WonUpIt Terms of Service

Updated September 21st, 2018

These Terms of Service ("Terms") govern your access to and use of the mobile software application (the “App”) provided by WonUpIt, Inc. (“WonUpIt”) to interact with other user (“Users”), post certain content such as photos, videos, statements and comments and opinions (“UGC”), and participate in certain challenges, competitions, and games (“Games”), including Games posted by companies and brands (“Brands”) that sell goods and services (collectively, the “Service”).

By downloading and installing the App, and any information, text, graphics, photos, videos or other materials uploaded, downloaded or appearing in the App (“Content”), you acknowledge and agree that you have read and understood these Terms and agree to be bound by them. If not, do not download or use the App or use the Service. 

  1. Registration.

    1. To use the Service, you must download and install the App and then register and create an account (“Account”).  To be eligible to create an Account, you must be at least 13 years old.  When you set up your account, you will be required to create log-in credentials by providing certain types of personal information or providing certain credentials for Third Party Accounts (“Login Credentials”). For more information on the types of personal information we will collect in order to create your Login Credentials, please review our Privacy Policy. You are responsible for maintaining the confidentiality of your Login Credentials, and are solely responsible for all activities that occur using your Login Credentials.  You agree not to allow a third party to use your Login Credentials at any time.  We reserve the right to terminate any username and password, which we reasonably determine may have been used by an unauthorized third party.

    2. You may also link your Account with certain third party sites, including but not limited to, Facebook, YouTube, Instagram, and Twitter (“Third Party Accounts”) by either (i) providing your Third Party Account login information to us; or (ii) allowing us to access your Third Party Account, if permitted under the applicable terms and conditions that govern your use of each Third Party Account.  You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.  You have the ability to disable the connection between your Account and your Third Party Accounts at any time by accessing the “Settings” section of the App.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.

    3. You may register for and use the Service only if you can form a binding contract with WonUpIt and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

    4. WonUpIt grants you a personal, revocable, limited, non-transferable license to use the App on any iPhone, iPad or iPod Touch as permitted by the Usage Rules set forth in the App Store Terms and Conditions or any Android enabled device as permitted by the terms and conditions of the Google Play store (the “Usage Rules”). The Service is always evolving and the form and nature of the Service that WonUpIt provides may change from time to time without prior notice to you. In addition, WonUpIt may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally and may not be able to provide you with prior notice. All updates and upgrades to the App will be governed by the version of these Terms published by us as of the date you install such update or upgrade. Any rights not expressly granted herein are expressly reserved. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

  2. Terms of Games.

    1. It is free to download the App and register for an Account and you will never be asked to pay any consideration or entry fee to participate in a Game. The App allows you to participate in private Games between designated Users (“Private Games”) and Games that are open to the public, including Games that may be sponsored by a Brand (“Public Games).

    2. All prizes (“Prizes”) are provided either by WonUpIt or directly from participating Brands depending on the rules for the particular Game. In circumstances where a Prize is being provided by a Brand, you agree that such Brand is the sole issuer of the Prize and is solely responsible for fulfilling and delivering the Prize. The Brand is fully responsible for all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Liabilities”) it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use, receipt, or redemption of a Prize. You waive and release WonUpIt and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities arising from or related to any act or omission of a Brand in connection with your receipt or use of a Prize.

    3. The Service will never include in-App advertisements in the forms of banner ads, pop-up ads or any other such traditional form of advertising. Brands who sponsor Games are not considered to be advertisers on the App. Information collected about you might be used by the App and Brands to deliver specific Games to you.

    4. You are solely responsible for your interactions with Brands and other users of the Service and for any act, omission, or participation in any activity involved in the Game, including for any personal injury, harm, or death. You participate in any and all activities related to a Game at your sole risk. To the extent permitted under applicable laws, you hereby release WonUpIt from any and all claims or liability related to: (i) your participation in any Game or any activity related to a Game, (ii) any product or service of a Brand, (iii) any action or inaction by any Brand, including Brand’s failure to comply with applicable law and/or failure to honor any Prize, and (iv) any conduct or speech, whether online or offline, of any Brand or any other user

  3. Passwords.

    1. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. WonUpIt cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

    2. In some cases, you might need to use a verification text delivered via SMS to verify your identity while logging in to the WonUpIt service. In this case, your phone number is used to verify you and your verification text is a temporary password given to you to log in to the system. We use Firebase Auth to take care of this service. More details can be found here: https://firebase.google.com/docs/auth

  4. UGC (user-generated content).

    1. You are responsible for any UGC you post and for any consequences thereof. Any use or reliance on any UGC or other materials posted via the App or obtained by you through the App is at your own risk.

    2. We reserve the right, but not the obligation, to monitor your UGC at any time, for any reason, and to remove any UGC that we, in our sole discretion, find to be in violation of these Terms or otherwise objectionable.

    3.  The UGC you submit, post, or display will be able to be viewed by other users of the App and through third party services and websites.  You should only provide UGC that you are comfortable sharing with others. What you say via the App may be viewed all around the world instantly. You are what you message!  You are expressly prohibited from posting any UGC that is false, fraudulent, inaccurate, misleading, unlawful, harassing, defamatory, offensive, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, encourages criminal conduct or conduct that could give rise to civil liability, or that infringes upon any copyright, trademark, service mark, or other intellectual property right or proprietary right of any third party (“Prohibited Content”).

    4. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any UGC or communications posted via the App or endorse any opinions expressed via the App. You understand that by using the Service, you may be exposed to UGC that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will WonUpIt be liable in any way for any UGC, including, but not limited to, any errors or omissions in any UGC, or any loss or damage of any kind incurred as a result of the use of any UGC posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere.

    5. You will not upload, post or otherwise make available on via the App, any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. WonUpIt does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the App, you warrant that the owner of such material has expressly granted WonUpIt the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other end user to access, view, store, or reproduce the material for that User's personal use. You also grant WonUpIt the right to analyze, edit, copy, publish and distribute any material that you make available via the App.

    6. We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any UGC on the Service and to terminate users or reclaim usernames. Please review the WonUpIt Rules and WonUpIt Community Guidelines (which are part of these Terms) to better understand what is prohibited on the Service. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of WonUpIt, its users and the public.

    7. You may choose to ‘opt-out’ of sharing your UGC and account/log data with a Brand. This option can be selected from the Settings screen in the App. By default, you are opted-in to sharing your UGC, via a creative commons sublicense, with the Brand who has sponsored the Game in which the UGC was submitted. WonUpIt may also sublicense your UGC and share your account/log data with other Brands or third-party services. If you choose to opt-out, then only WonUpIt has the right to use your UGC and account/log data as outlined in these Terms; WonUpIt will not be authorized to share this UGC and account/log data with any Brand. In this opt-out case, you will not be eligible to receive any rewards, prizes or benefits associated with taking part in or winning a Game. While opted-in to sharing your UGC and account/log data, WonUpIt may analyze the content in your UGC to create custom databases for Brands who are paying WonUpIt for this Service.

  5. Ownership Rights.

    1. As between WonUpIt and you, all rights in and to any UGC remain with the user that submitted the UGC to the Service. You agree, acknowledge, represent, and warrant to WonUpIt that: (i) you own or have all necessary rights and permissions to upload and  post UGC via the App and grant WonUpIt the rights herein; (ii) that your UGC does not contain any Prohibited Content; (iii) and that your UGC constitutes information residing on our systems or networks at your direction under the Digital Millennium Copyright Act, 17 U.S.C. § 512(c).  

    2. You agree to indemnify, defend, release and hold WonUpIt and WonUpIt’s agents, affiliates, and representatives, representatives , directors, officers, and employees harmless from and against any third-party claim, cause of action, demand or damages related to or arising out of: (i) any UGC submitted by you; (ii) activity that occurs through or by use of your Account; (iii) your use of or reliance on any UGC; (iv) your interaction with any other user of the App; or (v) your violation of these Terms. This indemnification obligation includes payment of any attorneys' fees and costs incurred by WonUpIt.

    3. By submitting, posting or displaying UGC on or through the App, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, create derivative works of, and distribute such UGC in any and all media or distribution methods (now known or later developed). We may modify or adapt your UGC in order to transmit, display or distribute it over computer networks or offline and in various media and/or make changes to your UGC as are necessary to conform and adapt that UGC to any requirements or limitations of any networks, devices, services or media. You agree that this license includes the right for WonUpIt to make such UGC available to other companies, organizations or individuals who partner with WonUpIt for the syndication, broadcast, distribution or publication of such UGC on other media and services. Such additional uses by WonUpIt, or other companies, organizations or individuals who partner with WonUpIt, may be made with no compensation paid to you with respect to the UGC that you submit, post, transmit or otherwise make available through the App. You are responsible for your use of the App, for any UGC you provide, and for any consequences thereof, including the use of your UGC by other users and our third party partners. You understand that if you do not have the right to submit UGC for the uses described in this Section, you may be subjected to liability.  You also represent and promise that you have obtained a release and consent from every person included in a photo and that you will not submit any photo to any Game that violates any right or privacy or publicity.  You agree to indemnify, defend, release, and hold harmless WonUpIt from any and all claims arising from or relating to you UGC.  

    4. As between you and WonUpIt, all Content accessible or available via the App (excluding UGC) is the exclusive property of WonUpIt or is being used with permission by the applicable owner. All right, title, and interest in and to the Content, App, or Service (excluding UGC) are and will remain the exclusive property of WonUpIt and its licensors. The App and Service are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the WonUpIt name, any of the WonUpIt trademarks, logos, domain names, and other distinctive brand features, or any name, logo, trademark, or brand of any third party that is made available via the Service, including the name or logo of any Brand, Event, or Location. Any feedback, comments, or suggestions you may provide regarding WonUpIt, or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF ANY CONTENT, OR THE APP WITHOUT THE EXPRESS WRITTEN PERMISSION OF WONUPIT IS PROHIBITED. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties. This App contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the App are protected by copyright as a collective work under the United States copyright laws, including the selection, coordination, arrangement and enhancement of the App. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

  6. Restrictions on Use of the Service.

    1. You may not do any of the following while accessing or using the Service: (i) access, tamper with, or use non-public areas of the Service, WonUpIt’s computer systems, or the technical delivery systems of WonUpIt’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by WonUpIt (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with WonUpIt; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the App, or any portion of Service to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of UGC in such a manner as to interfere with or create an undue burden on the Service.

  7. Copyright Policy.

    1. WonUpIt respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your UGC has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

    2. We reserve the right to remove UGC alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, WonUpIt will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the App is: hello@wonup.it

  8. Disclaimers.

    1. Your access to and use of the APP, THE Service or any Content, AND YOUR PARTICIPATION IN ANY GAME OR ANY ACTIVITY RELATED TO ANY GAME, is at your own risk. You understand and agree that the APP, Service, AND CONTENT is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, WONUPIT AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF BRANDABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. WonUpIt will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You also agree that WonUpIt has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from WonUpIt or through the Service, will create any warranty not expressly made herein. WONUPIT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR, AND YOU ASSUME ALL LIABILITY AND RESPONSIBILITY FOR, ANY PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR PARTICIPATION IN ANY GAME OR ANY ACTIVITY IN CONNECTION WITH A GAME.​

  9. Links.

    1. The Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by WonUpIt of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

  10. Limitation of Liability.

    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WONUPIT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE the APP, Content, or THE SERVICES; (b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (c) ANY CONTENT OBTAINED FROM THE SERVICES; AND (d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WONUPIT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  11. Exclusions.

    1. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

  12. Waiver and Severability.

    1. The failure of WonUpIt to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

  13. Controlling Law and Jurisdiction; Arbitration. PLEASE READ THIS CAREFULLY.  IT AFFECTS YOUR RIGHTS.

    1. Except for a claim by WonUpIt of infringement or misappropriation of WonUpIt’s patent, copyright, trademark, or trade secret, any and all disputes between you and WonUpIt arising under or related in any way to these Terms must be resolved through binding arbitration as described in this section.  This agreement to arbitrate is intended to be interpreted broadly.  It includes, but is not limited to, all claims and disputes relating to your use of the App.  The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section.  For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and WonUpIt must abide by the following rules:  (i) the arbitration shall be conducted solely based on written submissions; and (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.  If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in San Francisco County, California.  The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction.

    2. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated will be brought solely in San Francisco County, California, and shall be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence that would result in the application of the laws of a state other than California. If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law principles that would result in the application of the laws of a state other than California). Claims of infringement or misappropriation of WonUpIt’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in San Diego County, California.

    3. YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION and THAT you MAY BRING CLAIMS AGAINST WonUpIt ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

  14. Acknowledgement. WonUpIt and you acknowledge that these Terms are concluded between WonUpIt and you only, and not with Apple, Inc., or Google, Inc.  WonUpIt, not Apple or Google, is solely responsible for the App and the content thereof.  To the extent this Agreement provides for usage rules for the App that are less restrictive than the Usage Rules set forth for the App in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting Apple term applies.

  15. Scope of License.  The license granted to you for the App is limited to a non-transferable license to use the App on an iOS or Android Product that you own or control and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service and the Google Play Store Terms of Service.

  16. Maintenance and Support. WonUpIt is solely responsible for providing any maintenance and support services with respect to the App, as specified in these Terms (if any), or as required under applicable law. WonUpIt and you acknowledge that Apple and/or Google have no obligation whatsoever to furnish any maintenance and support services with respect to the App.

  17. Warranty. With respect to the App, WonUpIt is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. With respect to any items listed for sale via the Service, however, the applicable User or Brand listing such item is solely responsible for all product warranties, if any.   In the event of any failure of the App to conform to any applicable warranty, you may notify Apple and/or Google, and Apple and/or Google will refund the purchase price of the App to you; and to the maximum extent permitted by applicable law, Apple and/or Google will not have any other warranty obligation whatsoever with respect to App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be WonUpIt’s sole responsibility.

  18. Product Claims. WonUpIt and you acknowledge that WonUpIt, not Apple and/or Google, is responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.  These Terms do not limit WonUpIt’s liability to you beyond what is permitted by applicable law.

  19. Intellectual Property Rights. WonUpIt and you acknowledge that, in the event of any third party claim that App or your possession and use of the App infringes that third party’s intellectual property rights, WonUpIt, not Apple and/or Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

  20. Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

  21. WonUpIt Name and Address. WonUpIt’s contact information for any end-user questions, complaints or claims with respect to the App is hello@wonup.it.

  22. Indemnification. You agree to indemnify, defend, release, and hold harmless WonUpIt, its partners, licensors, affiliates, contractors, officers, directors, employees and agents from all damages, losses and expenses arising directly or indirectly from (a) any negligent acts, omissions or willful misconduct by you, (b) your use of the App or the Service, (c) any breach of these Terms by you, and/or (d) your violation of any law or of any rights of any third party.

  23. Equitable Remedies. You hereby agree that if the terms of these Terms are not specifically enforced, WonUpIt will be irreparably damaged, and therefore you agree that WonUpIt shall be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect any of these Terms, in addition to any other available remedies.

  24. Entire Agreement; Changes to this Policy.

    1. These Terms, the WonUpIt Rules, the Community Guidelines, the Data Collection Policy and our Privacy Policy are the entire and exclusive agreement between WonUpIt and you regarding the Service (excluding any services for which you have a separate agreement with WonUpIt that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between WonUpIt and you regarding the Service. Other than members of the group of companies of which WonUpIt is the parent, no other person or company will be third party beneficiaries to the Terms.

    2. We may revise these Terms from time to time; the most current version will always be at http://www.wonup.it/terms. If the revision, in our sole discretion, is material we will notify you via an e-mail to the email associated with your account, or via sms message to the phone number associated with your account. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms.

    3. The Service and the App are operated and provided by WonUpIt Inc. If you have any questions about these Terms, please contact us at hello@wonup.it 

    4. In the event of a conflict between our Privacy Policy and these Terms, these Terms will prevail.

WonUpIt Competition Rules

 

Updated September 21st, 2018

 

NO PURCHASE NECESSARY TO ENTER OR WIN.

  1. Eligibility: You must be 13 years of age or older and not an employee of WonUpIt.

  2. Timing: Each Game will run from when the challenge was created, until the challenge has expired in the App (each a “Game Period”).   

  3. How to Enter: Follow the instructions posted on the App for the Game to enter the UGC described in the App.

  4. WINNER Selection Process: Other users of the App will vote for your UGC and the UGC with the most votes at the end of the Game period wins. If the winner cannot be contacted within a maximum of three (3) attempts, or if there is a return of any notification as undeliverable, then he/she will forfeit the prize, which will be awarded to the entrant with the next highest number of votes. Note: not all Games will have eligible prizes.

  5. GENERAL: All Games and disputes about any Game shall be governed by the laws of the State of California, USA without regard to choice of law or conflict of law principles (whether of the State of California, USA or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of California, USA. Any dispute, claims and causes of action arising out of or connected in any way with the Promotion or any prize awarded shall be resolved individually, without resort to any form of class action, and  brought exclusively in a federal or state court in the State of California, USA. Any and all claims, judgments and awards shall be limited to actual out-of-pocket costs associated with entering the Game, but in no event attorneys’ fees.  Under no circumstances will any participant be permitted to obtain awards for, and participant hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. WonUpIt reserves the right, in its sole and absolute discretion, and without prior notice, to adjust any of the dates and/or timeframes stipulated in these rules.

376360 v2/CO