WAPANDA TERMS OF SERVICE

support@wapanda.co

Effective Date: December 15, 2017

1        OUR INVITATION TO YOU

1.1         Welcome. Welcome to Wapanda (“us”, “we”, “ours”)! Our products and services are provided by Wapanda, Inc.. We invite you to access our websites and our products and services and applications (including mobile applications, the “Applications”) (the web sites, products, services and applications collectively, the “System”), but please note that your invitation is subject to your review and agreement with these Terms of Service (collectively with all other operating rules, policies and procedures that we may publish on this website or in any of our applications, and our privacy policy “Terms”).

1.2         Privacy Policy. Please also read carefully our Privacy Policy at http://wapanda.co/privacy.html. You agree that our Privacy Policy (as may be updated from time to time) governs our collection and use of your personal information.

1.3         Additional Terms. Certain portions of the System may be subject to additional terms and conditions specified by us from time to time elsewhere in the System; your use of such portions of the System is subject to those additional terms and conditions. In the event of a conflict between the additional terms and conditions and any provision in these Terms, the additional terms will prevail, but only with respect to the portion of the System to which the additional terms apply.

1.4         Waivers. THESE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

2        THE SYSTEM

We enable you to engage “Drivers” who are then currently enrolled in any of a larger number of third-party “Transportation Networks” (e.g. Uber, Lyft, etc.) to obtain transportation services from the Driver. We are not a Transportation Network. We do not employ or contract with Drivers as drivers. We enable you to select among one or more Drivers, and then contract directly with the Driver through the Driver’s Transportation Network. All transportation services identified by us are delivered to you by the Driver and the Driver’s Transportation Network.

3        ELIGIBILITY OF USERS

We may, in our sole discretion, refuse to offer the System to any person or entity and change our eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the System is revoked where these Terms or use of the System is prohibited or to the extent offering, sale or provision of the System conflicts with any applicable law, rule or regulation. Further, the System are offered only for your use, and not for the use or benefit of any third party. You must be least 18 years of age to enroll in or use the System.

4        YOUR ACCOUNT

4.1 Your Account. To sign up for the System, you must create an account (an “Account”) by registering for an Account on the System or logging in through third party accounts like your Facebook or Google account (a “Third Party Account”) using your account on those services. You agree not to create an Account or use the System if you have been previously removed or banned by us from any part of the System. We reserve the right in our sole discretion to suspend or terminate your Account and refuse any and all current or future use of the System (or any portion thereof) at any time for any reason. You agree that we will not be liable to you or to any third party for any suspension or termination of your Account or any refusal by us of any use of the System (or any portion thereof). Information on your profile may include information and content you provide and/or upload as well as information we collect from your account with Third Party Accounts (“Profile Information”). We reserve the right in our sole discretion to remove Profile Information at any time for any reason. You agree that we will not be liable to you or to any third party for such removal. You must provide accurate and complete information and keep your Account information updated. You shall not:

  1. select or use as a username a name of another person with the intent to impersonate that person;
  2. use as a username a name subject to any rights of a person other than you without appropriate authorization; or
  3. use, as a username, a name that is otherwise offensive, vulgar or obscene.
  1. Account Security. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the System without permission. You must notify us immediately of any change in your eligibility to use the System (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You can delete your Account, either directly or through a request made to one of our employees or affiliates. We care about the security of our users. While we work to protect the security of your content and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.
  2. Use of Third Party Accounts. By logging in through your Third Party Account, you permit us to access certain information from such Third Party Account for use by the System and you represent that you are entitled to grant us such access without breach by you of any Third Party Account terms and conditions and without obligating us to pay any fees or making us subject to any usage limitations. By granting us access to your Third Party Account, you understand that we may access, make available, and store any information, content, or other materials that you have provided to or stored in your Third Party Account (“Third Party Account Content”) accessible through the System so that it is available on your Account. You may control the amount of information that is accessible to us by adjusting your Third Party Account privacy settings. Unless otherwise specified in these Terms, all Third Party Account Content will be deemed your User Content (defined elsewhere) for all purposes of these Terms. PLEASE NOTE THAT YOUR RELATIONSHIP WITH EACH THIRD PARTY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY ACCOUNT, AND WE DISCLAIM ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO US BY A THIRD PARTY ACCOUNT IN VIOLATION OF THE PRIVACY SETTINGS THAT

YOU HAVE SET IN THE THIRD PARTY ACCOUNT. We makes no effort to review any Third Party Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and we are not responsible for any Third Party Account Content.

4.4 Communications. You agree that we may communicate with you by any email or text messaging number that you have provided us. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us may include but are not limited to: operational communications concerning your account or use of the System, updates concerning new and existing features on the System, communications concerning promotions run by us or our third- party partners, and news concerning us and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

4.5        Closing Your Account. You may deactivate your Account with us at any time, for any reason (or no reason), and you don’t even have to give us notice.

4.6         Your Demise. We pledge to protect the privacy of your User Content will continue, even after your death or incapacity. If you wish to enable someone to have access to your User Content or Account after you are no longer able to provide them access, you need to implement a process for providing your Account information to them. We will not provide your Account information, or your User Content, to anyone, even next of kin, unless we determine that we are legally obligated to do so.

5        PROMOTIONS

5.1 Promotional Codes. We may from time to time offer promotional codes which may apply in respect of any, or certain specified, purchases made through the System. Promotional codes are subject to the following:

  1. The conditions of use relating to any promotional code will be specified at the time of issue.
  2. Only one promotion code can be used per order.
  3. A promotional code can’t be used after an order has been placed.
  4. A promotional code cannot be exchanged for cash.
  5. A promotional code can be cancelled by us at any time without notice to you.
  6. If the promotional code has expired, then you shouldn’t try to use it. Also you can’t swap your promotional code for cash.
  7. If you’ve been given a promotional code, then it can only be used by you on your own account for the purpose for which it was issued.
  8. You shouldn’t pass your promotional code around your friends, or post it in a forum – you should keep it confidential and only use it for your own purchases through the System.
  9. Look after your promotional code, because we are not obliged to provide you with a replacement and abuse of the code if it inadvertently gets lost and used by someone else will result in its cancellation. (J) Supplier or product category exclusions may also apply.

(K) We will let you know if the promotional code can’t be used against certain suppliers or product categories before you complete your purchase.

If you do use your promotional code in any of the ways listed above or in a way that we consider abuses the spirit in which the promotional code was issued, then we can cancel or withdraw your promotional code at any time, and without letting you know beforehand.

5.2         Gift Vouchers. Once a gift voucher has been locked to an individual’s account, the gift voucher becomes their property. After a gift voucher has been locked to an individual’s account, we reserve the right to refuse to discuss the gift voucher further with the individual who initially purchased it. Gift vouchers are valid for the time stated or 24 months or the time stated, and you don’t have to spend them all at once.

5.3         Special Offers/referrals. From time to time we may offer you special offers for referring other users to the System. In order to participate in such special offers, you must log in to your account on the System, and receive a custom link for the special offer.

  1. You may forward the custom link to any number of individuals who are not presently registered users of the System (“Referee”).
  2. There is no limit to the number of referrals that you can make, nor the cumulative credits that you may receive through such special offer, unless otherwise indicated on the System.
  3. For each Referee that follows the custom link sent by your and registers for the System, and then makes a qualifying purchase using that newly created account, we will automatically credit you account with the specific amount of that particular special offer.
  4. All Referees must be first-time recipients of the offer to join the System, and multiple referrals to the same individual will be disregarded.
  5. We reserves the right to not issue to you or Referee and reserve the right to revoke from you and Referee the special offer at our discretion for any reason or for no reason whatsoever.
  6. Unless otherwise specified on the System, all credits issued pursuant to such special offers, for both you and Referee, shall automatically expire after 12 months if not used.
  7. In order to be eligible to receive special offers, we may require you or Referee to have a valid credit card on file in your account or Referee’s account.
  8. If we determine that you or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, we reserve the right to
  1. revoke any credits issued to either you or Referee, and/or
  2. charge your credit card or Referee’s credit card for any credits used by you or Referee prior to such revocation and for any credits issued by us to you or Referee.

We reserve the right to modify or terminate any special offers at any time. All special offers are subject to any other terms, conditions and restrictions set forth on the System or presented in connection with the special offer.

  1. USER CONTENT.
  1. Definitions. The term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, source code, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the System. The term “User Content” includes, without limitation, all Content added, created, uploaded, submitted, distributed, or posted to the System by users, whether publicly posted or privately transmitted.
  2. Responsibility for User Content. User Content is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is provided in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the System is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the System is or will continue to be accurate or lawfully provided. We are not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. We have no responsibility or liability for the deletion, accuracy or lawfulness of any User Content; the failure to store, transmit, or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the System. You acknowledge that we have no obligation to pre-screen User Content, although we reserve the right in our sole discretion to pre-screen, refuse, or remove any User Content at any time for any reason or no reason.
  3. Notices and Restrictions. The System may contain Content specifically provided by us, our suppliers, partners or our users and such Content is or may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the System.
  4. Your License. Subject to these Terms, we grant each user of the System a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the System. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the System is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
  5. Our License. By submitting User Content through the System, you hereby do grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content provided by you in connection with the System and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the System (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the System. You also hereby do grant each user of the System a non-exclusive, perpetual license to access your User Content that is available to such user through the System, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the System. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content. You represent and warrant that you have all rights to grant such licenses to us and our users without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
  6. Availability of Content. We do not guarantee that any Content will be made available through the System. We reserve the right to, but do not have any obligation to,
  1. remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms), or for no reason at all, and
  2. to remove or block any Content from the System.
  1. 6.7        Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
  2. 6.8        Retention of your Content. Following termination or deactivation of your account, or if you remove any User Content, we may retain your User Content permanently. Furthermore, we and our users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute any of your User Content.
  3. 6.9        Content Provided by Other Parties. 
  1. The System may contain User Content provided by other users. We are not responsible for and disclaim any responsibility to control such User Content. We have the right, but no obligation to review or monitor such User Content. We do not approve, endorse or make any representations or warranties with respect to such User Content. You use all such User Content at your own risk.
  2. Content provided by third-parties (“Third Party Content”), such as third-party advertisements and promotional content, may be deemed offensive, indecent, or objectionable, may not be identified as having explicit language, may contain links or references to objectionable material and may be inaccurate, incomplete, untimely, invalid, illegal, or of poor quality. You agree to use the System at your sole risk and agree that we have no liability to you for such Content.
  3. Third-Party Content may not be available in all languages or in all countries. We make no representation that such Content is appropriate or available for use in any particular location. To the extent you choose to access such Content, you do so at your own initiative and are responsible for compliance with any applicable laws.
  1. Advertising. Some portions of the System are supported by advertising revenue and may display advertisements and promotions, and you hereby agree that we may place such advertising and promotions on the System or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.
  2. Viruses, etc. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the System or to your downloading of any material posted on it, or on any website linked to it.

7        SYSTEM USE LICENSE

7.1 License Grant to You. Subject to your compliance with these Terms, we grant to you a limited, revocable, non-exclusive, non-transferable license, without the right to sublicense, to use the System solely for your private, personal, non-commercial use, in which case, we describe our license to you below.

7.2        Restrictions on You. Except as expressly specified in these Terms, you shall not

  1. modify, or make derivative works of, disassemble, reverse compile or reverse engineer any part of the System;
  2. license, transfer, sell, rent, lease, distribute, assign, host, sublicense or otherwise commercially exploit the System, in whole or in part;
  3. frame or utilize framing techniques to enclose any trademark, logo, or other portion of the System (including images, text, page layout, or form);
  4. use any metatags or other “hidden text” using our name or trademarks;
  5. access the System in order to build a similar or competitive website or service;
  6. copy, reproduce, distribute, republish, download, display, post or transmit any part of the System in any form or by any means; or
  7. remove or destroy any copyright notices or other proprietary markings contained on or in the System. You will comply with any technical restrictions in the System that allow you to use the System only in certain ways. Any unauthorized use of the System terminates the licenses granted by us pursuant to these Terms. We makes no representation that the System are appropriate for use in locations other than the United States.
  1. 7.3        U.S. Government Users. The System and and related documentation are “commercial items” as that term is defined in US government regulations, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in said regulations. If the System and related documentation are being acquired by or on behalf of the U.S. Government, then, as provided in said regulations, the U.S. Government’s rights in the System and related documentation will be only those specified in these Terms.
  2. 7.4        Export Control. The System may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any technical data acquired from the System, or any products utilizing such data, in violation of the United States export laws or regulations or the laws or regulations of any other country.
  3. 7.5        Non U.S. Residents. 
  1. The information provided by the System and is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the System or any portion of the System to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, service or other feature that we provide.
  2. The System is available worldwide, but our data processing operations take place in the United States. If you use the System, you acknowledge that you may be sending electronic communications (including your personal account information), through computer networks owned by us and third parties located in the United States and other countries. As a result, your use of the System will likely result in interstate and possibly international data transmissions, and your use of the System shall constitute your consent to permit such transmissions.

7.6        Modification. 

7.6.1 We reserve the right, at any time, to modify, suspend, or discontinue the System (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the System or any part thereof. By continuing to access or use the System after we have posted a modification on the System you are indicating that you agree to the modification. If the modifications are not acceptable to you, your only recourse is to cease using the System. 7.6.2 In connection with any modification of the System, we may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the System. We will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), we may require you to install the update to continue accessing the System. In all cases, you agree to permit us to deliver these updates to you (and you to receive them) as part of your use of the System.

7.7        Ownership. Excluding any User Content that you may provide, you acknowledge that

  1. the System are and will remain our sole property and is subject to protection under U.S. and foreign copyright laws, and
  2. all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the System and content made available through the System are owned by us or our licensors or suppliers.

Our names, logo, trademarks and the product names associated with the System belong to us (or our licensors or suppliers, where applicable), and no right or license is granted to use them by implication, estoppel or otherwise. Neither these Terms nor your access to the System transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms.

  1. General Availability. We will generally make the System available continuously. However, we will, from time to time, make the System unavailable for maintenance and upgrades, and we reserve the right to make the System unavailable for any reason. You agree that we have no liability for any damages whatsoever arising from any interruption, suspension or termination of the operation of the System.
  2. The Internet. The System is subject to the limitations and delays inherent in the use of the Internet and software. You agree that we are not responsible for any damages resulting from such limitations and delays.
  3. Third Party Services. 
  1. We may from time to time engage certain affiliates or other third parties to provide technical services or other systems relating to all or part of the System, and you hereby agree that such third party involvement is acceptable.
  2. The System also contain links to other websites, which are not operated by us (the “Linked Sites”). We have no control over the Linked Sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Your use of the Linked Sites is subject to the terms of use and service contained within each such site.
  3. If you access or download the System from a separate distribution platform, then you acknowledges and agree that additional terms and conditions may apply to the Software.
  1. Feedback. We welcome and encourage you to provide feedback (“Feedback”), comments and suggestions for improvements to the System. You may submit Feedback by emailing us, through the {“Contact”} section of the System, or by other means of communication. You acknowledge and agree that all Feedback you give us will be our sole and exclusive property and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain our intellectual property rights and other legal protections for the Feedback.
  2. Open Source. Certain items of independent, third party code may be included in the

Applications that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in these Terms restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPS.

8        RULES OF CONDUCT

8.1        In General. As a condition of use, you promise not to use the System for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the System.

8.2        Specifically. 

8.2.1        You shall not (and shall not permit any third party to)

  1. either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the System, including without limitation any User Content, that:
  1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
  2. you know is false, misleading, untruthful or inaccurate;
  3. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (i.e. spamming);
  4. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy below);
  5. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
  6. tampers in any way with the System or puts any computer programs, information or data into the System that contains any viruses, time bombs, trojan horses, worms, scripts, denial of service attack software or other computer programming routines that may damage, interfere with, intercept or expropriate the System or any data or content contained within or used by the System,
  7. copies, stores or otherwise accesses or uses any information contained on in the System for purposes not expressly permitted by these Terms;
  8. solicits passwords or personally identifying information for commercial or unlawful purposes from other visitors;
  9. posts or distributes information which would violate any binding confidentiality, nondisclosure or other contractual restrictions or rights of any third party;
  10. impersonates any person or entity, including any of our employees or representatives; or
  11. includes anyone’s identification documents or sensitive financial information;
  1. take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
  2. interfere or attempt to interfere with the proper working of the System or any activities conducted on the System;
  3. bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the System (or other accounts, computer systems or networks connected to the System);
  4. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the System to send altered, deceptive or false source-identifying information;
  5. run any form of auto-responder or “spam” on the System;
  6. use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the System (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the System for the sole

purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such);

  1. recruit or otherwise solicit any user to join third-party services or websites that are competitive to us;
  2. make the functionality of the System available to multiple users through any means; or (J)        otherwise take any action in violation of our guidelines and policies.

8.2.2        You shall abide by all applicable local, state, national and international laws and regulations. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to

  1. satisfy any applicable law, regulation, legal process or governmental request,
  2. enforce these Terms, including investigation of potential violations hereof,
  3. detect, prevent, or otherwise address fraud, security or technical issues,
  4. respond to user support requests, or
  5. protect the rights, property or safety of us, our users and the public.

9        DRIVERS

By providing Services as a Driver registered on the System, you represent, warrant, and agree that you are currently  a member of the Transportation Network listed in your user account in good standing.

  1. APP STORES.

10.1        License Grant to You. Subject to your compliance with these Terms, we grant to you a limited,

revocable, non-exclusive, non-transferable license, without the right to sublicense, to

  1. download and install the Application on compatible devices that you own and control and run such cop(ies) of the Application, and
  2. use the other aspects of the System solely for your private, personal, non-commercial use.

Furthermore, with respect to any Application downloaded through the Apple App Store, Google Chrome Web Store, Google Play marketplace, or any similar store or marketplace (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third party terms of the relevant App Store (e.g. Apple App Store’s Usage Rules) (the “Usage Rules”). To the extent these Terms provide for usage rules that are less restrictive than or otherwise in conflict with the Usage Rules, the more restrictive term applies. We and our licensors and suppliers reserve all rights not expressly granted to you in these Terms.

10.2        Use of the Application. You acknowledge and agree that the availability of the Application is dependent on the App Store from which you received the Application. You acknowledge that these Terms are between you and us and not with the App Store. We, not the App Store, is solely responsible for the Application, including the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement

(e.g., the App Store’s terms and policies) when using the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them. If you are accessing the System via the Application on a device provided by Apple, Inc.

(“Apple”) or the Application obtained through the Apple App Store, the following shall apply:

(A)        You will only use the Application in connection with an Apple device that you own or control; (B)        You acknowledge and agree that we are responsible for providing any maintenance and support services with respect to the Application and the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

  1. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify the App Store, and the App Store may refund the purchase price for the Application to you; and to the maximum extent permitted by applicable law, the App Stores will not have any other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility;
  2. You acknowledge and agree that we, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application or your possession and/or use of that Application, including, but not limited to:
  1. product liability claims;
  2. any claim that the Application fails to conform to any applicable legal or regulatory requirement; and
  3. claims arising under consumer protection or similar legislation;
  1. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, we, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  2. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
  3. Both you and us acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement (e.g., the App Store’s terms and policies and the Usage Rules) which may affect or be affected by such use;
  4. Both you and we acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof; and
  5. We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed.

11        PAYMENTS

11.1        Payments. You agree to pay the amounts charged (“Charge”) for your use of the System. You will be notified in advance of your Charges before payment is due.  Your Charge may vary from what is posted on the System.

11.2        Payments System. We use a third-party payment processor (the “Payment Processor”) to allow you to pay for use of the System. The processing of payments are subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for errors by the Payment Processor. By choosing to purchase goods and services through the System, you agree to pay through the Payment Processor, all charges at the prices then in effect for your purchase in accordance with the applicable payment terms and you authorize us, via the applicable Payment Processor, to charge your chosen payment provider (“Payment Method”). Such charges for your purchase may include state and local sales tax, the amount of which varies due to factors including the type of item purchased and the location. You agree to make payment using that selected Payment

Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

11.3        Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, via the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your applicable purchase upon demand.

11.4        Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE

INFORMATION FOR YOUR PAYMENT METHOD. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR PAYMENT METHOD CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY

NOTIFY US IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD.

12        TERM; TERMINATION

12.1        Term. Subject to this Section, these Terms will remain in full force and effect while you use the System.

12.1.1        We may terminate your Account or your access to all or any part of the System at any time, with or without cause, with or without notice, effective immediately, which may involve deletion of your User Content associated with your Account from the System.

12.1.2        If we exercise our discretion under these Terms to terminate your Account or your access to all or any part of the System, any or all of the following can occur with or without prior notice or explanation to you:

  1. your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the System, your Account, your User Content, or receive assistance from Customer Service,
  2. any pending or accepted future purchases will be immediately terminated,
  3. we may communicate to your seller that a potential or confirmed purchase has been cancelled,
  4. we may refund your customers in full for any and all confirmed reservations, irrespective of preexisting cancellation policies,
  5. we may contact your customers to inform them about potential alternatives that may be available on the System, and
  6. you will not be entitled to any compensation for purchase (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your Account.
  1. Termination of Your Account. If you wish to terminate your Account, you may do so by following the instructions in the System.
  2. Limitation of Liability. We have no liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.

13        WARRANTY DISCLAIMER; LIMITATIONS; INDEMNIFICATIONS

13.1        Your Release of Us. To the maximum extent permitted by applicable law, you hereby forever discharge and release us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to:

  1. the System;
  2. -
  1. any inaccurate, incomplete, unreliable, illegal or infringing Content posted on the System, whether caused by us, any third party or any user of the System, or by any of the equipment or programming associated with or utilized in the System;
  2. the conduct, whether online or offline, of any third party or user; and
  3. any injury, loss or damage caused by a third party, another user or User Content or

Content posted on the System, whether online or offline; and

  1. any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the System’ users’ communications.

13.2        California Residents.

13.2.1        WAIVER. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: A GENERAL RELEASE DOES

NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

13.2.2        Consumer Complaints. Under California Civil Code Section 1789.3, users of the System from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer System of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at our addresses set forth above.

13.3        Limitation of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYSTEM IS PROVIDED AS IS”, AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, STATUTORY, EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT:

(A)        THE SYSTEM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B)        ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C)        ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR

(D)        THE RESULTS OF USING THE SYSTEM WILL MEET YOUR REQUIREMENTS.

YOUR USE OF THE SYSTEM IS SOLELY AT YOUR OWN RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SYSTEM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO

ONE (1) YEAR FROM THE DATE OF DELIVERY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

13.4        Indemnification. To the maximum extent permitted by applicable law, you shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to:

  1. your use of, or inability to use, the System;
  2. your violation of these Terms;
  3. your violation of applicable laws or regulations;
  4. your User Content;
  5. your use of, or provision of, transportation services;
  6. your violation of any rights of another party, including any users of the System or third party providers to you or us of Content; or (G)        your interaction with any other user.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13.5        Limitation of Liability.

13.5.1        To the maximum extent permitted by law, the System is available “As Is.” To the maximum extent permitted by applicable law, you expressly understand and agree that:

  1. Your use of the System is at your sole risk.
  2. The System is provided on an “as is” and “as available” basis.
  3. To the maximum extent permitted by law, we expressly disclaim all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
  4. We do not warrant that
  1. the System will meet all of your requirements;
  2. the System will be uninterrupted, timely, secure or error-free; or
  3. all errors in the System will be corrected.
  1. Any material downloaded or otherwise obtained through the use of the System is done at your own discretion and risk and you are solely responsible for any damage to your computer or other device or loss of data resulting from the download or use of any such material.
  2. No advice or information, whether oral or written, obtained by you from us or through or from the System shall create any warranty not expressly stated in these Terms.

13.5.2        To the maximum extent permitted by applicable law, you expressly understand and agree that we and our subsidiaries, affiliates and licensors, and our and their respective officers, employees, agents and successors shall not be liable to you for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, cover or other intangible losses (even if we have been advised of the possibility of such damages) resulting from:

  1. the use or the inability to use the System;
  2. the cost of procurement of substitute services resulting from any data, information or services purchased or obtained or messages received or transactions entered into through or from the System;
  3. unauthorized access to or the loss, corruption or alteration of your transmissions, content or data; (D)        statements or conduct of any third party on or using the System, or providing any services related to the operation of the System;
  1. our actions or omissions in reliance upon your account information and any changes thereto or notices received therefrom;
  2. your failure to protect the confidentiality of any passwords or access rights to your account information;
  3. the acts or omissions of any third party using or integrating with the System or offering products in through the System;
  4. any advertising content or your purchase or use of any advertised or other third-party product or System;
  5. the termination of your account in accordance with these Terms;
  6. any action taken in connection with an investigation by us or law enforcement authorities regarding your or any other party’s use of the System;
  7. any action taken in connection with copyright or other intellectual property owners; or
  8. any direct damages in excess of (in the aggregate) of the lesser of
  1. the amount paid for the applicable purchase giving rise to the liability or
  2. $500.00, and

the existence of more than one claim will not enlarge this limit; or (M)        any other matter relating to the System.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

  1. Waiver of Subrogation. You should protect against any risk of loss with the appropriate insurance coverage, and you are responsible for obtaining all insurance coverage you believe is necessary. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND THE APPLICABLE POLICY

OR POLICIES OF INSURANCE YOU OBTAIN AND MAINTAIN, YOU RELEASE US AND OUR LICENSORS AND SUPPLIERS FROM ALL LIABILITY FOR ANY LOSS, OCCURRENCE, EVENT OR CONDITION COVERED BY YOUR INSURANCE.

  1. Waiver of Secondary and Vicarious Liability, and Contributory Negligence. You acknowledge that the Driver and the Transportation Network are providing transportation services to you and we are not. We enable you to locate Drivers who are current members of Transportation Networks and who may be able to provide transportation services to you, which you then obtain from the Driver and the Transportation Network. You
  1. agree that
  1. we have no liability for claims you might bring against the Driver and the Transportation Network,
  2. the Driver and Transportation Network providing services to you are primarily and solely liable for their actions and omissions, and
  1. waive any claim against us based on secondary or vicarious liability, contributory negligence or principal-agency law.
  1. Passenger Conduct. Drivers acknowledge that we have no liability for the behavior of passengers, and that we have conducted no investigation of passengers, and that Drivers accept the risk of transacting business with passengers through the Driver’s Transportation Network.
  2. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with us and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
  1. Contact Us First. If a dispute arises between you and us, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that you will notify us about any dispute you have with us regarding the System by emailing us at support@wapanda.co.
  2. Applicability of Arbitration Agreement. All claims and disputes in connection with these Terms or the use of any service provided by us that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and us, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.
  3. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this Section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding nonappearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in New York, New York unless you reside outside of the United States (in which case hearing will be held in the capital of your country), and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  4. Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
  5. Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any nonmonetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
  6. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
  1. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court located in New York, New York.
  2. Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. This Paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
  3. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
  4. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
  5. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in New York, New York for such purpose.

13.10 Private Attorney General Waiver. Notwithstanding any other provision of these Terms, to the fullest extent permitted by law:

  1. you and we agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”) or any similar private attorney general act., in any court or in arbitration, and
  2. for any claim brought on a private attorney general basis, including under the California PAGA, both you and we agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”).

Notwithstanding any other provision of these Terms, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason:

  1. the unenforceable provision shall be severed from these Terms;
  2. severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining claims be arbitrated on an individual basis; and
  3. any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those claims, the you and we agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
  1. Governing Law. These Terms and any action related thereto will be governed and interpreted by and under the internal laws of the State of New York, consistent with the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
  2. Injunctions. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT

IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SYSTEM OR ANY PART THEREOF, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY PART OF THE SYSTEM.

13.13        Time to Bring a Claim. You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the System or otherwise under these must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.

14        CHANGES

These Terms are subject to revision. We will notify you of any changes to our Terms by posting the new Terms at http://wapanda.co/privacy.html. After we make the change and we will change the “Effective Date” above. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the System. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes. These changes will be effective immediately for new users of the System. Continued use of the System following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

15        MISCELLANEOUS

15.1        Entire Agreement and Severability. These Terms (along with the privacy policy and the other agreements referred to herein) are the entire agreement between you and us with respect to the System and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the System. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

15.2        Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

15.3        Assignment. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without anyone’s consent. These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns.

15.4        Relationship. Your relationship to us is that of an independent contractor and no agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. We have no special relationship with or fiduciary duty to you.

15.5        Electronic Communication. The communications between you and us use electronic means, whether you use the System or send us emails, or whether we post notices on the System or communicate with you via email. For contractual purposes, you

  1. consent to receive communications from us in an electronic form; and
  2. agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.

The foregoing does not affect your non-waivable rights. Emails should be sent to our email address above.

  1. No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
  2. Headings; Construction. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation. The word “including” means “including without limitation.”
  3. Survival. All provisions of these Terms which by their nature should survive the termination of your user account shall survive such termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity, choice of the manner and location of the resolution of disputes, and limitations of liability.
  4. Copyright/Trademark Information. Copyright © 2017 Wapanda, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the System are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

16        DMCA COPYRIGHT POLICY

16.1        DMCA. We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act

(http://lcweb.loc.gov/copyright/legislation/dmca.pdf) that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of the System who are repeat infringers of intellectual property rights, including copyrights. The address of the Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.

16.2        Procedure for Reporting Copyright Infringement. If you believe that material or content residing on or accessible through the System infringes a copyright,, and wish to have the allegedly infringing material removed, please send a written notification of copyright infringement containing the following information to the Designated Agent listed below:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  2. Identification of works or materials being infringed;
  3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
  4. Contact information about the notifier including address, telephone number and, if available, email address;
  5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
  6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Please note that any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

16.3        DMCA Notice Address. Please contact the Designated Agent to Receive Notification of Claimed Infringement for us at {dcma@email}.