APP TERMS OF SERVICE & EULA
BY INSTALLING AND USING THE WEAREGUPPY APP (“APP”) AND ANY ASSOCIATED MEDIA FILES, PRINTED MATERIALS OR ELECTRONIC DOCUMENTATION AND ANY OTHER ASSOCIATED CONTENT MADE AVAILABLE FOR DOWNLOAD ON WWW.WEAREGUPPYAPP.COM ("WEBSITE"), VIA GOOGLE OR VIA APPLE, AND/OR BY USING OUR APP, YOU AGREE TO ACCEPT THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”), WHICH GOVERNS YOUR USE OF THE WEAREGUPPY APP ON ANY DEVICE WHICH THE APP IS INSTALLED UPON BY You IN CONNECTION WITH POSTING, SHARING AND OTHERWISE PROVIDING CERTAIN INFORMATION, TEXT, GRAPHICS, VIDEOS, OR OTHER MATERIAL (“CONTENT”) AS A CONTENT “TANK PROVIDER” USER, AND WHICH GOVERNS ACCESS TO CONTENT BY “CONTENT USERS” (SINGULARLY OR COLLECTIVELY “SERVICE” OR "THE SERVICE”). BOTH TANK PROVIDERS AND CONTENT USERS ARE COLLECTIVELY REFERRED TO AS “YOU” AND/OR “YOUR” HEREINAFTER WHERE THESE TERMS APPLY TO BOTH TYPES OF USERS UNLESS SPECIFICALLY STATED AS ONLY BEING APPLICABLE TO EITHER TANK PROVIDERS OR CONTENT USERS.
BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND THIS AGREEMENT AND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH WEAREGUPPY, LLC, A DELAWARE LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR ASSIGNS (“WAG”, ”WE” OR "US"), EITHER ON BEHALF OF YOURSELF OR ON BEHALF OF ANY ANY LEGAL ENTITY IF YOU ARE AN ORGANIZED ENTITY TANK PROVIDER USER.
IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT PERMITTED TO INSTALL THE APP OR OTHERWISE USE THE SERVICE.
Modifications
Although we will notify You when major changes are made to these terms of service, You should periodically review the most current version located at weareguppyapp.com/terms. We may, in our sole discretion, modify or revise these terms of service and policies at any time, and You agree to be bound by such modifications or revisions. It is Your responsibility to review these terms of service for any changes. Your use of the service following any amendment of these terms of service will signify Your assent to and acceptance of its revised terms. We will notify You of material revisions to these terms via an in-app service notification or by sending a direct email to the address associated with Your account. By continuing to use the App after those revisions become effective, You agree to be bound by the revised terms.
App End User License
We hereby grant to You a limited, non-exclusive, non-transferable, revocable license to install, access and use the App in order to i) provide Content as a Tank Provider, or ii) access and view/use Content as a Content User. This license shall include the right to use the App by You, the single user, on multiple devices owned by You. Notwithstanding, Content Users may permit any minor children residing in such Content User’s household to access to the App through Your account. Each registered Content Users shall be solely responsible for the confidentiality, security, and use of the log-in credentials in such case. Any person using Your account is conclusively deemed to have actual authority to use the Service and, accordingly, You agree and acknowledge that all such use by any person(s) is hereby authorized and approved by You, and You hereby agree to indemnify, defend and hold WAG harmless from any claims or damages arising from or relating to any such use. You are responsible for obtaining and operating all equipment and software necessary for You to use and access the App and to connect to the internet. We retain all rights and title in and to the App including each separate component comprising the App. The App is being licensed and not sold to You pursuant to the terms and conditions of this Agreement. Except as expressly stated herein, this grant of license does not convey any other rights in and to the App, the Service, any Content, or any other intellectual property rights. All rights not expressly granted herein are reserved by us. All logos or any other trademarks, trade names or service marks, whether marked or unmarked, may be used without our prior written consent. We retain all rights, ownership, title and interest in and to all of our intellectual property, whether or not we have registered for or have been granted any such protections under state and/or federal law.
Global App Use Restrictions
Tank Providers shall not be permitted to create a separate account and register to use our App as a Content User under any account controlled by such Tank Provider. You are not authorized to: (i) resell or sublicense, outsource, time-share or rent the App, or any portion of the App; (ii) distribute, transmit, or publish any portions of the App to the public or download (other than page caching) or modify any portion of the App in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the App, or otherwise attempt to discover any source code or use unauthorized versions of the App for purposes including (without limitation) building a product or service similar to or competitive with the Service or to gain unauthorized access to the Service; or (iv) otherwise use the App and/or the Service as part of a product or service for any commercial use or purpose whatsoever or in any way exploit the Service and/or the App, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to Your use of the Service.
Content Intellectual Property Notice
All photographs, illustrations, audio files, video files, animations and other Content is protected by copyright or other proprietary rights by the Tank Provider who has created such Content or who holds all ownership rights in and to such Content. No Content User shall use any Content in any manner that violates the intellectual property rights of such Tank Provider and shall only access and use any Content as a licensee for such Content User’s internal, personal use and for no other purpose including for any commercial purposes whatsoever. Tank Providers shall exclusively retain all rights in and to all Content. You are being granted with the right to access and use the Content solely in connection with Your use of the Service as set forth herein. You have no other rights, interest or title in or to any such Content.
Third Party Fees
Your ability to access and use the app may require the payment of third party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or internet service provider fees, or fees or taxes imposed on internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment You may need to be able to access or use the app.
Taxes
You are responsible for paying applicable taxes (as defined below), if any, due to taxing authorities arising from, or in connection with, Your request that we redeem WAG Coins. We may deduct or withhold any taxes that it may be legally obligated to deduct or withhold from any amounts payable to You, and payment to You as reduced by such deductions or withholdings will constitute full payment and settlement of the amounts payable under these terms. each party will provide the other party with any tax documentation reasonably necessary to process payments hereunder. as used above, “taxes” means any income, stamp, sales, use, value-added or other taxes, duties, charges, fees, deductions or withholdings.
Device Compatibility
Before installing the App, You must ensure that You check the requirements of compatibility of the target device. we disclaim all responsibility whether any device is ultimately compatible with the app.
Registered Accounts
When You create an account with us, You represent to Us that You are above the age of 18, and that the information You provide us is accurate, complete, and current at all times. inaccurate, incomplete, or obsolete information may result in the immediate termination of Your account. Content Users may permit any member of his or her family to use their account credentials. You are responsible for maintaining the confidentiality of Your account and password. You agree to accept responsibility for any and all activities or actions that occur under Your account and/or password, whether Your password. You are responsible for maintaining the confidentiality of Your account and password, including but not limited to the restriction of access to Your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under Your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
Tank Provider Verification. To be a Tank Provider, We may impose additional verification requirements, such as proof of identity or residence, at our discretion.
Account Termination. We may terminate or suspend Your account and bar access to the Services immediately, without prior notice to You, for any of the following reasons:
We reasonably believe that You may have violated any of our policies or You are otherwise in breach of an obligation to us;
We reasonably believe You are in breach of any applicable law or regulation;
We are requested or directed to do so by any competent court of law, regulatory authority, or law enforcement agency;
We experience unexpected technical or security problems; or
We elect to discontinue providing our App/the Services generally, for any reason as we may determine.
Tank Provider Content. The following terms apply to Tank Providers only:
-Tank Provider Content License. Any Content You submit, or upload to our App by any means will be treated as non-confidential and may be restricted from being displayed under the terms of this Policy, at our sole discretion. You hereby grant to WAG, our members, managers, employees, agents and affiliates, the irrevocable right to use, modify, publicly perform, publicly display, reproduce, and distribute all such Content, whether in whole or in part, on/through the App in order to make such Content available to Content Users, in perpetuity until such time as this App may be discontinued. You retain any and all of Your rights to any Content You submit, post or display on or through the service and You are responsible for protecting those rights.
-Tank Provider Content Policy. By providing Content on or through the Service as a Tank Provider, You represent and warrant that: (i) You have created the Content or otherwise exclusively hold all copyrights and otherwise the right to grant to us the license as provided in these terms, (ii) that the posting of Content by You on our App does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, and (iii) that You have a signed written consent or release for each identifiable person appearing in any Content granting You with the right to use their name and/or likeness to allow inclusion and use of the Content in the way contemplated by You in connection with Your use of the Services. We reserve the right to terminate the account of anyone found to be in violation of the above. Content can be posted as either public or locked. Locked Content will be posted for thirty (30) days and will be accessible to those followers who pay a monthly subscription fee of a minimum of $100 (In-app purchase). We have the right but shall not be obligated to monitor and edit all Content provided by all Tank Providers.
-Content Restrictions. You agree to comply with the following terms and conditions at all times during Your use of this App.
i) promotes, solicits, comprises or contains abusive, defamatory, excessively violent, harassing, contains child pornography, is threatening or unlawful material or that is harmful to minors; or
ii) encourages conduct that would violate any law or Content that violates any applicable statute, ordinance, regulation or rule; or
iii) contains personal information about any individual without that person’s consent or otherwise violates the privacy of any other individual or entity or Content You are not authorized to disclose; or
iv) otherwise infringes on the rights of any third parties, including those of copyright, patent, trademark, service mark, trade secret, or other intellectual property rights, or engage in false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of antidiscrimination law, or violation of any other right of any person or entity;
v) misrepresents an affiliation with another person or organization or posting any Content that infringes any copyright, trademark, service mark, patent, trade secret or other intellectual property right of any third party; or
vi) contains viruses, corrupted files, worms, Trojan horses or any other similar malicious software or programs that may expropriate, intercept or interfere with any data, information, property or system of another person or that may damage interfere or adversely affect the operation of our App or any computer or other device of any user of our App.
-Content Storage. You are solely responsible for all Content including making and keeping back-up copies of any or all Content. We shall not have any responsibility or liability for the deletion or accuracy of any Content, the failure to store, transmit or receive transmission of any Content or the security, privacy, storage or transmission of other communications involving Your use of our App (or Website). We will not access or view any Content, except as follows: (1) as permitted under this Agreement, including our Privacy Policy; or (2) as necessary to maintain or provide the App or the Service, including without limitation: i) to conform to legal requirements or comply with legal process as deemed necessary or advisable by us in good faith; ii) to detect, prevent or otherwise address fraud, security or technical issues; or iii) to enforce this Agreement, including investigation of potential violations hereof as further described in our Tank Provider Content Policy (Investigations).
-Content Disclaimers & Monitoring. We assume no responsibility to investigate or verify that the Content does not violate any law or the rights of some third party or is otherwise injurious or causes some third party to suffer any damages. We do monitor user activity in connection with the Content Tank Providers upload. If We become aware of any actual or possible violations by any Tank Provider of any provision of this Agreement, including without limitation this Tank Provider Content Policy, we reserve the right to investigate such actual or possible violations and We may, at our sole discretion, immediately terminate this Agreement, or We may remove any Content, in whole or in part, without prior notice to the providing Tank Provider. If, as a result of any such investigation, we believe that criminal activity has occurred or is occurring, We reserve the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. In connection with any such investigation, we are entitled, except to the extent prohibited by applicable law, to disclose to law enforcement or other government officials, as we in our sole discretion believes to be necessary or appropriate, any information (including without limitation personally identifiable information), about any given Tank Provider that is in our possession in connection with Your use of the Services in general.
-Content Termination. If You choose to terminate Your access and use of the Service, the terms of this Agreement regarding any Content provided by any Tank Provider shall remain applicable. Content posted on our App will not be immediately deleted or retired as a result of termination. Content retained in backups will be removed only as the backups are purged in the normal course of our backup procedures.
Content User Content Access & Content Use Policy
-Content As-Is. All Content made available to Content Users is made available As-Is without any warranty of any kind, either express or implied. You may access Content for Your information and personal use solely as intended through the provided functionality of the Service and as permitted under these terms. Under no circumstances shall we be liable for any damages occurring or arising from any Content posted or transmitted on our App by any Tank Providers that is defamatory, libelous or slanderous, contains any omissions, falsehoods or otherwise violates any law or right of some third party. Tank Providers shall maintain all rights not expressly granted to You in and to the Content. You understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable to You, and You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies You have against WAG, our members, managers, officers, employees, affiliates, successors and/or assigns with respect thereto.
-Content User Use Restrictions. Content Users shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of the applicable Tank Provider in all cases. Content Users agree not to circumvent, disable or otherwise interfere with security-related features of the service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the service or the Content therein. All Content shall be “locked” and Content Users are not permitted to share any Content with other Content Users.
WAG Coins & Subscription Fees
“WAG Coins” can be purchased by Content Users on our platform, which will allow Content Users to access and view individual items of locked Content made available by Tank Providers. WAG Coins that are issued by us solely for use on the App. WAG Coins are not issued at face value. (For example, $1.00 is not equal to one credit, or any equivalent electronic monetary value in any WAG Coins.) WAG Coins are only accepted by us and only as payment for Content access by Content Users. WAG Coins earned are not real money, or electronic money, and should not be used as such. Each Content User acknowledges that WAG Coins purchased are not real currency, electronic money, or any type of financial or payment instrument, or linked to or otherwise backed by any currency or financial instrument. WAG Coins purchased by Content Users cannot be redeemed for any sum of money, or any money or other consideration at all other than in exchange for access to Content from Tank Providers through our App. All locked Content is first displayed blurry and can be unlocked only by Content Users.
When you purchase a WAG Coin monthly subscription, Content Users select the amount of WAG Coins to purchase each month. Content Users are not obligated to purchase WAG Coins to continue to use any previously purchased Content. Unused WAG Coins purchased in a given month shall not carry over into the next month and will expire. WAG Coins monthly subscription fees are stated on our App, which may be modified by us at our sole discretion from time to time.
WAG Coins Subscription Refunds
We only provide full refunds to any Content User of the total purchase price paid for any WAG Coins used to purchase Content posted/uploaded by the applicable Tank Provider that is in violation of our terms. No partial or full refunds shall be provided for any other reason. In the event any Content User should seek a refund based upon Content in violation of this Agreement, such Content User must request a refund and simultaneously notify us of the violation(s) being reported upon making any refund request. All WAG Coin purchase refund requests must be sent via email to us at support@weareguppy.com Upon our receipt of any such notification by any Content User, We will refund the entire purchase amount of the WAG Coins that were used to purchase/access the Content in violation within 48 hours of any such request; subject to our verification that a violation of any of the terms of this Agreement has in fact occurred. We will notify any requesting Content-User by email of our determination that a violation of this Agreement has occurred by the subject Tank Provider and whether or not such Content User is entitled to a refund, no later than 48 hours after our receipt of any request.
WAG Coins Use License
WAG Coins purchased are virtual coins. Upon the purchase by any Content User of any WAG Coin, We hereby grant to such Content User a limited and revocable license to use such WAG Coin(s) immediately only in order to access Content on our App and for no other purpose. Each WAG Coin purchased is in effect a limited license to use a virtual token that represents a way that we permit (and encourage) You to support Content that You enjoy or find compelling in a manner permitted by our policies. This license is provided solely to and for use by Content Users who have bought WAG Coins through such Content User’s account. This license is limited in time, personal, worldwide, royalty-free, non-exclusive, non-assignable and may not be sublicensed, encumbered, conveyed or made subject to any right of survivorship or other disposition by operation of law or otherwise, and each Content User agrees that any such transfer of WAG Coins purchased is null and void. This license to use any given WAG Coin purchased by any Content User shall automatically terminate once any WAG Coin is provided to/exchanged with a Tank Provider. Each Content User hereby acknowledges that WAG Coins are not real currency, electronic money, or any type of financial or payment instrument, or linked to any of these. WAG Coins purchased are subject to being discontinued, devalued, or limited, as set forth herein. We do not promise that WAG Coins purchased will be reflected as any guaranteed number of WAG Coins earned. Each Content User agrees that We have the sole right to manage, regulate, control, and/or modify the license rights underlying all WAG Coins as We see fit. WAG Coins do not have a natural expiration date, but may be retired, revoked or discontinued as set forth in these terms.
Tank Provider WAG Coin Redemption
We will redeem WAG Coins earned only in U.S. dollars and only where Tank Providers have submitted current banking or payment information. All redemption request payouts shall be processed and made within ten (10) business days from the date such request is made, subject to any fraud and other verification procedures that We or our payment processors may require (in our and their sole discretion). All payments are handled by our third-party payments processor. The processing of WAG Coin redemptions will be subject to the terms, conditions and privacy policies of our payment processor and/or any redeeming Tank Provider’s financial institution in addition to these terms. We shall not be responsible or liable to any redeeming Tank Provider for any errors made by the payment processor or any bank/financial institution transferee. Tank Providers that desire to dispute the sum of any redemption payment must notify us in writing within 30 days of the receipt of the disputed payment. Failure to do so will constitute an irrevocable waiver of any claim relating to such payment. Tank Providers may use the following e-mail address to send this notification: support@weareguppy.com. We do not promise or guarantee that any WAG Coins earned by any Tank Provider can be used to redeem any guaranteed sum of money. Further, notwithstanding anything to the contrary set forth in this Section or these terms elsewhere, during up to an initial approximate twelve (12) week period beginning on our App launch date (the posted Agreement date), WAG Coin redemption payouts for any amount that exceeds $,1000.00, either as a single payout or through a series of aggregated payouts during this ramp-up period, may be subject to a delay. We shall have no liability to Tank Providers for any lag time between any payout request and the date such request is made during the ramp-up period.
Tank Provider WAG Coin Restrictions
WAG Coins earned are subject to being discontinued, devalued, or limited, as set forth below. We may revoke, at any time, any Tank Provider’s eligibility to request that we redeem any earned WAG Coins where we reasonably believe that a Tank Provider has violated any of these terms or should We deem that continued use of the Service by any Tank Provider threatens the security of our App, we may revoke that provider’s eligibility to request that we redeem WAG Coins earned. No Tank Provider may request that we redeem WAG Coins earned if the WAG Coins earned were earned using Content that violates our policies. Tank Providers may not request that we redeem WAG Coins earned or participate as a provider if the Tank Provider is located in a country, or are on a government list, that would render such redemption a violation of any applicable law. This includes any redemption to an individual or entity on OFAC’S specially designated nationals list, or an individual or entity that is otherwise under an applicable embargo by any relevant country or region.
WAG Coins earned are not real money, or electronic money, and should not be used as such. Tank Providers may not provide anything of monetary value in exchange for WAG Coins, nor may any Tank Provider set forth any specific terms in exchange for WAG Coins from any Content User (whether on or off the App). WAG Coins earned may not be sold, transferred or exchanged as they can only be issued by us and used on our App to make in-App purchases. We may limit the number of WAG Coins earned that may be redeemed by any Tank Provider based on volume or time frame, impose additional limits based on our anti-fraud policies, withhold from redemption any WAG Coins earned that we reasonably believe were accepted due to any breach of our policies, or that we believe may involve a violation of any law. Where WAG Coins earned are otherwise disputed by any Content User, We may suspend, recoup or set-off from future payments any such redemption payments We make to any Content User if We determine that a violation of these terms has occurred. We may limit the number of WAG Coins that may be redeemed based on volume or time frame. We may impose other limits on the use of WAG Coins, and We may discontinue the use of WAG Coins purchased and WAG Coins earned altogether, after a certain date of our selection, as determined by us at our sole discretion. We have the right to set the correlation of WAG Coins purchased in order to access any Content at our sole discretion, and to change it over time, or to add new types or values of WAG Coins in the future. We reserve the right to immediately suspend the ability/right of any particular Tank Provider to accrue/accept WAG Coins upon any violation of these terms.
Tank Provider Charitable Donations
Every Tank Provider is required to select one charity to support with revenue generated from the redemption of Wag Coins. Each Tank Provider is able to collect WAG coins from their followers through a monthly subscription model in exchange for access to their locked Content. Every Tank Provider will be required to permit Us to withhold a percentage of their collected earnings through WAG Coin redemptions to be donated to their supporting charitable organizations upon each withdrawal request. The percentage shall be decided by each Tank Provider, which is required to be visible to other Content Users so that they know how their subscription fees will be split and donated when they follow and access Content from each applicable Tank Provider. Each Tank Provider agrees to make a donation through Make My Donation (makemydonation.org/terms-and-conditions), a 501(c)(3) Donor Advised Fund (DAF). The DAF processes all charitable contributions and makes grants to the donor-suggested charity(ies).
Accessing the Services
Device and Usage Requirements. Use of our App may require You to use a device that meets the system and compatibility requirements, which may change from time to time.
Discontinuation. We reserve the right to change the Services offered through the App. In addition, we reserve the right to modify, suspend, or discontinue any paid service with or without notice to You and we will not be liable to You or any third party for any such modifications, suspension, or termination. removal or unavailability of Content. In certain cases, Content available within a paid service may become unavailable due to restrictions from our partners who license us such Content or other legal or policy reasons. we will have no liability to You for any such unavailability. If You are not able to download a copy of the affected Content (if applicable) before it becomes unavailable, then we may, at our option and solely as an accommodation to You, offer You either (a) a reasonable replacement of the Content if possible or (b) a refund of the price of the Content.
DOWN TIME DISCLAIMER. The Service may be unavailable at times, whether due to periodic maintenance or otherwise. We shall not have any liability to You of any kind whatsoever for any Service interruptions or downtime that may affect Your access and use of the Service and/or any Content.
Communications
You consent to receiving communications from us including marketing communications such as newsletters about new features and Content, special offers, promotional announcements, and customer surveys, to Your registered email address or via other methods.
SERVICES AS-IS/NO WARRANTIES.
THE SERVICE IS BEING PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES RELATED TO YOUR ACCESS AND USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS OR INTEROPERABILITY OF ANY CONTENT; AND (ii) ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT OR GUARANTEE THAT: (1) THE APP WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT THE FUNCTIONS PERFORMED BY US IN PROVIDING THE SERVICE OR OTHERWISE MAKING ANY CONTENT AVAILABLE THROUGH OUR APP WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
Limitation of Our Liability
WE SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, LOST DATA OR LOSS OF GOODWILL, OR FOR ANY OTHER INDIRECT DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICE/APP IN ANY MANNER WHATSOEVER INCLUDING, BUT NOT LIMITED TO, YOUR USE OR RELIANCE ON ANY CONTENT OR THE SERVICE OR FOR ANY CONTENT THAT IS ACCESSED BY THIRD PARTIES ILLEGALLY WITHOUT AUTHORIZATION THROUGH THE APP OR ANY OF OUR DATABASES. WE SHALL NOT BE LIABLE AS STATED ABOVE REGARDLESS OF THE CAUSE OF ANY DAMAGE INCURRED, INCLUDING ANY DAMAGES NOT FORESEEABLE BY US AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE SAME. YOU ACKNOWLEDGE THIS MEANS YOU ARE WAIVING RIGHTS CONCERNING ANY FUTURE CLAIMS THAT ARE UNKNOWN THAT MAY ARISE IN THE FUTURE. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT THE WAIVER OF SUCH CLAIMS BY YOU.
WE SHALL NOT BE LIABLE TO CONTENT USERS IN ANY WAY FOR ANY DAMAGES OF ANY KIND OR NATURE IN CONNECTION WITH THEIR ACCESS AND USE OF ANY CONTENT AND EACH CONTENT USER SOLELY ASSUMES ANY SUCH RISK OF POTENTIAL DAMAGES IN CONNECTION THEREWITH.
Waiver Limitations. Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. accordingly, some of the above warranty disclaimers and limitations of liability may not apply to You. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
Jurisdiction Availability. The Service is controlled and offered through our App from facilities/servers located in the USA. We make no representations that the service is appropriate or available for use in other locations. Accessing or using the App from other jurisdictions shall be done by You at Your own volition and You are solely responsible for compliance with local law.
Indemnification
You hereby agree to defend, indemnify and hold WeAreGuppy, LLC, our members, managers, employees, consultants, agents, representatives, attorneys and are successors and/or assigns, harmless from and against any and all claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to: (i) any breach of this Agreement by You; (ii) Your use of and access of our App and use of the Service including, but not limited to, any Content You upload or post as a Tank Provider, or that You view and access/use as a Content User; (iii) any actual or alleged violation by You or by any person using Your user account information (whether or not such use is authorized by You) of this Agreement or any applicable law, or any intellectual property, proprietary, privacy or other right of any third party; (iv) Your negligence or willful misconduct.
Data Collection Notice
We collect certain information submitted by You in connection with Your use of the app including, without limitation, certain identity information and Your App use history. By entering into this agreement, You agree to our collection, use, and disclosure of Your personally identifiable information (identity information) and all other information in accordance with this section and in accordance with our privacy policy. You acknowledge that You have read the privacy policy and that it is a part of this agreement and You hereby consent to our use of any of Your identity information or other information as described therein. the manner in which we use any identity information or any other information that You submit or that We collect automatically through Your access and use of the Service shall at all times be consistent with this section and with our privacy policy. Any of Your personal data collected by us in connection with Your App use may be stored and processed in the United States or any other country in which we maintain facilities. You consent to any such transfer of personally identifiable information outside of Your country of citizenship or residence.
DMCA Copyright Infringement Policy
We will, in appropriate circumstances as determined in our sole discretion, terminate Your rights to submit, upload or post any Content if You infringe the intellectual property rights of others. We will investigate notices of copyright infringement and take appropriate actions pursuant to the digital millennium copyright act, title 17, United States Code, section 512(c)(2) ("DMCA"). We also have procedures in place for You to protest any notices of alleged infringement of any Content You have submitted, uploaded or posted through our App. Please see our DMCA Policy for more details.
BINDING ARBITRATION AND CLASS ACTION WAIVER
Please read this section carefully – it may significantly affect Your legal rights, including Your right to file a lawsuit in court.
Initial dispute resolution. our support team is available via email at support@weareguppy.com to address any concerns You may have regarding the service. the parties shall first use their best efforts through the support process to settle any dispute, claim, question, or disagreement and good faith negotiations which shall be a condition to either party initiating arbitration.
Binding Arbitration. If we cannot reach an agreed upon resolution with You within a period of 60 days from the time of informal dispute resolution under the initial dispute resolution provision, then either party may initiate binding arbitration, which will be the sole means to resolve claims, subject to the terms set forth below. specifically, all claims arising out of or relating to these terms (including arbitrability of the dispute, as well as formation, performance and breach of this agreement), and/or anything related to Your use of the App shall be finally resolved exclusively through binding arbitration administered exclusively in New York, New York, and through a single mutually agreed upon arbitrator, in accordance with the provisions of the american arbitration association (AAA) arbitration rules & procedures, excluding any rules or procedures governing or permitting class actions.
The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these terms, including, but not limited to any claim that all or any part of these terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and binding on the parties and may be entered as a judgment in a state or federal court located in Queens County, New York.
You acknowledge that You understand that, absent this mandatory provision, You would have the right to sue us in court and have a jury trial. You further acknowledge that You understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Location. Any arbitration proceeding shall be initiated in the state of New York, County of Queens and You and we each agree to submit to the personal jurisdiction of any federal or state court in the county of Queens, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. At Your discretion, we agree that You may attend any arbitration proceedings telephonically or videographically, in which case we will agree to do so as well.
Class Action Waiver. You and we further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. You and we agree that each may bring claims against the other only in Your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. if any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Claim Limitation Period. You agree that any cause of action arising out of or related to Your download, installation and/or use of the App must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is permanently barred.
General Miscellaneous Terms
No Employment Relationship. Tank Providers acknowledge that they understand and agree that their relationship with us is solely that of a user of our App, as an independent individual or entity. You are not our employee. You maintain all rights and responsibilities for the nature and legality of Your Content, the manner in which it is created and offered, and whether You decide to offer it at all through the App.
Assignment. These terms of service, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by us without restriction.
Choice of law. These terms of service shall be governed by the internal substantive laws of the state of Delaware, without respect to its conflict of laws principles.
Entire Agreement. These terms of service shall constitute the entire agreement between You and us concerning Your use of the service as both a Tank Provider and Content end-user.
Severability. If any provision of these terms of service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms of service, which shall remain in full force and effect.
No Waiver. No waiver of any term of this these terms of service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these terms of service shall not constitute a waiver of such right or provision.
Survival. All provisions of the terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.