These are the Wingerly™ terms and conditions (these “Terms”). These Terms are a contract, like ground rules or boundaries between you and us (Wingerly). These Terms apply every time you use our service, which includes the Wingerly mobile and web applications (the “App”), website (the “Site”), and all related software and services (all of which we will just call the “Service”). When you use the Service, you agree to be bound by the Terms. If you’re not ready for that kind of commitment, you shouldn’t use the Service.

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Because technology is constantly changing, we may need to change these Terms from time to time. We encourage you to check this page regularly just in case we do make any changes—by continuing to use our Service after we change the Terms, you’re telling us that you accept such changes.

 

Eligibility

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You can only use the Service if you register as a “User,” and can’t register unless you are at least 18 years old (if you’re not, enjoy being a kid for a while—we’ll be waiting for you on your 18th birthday).

 

Your account is yours and yours alone, and no one else is allowed to use it. This means you are personally responsible for anything that happens through your account, even if you do let someone else use it.

 

Use of Service.

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• 2.1 License. Wingerly is giving you a worldwide, non-exclusive, revocable license to use the Service as long as you treat it nicely (i.e., play nice and don’t copy, modify, create a derivative work of, reverse engineer, decompile, or do anything else with our source code or sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Service—we worked hard to make it nice and we want everyone to enjoy it).

• 2.2 Personal Account. As a User, you need to have a Wingerly account to enjoy the Service (but remember —no sharing, trading, assigning or transferring).

• 2.3 User Content. The Service allows you to upload, submit, disclose and share multimedia content like videos, text, data and photos, and basically anything else that wasn’t made by Wingerly (“User Content”). You (not Wingerly) own all rights and are responsible for all of your User Content you provide—if you put it in the Service, responsibility goes back to you. Also, whatever you do provide is not secret or confidential, so be careful what you share. By posting User Content through the Service, you agree to the following:

  • (a) If you post it, you are legally, morally and (sometimes) ironically responsible for it. Just to clarify, Wingerly is not responsible for what you do or post on the Service, which means we can’t guarantee the identity of other Users or the accuracy of other Users’ User Content.

  • (b) Your User Content is yours (or you have permission to post it and, either way, we won’t get in trouble for posting it), is not misleading, false, or inappropriate and abides by our Code of Conduct (see Section 3).

  • (c) You give Wingerly a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reproduce, distribute, display, publish, and otherwise fully exploit (hereinafter “use”) your User Content in connection with the Service and any of Wingerly’s businesses and to let other Users access your User Content through the Service. This is how our lawyers say that once you post something, we have the right to use it—forever—and that everybody who uses the Service could have access to it too. Again, be careful what you post).

• 2.4 Private Messages. Even though what you send as private messages between Users through the Service (“Private Messages”) are User Content (that have to follow all of the above rules), Wingerly will not use Private Messages.

• 2.5 Monitoring. The Service is about you connecting with other Users, so we want you to share and be creative. However, sometimes that freedom results in people doing and saying things that you or we may not agree with. Remember that Wingerly does not endorse any User Content and has the right (but is not required) to monitor what you do and post on the Service. If you have been acting badly, we may remove your User Content, and sometimes we may take it down for no reason at all (wrap your head around that). If you ask nicely, we may also consider a request to remove something you previously posted (assuming you can’t just delete it yourself).

• 2.6 External Resources. Sometimes we or other Users post links that access third-party websites (“Third Party Resources”). We don’t and can’t control Third Party Resources (it’s the internet, remember?) and so we also are not and cannot be responsible for whatever those third parties do on the internet (including their content, function, accuracy, legality, appropriateness or any damage or loss they may cause you because they behaved badly). Only you can choose to use Third Party Resources, and you do so at your own risk—just because we post a link to a Third Party Resource does not mean we endorse or affiliate ourselves with the Third Party Resource. We can also remove Third Party Resources for any reason or even if we have no reason to do so.

• 2.7 Beta Status. Thanks for using the Service while it is in “beta” (meaning that we are still fine tuning everything before our grand opening). By using the Service now instead of waiting for the general release, you are a beta tester—you are using prerelease code that doesn’t have all the kinks worked out (meaning it could bug out on you or we may pull a feature because we don’t feel it is ready yet), so please report problems you encounter and ideas for things we can improve. We love when you share your ideas, but remember that anything you share regarding those problems and improvement ideas is and will be owned by Wingerly automatically (a great idea is no good if we can’t fully implement it). To keep everything a surprise until our general release of the Service, you promise to keep your use of the Service confidential (so don’t demonstrate, copy, sell, or market the Service or publish or otherwise disclose information relating to the Service to anybody else).

• 2.8 Additional Terms. The following are some special terms and conditions that apply to the Wingerly app on an Apple iOS-powered mobile device (“iOS App”):

  • (a) The Terms are a contract between you and Wingerly, not Apple, so Apple has nothing to do with the iOS App or the Service. This means Apple is not required to maintain, support, or have any warranty obligations related to the iOS App (in fact, if you use the iOS App, then you are separately required to follow Apple’s Usage Rules, which you can find on Apple’s App Store Terms of Service).

  • (b) Any problems or claims you have relating to the iOS App will be addressed by Wingerly, not Apple, including claims involving product liability, conformity with applicable law, and consumer protection or similar legislation.

  • (c) Wingerly, and not Apple (are you starting to see the pattern?), is responsible for dealing with intellectual property infringement issues related to the iOS App (including the investigation, defense, settlement and discharge of the claims).

  • (d) You promise that (i) you are not using the iOS App in a country subject to a U.S. Government embargo or that is designated as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

  • (e) Even though Apple takes no responsibility for the iOS App, Apple does have the right to enforce these Terms as a third-party beneficiary (at least when it comes to the iOS App).

 

Code of Conduct

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Remember the golden rule: don’t do anything stupid. When you set up an account, you promise not to use the Service to do anything illegal (although we hope that you’ll choose to be a good person too). The following is our “Code of Conduct,” or the baseline rules that you are responsible for following if you decide to use the Service.

• 3.1 Posting Policy. Do not upload, post, submit or otherwise mess with gross or illegal content or communications, including anything that

  • (a) breaks local, state, national, or international laws or regulations or is otherwise unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, or offensive (i.e., bad stuff)

  • (b) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any third party (i.e., someone else’s stuff);

  • (c) contains profanity (except in Private Messages);

  • (d) includes unauthorized or unsolicited advertising, junk email, bulk email or other spam-like content (i.e., annoying stuff);

  • (e) involves sales or commercial activities not expressly authorized by Wingerly (i.e., business stuff);

  • (f) contains software viruses, malware, ransomware, or any hacker-like stuff that is designed or intended to disrupt or damage the Service, other software, hardware, or telecommunications equipment to damage or obtain unauthorized access to any system, data, password or other information of Wingerly or any third party (i.e., more bad and mean stuff);

  • (g) violates the privacy of other Users or that of any third party, including Content that that can or potentially can be used on its own or with other information to de-anonymize data or to identify, contact, or locate any third party (i.e., gross stuff); or

  • (h) impersonates any person or entity, including Wingerly and its employees or representatives (i.e., fake stuff).

• 3.2 Use of Infrastructure. Analogy to prove a point: the internet (including the Service) is like a highway, but with rush-hour traffic all the time. Be a respectful driver (read: User), and don’t (i) drive in two lanes at once (by putting large loads on the infrastructure of Wingerly or its third party providers, as determined by Wingerly in its sole discretion); (ii) mess with the road (by interfering with the proper working of the Service or any related activities); (iii) drive on the shoulder (by bypassing any restrictive measures that Wingerly uses on the service, like access to other accounts, computer systems or networks connected to the Service); or (iv) be a creepy crawler (by using manual or automated software, devices, or other processes to “crawl” or scrape data from the Service).

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WARRANTIES, DISCLAIMERS, AND LIABILITY

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• 4.1 General Disclaimers. We are not your parents, and you are not children (if you are, best skedaddle before we find out), which means Wingerly has no fiduciary duty to you. We don’t and can’t know who uses the Service and what they are going to post on the Service. We don’t vouch for any User’s claimed identity (or the accuracy of their profile picture), content you access on the Service, the effect other Users or posted content may have on you, how you interpret or use the content, or actions you may take as a result of exposure to the content. Be a strong independent adult, use your brain at all times, and keep yourself safe. The following is some important legal stuff that all “strong independent adults” will fully read and understand:

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WINGERLY PROVIDES THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE APP) “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, Wingerly HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WHETHER ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, Wingerly AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE APP WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS CAN OR WILL BE CORRECTED; (C) ANY INFORMATION OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOU USE THE SERVICE SOLELY AT YOUR OWN RISK.

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• 4.2 Notice of Risk. You acknowledge that there are bad people out there, and anytime you go out into the world, you assume the risk that something bad may happen to you. There are risks to using the Service too, especially when other Users are involved, including but not limited to the risk of physical harm, that arise out of dealing with strangers, underage persons, or people acting under false pretenses. You assume all risks associated with dealing with other Users with whom you come in contact through the Service. You acknowledge that Wingerly is not liable for any harm resulting from (i) User Content, (ii) User conduct (including illegal activity), or (iii) any other action related to your use of the Service. Be smart and be careful whenever interacting with other Users.

• 4.3 Indemnification. This section is important, so we won’t be cute about it. You agree to indemnify, defend and hold harmless Wingerly, its subsidiary and parent companies, and each of their officers, directors, employees, agents and related third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any third-party claim related to (a) your use of or inability to use the Service; (b) your User Content; (c) your violation of the Terms or your violation of any rights of a third party; (d) your violation of any applicable laws, rules or regulations; or (e) the unauthorized or unlawful use of the Service by any person using your account. Wingerly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Wingerly in asserting any available defenses.

• 4.4 Limitation of Liability. This section is also very important. If, notwithstanding the other provisions of the Terms, Wingerly should have any liability to you or any third party for any loss, harm or damage, you and Wingerly agree that such liability shall under no circumstances exceed $50.00. You and Wingerly agree that the foregoing limitation of liability is an agreed allocation of risk between you and Wingerly. You acknowledge that absent your agreement to this limitation of liability, Wingerly would not provide the Service to you.

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Wingerly BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

 

MISCELLANEOUS PROVISIONS

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• 5.1 Term and Termination. You accept these Terms, and you will be responsible for them, if you use the Service, and they will remain in effect until you or Wingerly terminate your account (which either can do at any time, for any reason or no reason, without explanation, by sending written notice to the other party). Termination means that you will immediately (1) stop using the Service, and (2) remove Wingerly’s app from any device in your possession.

• 5.2 Notice. Wingerly may give any notice required or permitted to be given in writing hereunder via email. Such notice will be effective immediately. It is your responsibility to make sure the email address associated with your account is correct.

• 5.3 Entire Agreement; Amendment. These Terms and any documents that are referenced in them constitute the entire agreement between you and Wingerly relating to the Service and the other stuff we discussed above. Wingerly reserves the right to amend the provisions of the Terms at any time (but we will let you know if we do by posting a notice on the Service).

• 5.4 Governing Law; Venue. The Terms will be governed and construed under the laws of the State of California, without regard to its conflict of laws provisions or the United Nations Convention on the International Sale of Goods. You and Wingerly irrevocably consent to the exclusive jurisdiction of the state and federal courts located in the Orange County, California. All disputes and/or legal proceedings related to the Terms will be maintained in courts located in Orange County, California.

• 5.5 Waiver/Severability. The waiver or failure of Wingerly to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. If any provision of the Terms is determined to be invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Terms shall remain enforceable.

• 5.6 Assignment. Wingerly may assign these Terms, in whole or in part, in its sole discretion. You may not assign your rights under these Terms without Wingerly’s prior written permission (and any attempt to is void).

• 5.7 Force Majeure. Wingerly shall not be liable for any failure or unavailability of the Service or failure by Wingerly to provide the Service as a result of strikes, lockouts, calamities, acts of God, unavailability of suppliers, the loss or destruction of data, the deletion or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or military authority, war, terrorism or any other event beyond Wingerly’s control.

• 5.8 Headings. The headings of articles and sections contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

• 5.9 Questions and Complaints. Please direct all questions, complaints, or claims with respect to the Service to the following:

415 Townsquare Lane #214

Huntington Beach, CA 92648

323-445-2189

wingerlydating@gmail.com