Service Agreement

1. What Wavy Does

Wavy provides an AI-powered “front desk” for your business. Depending on the plan and features you turn on, that can include:

• An AI assistant that talks to your customers on your connected channels (Instagram DMs, SMS/text, and email) to answer questions, take orders or bookings, and hand off to you when a human is needed.
• A storefront where your customers can view your products/services, place orders, and pay a deposit or balance.
• A booking/scheduling system for pickups, appointments, or reservations.
• Notifications to you and your customers (email and, where enabled, SMS).
• An operator dashboard (the “Portal”) where you run your business.

We provide the software and keep it running with commercially reasonable effort. We’re always improving it, so specific features may change over time.

2. What You’re Responsible For

Wavy is a tool that helps you run your business — you still run your business. You are responsible for:

• Fulfilling your own orders and bookings. Wavy takes orders and payments; you make the product, provide the service, and handle pickup/delivery.
• The accuracy of your content — your prices, products, hours, policies, and anything you tell us to show customers.
• Your legal and tax obligations — business licenses, permits, sales tax, and how you run your company. Wavy does not provide legal, tax, or financial advice (see Section 7).
• Getting proper consent before customers are texted. If SMS is enabled, you confirm the phone numbers were collected with the customer’s consent and that your business information for carrier registration (10DLC) is accurate.
• Keeping your connected accounts in good standing (Instagram/Meta, Stripe, email) and giving us accurate information to set them up.

3. Fees, Billing, and Deposits

• Subscription. You pay the monthly fee for your plan. Billing is handled through Stripe and renews automatically each month until you cancel.
• Setup fee. If your plan includes a one-time setup fee, it’s billed at signup.
• Add-ons. Optional add-ons (for example, a custom domain) are billed as described when you add them.
• Non-refundable. Setup fees and monthly subscription fees are non-refundable. You can cancel anytime to stop future charges (see Section 11), but fees already paid — including the current month — are not refunded and are not prorated.
• Customer deposits are non-refundable. When your customers pay a deposit to place an order or booking, that deposit is non-refundable to the customer. This protects you against no-shows and wasted work. Wavy is not a party to the transaction between you and your customer — payments flow to your own connected Stripe account.
• Payment processing (Stripe). Customer payments are processed by Stripe and settle directly to your own connected Stripe account. Stripe charges its standard processing fee — currently 2.9% + $0.30 per successful transaction — which Stripe deducts. Those fees are set by Stripe under its terms, not by Wavy, and may change.
• Wavy platform fee. For providing and operating the platform that powers these transactions, Wavy charges a platform fee of 1% of each transaction processed through your connected account. This fee is separate from Stripe’s processing fee and is automatically deducted from the transaction at the time of payment, so the amount that settles to your account is the transaction total minus Stripe’s processing fee and Wavy’s 1% platform fee. Your monthly subscription and any setup fee are billed separately and are in addition to this transaction fee.
• Customer service fees. If you choose to pass a service fee to your customers, you do so as the merchant of record and are solely responsible for compliance with all card-network rules and state laws governing surcharges and payment fees in your jurisdiction. Wavy provides the tooling and makes no representation that any such fee is permitted in your location.

3.1 Merchant of Record and Taxes

• You are the merchant of record for every transaction with your customers. You’re responsible for the goods and services you sell, for fulfillment, and for refunds and chargebacks on those transactions. Wavy is the platform that helps you accept payment through Stripe; Wavy is not the merchant of record and does not take ownership of what you sell.
• You are solely responsible for your tax obligations — determining which taxes apply to your business, registering for any required sales/use tax permits, collecting the correct tax on your customer transactions, and filing and remitting that tax to the appropriate authorities. This allocation applies regardless of how any tax authority may characterize Wavy’s role, and nothing in this Agreement shifts any part of your tax obligations to Wavy.
• Wavy’s fees don’t include taxes. You’re responsible for any taxes on your own purchases under this Agreement, other than taxes on Wavy’s income.
• Tax-calculation tools assist you; they don’t decide for you. Wavy may provide tools (including Stripe Tax integration and default tax-code suggestions) to help calculate sales tax. These tools are provided “as is” to assist you — you are responsible for verifying that the calculated rates and any default tax codes are correct for your business and products. Wavy is not the tax determiner of record and does not register, file, or remit taxes on your behalf.
• This is not advice. Nothing in this section is legal, tax, or financial advice. See Section 7 (No Legal, Tax, or Financial Advice) — for questions about how to structure your business, pay yourself, or handle taxes, talk to a qualified CPA or attorney.

3.2 Refunds, Chargebacks, and Negative Balances

• Refunds you issue. Any refund to your customer is issued from your own connected Stripe account and is your decision and your cost. Wavy does not fund refunds.
• What happens to the fees on a refund. When you issue a full refund of a transaction, Wavy’s 1% platform fee on that transaction is returned along with it. When you issue a partial refund, Wavy’s platform fee on the original transaction is retained. Stripe’s processing fee is handled under Stripe’s own terms and is generally not returned on a refund.
• Chargebacks and disputes are yours. You are solely responsible for chargebacks, disputes, and reversals on your customer transactions, including the disputed amount and any dispute fee Stripe charges. You are responsible for responding to disputes with evidence of fulfillment. Wavy may provide order records and tooling to help you respond, but Wavy does not represent you in a dispute and does not guarantee any outcome.
• Negative balances. If your connected Stripe account carries a negative balance — because of refunds, chargebacks, reversals, or fees — you are responsible for clearing it. If Stripe recovers any of that amount from Wavy as the platform, you will reimburse Wavy in full within ten (10) days of written demand. You authorize Wavy to recover such amounts by charging the payment method you have on file with Wavy, and by setting them off against any amount Wavy owes you.
• Fund flow. Wavy does not take possession, custody, or control of your customers’ funds. Settlement, payout timing, reserves, and account holds are determined by Stripe under the Stripe Connected Account Agreement, and Wavy is not responsible for Stripe’s decisions about them.

4. Your Data and Ownership

• You own your data. Your business information, your customers’ information, and your orders belong to you. We act as a service provider processing that data to run the service for you.
• We protect it. We use commercially reasonable measures to keep your data secure and we don’t sell your customers’ personal information.
• Improving the product. We may use de-identified and aggregated data (data that does not identify you or any individual customer) to operate, analyze, and improve the service and our AI. We never sell or share raw customer data, and de-identified/aggregated data is never tied back to you or your customers. Our AI model providers do not train their models on your data.
• On termination. After you cancel, you may request an export of your data within 30 days, and we’ll provide it in a machine-readable format such as CSV or JSON. After that we may delete it in the normal course, except where we must keep records to comply with law.

5. The AI Assistant

• The assistant is automated software. It’s designed to be helpful and to sound natural, and when a customer asks whether they’re talking to a bot or an AI, it answers honestly.
• The assistant can make mistakes. You’re responsible for reviewing orders and bookings before you fulfill them, and Wavy gives you tools to take over a conversation at any time.
• You control the assistant — you can pause it, hand off to a human, and adjust its settings from the Portal.

6. Connected Accounts (Instagram/Meta, Stripe, Email)

To provide the service, you connect your own third-party accounts. You authorize Wavy to access those accounts as needed to run the features you turn on. Those third parties have their own terms, and Wavy isn’t responsible for their availability, decisions, or changes (for example, if Meta restricts an account or Stripe places a hold).

7. No Legal, Tax, or Financial Advice

Wavy is software and support for running your business — not a law firm, accounting firm, or financial advisor. Nothing Wavy or the assistant provides is legal, tax, or financial advice. For questions about how to structure your business, pay yourself, handle taxes, or comply with the law, talk to a qualified CPA or attorney.

8. Service “As Is”; No Guarantees

We work hard to keep Wavy running well, but we provide the service “as is” and “as available.” We don’t guarantee the service will be uninterrupted, error-free, or that it will produce any particular level of sales, bookings, or results.

To the fullest extent permitted by law, Wavy disclaims all warranties not expressly stated in this Agreement, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Wavy does not warrant that the service will be uninterrupted or error-free, or that AI-generated output will be accurate, complete, or suitable for any particular purpose.

9. Limitation of Liability

To the fullest extent allowed by law:

• Neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost sales, business interruption, or lost data, even if it was warned that those damages were possible.
• Wavy’s total liability to you for any and all claims is capped at the total fees you paid Wavy in the three (3) months before the event that gave rise to the claim. This cap is aggregate: multiple claims do not increase it.
• What the cap does not cover. The cap and the exclusion of indirect damages above do not apply to: (a) your obligation to pay fees and other amounts owed under this Agreement, including reimbursement of negative balances under Section 3.2; (b) your indemnification obligations under Section 10; (c) either party’s breach of its confidentiality obligations under Section 14; (d) your infringement or misuse of Wavy’s intellectual property; (e) your breach of Section 2 (consent and compliance) or your use of SMS without required consent; or (f) any liability that cannot be limited or excluded under applicable law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.

These limits reflect the price of the service and the shared understanding that you run and are responsible for your own business. Both parties agree that these limits are a fundamental basis of the bargain and would not have entered into this Agreement without them.

10. Indemnification

Your indemnity. You agree to defend, indemnify, and hold harmless Wavy and its members, officers, employees, and agents against third-party claims, damages, liabilities, and reasonable costs (including reasonable attorneys’ fees) arising from: your products or services; your orders, fulfillment, and customer relationships; your content and pricing; your tax obligations; your use of SMS or marketing without proper consent, or any violation of the TCPA, CTIA guidelines, or carrier rules; your violation of Meta, Stripe, or other third-party terms; or your violation of this Agreement or the law.

Wavy’s IP indemnity. Wavy will defend you against a third-party claim that the Wavy software, as provided by Wavy and used in accordance with this Agreement, infringes that third party’s United States patent, copyright, or trademark, and will pay damages finally awarded against you on that claim. This does not apply to any claim arising from: (a) your data, content, products, or services; (b) combination of the service with anything not supplied by Wavy; (c) modification of the service by anyone other than Wavy; (d) use of the service other than as permitted by this Agreement; (e) your continued use after Wavy notifies you to stop or provides a non-infringing alternative; or (f) any third-party service you connect, including Meta, Stripe, or messaging carriers. If the service becomes, or Wavy believes it may become, the subject of an infringement claim, Wavy may at its option obtain the right for you to keep using it, modify or replace it so it is non-infringing, or terminate the affected part of the service and refund any prepaid, unused fees for it. This paragraph states Wavy’s entire obligation and your sole and exclusive remedy for any claim of intellectual-property infringement.

How indemnification works. The party seeking indemnification must promptly notify the other in writing of the claim (a delay only reduces the indemnifying party’s obligation to the extent it is actually prejudiced), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not agree to a settlement that imposes a non-monetary obligation or an admission of fault on the other party without that party’s written consent, which will not be unreasonably withheld. The indemnified party may participate in the defense at its own expense with counsel of its choosing.

11. Term, Cancellation, and Suspension

• Month-to-month. This Agreement continues month-to-month for as long as you’re a subscriber.
• Cancel anytime. You can cancel anytime. Cancellation stops future monthly charges going forward; it takes effect at the end of your current paid month, and fees already paid are non-refundable (Section 3).
• What happens to in-flight orders. You remain responsible for fulfilling any orders or bookings your customers already placed and paid for.
• Suspension / termination by Wavy. We may suspend or end the service if you don’t pay, if you misuse the service or break this Agreement, or if a connected platform requires it. Where reasonable, we’ll give you notice and a chance to fix the problem first.
• What survives. Sections 3, 3.1, and 3.2 (for amounts owed), 4, 7, 8, 9, 10, 12, 13, 14, and 15 continue to apply after this Agreement ends.

12. Disputes — Binding Arbitration and Class-Action Waiver

Please read this section carefully. It affects how disputes are resolved, requires arbitration instead of a court trial, and waives your right to a jury trial and to participate in a class action.

• Informal resolution first. Before starting an arbitration, the party with the complaint will send the other a written description of the dispute and the relief it wants, by email to the notice address in Section 14. Both parties will then try in good faith to resolve it for thirty (30) days. Only after that period may either party begin arbitration.
• Binding arbitration. If the dispute isn’t resolved informally, any dispute, claim, or controversy arising out of or relating to this Agreement or the service — including its formation, breach, termination, enforceability, or validity — will be resolved by final and binding arbitration before a single arbitrator, and not in court. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The seat and, unless the parties agree otherwise, the location of any in-person hearing will be Prince William County, Virginia. The arbitrator may award any relief a court could award on an individual basis, and judgment on the award may be entered in any court with jurisdiction.
• Federal Arbitration Act. This Agreement affects interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this Section 12.
• Class-action and jury waiver. Disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative action. The arbitrator may not consolidate claims of more than one person and may not preside over any form of class or representative proceeding. You and Wavy each waive the right to a trial by jury.
• If the class waiver is unenforceable. If the class-action waiver above is found unenforceable as to a particular claim or request for relief, then that claim or request will be severed from the arbitration and brought in the courts identified in Section 13, and the rest of this Section 12 will continue to apply to all other claims. If any other part of this Section 12 is found unenforceable, that part will be severed and the rest will remain in effect.
• Costs. Filing, administration, and arbitrator fees are allocated under the AAA rules. Each party bears its own attorneys’ fees unless the arbitrator awards them under a statute or contract provision that allows it.
• Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek temporary or permanent injunctive relief in court to protect its intellectual property or confidential information without first completing the steps above.
• Time limit. Any claim under this Agreement must be brought within one (1) year after it arises, or it is permanently barred, unless applicable law does not allow that limit.

13. Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 12, the exclusive jurisdiction and venue for any permitted court proceeding is the state or federal courts located in Prince William County, Virginia, and each party consents to personal jurisdiction there.

14. Other Terms

• Confidentiality. Each side will protect the other’s non-public business information with at least reasonable care, use it only to perform under this Agreement, and share it only with people and service providers who need it and are bound to keep it confidential. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed without use of the other’s information, or must be disclosed by law (with notice to the other party where permitted). Your business and customer data is treated as your confidential information.
• Notices. Notices to Wavy go to hello@wavyautomations.com. Notices to you go to the email address in your onboarding record. Email notice is effective on the day it is sent, absent a bounce or delivery failure. Either party may change its notice address by telling the other in writing.
• Changes to this Agreement. We may update this Agreement. If we make a material change, we’ll notify active clients by email at least fourteen (14) days before it takes effect and, where appropriate, ask you to accept the new version at your next Portal login. Continuing to use the service after an update takes effect means you accept it. If you don’t agree to an update, you may cancel under Section 11.
• Force majeure. Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disruption, government action, epidemic, internet or telecommunications failure, hosting or infrastructure outage, or the acts or omissions of a third-party platform such as Meta, Stripe, or a messaging carrier. This does not excuse an obligation to pay amounts owed.
• Entire agreement. This Agreement, together with our Terms of Service and Privacy Policy, is the entire agreement between you and Wavy about the service and replaces any prior agreements or understandings on the subject. If they conflict, the order of precedence is: (1) this Agreement, (2) our Terms of Service, (3) our Privacy Policy. If any part is unenforceable, it is limited or severed to the minimum extent necessary and the rest stays in effect.
• Waiver. A waiver counts only if it’s in writing, and failing to enforce a provision once doesn’t waive the right to enforce it later.
• Assignment. You may not assign this Agreement without our written consent; we may assign it in connection with a merger, acquisition, or sale of assets. This Agreement binds and benefits the parties’ permitted successors and assigns.
• No partnership. Wavy is an independent contractor. This Agreement doesn’t create a partnership, joint venture, agency (beyond the limited authorizations you expressly grant, such as acting through your connected Instagram and Stripe accounts), or employment relationship.
• No third-party beneficiaries. This Agreement is for the benefit of you and Wavy only, and gives no rights to your customers or any other third party.

15. Acceptance

By typing your name and checking the box during signup, you acknowledge that you have read, understood, and agree to this Service Agreement on behalf of your business. We record the version accepted, the date and time, and your IP address as proof of acceptance, and we email you a copy for your records.

Addendum A — LLC Filing Add-On

This addendum applies only to a Client who purchases the LLC Filing add-on, and is shown and separately accepted at the point that add-on is selected.

If you purchase the LLC Filing add-on, this Addendum applies in addition to the Agreement above.

1. What we do. We prepare and submit business-formation paperwork (and, if included in your plan, act as or arrange a registered agent) to form a limited liability company on your behalf, using the information you provide. We also file an EIN application with the IRS on your behalf where that is included.
2. What we do NOT do — this is important. We are not a law firm or an accounting firm, and preparing formation paperwork is not legal or tax advice. No attorney-client relationship and no accountant-client relationship is created by this Addendum or by anything we do under it. We don’t advise you on whether an LLC is right for you, how to be taxed (for example, an S-corp election), how to pay yourself, how to run payroll, or any other legal or tax question. Nothing said or sent by Wavy — including anything the Wavy AI assistant says in a message or in the onboarding wizard — is legal, tax, or compensation advice. For those questions, talk to a CPA or attorney. Formation documents are prepared as a self-help document preparation service at your direction, and we act only as your agent in transmitting the documents you direct us to file.
3. Your information. You’re responsible for the accuracy and completeness of the information you give us (legal name, address, ownership, and similar details), and we prepare and submit filings based on it without independent verification. Sensitive identifiers you provide (such as Social Security number and date of birth) are encrypted at rest, used only to complete the state filing and EIN application, and permanently deleted within three (3) days of submission regardless of filing outcome.
4. Government fees and timing. State filing fees are separate and set by the government; filing times depend on the state and are outside our control.
5. No guarantee of outcome. We’ll prepare and submit the paperwork with reasonable care, but we don’t guarantee approval, timing, name availability, or any particular legal or tax result. The disclaimer in Section 8 applies in full to this add-on.
6. Liability and indemnification. Sections 9 (Limitation of Liability) and 10 (Indemnification) of the Agreement apply to this add-on, including the three (3) month cap and its carve-outs. You agree that our role is limited to document preparation and submission at your direction, and you release Wavy from claims arising from your own decision to form an entity, from your choice of entity type or tax treatment, or from information you provided to us. You will indemnify Wavy against third-party claims arising from the accuracy of the information you provided or from your use of the formed entity.
7. Fees. Fees for this add-on are non-refundable once the filing has been submitted to the state, consistent with Section 3.

By purchasing the LLC Filing add-on and accepting this Addendum, you agree to these terms.

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