General Terms and Conditions of Use

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Introduction

ByteCrafted LLC d/b/a Wipter and/or its subsidiaries, successors or assigns (together, “Wipter” or “we”) is the owner of a web application to share unused Internet bandwidth (the “Bandwidth”) with Wipter that is provided as a software-as-a-service (the “Product”). The Product, along with our services (the “Service”), are offered through and from the Wipter application (the “App”).

“User” (also, hereinafter, “you”) refers to a user of the App. Your account is for your personal use only and access to the same may not be shared with any other person or entity. Additionally, information regarding your account and the information provided via our services may not be used for any commercial purpose or shared with any other person or entity.

These Terms of Service form an agreement (“Agreement”) between Wipter and each User of the App provided by Wipter and govern all access to and use of the App by the User.

By using the App, the User confirms that the User has read, accepts and agrees to be bound by the terms of this Agreement, Wipter’s Privacy Policy [https://www.Wipter.com/privacy-policy/] and all other instructions provided in relation to the App. User agrees to the collection and processing of User’s personal information in accordance with Wipter’s Privacy Policy, as may be amended from time to time in Wipter’s discretion, without notice to User. User gives Wipter permission to combine information User enters or uploads to the App with that of other users of the App. For example, this means that Wipter may use User’s and other users’ non-identifiable, aggregated data to improve the App.

Wipter reserves the right at any time to update, modify, improve, change, enhance, or discontinue any part or all of the App, with or without notice to the User, in its sole discretion.

Wipter reserves the right to amend these Terms of Service at any time in its sole discretion (the “Modifications”). Modifications shall be effective upon publication on the App, therefore please review these Terms of Service periodically for changes. By continuing to use our App after the effective date of any Modifications, you accept those Modifications. If any Modification is not acceptable to you, you should cease accessing, browsing, and otherwise using the App.

User Accounts

Registration. A User may login to the App by creating an account. In order to create an account, the User must enter an email address, which will be the User’s ID (the “User ID”) and choose a password. Failure to provide accurate, complete, and truthful information may result in termination of a User’s account.

Misuse of Account. Users shall not:

Select or use a User ID with the intent to impersonate another person, falsely describe or otherwise misrepresent themselves, their age or ability to enter into this Agreement;
Transfer, sell or share any part of or access to your account a third-party;
Use another User ID without appropriate authorization; and
Select a name or username (the User ID) that is offensive, vulgar or obscene.

Wipter reserves the right to refuse registration of, and/or cancel, a User ID at its sole discretion and to terminate the User’s account at its sole discretion, should that User violate any provision of this Agreement. Users are responsible for all activity that occurs on their account. Users must immediately notify Wipter of any unauthorized use of their account or any other account-related security breach of which they are aware.

Additionally, if Wipter detects any illegal activity or actions that violate the terms of service, the User’s account may be deleted without prior notice, and any outstanding balance will not be paid.

User Content. User may upload images, videos, text, comments, graphics, enhancement requests, feedback, recommendations etc. (collectively, the “User Content”) as part of their use of the App. User hereby acknowledges and agrees that by submitting User Content, User (i) grants Wipter and its authorized sub-licensees and distributors, a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, translate, distribute, publish, stream, synchronize, create derivative works from and publicly display and perform such User Content and all associated copyrightable works or metadata throughout the world in any media, now known or hereafter created, without attribution to the User; (ii) grants Wipter the right to pursue at law any person or entity that violates User’s and/or Wipter’s rights in the User Content; and (iii) forever waives any and all of User’s rights, including but not limited to moral rights, if any, in and to the User Content, including, without limitation, any all rights or requirements of attribution or identification of User as the author of the User Content or any derivative thereof. Wipter reserves the right to remove any of the User Content, in whole or in part, without notice to User, for any reason or no reason. User Content, including personally identifiable information contained therein, is made voluntarily and are subject to our Privacy Policy [https://www.Wipter.com/privacy-policy/]. User may not upload or otherwise publish content that (i) is untrue, inaccurate, false or other than an original work of User’s authorship; (ii) relates to or impersonates any other person; (iii) violates the copyright, trademark, patent or other intellectual property rights of any person or entity; (iv) contains any content, personally identifiable information or other information, or materials of any kind that relate or refer to any other person or entity; or (v) violates any law, or in any manner infringes or interferes with the rights of others, including but not limited to the use of names, information, or materials that (A) libel, defame, or invade the privacy of any third party, (B) are obscene or pornographic, (C) are harmful, threatening, offensive, defamatory, abusive, harassing, vulgar, false or inaccurate, racially, sexually, ethnically or are otherwise objectionable or otherwise contrary to the laws of any place where such User Content may be accessed; (D) constitute personal attacks on other individuals; (E) promote criminal, immoral or illegal activity; (F) promote or advertise any person, product or service or solicit funds; or (G) contain information that is confidential a third party. The User is solely responsible for any User Content and its accuracy and User agrees to defend, at Wipter’s option, and at User’s sole expense, indemnify and hold Wipter, its affiliates and subsidiaries, and their respective employees, contractors, consultants, agents, representatives, successors and assigns harmless from any damages, losses, costs, or expenses, including attorneys’ fees, which Wipter may incur as a result of the upload of User Content. We take no responsibility and assume no liability for any User Content posted by Users or any third party, and Wipter does not endorse any statement, idea or representation contained in the User Content, nor does it not guarantee the User Content’s accuracy, integrity or quality.

Warranties

User Warranties. User represents and warrants, and can demonstrate to Wipter’s full satisfaction upon request, that:

User is at least 18 years of age;
User has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder;
User’s use of the App and any use of the Bandwidth will not violate or conflict with any applicable law and/or any understanding or agreement to which User is a party or by which it is bound, including without limitation any agreement or terms and conditions with User’s Internet service provider (the “ISP Terms”);
User has reviewed the ISP Terms and represents that nothing contained in the ISP Terms prohibits User from using the App and sharing the Bandwidth, and any use by User of the App shall be in compliance with the ISP Terms; and
All information and User Content posted or transmitted through the App is the sole responsibility of the User from which such content originated, and Wipter will not be liable for any errors or omissions in any User Content.

Wipter does not guarantee the authenticity of any information that Users may provide about themselves, including their identity.

Conditions of Use

The User agrees to only use the App for legal purposes and shall not:

Engage in any conduct that is unlawful, criminal, immoral, threatening, abusive or in a way that is deemed unreasonable by Wipter in its sole discretion;
Use the App in any manner inconsistent with this Agreement, applicable law and/or the ISP Terms;
License, sublicense, sell, resell, transfer, assign, distribute, disclose, or otherwise commercially exploit or make available to any third party in any manner the App in any way;
Act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, worms, Trojan horses, or harmful data, into the App or any operating system;
Infringe our intellectual property rights or those of any third party in relation to User’s use of the App;
Use the App in a way that could damage, disable, overburden, impair or compromise our systems, security or performance of the App, or interfere with other users, such as to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
Provide any personal data or other information of third parties which is confidential or proprietary without the appropriate party’s consent;
Collect or provide to Wipter social security or insurance number, financial account number, drivers’ license number, health information, or other sensitive information required to be secured under applicable local, state, provincial, national, or other law, rule, or regulation, or for which disclosure is required in case of a data breach without first obtaining our prior written consent;
Collect or harvest any information or data from the App or attempt to decipher any transmissions to or from the servers; and
Attempt to fraudulently and falsely manipulate and increase the number of Earnings actually accrued in User’s account, or defraud, misinform, mislead or deceive Wipter in order to accrue greater Earnings, including without limitation by falsely increasing the amount of shared traffic in any way.

Demand of Internet traffic may vary depending on, among other things, Users’ location, and Wipter shall have the right, in its discretion, to limit Internet traffic sharing for specific Users, networks and/or locations. The App can only be used with the same User ID on one device at a time and only on devices owned by User. User agrees that Internet traffic sent through the same public IP address will be distributed among devices utilizing the same public IP address.

Users will only receive payment as provided hereunder for bandwidth shared through residential IP, and it is User’s responsibility to ensure their internet connection is classified as residential.

Access & Use

Wipter reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the App at any time in its sole discretion

Wipter reserves the right to audit the User’s use of the App and/or Internet traffic at any time in its sole discretion and to implement tools within the App to limit the User’s use of the App to the authorized number of Users. If as a result of such audit we deem or suspect in our sole judgment that you have violated any terms of this Agreement, engaged in any illegal activity, fraud, misrepresentation, unauthorized use of the App, misused Earnings (as defined below) or any other aspect of the Product, or operated more than one (1) account, your account may be terminated in Wipter’s sole discretion. If Wipter terminates your account as provided herein, any amounts earned as of the date of termination of your account will be deemed forfeited and shall not be paid out, and Wipter shall have the right to make adjustments to any payout of Earnings that is found to be affected by User’s conduct in violation of this Agreement. Any decisions by Wipter concerning the termination of any User’s account shall be final and binding in all respects. If we suspect that you have engaged in illegal activity, fraud, misrepresentation, abuse of the App or violation of this Agreement, we also reserve the right in our sole discretion to take appropriate legal action.

Data rates charged by User’s Internet service provider may apply when using the App, and Wipter shall not be responsible for any such charges.

User Payout

User will receive payment based on the number of Gigabytes of Bandwidth shared through the App (the “Earnings”). Once Users reach a minimum of 20 UDS in their account, they can request a payout of the Earnings at Wipter’s then-current rate, which shall be published on the APP. Please note that this minimum threshold may be subject to change without prior notice. Wipter shall have the right to amend the conversion rate of Earnings in its discretion (as well as to set temporary conversion rates), without further notice to User. The amount of shared traffic is continuously updated, reflecting the accumulated amount since the last payment cycle.

Payment will be made in Tether tokens, which will be deposited in the wallet set up by User in the “Payments” section of the App (the “Wallet”). The Wallet must support the BSC BNB Smart Chain (BEP20) network. User is solely responsible for the provision of current and relevant information, and Wipter shall not be responsible for failure to payout the Earnings due to incorrect, incomplete or obsolete information provided by User through the Wallet. User acknowledges that Wipter may be unable to payout the Earnings if User’s country of residence does not support the payment methods described herein. Wipter shall not be responsible for any failure to pay out the Earnings due to any malfunction to the BSC BNB Smart Chain (BEP20) network and/or Wipter’s payment service providers’ systems. Any claim for inaccurate payouts of your Earnings must be made to Wipter no later than 60 (sixty) days after the initial payout request.

Wipter shall be entitled to deduct and withhold from any amount payable to User such amounts as are required to be withheld therefrom under any provision of applicable tax law or rules of Wipter’s payment service providers. User shall be responsible for payment of any taxes associated with the amount paid to User as payout for Earnings.

Intellectual Property

Wipter and all other trademarks, logos, trade names, domain names and other distinctive signs, copyrights and patents used in connection with the App (collectively, the “Intellectual Property”) are property of Wipter or its affiliates, subsidiaries or suppliers. User acknowledges that Wipter retains ownership and has exclusive rights to use the Intellectual Property, including all improvements, enhancements, updates and corrections thereto and any Intellectual Property generated by Wipter in the process of providing and operating the App. User is not granted any rights in or to the Intellectual Property, and User agrees not to use the Intellectual Property without the prior written authorization of Wipter or the applicable Intellectual Property owners. Wipter vigorously enforces its intellectual property rights to the fullest extent permitted by law. Accordingly, Wipter will prosecute any unauthorized use or reproduction of the Intellectual Property, any of the Content (as defined below) databases used to store the Content and any other information contained therein that violate the protection afforded by the United States and international copyright law and trademark law, and/or other state, federal, and international laws and regulations, including laws pertaining to contracts, and privacy and publicity.

If you believe that your intellectual property rights have been violated in any manner by Wipter, please provide written notice of the same to contact@Wipter.com. If notified of an allegation that our App contains infringing information, materials or other content, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such material from the App.

Wipter CONTENT

Any of the content included in the App, such as works, images, button icons, pictures, dialogues, music, sounds, videos, documents, drawings, text, figures, logos, menus, web pages, graphics, colors, schemes, tools, fonts, designs, diagrams, layouts, methods, processes, source or object code, architecture, algorithms, functions, software, ideas, concepts, inventions, systems, platforms, interfaces, APIs, utilities, templates, forms, techniques, know-how, trade secrets and other technologies, implementations and information that are used by Wipter in providing the App (collectively, the “Content”) are the exclusive property of Wipter or its content suppliers and is protected by national and international copyright, trademark, patent and other intellectual property laws.

The User warrants that by using the App the User will not:

Copy, reproduce in any form or incorporate into any information system, electronic or mechanical any part of the App for the User’s own commercial purposes;
Directly or indirectly copy, reproduce, recreate, publish, distribute, display, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, publicly perform, publicly display, mirror, frame, scrape, create links to, extract, wrap, create derivative works of, reverse engineer, decompile, disassemble or otherwise obtain, modify or use any aspect of the App or the Content, in whole or in part, in any form or by any means, whether manual or automatic, without the prior express written consent of Wipter or its content suppliers, as the case may be, in each specific instance, which shall be provided in Wipter’s or its content suppliers’ sole discretion;
Save, store or archive any portion of the App outside the Wipter App, without the prior written consent of Wipter in each instance; or
Use any keywords, metatags, meta-elements, hidden text or other equivalents using the name “Wipter” or any other colorable equivalent without the prior express written consent of Wipter.

Wipter and its content suppliers shall have the right, at any time, to claim the authorship of any Content and to object to any use, distortion or other modification of such Content. Any reproduction, publication, distribution, display, modification, creation of derivative work from, or exploitation in any way of, the Content expressly authorized in writing by Wipter or its content suppliers shall be carried out by the User for lawful purposes only and in compliance with all applicable laws and shall reproduce and include all copyright and/or other proprietary notices included in such Content. The licenses granted hereunder immediately terminate in the event of improper use of the App and the Content. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Wipter (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the App and the Content.

The User agrees and accepts that any intellectual property and derivative works generated by the User in connection with the App are owned absolutely by Wipter and vests in Wipter immediately, including any images, text, graphics, source code, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the App. To the extent that any derivative works of the App developed by Users cannot be assigned to Wipter, the User hereby grants Wipter a perpetual and irrevocable (irrespective of the expiration or termination of this Agreement), non-exclusive, transferable, worldwide, and royalty-free license to reproduce, distribute, perform, and display any derivative works of the App developed by or for the User, and to use, make, have made, sell, offer to sell, import, export, and otherwise exploit any product based on any such derivative works.

The User acknowledges and agrees that any and all misappropriation or misuse of the Content and/or any other information included in the App will cause irreparable harm to Wipter and that in such event money damages will not constitute sufficient compensation to Wipter. Consequently, in the event that a User, directly or indirectly, misappropriates or misuses the Content and/or any other information included in the App, the User specifically consents to Wipter obtaining injunctive relief against User, in addition to any other legal or financial remedies to which Wipter may be entitled.

Confidentiality

Scope. “Confidential Information” means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information disclosed by or for a party in relation to this Agreement and that is marked as confidential or that a reasonable person should understand to be the confidential information of the other party, but not including any information the receiving party can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation, (c) generally available to the public without breach of this Agreement or (d) independently developed by it without reliance on such Confidential Information.

Confidentiality. Except for the specific rights granted by this Agreement, each party shall not access, use or disclose any of the other party’s Confidential Information without such party’s written consent, and shall use at least the standard of care used to protect its own Confidential Information, but not less than reasonable care to protect its own Confidential Information, including ensuring that its employees and contractors with access to such Confidential Information (a) have a need to know for the purposes of this Agreement and (b) have been apprised of and agree to restrictions at least as protective of the disclosing party’s Confidential Information as this Agreement. Each party shall be responsible for any breach of confidentiality by its employees and contractors. Without limiting anything herein, the App, Content and pricing information are Confidential Information of Wipter, and User shall not use any such Confidential Information to create any service, software, documentation or data that is similar to any aspect of the App. Promptly after any expiration or termination of this Agreement (or at Wipter’s request at any other time), User shall return all Confidential Information of Wipter, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom. Upon expiration of termination of this Agreement, Wipter, upon User’s request, shall anonymize any personal information of User in Wipter’s possession. Each party may disclose only the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided that either party may provide a copy of this Agreement or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction or due diligence inquiry.

Compelled Disclosure. Nothing herein shall prevent either party from disclosing any Confidential Information of the other party as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, the party required to make such disclosure, to the extent allowed by applicable law, shall use reasonable efforts to (a) promptly notify the other party in writing of such requirement to disclose and (b) cooperate with the other party in protecting against or minimizing any such disclosure or obtaining a protective order.

Liability. User expressly acknowledges and agrees that Wipter shall have no liability to User for any Confidential Information uploaded to the App by User and made available and visible to other users or companies. User acknowledges and agrees that Wipter in no way controls the data uploaded by User to the App.

Limitations of LIiability

USER AGREES THAT USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO SHARING INTERNET TRAFFIC, AND HARDWARE IS ENTIRELY AT USER’S OWN RISK AND USER WILL BE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGE OR LOSS TO USER OR ANY OTHER PARTY RESULTING THEREFROM. THE APP IS PROVIDED BY Wipter ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. NEITHER Wipter NOR ANY OF ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AFFILIATES, AGENTS OR OTHER REPRESENTATIVES ARE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND ANY RISK OF INJURY RELATED TO THE FOREGOING RESTS ENTIRELY WITH THE USER. WITHOUT LIMITING THE FOREGOING, Wipter OR ANY THIRD PARTY CONTENT PROVIDERS OR LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AFFILIATES, AGENTS OR OTHER REPRESENTATIVES DO NOT WARRANT THAT THE SERVICE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE APP, THE SERVER SUPPORTING THE APP, OR E-MAIL SENT FROM Wipter WILL BE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT OR THAT THE APP WILL OPERATE WITHOUT INTERRUPTION OR ERROR. USER ACKNOWLEDGES THAT Wipter DOES NOT GUARANTEE THE ACCURACY OF DATA CAPTURED THROUGH ITS SOFTWARE. Wipter IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING FROM THE CAPTURE, ANALYSIS, OR INTEGRITY OF SUCH DATA UNDER ANY CIRCUMSTANCES.

Users acknowledge that the app requires Windows 10 or higher on PC and MacOS 11 or higher on Mac. The app will not function on earlier versions of these operating systems. Additionally, a stable internet connection is required for proper use of the app. For the best experience, please ensure your device meets these minimum requirements.

USER ACKNOWLEDGES THAT Wipter IS NOT RESPONSIBLE IN ANY WAY FOR MAINTAINING, SECURING, UPDATING, CHARGING OR REPLACING HARDWARE, OR COMPONENTS OF HARDWARE. USER ACKNOWLEDGES THAT Wipter IS NOT RESPONSIBLE IN ANY WAY FOR FIRE, THEFT, DAMAGE OR ANY LIABILITIES ARISING FROM THE HARDWARE USED BY USER TO ACCESS OR USE THE APP.

USER ACKNOWLEDGES THAT Wipter IS NOT RESPONSIBLE FOR ANY DAMAGE CAUSED DURING PREPARATION, INSTALLATION OR TESTING OF ANY SOFTWARE AND/OR HARDWARE IN CONNECTION WITH USE OF THE APP.

USER ACKNOWLEDGES THAT Wipter IS NOT RESPONSIBLE IN ANY WAY FOR ANY ACTIVITIES CARRIED OUT BY USING THE BANDWIDTH SHARED BY USER.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL Wipter BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE APP, USER’S ACTION OR INACTION IN CONNECTION WITH THE SERVICE OR INABILITY TO USE THE APP, INCLUDING WITHOUT LIMITATION ANY MODIFICATION, ALTERATION, COMBINATION OR ENHANCEMENT OF THE APP PERFORMED BY USER OR ANY PORTION OF THE APP IMPLEMENTING USER’S SPECIFIC REQUIREMENTS, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USER THROUGH THE APP, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFIT, REVENUE, OPPORTUNITY OR DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, IN EQUITY OR ANY OTHER LEGAL THEORY, UNLESS OTHERWISE SPECIFIED IN WRITING. THIS DISCLAIMER OF LIABILITY APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION (INCLUDING EXTRA-CONTRACTUAL LIABILITY).

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, Wipter DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE OPERATION OF THE APP OR ITS FUNCTIONING OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE APP, UNLESS OTHERWISE SPECIFIED IN WRITING.

NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT THAT Wipter IS FOUND LIABLE IN RESPECT OF ANY LOSS, DAMAGE OR CAUSE OF ACTION (WHETHER CONTRACTUAL, EXTRA-CONTRACTUAL OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THE APP OR ANY OF ITS FEATURES OR FUNCTIONALITIES OR ITS CONTENT, OR A USER’S USE OR INABILITY OF USE THEREOF, Wipter’S LIABILITY SHALL BE LIMITED TO THE LESSER OF (I) $100 OR (II) THE AMOUNT PAID TO Wipter IN CONNECTION WITH PRODUCTS AND/OR SERVICES DURING THE PRIOR TWELVE (12) MONTHS.

Indemnity

The User hereby agrees to indemnify, defend, and hold Wipter, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners, employees, contractors and consultants harmless from and against any and all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses, including without limitation attorney’s fees, arising out of (i) User’s use of or conduct in connection with the App, including without limitation User’s breach of any representation, warranty or other obligation made herein; (ii) disputes between User and third parties (including other users) in connection with the App, including without limitation claims that the User Content infringes or misappropriates a third party’s intellectual property rights; or (iii) gross negligence or willful misconduct.

Force Majeure

If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of a Force Majeure Event (as defined below), it will promptly notify the other party accordingly. The notice must:

Specify the obligations and the extent to which it cannot perform those obligations;
Fully describe the Force Majeure Event;
Estimate the time during which the Force Majeure Event will continue; and
Specify the measures proposed to be adopted to remedy or abate the Force Majeure Event.

Following a notice of Force Majeure in accordance herewith and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended.

“Force Majeure Event” includes, but is not limited to: acts of God or of the public enemy, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unavailability of energy resources, unavailability of telecommunications or internet services, riots or war, pandemic, epidemic or other public health issue, or any unusually severe weather conditions.

The party that is prevented from carrying out its obligations under this agreement as a result of a Force Majeure Event must remedy the Force Majeure Event to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible, and to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under this Agreement.

The term of this Agreement will not be extended by the period of Force Majeure.

Notices

The User can direct notices, enquiries, complaints and so forth to Wipter at this address: contact@Wipter.com.

A consent, notice or communication under this Agreement is effective if it is sent by electronic means, unless required to be physically delivered under law.

Assignment

The User may only assign or otherwise create an interest in their rights under this Agreement with the written consent of Wipter.

Wipter may assign or otherwise create an interest in their rights under this Agreement.

General

Formation. By using the App, User represents that he/she has read, understood and agreed to be bound by this Agreement. If a User does not agree to be bound by this Agreement, he/she shall not access or use the App.

Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument. In the event that any signature is delivered by facsimile transmission, PDF, electronic signature or other similar electronic means, the parties agree that such signature shall create a valid and binding obligation of the party executing with the same force and effect as if such signature were an original thereof.

Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to its conflict of laws principles.

User expressly:

Agrees that exclusive jurisdiction for resolving any claim or dispute with Wipter relating in any way to use of the App resides in the State of California;
Agrees and consents to the exclusive personal jurisdiction and venue of the courts located in the State of California for any cause of action relating to or arising under this Agreement;
Waives any right to a jury trial in any legal proceeding against Wipter; and
Agrees to file any cause of action with respect to use of the App within one (1) year after the claim arises otherwise the cause shall be forever barred.

Interpretation. Headings are only for convenience and do not affect interpretation.