WING END USER LICENSE AGREEMENT

This license agreement is effective on March 9, 2020.


By accessing or using the “WING” application (hereinafter “application” or “WING”) website or any WING application (e.g., mobile applications, computer applications, etc.) made available by WING (together, the "Services"), however accessed, the user agrees to be bound by these Terms of Use ("Terms of Use").
These Terms of Use affect the user’s legal rights and obligations. If the user does not agree to be bound by all of these Terms of Use, the user shall not access or use the Services.

Basic Terms

1. The user must be at least 18 years of age to use the Services.

2. The user must be truthful in the mobile app and act in good faith in accordance to state and federal laws..

3. The application will only require the bare minimum personal information in an effort to protect and maintain user’s privacy.

4. The application may use the information obtained on the app to sell to a third-party vendor.

5. The user is responsible for keeping his/her password secret and secure.

6. The user is responsible for any activity that occurs through the user’s account and the user agrees the user will not sell, transfer, license or assign his/her account, followers, username, or any account rights.

7. By accepting these Terms of Use, both the user and The Company agree to conduct themselves in good faith and without malice.

8. The user is independently responsible for complying with all applicable laws in all of the user actions related to the user’s use of the Services, regardless of the purpose of the use.

9. The application shall never be used for any illegal or unauthorized purpose.

10. The application is intended to provide the user with the ability to remotely gather safely with friends, family and connections.

11. The user is solely responsible for his/her conduct and any data, text, files, information, images, graphics or photos uploaded into the application.

12. Violation of these Terms of Use may, in The COMPANY’s sole discretion, result in termination of the user’s account. The user understands and agrees that The COMPANY cannot and will not be responsible for the content posted on the Services and the users use the Services at the user’s own risk. If the user violates the letter or spirit of these Terms of Use, or otherwise creates risk or possible legal exposure for The COMPANY, then The COMPANY may stop providing all or part of the Services to the user.

13. The COMPANY reserves the right, in its sole discretion, to change these Terms of Use ("Updated Terms") from time to time. Unless The COMPANY makes a change for legal or administrative reasons, The COMPANY will provide reasonable advance notice before the Updated Terms become effective. The user agrees that The COMPANY may notify the user of the Updated Terms by posting them through the Services, and that the user’s use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as The COMPANY may reasonably specify) constitutes the user’s agreement to the Updated Terms. Therefore, the user should review these Terms of Use and any Updated Terms before using the Services. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to the user’s use of the Services from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.

14. We reserve the right to refuse access to the Services to anyone for any reason at any time.

15. The user agrees that the user is responsible for all data charges the user incurs through use of the Service.

16. The COMPANY respects other people's rights, and expect the user to do the same.

Governing Law & Venue

7. These Terms of Use are governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflicts of law. For any action at law or in equity that the parties agree to opt of the agreement to arbitrate, the user agrees to resolve any dispute the user has with The COMPANY exclusively in a state or federal court located in New York County and to submit to the personal jurisdiction of the courts located in New York County for the purpose of litigating all such disputes.

Arbitration

Except if the parties agree to opt-out and except for certain types of disputes described in the arbitration section below, the user agree that disputes between the user and The COMPANY will be resolved by binding, individual arbitration and the user waives the user’s right to participate in a class action lawsuit or class-wide arbitration.

Disclaimer

The Services are provided "as is" and without any representation of warranty, whether express, implied or statutory. The services, along with its parent and affiliates, and the officers, directors, agents, joint venturers, employees and suppliers of the Services, specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. The COMPANY does not represent or warrant that the Services will be error-free or uninterrupted; that defects will be corrected; or that the Services or the server that makes the service available is free from any harmful components, including, without limitation, viruses. The COMPANY does not make any representations or warranties that the information (including any instructions) on the Services is accurate, complete, or useful. The user acknowledges that the user’s use of the Services is at the user’s sole risk. The COMPANY does not warrant that the user’s use of the Services is lawful in any particular jurisdiction, and the COMPANY specifically disclaims such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to the user to the extent such jurisdiction's laws are applicable to the user and these Terms of Use.
By accessing or using the Services the user represents and warrants that the user’s activities are lawful in every jurisdiction where the user accesses or uses the Services. The COMPANY does not endorse content and specifically disclaim any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any content.

Limitation of Liability and Waiver

Under no circumstances will The COMPANY be liable to the user for any loss or damages of any kind (including, without limitation, for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages) that are directly or indirectly related to: (a) the service; (b) the WING content; (c) user content; (d) the user’s use of, inability to use, or the performance of the Services; (e) any action taken in connection with an investigation by The COMPANY or law enforcement authorities regarding the user or any other party's use of the Services; (f) any action taken in connection with copyright or other intellectual property owners; (g) any errors or omissions in the Services’ operation; or (h) any damage to any user's computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if The COMPANY has been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of the service). In no event will The COMPANY be liable to the user or anyone else for loss, damage or injury, including, without limitation, death or personal injury. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to the user. In no event will the The COMPANY’s total liability to the user for all damages, losses or causes or action exceed one hundred United States dollars ($100.00).
The user agrees that in the event the user incurs any damages, losses or injuries that arise out of the use of the Services, including acts or omissions, the damages, if any, caused to the user are not irreparable or sufficient to entitle the user to an injunction preventing any exploitation of any web site, service, property, product or other content owned or controlled by The COMPANY, and the user will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any web site, property, product, service, or other content owned or controlled by The COMPANY.
By accessing the Services, the user understands that the user may be waiving rights with respect to claims that are at this time unknown or unsuspected. The COMPANY is not responsible for the actions, content, information, or data of third parties, and the user release The COMPANY, its directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim the user has against any such third parties.

Indemnification

The user and any third party for whom the user operates an account or activity with regards to the Services agrees to, at the COMPANY’s request, defend, indemnify and hold The COMPANY harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of the user’s direct activities on the application or those conducted on the user’s behalf): (i) user’s content or access to or use of the application; (ii) user’s breach or alleged breach of these Terms of Use; (iii) user’s violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) user’s violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by user.

User will cooperate as fully required by The COMPANY in the defense of any claim. The COMPANY reserves the right to assume the exclusive defense and control of any matter subject to indemnification by user, and user will not in any event settle any claim without the prior written consent of The COMPANY.

Enforceability

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. The COMPANY’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. The COMPANY reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of user’s transactions with the application.

Entire Agreement

These Terms of Use constitute the entire agreement between the user and The COMPANY and governs the user’s use of the Services, superseding any prior agreements between the user and The COMPANY. The user will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of The COMPANY. Any purported assignment or delegation by the user without the appropriate prior written consent of The COMPANY will be null and void. The COMPANY may assign these Terms of Use or any rights hereunder without the user’s consent. These Terms of Use do not confer any third-party beneficiary rights.

These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.