WAVSET

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "Artist", or "Manager") and Dyalect Limited, a company incorporated under the laws of the Federal Republic of Nigeria ("Dyalect", "we", "us", or "our"), governing your access to and use of the wavset platform, including its web application, mobile-optimised interfaces, and all associated services (collectively, the "Platform").

By creating an account, accessing, or using the Platform in any way, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Platform.

These Terms are governed by the laws of the Federal Republic of Nigeria.

1. Definitions

In these Terms, the following terms have the meanings set out below:

2. Eligibility and Account Creation

2.1 Eligibility

To use wavset, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction, whichever is higher;
• Be capable of entering into a legally binding agreement under applicable law;
• Not be prohibited from using the Platform under any applicable law or regulation; and
• Provide accurate and complete information during account registration.

2.2 Account Registration

You must register an account to access the Platform. You agree to provide your accurate email address and a secure password. You are responsible for maintaining the confidentiality of your login credentials. You must notify Dyalect immediately at support@wavset.app if you believe your account has been compromised.

2.3 One Account Per Artist

Each Artist may maintain one active Workspace. wavset is a tool for individual artists and their direct management team. Creating accounts to resell or sub-license access to third parties is prohibited.

2.4 Business Use

If you are accessing the Platform on behalf of a company, management company, or other legal entity, you represent that you have authority to bind that entity to these Terms. In such cases, "you" and "your" refer to that entity.

2.5 Email Verification

Account creation requires email verification. You must verify your email address before accessing the Platform. Dyalect reserves the right to suspend accounts with unverified email addresses after a reasonable period.

3. Artist and Manager Collaboration Mode

3.1 Manager Invitations

An Artist on the Team plan may invite one Manager to access their Workspace by entering the Manager's email address in the Settings section of the Platform. Dyalect will send a tokenised invitation link to the Manager's email address. The invitation link expires after seven (7) days.

3.2 Manager Account Creation

A Manager who accepts an invitation must create their own wavset account by setting a password. The Manager's account is linked to the Artist's Workspace. By accepting the invitation, the Manager agrees to these Terms.

3.3 Manager Permissions

A Manager within an Artist's Workspace has the following access rights:

• Create new income records, expense records, royalty statements, show entries, and deal entries;
• Edit any record within the Workspace;
• View all records and dashboard data within the Workspace.

A Manager may not:

• Delete any record (deletion is reserved for the Artist as Workspace Owner);
• Access the Team settings or invite additional users;
• Access any other Workspace, even if the Manager's email is associated with multiple invitations.

3.4 Audit Trail

All records within a Workspace display the name of the user who created the record and the name of the user who last edited it, together with timestamps. This audit trail is preserved for the life of the record and is visible to both the Artist and the Manager.

3.5 Revoking Manager Access

The Artist may revoke a Manager's access to their Workspace at any time by selecting "Remove Manager" in the Team settings. Revocation takes effect within sixty (60) seconds of the Artist's action. The revoked Manager will be unable to access the Workspace and will be redirected to a login screen with a notice that their access has been removed.

Records created or edited by a Manager whose access has been revoked remain in the Workspace with the Manager's name in the audit trail. Revocation does not delete any data.

3.6 Data Sharing within a Workspace

By inviting a Manager, the Artist consents to that Manager viewing all financial data, royalty records, deal information, show details, income logs, and expense records within their Workspace. The Artist accepts responsibility for their choice of Manager and for the access they grant. Dyalect is not responsible for any disclosure or misuse of data by a Manager authorised by the Artist.

4. Acceptable Use

You agree to use the Platform solely for its intended purpose: managing your personal music income, royalties, shows, deals, and related financial records. You must not:

• Use the Platform for any unlawful purpose or in violation of any applicable Nigerian or international law;
• Enter false, misleading, or fraudulent financial data;
• Attempt to gain unauthorised access to any other user's account or Workspace;
• Reverse-engineer, decompile, or attempt to extract the source code of the Platform;
• Use automated tools, bots, or scripts to access or interact with the Platform in a manner not permitted by these Terms;
• Resell, sub-license, or otherwise commercially exploit access to the Platform;
• Upload malicious code, viruses, or any software designed to damage or disrupt the Platform;
• Use the Platform in any way that could damage the reputation of Dyalect or wavset.

Dyalect reserves the right to suspend or terminate any account found to be in breach of these acceptable use obligations without prior notice.

5. Subscription Plans and Pricing

5.1 Available Plans

wavset offers the following subscription plans, priced in Nigerian Naira (NGN):

5.2 Free Trial

New accounts receive a fourteen (14) day free trial of the Team plan. No payment card is required to start a free trial. During the trial period, you have access to all features of the Team plan.

On or before the final day of your trial, you will be prompted to select a subscription plan. If you do not subscribe by the end of the trial period, your account access will be suspended. Your data will be preserved for thirty (30) days after the trial expires. If you subscribe within that thirty-day window, all data will be fully accessible. If you do not subscribe within thirty days of trial expiry, your data will be permanently deleted in accordance with our data retention policy.

5.3 Annual Plans

Annual subscription fees are charged in full at the start of the subscription period. Annual plans are non-refundable except as required by applicable Nigerian consumer protection law. If you cancel an annual plan, your access continues until the end of the paid annual period.

5.4 Price Changes

Dyalect reserves the right to change subscription prices. You will be given at least thirty (30) days' written notice of any price change by email to your registered address. Continued use of the Platform after the effective date of a price change constitutes acceptance of the new pricing.

5.5 Upgrades and Downgrades

You may upgrade from a Solo plan to a Team plan at any time. The upgrade takes effect immediately. You may downgrade from a Team plan to a Solo plan at the end of your current billing period. Upon downgrading, Manager access will be revoked at the start of the next billing period.

6. Payment and Billing

6.1 Payment Processing

All payments are processed by Paystack (a third-party payment processor). By subscribing to a paid plan, you agree to Paystack's terms of service and privacy policy. Dyalect does not store, process, or have access to your payment card numbers, bank account numbers, or CVV codes. All payment data is handled exclusively by Paystack in accordance with applicable payment industry security standards.

6.2 Accepted Payment Methods

Paystack supports the following payment methods for NGN transactions: debit and credit cards, bank transfers, USSD, and direct bank debits. Available methods may vary based on your bank and location within Nigeria.

6.3 Recurring Billing

By subscribing to a monthly or annual plan, you authorise Dyalect (through Paystack) to charge your selected payment method on a recurring basis at the applicable subscription rate until you cancel. For monthly plans, charges occur on the same date each month. For annual plans, charges occur annually on your subscription start date.

6.4 Failed Payments

If a recurring payment fails, Dyalect will notify you by email. Your account will remain active for a three (3) day grace period following a failed payment to allow you to update your payment details. If the payment is not resolved within three days, your account will be suspended and access to the Platform will be blocked. Your data will be preserved during suspension. Once payment is made, access will be restored immediately.

6.5 Cancellation

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of your current billing period. You will retain full access to the Platform until the end of the period you have paid for. Cancellation does not entitle you to a refund of any fees already paid, except as required by law.

6.6 Taxes

Subscription prices are stated exclusive of any applicable taxes. Where required by law, Dyalect will add Value Added Tax (VAT) or other applicable taxes to your subscription fee. You are responsible for any taxes applicable to your use of the Platform.

7. Platform Features and Limitations

7.1 Income and Expense Tracking

The Platform allows you to log income and expenses across multiple currencies. Currency conversion calculations on the Platform are based on the exchange rate you enter at the time of logging a record. Dyalect does not provide live or guaranteed exchange rates. You are responsible for entering accurate exchange rate information. wavset is not a licensed financial service and does not provide financial advice.

7.2 Payout Clock

The Payout Clock feature estimates expected royalty payment dates based on publicly known payment schedules of music streaming platforms and distributors. These estimates are based on general industry timelines and may not reflect the actual payment terms of your specific distributor agreement. Dyalect makes no guarantee that royalty payments will arrive on the estimated date. You should verify payment terms directly with your distributor. Dyalect is not responsible for any decisions made in reliance on Payout Clock estimates.

7.3 Smart Alerts

Smart Alerts are generated by rule-based pattern detection applied to your own data. They are not powered by artificial intelligence and do not incorporate external data. Smart Alerts are informational nudges only and do not constitute financial advice, tax advice, legal advice, or any other form of professional advice.

7.4 Opportunities Hub

The Opportunities Hub is a curated notice board of music industry opportunities maintained by Dyalect. Listings are sourced and verified by the Dyalect team. Dyalect does not endorse any opportunity listed and is not responsible for the accuracy of any third-party listing, the conduct of any listing organisation, or any outcome arising from your application to or engagement with a listed opportunity. External links in the Opportunities Hub will take you away from the Platform. Dyalect is not responsible for the content, privacy practices, or terms of any external website.

7.5 Platform Availability

Dyalect will use commercially reasonable efforts to maintain the availability of the Platform. We do not guarantee uninterrupted or error-free operation. Scheduled maintenance will be notified in advance where practical. Dyalect is not liable for any loss arising from Platform downtime, delays, or unavailability.

8. Intellectual Property

8.1 Dyalect's Intellectual Property

wavset, its branding, design, software, features, and all content created by Dyalect (including the Opportunities Hub listings) are owned by or licensed to Dyalect Limited. Nothing in these Terms transfers any intellectual property rights in the Platform to you. You receive a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your personal music management purposes in accordance with these Terms.

8.2 Your Content

You retain full ownership of all Content you enter into the Platform. By using the Platform, you grant Dyalect a limited, non-exclusive, royalty-free licence to store, process, and display your Content solely for the purpose of operating and improving the Platform and providing you with the services described in these Terms.

8.3 Restrictions

You may not copy, reproduce, distribute, sell, modify, create derivative works of, or publicly display any part of the Platform or Dyalect's intellectual property without Dyalect's prior written consent.

8.4 Aggregated Data

Dyalect may use anonymised, aggregated, non-identifiable data derived from usage of the Platform (for example, general trends in music income categories across users) for internal analytics, product improvement, and published insight reports. No individual artist is identifiable in any such aggregated data. Dyalect will not use your individual financial records for any purpose other than providing the Platform services to you.

9. Data and Privacy

Your use of the Platform is also governed by Dyalect's Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, store, and protect your personal data, in compliance with Nigeria's Data Protection Act 2023.

wavset connects only to data you choose to enter. The Platform does not connect to your bank account, streaming platform account, or any third-party data source. All financial data on the Platform was entered by you or your authorised Manager.

By using the Platform, you acknowledge and agree that your Content will be stored on servers operated by our infrastructure providers (currently Supabase and Railway). Dyalect has agreements with these providers to maintain appropriate security standards. Your data is encrypted in transit and at rest.

10. Confidentiality

Dyalect understands that the financial information you enter into the Platform is sensitive and confidential. Dyalect commits to the following:

• Dyalect will not sell, rent, or share your individual financial data with any third party, except as strictly necessary to operate the Platform (for example, sharing with Paystack for payment processing) or as required by law.
• Dyalect will not share your data with record labels, distributors, streaming platforms, or music industry third parties.
• Dyalect employees and contractors with access to user data are bound by confidentiality obligations.
• Dyalect will not use your individual data to train any artificial intelligence or machine learning model without your explicit written consent.

11. Termination and Account Suspension

11.1 Termination by You

You may terminate your account at any time by contacting Dyalect at support@wavset.app or using the account closure option in your settings. Upon termination, your access to the Platform will cease at the end of your current billing period. Your data will be retained for ninety (90) days after the effective date of termination, then permanently deleted.

11.2 Termination by Dyalect

Dyalect may suspend or terminate your account immediately and without prior notice if:

• You breach any material term of these Terms;
• You engage in fraudulent, illegal, or abusive conduct on the Platform;
• Required to do so by applicable law or a court order;
• Continuing to provide services to you creates legal or reputational risk for Dyalect.

Where suspension or termination is due to a breach, Dyalect will notify you by email to your registered address as soon as reasonably practicable.

11.3 Effect of Termination

Upon termination, your right to access the Platform ceases immediately. Sections 8 (Intellectual Property), 10 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnity), and 15 (Dispute Resolution) survive termination.

11.4 Data on Termination

Following account termination or cancellation, your Content will be retained for ninety (90) days to allow for any disputes or data retrieval requests. After ninety days, all personal data and financial records will be permanently and irreversibly deleted from Dyalect's systems.

12. Disclaimer and Limitation of Liability

12.1 Disclaimer

The Platform is provided &aquot;as is&aquot; and &aquot;as available&aquot;. Dyalect makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Dyalect does not warrant that the Platform will be error-free, uninterrupted, or free from security vulnerabilities.

12.2 Financial Decisions

Nothing on the Platform constitutes financial advice, tax advice, accounting advice, or legal advice. You are solely responsible for all financial decisions made in connection with your music career. You should consult qualified professional advisers for any specific financial, tax, or legal questions.

12.3 Limitation of Liability

To the maximum extent permitted by applicable Nigerian law, Dyalect's total liability to you arising out of or in connection with the Platform or these Terms, whether in contract, tort, negligence, or otherwise, shall not exceed the total subscription fees paid by you to Dyalect in the three (3) months immediately preceding the event giving rise to the claim.

12.4 Exclusion of Indirect Loss

Dyalect will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, arising out of or in connection with your use of the Platform, even if Dyalect has been advised of the possibility of such losses.

12.5 Third-Party Services

Dyalect is not responsible for the performance, availability, or conduct of third-party services integrated with the Platform, including Paystack, Airtable, or Resend. Your use of third-party services is subject to those parties' own terms and policies.

13. Indemnity

You agree to indemnify, defend, and hold harmless Dyalect Limited, its directors, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of or access to the Platform;
• Your breach of these Terms;
• Your violation of any applicable law or regulation;
• Any Content you submit to the Platform;
• Any third party's access to your Workspace that you authorised, including by your Manager.

14. Modifications to Terms

Dyalect reserves the right to update or modify these Terms at any time. Where changes are material, Dyalect will provide at least fourteen (14) days' notice by email to your registered address prior to the changes taking effect. Non-material changes (such as clarifications, formatting corrections, or minor editorial updates) may be made without prior notice.

Continued use of the Platform after the effective date of updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform and cancel your subscription before the effective date.

The most current version of these Terms will always be available at wavset.co/legal/terms.

15. Dispute Resolution and Governing Law

15.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

15.2 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to contact Dyalect at info@dyalectstudio.com and provide a written description of your dispute. Dyalect will attempt in good faith to resolve the dispute informally within thirty (30) days of receipt of your written notice.

15.3 Arbitration

If the dispute is not resolved informally within thirty days, both parties agree to submit the dispute to binding arbitration administered by the Lagos Court of Arbitration (LCA) in accordance with its Arbitration Rules. The seat of arbitration shall be Lagos, Nigeria. The language of arbitration shall be English. The arbitral tribunal shall consist of a sole arbitrator agreed upon by both parties, or, failing agreement, appointed by the LCA in accordance with its rules.

15.4 Exceptions

Nothing in this Section 15 prevents Dyalect from seeking urgent injunctive or other interim relief from a court of competent jurisdiction to protect its intellectual property rights or confidential information.

15.5 Jurisdiction for Court Proceedings

To the extent that court proceedings are permitted or necessary under these Terms, both parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Dyalect relating to the Platform and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

16.3 Waiver

Dyalect's failure to enforce any provision of these Terms does not constitute a waiver of its right to do so in the future. Any waiver must be in writing to be effective.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without Dyalect's prior written consent. Dyalect may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

16.5 Force Majeure

Dyalect is not liable for any failure or delay in performance arising from causes beyond its reasonable control, including but not limited to acts of God, government actions, internet outages, or third-party service failures.

16.6 Language

These Terms are written in English. In the event of any conflict between any translation and the English version, the English version shall prevail.

17. Contact Information

For questions about these Terms, please contact Dyalect Limited: