relating to:
a. Provider’s use of the Platform or Services;
b. Provider’s breach of this Agreement;
c. Provider’s violation of applicable law or third-party rights;
d. Any injury, loss, or damage to persons or property resulting from Provider’s activities, services, or equipment; or
e. Any disputes between Provider and Bookers, Affiliates, or other third parties.

16.2 WaveRez Indemnity.
WaveRez shall indemnify Provider against claims alleging that the Platform infringes upon a valid U.S. patent, trademark, or copyright, provided that Provider promptly notifies WaveRez in writing of the claim and cooperates in its defense. This obligation does not apply to claims arising from modifications or misuse by Provider.

16.3 Procedure.
The indemnified party shall provide written notice of any claim and grant the indemnifying party control over its defense and settlement, provided that no settlement may impose monetary or injunctive obligations without the other party’s consent.

17. Limitation of Liability

17.1 Exclusion of Damages.
To the fullest extent permitted by law, WaveRez shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including lost profits, business interruption, or data loss, even if advised of the possibility of such damages.

17.2 Aggregate Liability Cap.
WaveRez’s total cumulative liability for all claims arising out of or related to this Agreement shall not exceed the total amount of Booking Fees paid by the Provider to WaveRez during the six (6) months preceding the event giving rise to the claim.

17.3 Allocation of Risk.
Provider acknowledges that the fees charged by WaveRez reflect the allocation of risk set forth in this section and that this limitation of liability is an essential basis of the bargain between the Parties.

17.4 Exclusions.
The limitations in this section shall not apply to:
a. Either Party’s gross negligence or willful misconduct;
b. Provider’s indemnification obligations under Section 16; or
c. Claims for nonpayment of fees owed to WaveRez.

18. Term and Termination

18.1 Term.
This Agreement commences on the Effective Date and continues in effect until terminated by either Party as provided herein.

18.2 Termination by Provider.
Provider may terminate this Agreement at any time upon thirty (30) days’ written notice to WaveRez, provided that all outstanding fees and liabilities are paid in full prior to termination.

18.3 Termination by WaveRez.
WaveRez may terminate or suspend this Agreement and Provider’s access to the Platform:
a. Immediately upon Provider’s breach of this Agreement;
b. If Provider fails to maintain required insurance or payment credentials;
c. For nonpayment of any undisputed amounts due to WaveRez; or
d. Upon thirty (30) days’ notice without cause.

18.4 Effect of Termination.
Upon termination:
a. Provider’s right to access the Platform will immediately cease;
b. Outstanding bookings already made shall be honored by Provider;
c. WaveRez shall retain data for a period of at least sixty (60) days to facilitate reporting or reconciliation; and
d. Provisions intended to survive termination (including confidentiality, indemnity, and limitation of liability) shall remain in full force.

18.5 Suspension.
WaveRez may suspend Provider’s access to the Platform temporarily for security concerns, nonpayment, or maintenance. Suspension does not relieve the Provider of its payment obligations.

18.6 Post-Termination Data Access.
WaveRez may provide Provider, upon request within thirty (30) days of termination, with a copy of Provider’s booking and financial data in a standard export format.

19. Confidentiality

19.1 Definition.
“Confidential Information” means all nonpublic information disclosed by one Party to the other that is marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential under the circumstances.

19.2 Exclusions.
Confidential Information does not include information that:
a. Is or becomes publicly known without breach of this Agreement;
b. Was known by the receiving Party prior to disclosure;
c. Is independently developed without use of the disclosing Party’s information; or
d. Is lawfully received from a third party without restriction.

19.3 Obligations.
Each Party shall:
a. Use Confidential Information solely for purposes of performing under this Agreement;
b. Protect it with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and
c. Not disclose it to any third party except employees, agents, or contractors bound by confidentiality obligations.

19.4 Required Disclosure.
If either Party is required by law or legal process to disclose Confidential Information, it shall notify the other Party (unless prohibited by law) and cooperate to limit or contest the disclosure.

19.5 Return or Destruction.
Upon termination, each Party shall return or destroy the other Party’s Confidential Information, except for copies retained for legal compliance or backup purposes.

20. Force Majeure

20.1 Definition.
Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, pandemic/public health emergencies, cyber attacks, war, terrorism, strikes, government actions, failure of third-party service providers, or Internet outages.

20.2 Notice.
The affected Party shall promptly notify the other Party in writing of the force majeure event and use reasonable efforts to mitigate its effects.

20.3 Suspension of Obligations.
Performance obligations shall be suspended during the period of delay, provided that the affected Party resumes performance promptly upon cessation of the force majeure event.

20.4 Termination for Extended Force Majeure.
If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice.

21. Governing Law and Venue

21.1 Governing Law.
This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles.

21.2 Jurisdiction and Venue.
The Parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Okaloosa County, Florida. Each Party consents to the jurisdiction of such courts and waives any objections to venue.

21.3 Waiver of Jury Trial.
Each Party hereby waives its right to a trial by jury in any proceeding arising out of or related to this Agreement.

21.4 Attorneys’ Fees.
In any legal action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

22. Third-party Integrations and Connected Services

22.1 Integrated Services
WaveRez may offer integrations with third-party platforms and services (“Integrated Services”), including but not limited to Online Travel Agencies (OTAs), waiver management systems, photography services, CRM platforms, webhooks, APIs, and other third-party applications.

22.2 Third-Party Relationships
Provider acknowledges and agrees that:
a. Integrated Services are operated by independent third parties, not by WaveRez;
b. Use of Integrated Services requires Provider to accept the third party’s terms of service and privacy policy;
c. Provider’s relationship with any Integrated Service provider is direct and independent of WaveRez;
d. WaveRez is not a party to any agreement between Provider and a third-party service provider;
e. WaveRez has no control over third-party operations, policies, pricing, or service availability; and
f. Provider must resolve all disputes with third parties directly.

22.3 Data Sharing
By enabling an integration, Provider authorizes WaveRez to share Provider’s data, including booking information, customer data, and operational data, with the Integrated Service as necessary to provide the integration functionality. Provider is solely responsible for:

•   Understanding what data is shared with each Integrated Service;
•   Ensuring compliance with applicable privacy laws;
•   Updating Provider’s privacy policy to disclose such data sharing; and
•   Obtaining all necessary consents from Bookers.

22.4 No Warranty or Liability for Integrated Services
In addition to the disclaimers in Sections 6 and 17, WaveRez makes no warranty regarding, and shall not be liable for, any aspect of Integrated Services, including but not limited to:
a. Availability, uptime, performance, or reliability;
b. Accuracy, completeness, or timeliness of data;
c. Security practices or data breaches by third parties;
d. Changes to third-party terms, pricing, APIs, or features;
e. Suspension or termination of Provider’s third-party account;
f. Failed data synchronization, webhook delivery, or API calls;
g. OTA booking issues, commission disputes, or overbookings;
h. Waiver collection failures or synchronization delays;
i. Lost or corrupted photos, videos, or media content;
j. CRM data errors, marketing compliance violations, or list issues; or
k. Any other act, error, omission, or failure by a third-party provider.

Provider’s sole recourse for integration-related issues is with the third-party service provider.

22.5 Modifications and Termination
WaveRez may add, modify, suspend, or discontinue any integration at any time without liability. WaveRez will use reasonable efforts to provide advance notice of material changes, but such notice is not guaranteed.

22.6 Provider Indemnification
Provider agrees to indemnify WaveRez for any claims arising from:
a. Provider’s use of Integrated Services;
b. Provider’s violation of third-party terms of service;
c. Data shared with third parties by or on behalf of Provider;
d. Provider’s failure to comply with privacy or marketing laws; or
e. Disputes between Provider and third-party service providers.

22.7 Beta Integrations
Integrations labeled “Beta,” “Preview,” or “Experimental” are provided for testing purposes only, may contain errors, and may be discontinued without notice. Use of beta integrations is at Provider’s sole risk with no warranty or support.

23. Miscellaneous

23.1 Entire Agreement.
This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or representations.

23.2 Amendments.
No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties or acknowledged through electronic acceptance within the Platform.

23.3 Assignment.
Provider may not assign or transfer this Agreement or any rights or obligations hereunder without prior written consent from WaveRez. WaveRez may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

23.4 Independent Contractors.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

23.5 Severability.
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

23.6 Waiver.
Failure or delay by either Party to enforce any provision shall not constitute a waiver of such provision or any other right.

23.7 Notices.
All notices under this Agreement shall be in writing and deemed duly given when:
a. Sent via email to the addresses below and a confirmation of delivery is received, OR
b. Sent via certified mail, return receipt requested, OR
c. Delivered via overnight courier with tracking

For WaveRez:
Atlantic RS Inc. dba WaveRez
3999 Commons Dr. W, Unit N
Destin, FL 32541

Email: [email protected]

For Provider:
To the email address associated with Provider’s account
For termination notices specifically, Provider may alternatively submit notice via WaveRez support ticket system, which shall constitute valid written notice.

23.8 Survival.
Sections concerning payment obligations, confidentiality, indemnification, limitation of liability, and governing law shall survive termination or expiration of this Agreement.

23.9 Counterparts and Electronic Acceptance.
This Agreement may be executed in counterparts and accepted electronically, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.