Terms of Service and Subscription Agreement

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity.

These Terms incorporate by reference our Privacy Policy, Data Processing Agreement ("DPA"), Refund Policy, and Acceptable Use Policy (together, the "Policies"). Where Customer's use of the Service involves the processing of personal data on Customer's behalf, the DPA applies and controls with respect to that processing. If there is a direct conflict between these Terms and a Policy on a matter the Policy specifically addresses, the Policy controls solely as to that matter.

If you do not agree to these Terms, you must not access or use the Service.

• "Account" means the CookieWave account through which Customer accesses and administers the Service.
• "Aggregated Data" means data derived from Customer's use of the Service that has been aggregated and de-identified such that it does not identify Customer, any end user, or any individual.
• "Customer Data" means data that Customer or its Websites submit to, or generate through use of, the Service, including consent records, banner configurations, and cookie scan results, but excluding Aggregated Data.
• "Order" means a subscription checkout, order form, or online purchase through which Customer selects a Subscription Plan.
• "Subscription Plan" means the tier of the Service purchased by Customer, including the applicable billing cycle and the number of Websites included.
• "Website" means a single root domain (for example, "example.com") registered by Customer to the Service. A Website license covers the root domain together with an unlimited number of its subdomains (for example, "shop.example.com" and "blog.example.com") at no additional charge. Each additional root domain is a separate Website and requires its own subscription, or an upgraded Subscription Plan that includes it, as applicable.

Subject to these Terms and payment of applicable fees, CookieWave grants Customer access to the Service for the duration of the applicable Subscription Plan.

CookieWave targets a Service availability of 99.9%, measured monthly, excluding scheduled maintenance (for which CookieWave will use commercially reasonable efforts to provide advance notice), Force Majeure Events, and factors outside CookieWave's reasonable control (including Customer's own infrastructure, third-party networks, and internet backbone issues). This availability target is a service commitment and does not itself entitle Customer to service credits or other remedies unless expressly agreed in a separate Order.

CookieWave may make an application programming interface (the "API") available to Customer. Customer's use of the API is subject to these Terms and any published API documentation, usage limits, and rate limits made available by CookieWave.

API access is subject to rate limits, which CookieWave may set and adjust from time to time to protect the stability, security, and performance of the Service for all customers. Customer must not attempt to bypass, circumvent, or exceed applicable rate limits, or otherwise interfere with the API's normal operation.

CookieWave may change, deprecate, or discontinue the API, or any endpoint or feature of it, at any time. Where CookieWave deprecates an API capability that Customer relies on in production, CookieWave will use reasonable efforts to provide advance notice before it is discontinued, except where immediate action is required for security or legal reasons.

CookieWave may revoke or suspend API credentials at any time, including without prior notice, where CookieWave reasonably detects misuse, abuse, or a security risk associated with those credentials.

The Service is a software tool that helps Customer configure and display cookie and tracking consent banners and manage consent records. CookieWave is not a law firm, does not provide legal advice, and no part of the Service, our documentation, or any communication from CookieWave personnel constitutes legal advice or creates an attorney-client relationship.

CookieWave does not warrant or guarantee that: (a) Customer's use of the Service, or its cookie banner as configured, complies with the General Data Protection Regulation, ePrivacy Directive, California Consumer Privacy Act, or any other data protection, privacy, or consumer protection law; (b) any scan, category, or disclosure generated by the Service is complete or accurate for Customer's Website; or (c) Customer's specific configuration of the Service is appropriate for Customer's business or jurisdiction.

Customer is solely responsible for determining its own legal obligations, for configuring the Service in a manner consistent with those obligations, and for obtaining independent legal advice regarding its use of cookies, trackers, and the Service. Customer is solely responsible for the content, configuration, and operation of its Websites, including any consequences resulting from Customer's use, misuse, or non-use of the Service.

Subject to these Terms, CookieWave grants Customer a limited, non-exclusive, revocable license to access and use the Service during the term of the applicable Subscription Plan, solely for Customer's internal business purposes. Customer's Account may not be assigned or transferred to another entity except as permitted under Section 24 (Assignment).

Agencies. A Customer operating as a marketing, web development, or compliance agency may use a single Account to configure and manage the Service for Websites belonging to its own clients, provided the agency remains responsible for its clients' compliance with these Terms and for all activity occurring under its Account.

Resellers. Customer may resell CookieWave subscriptions to its own customers, provided that each such subscription remains subject to these Terms and the reselling arrangement does not misrepresent the relationship between the reseller, its customers, and CookieWave. Reselling under this paragraph is a distinct commercial arrangement in which the reseller's own customers hold their own subscriptions; it does not constitute an assignment or transfer of Customer's own license under this Section 6.

No white-labeling. CookieWave does not offer white-label services. Agencies and resellers may not remove, obscure, or replace CookieWave's branding or represent the Service as their own proprietary product.

Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, or disassemble the Service; (b) sublicense, resell, or make the Service available to any third party except as expressly permitted above; (c) use the Service to build a competing product or service; or (d) circumvent any usage limits of a Subscription Plan.

CookieWave may suspend Account access immediately and, where practicable, following notice to Customer of the reason for suspension, if CookieWave reasonably believes Customer has breached these Terms or the Acceptable Use Policy, or that the Account poses a security risk to the Service or other customers — including where CookieWave reasonably detects fraud, malware, denial-of-service (DDoS) activity, credential stuffing, or other abusive automated activity associated with the Account. Where notice before suspension would compromise CookieWave's ability to investigate or mitigate the risk, CookieWave may suspend access first and notify Customer as soon as reasonably practicable afterward.

Customer is responsible for maintaining the security of its Account, including for:

• protecting the confidentiality of its login credentials and any API keys issued to it;
• enabling and maintaining two-factor authentication (2FA) where made available by CookieWave;
• restricting Account access to authorized users; and
• promptly notifying CookieWave at [email protected] upon becoming aware of any actual or suspected unauthorized access to, or compromise of, its Account, credentials, or API keys.

Customer is responsible for all activity occurring under its Account, whether or not authorized by Customer, except to the extent caused by CookieWave's failure to meet its own security obligations under the DPA.

CookieWave continuously develops and evolves the Service. CookieWave may add, modify, or remove features of the Service at any time. Where CookieWave deprecates functionality that Customer relies on in production, CookieWave will use reasonable efforts to provide advance notice before that functionality is discontinued, except where immediate action is required for security, legal, or operational reasons. This Section does not limit CookieWave's rights with respect to Beta Features under Section 11, which may be modified or discontinued without notice.

CookieWave and its licensors own all right, title, and interest in and to the Service, including all software, designs, and documentation, and all intellectual property rights therein. Except for the limited license granted in Section 6, no rights are granted to Customer by implication or otherwise.

As between the parties, Customer owns all Customer Data. Customer grants CookieWave a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide, maintain, and support the Service in accordance with these Terms and, where applicable, the DPA.

If Customer submits feedback, suggestions, or ideas about the Service, CookieWave may use that feedback for any purpose, including to improve the Service, without obligation or compensation to Customer.

Aggregated and statistical data. CookieWave may create Aggregated Data from Customer's use of the Service, including anonymized consent rates, banner interaction statistics, and cookie category trends, and may combine such data with equivalent data from CookieWave's other customers. CookieWave may use Aggregated Data to operate, secure, and improve the Service; to produce industry benchmarks, reports, and analyses; and for other business and marketing purposes, including publication of Aggregated Data in aggregate or benchmark form. Aggregated Data does not identify Customer, any of Customer's Websites, or any individual end user, and CookieWave will not publicly attribute Aggregated Data to Customer by name without Customer's consent. CookieWave will not use Customer Data to train general-purpose artificial intelligence or machine learning models.

Subscription Plans are billed monthly or annually, as selected by Customer at checkout. Payments are processed by Stripe, Inc., a third-party payment processor. By providing a payment method, Customer authorizes CookieWave to charge that payment method for all fees due under the applicable Subscription Plan, including recurring charges upon renewal.

CookieWave does not currently offer a free trial. A paid subscription begins immediately upon Customer's Order unless otherwise stated on that Order.

Subscriptions automatically renew for successive terms equal to the initial billing cycle (monthly or annual, as applicable) unless Customer cancels before the renewal date through the Account settings or by contacting [email protected]. Customer may cancel at any time; cancellation takes effect at the end of the then-current billing period, and Customer retains access through that date. Refunds, where applicable, are governed by the Refund Policy.

If a payment is not successfully processed, CookieWave may suspend or limit Account access following notice to Customer, and may terminate the Account if the amount owed remains unpaid. Fees are stated exclusive of applicable taxes, and Customer is responsible for all sales, use, value-added, and similar taxes associated with its purchase, other than taxes on CookieWave's income. CookieWave will provide at least 30 days' notice before any fee increase takes effect on a subsequent renewal.

CookieWave may make features available on a beta, preview, early-access, or experimental basis ("Beta Features"), for evaluation purposes only. Beta Features are provided "as is," without warranty of any kind. Beta Features may contain bugs or errors that corrupt or result in the loss of Customer Data; may not be covered by CookieWave's standard customer support; may be changed or discontinued at any time without notice; are excluded from the Service availability target described in Section 3; and may never be released as part of the generally available Service. Customer should not use Beta Features with production data or in any environment where data loss or service interruption would cause harm. CookieWave may request feedback on Beta Features and may impose additional terms specific to a given Beta Feature, which will apply in addition to these Terms.

The Service includes AI-assisted functionality that generates suggested descriptions and category labels for cookies and trackers identified on Customer's Website ("AI Features"), intended to help Customer populate its consent banner more quickly. AI-generated output is provided as a starting point for Customer's convenience only.

AI-generated content may be inaccurate, incomplete, or unsuitable for Customer's specific Website or jurisdiction. Customer is solely responsible for reviewing, editing, and approving any AI-generated content before it is published or relied upon, and CookieWave does not warrant the accuracy, completeness, or legal sufficiency of any AI-generated output.

The Service is intended for use by businesses and professionals in connection with their commercial Websites and is not intended for personal, family, or household use.

Each party represents that it has the legal authority to enter into these Terms. Except as expressly stated in these Terms, the Service is provided "as is" and "as available," and, to the maximum extent permitted by law, CookieWave disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or fully secure.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or relating to these Terms, whether based in contract, tort, or any other legal theory, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

To the maximum extent permitted by law, CookieWave's total aggregate liability arising out of or relating to these Terms, whether arising from one or more claims, will not exceed the total fees actually paid by Customer to CookieWave in the six (6) months immediately preceding the event giving rise to the claim.

These limitations do not apply to: (a) a party's payment obligations; (b) a party's breach of Section 17 (Confidentiality); (c) Customer's indemnification obligations under Section 15 (Indemnification), which are not subject to the cap in this Section; or (d) liability that cannot be limited or excluded under applicable law.

Customer will defend, indemnify, and hold harmless CookieWave and its officers, employees, and affiliates from and against any claims, damages, liabilities, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the Service in violation of these Terms or applicable law; (b) Customer Data, including its accuracy, legality, and the manner in which Customer configures the Service; (c) Customer's Websites, and the Websites of any clients Customer manages under Section 6, including their compliance with applicable data protection, privacy, or consumer protection laws; or (d) Customer's breach of the Acceptable Use Policy.

These Terms remain in effect for as long as Customer maintains an active Subscription Plan or otherwise accesses the Service. Customer may cancel its subscription at any time as described in Section 10. CookieWave may suspend or terminate Customer's Account: (a) for non-payment, as described in Section 10; (b) as described in Section 6 (Accounts, Agencies and Resellers), for breach of these Terms or the Acceptable Use Policy, or where the Account poses a security risk, including fraud, malware, DDoS activity, credential stuffing, or other abusive automated activity; or (c) immediately, where CookieWave reasonably determines that continued access would violate applicable law.

Upon termination or expiration of these Terms, Customer's license to use the Service ends immediately. CookieWave will delete Customer Data within 30 days following termination, except where retention is required by law or exists in routine backups pending deletion in the ordinary course. During that 30-day period, Customer may request an export of its consent log data by contacting [email protected]. Other Customer Data, such as banner configurations and cookie scan results, is not guaranteed to remain available or exportable after termination, and Customer should export any consent log data it wishes to retain promptly after cancellation.

Each party may have access to non-public information of the other party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Each party will use the other party's Confidential Information solely to perform its obligations under these Terms, will protect it using at least the same degree of care it uses to protect its own confidential information of similar importance (and in no event less than reasonable care), and will not disclose it to any third party except to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Section. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without confidentiality obligation, or is required to be disclosed by law, provided the disclosing party is given reasonable notice where legally permitted.

Where Customer uses the Service to process personal data of its Website visitors, Customer acts as the controller (or business, as applicable under CCPA) of that personal data, and CookieWave acts as a processor (or service provider) acting on Customer's documented instructions. The terms of our DPA are incorporated into these Terms and apply automatically whenever Customer's use of the Service involves such processing.

CookieWave uses subprocessors to host and deliver the Service, including Amazon Web Services (AWS) for infrastructure hosting and Cloudflare for content delivery and network security, each engaged under obligations consistent with the DPA.

The Service relies on and integrates with third-party services, including Stripe for payment processing and the infrastructure providers described in Section 18. CookieWave is not responsible for the acts, omissions, or availability of third-party services. The Service may also incorporate open-source software components, each of which remains subject to its own license terms; a list of such components is available upon request.

Neither party will be liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, internet or utility failures, or actions of governmental authorities ("Force Majeure Event"), for as long as that Force Majeure Event continues.

Customer consents to receive communications from CookieWave electronically, including by email and through notices posted on the Service or our website. These electronic communications satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

The Service, including any software or technology made available through it, may be subject to U.S. export control and economic sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") and the U.S. Department of Commerce. 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. sanctions, and is not identified on any U.S. government list of prohibited or restricted parties, including OFAC's Specially Designated Nationals and Blocked Persons List. Customer will not access or use the Service in violation of any applicable export control or sanctions law, and will not permit any third party to do so.

Sections of these Terms that by their nature should survive termination or expiration — including Definitions, Intellectual Property; Customer Data, any fees owed as of termination, Confidentiality, Indemnification, Limitation of Liability, the data protection obligations described in Section 16 (Term, Suspension and Termination) and Section 18 (Data Protection), Export Controls, and General Provisions — will survive termination or expiration of these Terms.

Changes to these Terms. CookieWave may modify these Terms from time to time. If we make a material change, we will provide at least 30 days' notice before the change takes effect, by email or through a notice on the Service or our website. Continued use of the Service after the effective date of a change constitutes acceptance of the revised Terms; if Customer does not agree, its sole remedy is to cancel its subscription before the change takes effect.

Governing law. These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles.

Venue. The state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to the exclusive venue and personal jurisdiction of those courts and waives any objection to venue on the grounds of inconvenient forum.

Assignment. Customer may not assign these Terms or its Account without CookieWave's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. CookieWave may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Marketing references. CookieWave may identify Customer by name and logo as a user of the Service in marketing materials, on our website, and in sales presentations, unless Customer notifies CookieWave in writing that it objects, in which case CookieWave will remove such references within a commercially reasonable time.

Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Entire agreement; severability. These Terms, together with the Policies incorporated by reference and any applicable Order, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on that subject. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. The failure of either party to enforce any provision of these Terms is not a waiver of that provision.

Notices. Notices to CookieWave should be sent to [email protected]. Notices to Customer will be sent to the email address associated with its Account.

Contact. Questions about these Terms can be directed to [email protected].