WAPPWOLF USER TERMS OF SERVICE

These User Terms of Service comprise the agreement (the "Agreement") by and between Wappwolf, Inc., a Delaware corporation ("Wappwolf"), and you or the entity you represent (collectively, "You"), governing Your use of Wappwolf's apps and other functionalities (collectively, the "Service").

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY USING THE SERVICE, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE.

We may revise this Agreement at any time, with or without notice to You, by posting such changes to this Agreement on our website at www.wappwolf.com. Your continued use of the Service will indicate Your acceptance of any such changes.

1. The Service

The Service interfaces with third-party online file-processing applications (such as Dropbox, Google Docs and the like) and consists of a variety of apps and functionalities made available by Wappwolf that may be accessed by users to automate various activities for the documents, photos and other files on their computers, mobile devices and tablets. A complete description of the Service is available on our website at www.wappwolf.com.

You must be at least 13 years old to use the Service. If You are 13 or older but under the age of 18, please review this Agreement with Your parent or guardian to make sure that both You and Your parent or guardian understand and agree to this Agreement, and have Your parent or guardian review and accept this Agreement. If You are a parent or guardian accepting this Agreement for the benefit of a child who is 13 or older but under the age of 18, then You agree to accept full responsibility for that child's use of the Service, including all legal liability that he or she may incur.

Any violation of this Agreement by You may result in the termination of Your right to continue to use the Service.

2. License Grant

Subject to Your compliance with the terms and conditions of this Agreement, Wappwolf hereby grants a limited, non-exclusive, non-transferable, non-sublicenseable and revocable license for You to access and use the Service, and as needed download files in connection therewith. This license will terminate upon any termination of this Agreement, or upon any suspension, termination or cancellation of Your access to the Service by Wappwolf.

Except for this limited license, Wappwolf shall own all right, title and interest in and to the Service, including without limitation all intellectual property rights therein.

You agree not to do any of the following:

Reverse engineer, decompile, disassemble, translate, modify, alter or otherwise change the Service, or any part thereof.
Attempt to derive the source code, audio library or structure of the Service without the express written consent of Wappwolf.
Remove from the Service, or alter, any of Wappwolf's or its licensors' trademarks, trade names, logos, patent or copyright notices, or other notices or markings.
Distribute, sublicense or otherwise transfer the Service to others.

The Service originates in the United States, and is subject to United States export laws and regulations. The Service may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Service may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Service.

3. Use of the Service

To use the Service, You must (i) provide Wappwolf with Your name and email address, or log into the Service through Facebook, Dropbox, Windows Live ID or other login methods, and (ii) identify the locations on Your computers, mobile devices, tablets, and/or URLs or other remote locations, where the files that You may process with the Service are located. You also may need to create a password to use the Service.

In connection with Your use of the Service, You agree to comply with the following:

Do not use the Service if You are under 13 years old.
Do not share any password needed to access the Service with any third party, or encourage any other user to do so.
Do not remove, circumvent, disable, damage or otherwise interfere with security-related or other features of the Service, or intentionally interfere with or damage the operation of the Service by any means.
Do not use the Service for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this Agreement.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service submitted by You to Wappwolf are non-confidential and shall become the sole property of Wappwolf. Wappwolf shall own all exclusive rights, including all intellectual property rights, to these submissions, and shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to You.

4. Pricing/Fees

Wappwolf reserves the right to limit the usage e.g. in terms of number of files processed, data volume processed, number of automations or the like according to account plans of the Service and to charge fees for use of or access to the Site or the Service.

5. Third-Party Applications

The Service interacts with third-party applications, and may direct You to third-party websites and/or content. You acknowledge that Wappwolf is not responsible for such third-party applications, sites or content. You should review the terms and policies, including privacy and data gathering practices, applicable to such third-party applications, sites or content prior to Your use of them, whether directly or through the Service.

Wappwolf is not responsible for any fees assessed by any third-party application, site or content that You may access through the Service.

Wappwolf will keep you authentication (ticket) for future access until you remove the access right from Wappwolf through the third party app.

6. Term and Termination

The term of this Agreement will commence once You accept this Agreement as provided above. The Agreement will remain in effect until terminated by You or Wappwolf in accordance with this Section 5.

You may terminate this Agreement for any reason or no reason at all, at Your convenience, by closing Your account with Wappwolf or by notifying us at support@wappwolf.com.

We may terminate this Agreement and Your license to the Service for any reason or no reason, at our discretion at any time by providing You thirty (30) days' advance notice. If You are in material breach of this Agreement, we may terminate this Agreement and Your license to the Service, effective immediately upon notice to You.

Upon any termination of Your access to the Service, Wappwolf shall have no liability to You or any further obligations under this Agreement.

7. Disclaimers

You acknowledge that Wappwolf is not responsible or liable in any manner for any damage to any of Your documents, photos, files or other content processed through the Service, whether transmitted by You or a third party, or to any damage to Your computer systems or other devices used in connection with the Service.

WAPPWOLF EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE (AND ANY ASSOCIATED THIRD-PARTY APPLICATION, WEBSITE OR CONTENT) IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." IN PARTICULAR, WAPPWOLF DOES NOT REPRESENT OR WARRANT TO YOU THAT:

YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILL BE CORRECTED.

Applicable law may not allow certain warranty exclusions, so one or more of the above disclaimers may not apply to You.

8. Limitations of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WAPPWOLF OR ITS LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS, INJURY, OR DAMAGES (INCLUDING BUT NOT LIMITED TO ANY COMPENSATORY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THE USE BY YOU OR ANYONE ELSE OF THE SERVICE, ANY DEFECTS IN THE SERVICE, OR ANY BREACH OF THIS AGREEMENT, EVEN IF WAPPWOLF OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above exclusion may not apply to You.

9. Indemnity

You agree to indemnify, defend and hold harmless Wappwolf and its licensors (including their respective assignees, subsidiaries, affiliates, and their respective officers, directors, employees, shareholders, agents and representatives) from and against any liability, loss, injury, demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney's fees, arising out of or in connection with Your use of the Service. We agree to promptly notify You of any claim subject to indemnification, provided that our failure to promptly notify You shall not affect Your indemnification obligations under this Agreement. You shall not enter into any settlement without our prior written consent.

Wappwolf reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims.

10. European Users

By using the Wappwolf Services, Users in the European Union understand and consent to the processing of personal information in the United States.

11. Governing Law Arbitration

This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions.

All disputes, controversies or claims which arise out of or relate in any way to this Agreement shall be finally resolved by arbitration held in San Francisco, California, and conducted by a single arbitrator according to the Commercial Arbitration Rules of the American Arbitration Association using expedited procedures. The arbitrator will have no authority to award any damages that are excluded by this Agreement. Any award by the arbitrator may be enforced in any court having jurisdiction. Each party expressly agrees that the other party may seek injunctive relief by a court pending an award in arbitration and shall not, by doing so, be held to have infringed the powers of the arbitrator or breached its agreement to arbitrate. Note that there is no judge or jury in an arbitration proceeding and the decision of the arbitrator shall be binding upon both parties.

Notwithstanding the foregoing, Wappwolf reserves the right to seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of Wappwolf's or any of its licensors' intellectual property rights. You acknowledge that the loss of any such rights in the Service cannot be readily estimated and may not be adequately compensated with monetary damages.

12. Privacy

All personal information about You provided to Wappwolf via the Service is subject to our privacy policy (available here). Your use of the Service indicates that You accept the terms of our privacy policy.

13. Digital Millennium Copyright Act

The U.S. Digital Millennium Copyright Act ("DMCA") provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that any content transmitted through the Service infringes upon any copyright which you own or control, you may send a written notification to Wappwolf's Designated DMCA Agent in accordance with the process set forth below.

Designated DMCA Agent.

Wappwolf's designated DMCA Agent's contact information is as follows:

Wappwolf, Inc.
Attn: Designated DMCA Agent
181 Freemont Street
San Francisco, California 94105
Email: legal@wappwolf.com
Notification of Alleged Copyright Infringement.
If you believe that your own copyrighted work is transmitted through the Service in violation of your copyright, you may provide our Designated DMCA Agent with a written communication as set forth in Section 512(c)(3) of the DMCA that contains substantially the following information:
1. Identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed so that we can locate the material. If multiple copyrighted works at a single online site are covered by your notification, you may provide a representative list of such works at that site.
2. Identify the URL or other specific location on the Service that contains the material that you claim infringes your copyright described in Item (a) above. You must provide us with reasonably sufficient information to enable us to locate the alleged infringing material.
3. Provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.
4. Include a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
5. Include a statement by you that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner's behalf.
6. Include your name, mailing address, telephone number and email address.
You may submit any notification of alleged copyright infringement to our Designated DMCA Agent by fax, mail, or email at the contact information noted above.

Please note that you may be liable for damages, including court costs and attorneys fees, if you materially misrepresent that content processed by the Service is copyright infringing.

Upon receiving a proper notification of alleged copyright infringement as described in this Section 11.B., we will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the DMCA statutory counter-notification procedure described below in Section 11.C. below by which the alleged infringer may respond to your claim and request that we restore this material.
Counter-Notification.
If you believe your own copyrighted material has been removed from the Service as a result of mistake or misidentification, you may submit a written counter-notification letter to our Designated DMCA Agent pursuant to Sections 512(g)(2) and (3) of the DMCA. To be an effective counter-notification under the DMCA, your letter must include substantially the following:
1. Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
2. A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which the service provider may be found.
3. A statement that you will accept service of process from the party that filed the notification of alleged copyright infringement or the party's agent.
4. Your name, address and telephone number.
5. A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
6. Your physical or electronic signature.
You may submit your counter-notification letter to our Designated DMCA Agent by fax, mail, or email at the contact information noted above.

If you send us a valid, written counter-notification letter meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your counter notification, unless our Designated DMCA Agent first receives notice from the party filing the original notification of alleged copyright infringement informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.

Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees.
Repeat Infringer Policy.
In accordance with the DMCA and other applicable law, Wappwolf has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users of the Service who are deemed to be repeat infringers. We also may, in our sole discretion, limit access to the Service and/or terminate the memberships of any users of the Service who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Miscellaneous

This Agreement constitutes the entire agreement between Wappwolf and You with respect to the Service.

Failure by Wappwolf or You to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

If any provision herein is held unenforceable, then such provision shall be modified to reflect the intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

You may not sell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Wappwolf. Notwithstanding the foregoing, we may assign this Agreement at any time without notice to an affiliate or in conjunction with the sale or transfer of substantially all of Wappwolf's assets associated with the Service.

By using the Service, You consent to receive from Wappwolf all communications, including notices, agreements, legally required disclosures or other information, in connection with the Service electronically. We may provide such notices via email or by posting them at www.wappwolf.com. If You desire to withdraw Your consent to receive notices electronically, You must discontinue Your use of the Service.

If You have any questions regarding the terms of this Agreement, please contact us by sending an email to legal@wappwolf.com.

Effective: August 1, 2012