WEARISMA LTD

WISPR APP

Last updated 30 JANUARY 2019

PLEASE READ CAREFULLY BEFORE USING THE SERVICE YOUR ACCEPTANCE OF THESE TERMS CONSTITUTES A LEGALLY BINDING AGREEMENT.

WEARISMA LTD (“Wearisma”, “we”, “us” or “our”) welcome the entity executing this Agreement (“you”) to our app Wispr (via http://wispr.app) (the “App”) and to our analytics platform service which helps track, understand and improve the user experience in mobile applications (“Wispr” and “Service(s)”). These terms of service (the “Terms of Service”) govern your access and use of the Site, the App and the Services.

BY CLICKING THE "CONTINUE WITH FACEBOOK" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORISED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT.

1. Acceptance of the Terms

You agree that by entering, connecting to, accessing or using the Site and/or Service and/or by opening an account and/or by installing the App you are entering into a legally binding agreement with us. You acknowledge that you have read and understood the following Terms of Service, including the terms of the Privacy Policy available at https://www.wispr.app/privacy.html (the “Privacy Policy”, and collectively with the Terms of Service, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Site and the Services (including but not limited to any applicable privacy protection laws), and you acknowledge that these Terms constitute a binding and enforceable legal contract between you and Wearisma. We may revise and update these Terms at any time and such revisions are binding.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SITE AND/OR THE SERVICES IN ANY MANNER AND PROMPTLY ERASE, UNINSTALL AND REMOVE THE SERVICES AND ANY PART THEREOF FROM YOUR SYSTEMS AND APPLICATION.

2. The Services

Through Account Registration, our Services enable you to store, organise and group your stories created through your Instagram account into campaigns, as well as collecting information regarding other Instagram users’ (the “End-Users”) activities whilst they are engaging with your stories(the “End Users’ Data”). Wearisma will process and analyse the End Users’ Data using our proprietary software (the “Software”) and generate a PDF analytics visual report (the “Reports”) of the data collected from End-Users engagements with your stories. The Service is available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business, and who has registered for an Account.

3. Account Registration

3.1 Registration. You must register to Wispr and open an account (“Account Registration”) in order to use our Services (the “Account”). You may open an Account by completing the registration form located at https://www.wispr.app/. You must provide accurate and complete information. You remain solely responsible for the maintenance, confidentiality, and security of your account, including your login email password and account activities. You can control your login credentials through the login page.

3.2 Access. Your Account will provide you with online access to the Services, including the Reports. You agree to immediately notify Wearisma of any unauthorised use of your Account. Wearisma will not be liable for any losses or damages arising from any unauthorised use of your Account, and you agree to indemnify and hold Wearisma harmless for any improper or illegal use of your Account, including by someone by whom you have given permission to use your Account. Wearisma do not police for and cannot guarantee that we will prevent any inappropriate use of the Account.

4. Fees

The Services are provided without charge. Wearisma may change its fees and payment policies for the Services from time to time. The changes to the fees or payment policies are effective upon your acceptance of those changes, which will be made available at: https://www.wispr.app.

5. The End-User’s Data

5.1 Our Services provide you with a report to view certain aspects of the End-Users’ activities. The End Users’ Data is compiled through Instagram and as such Wearisma does not warrant that the End Users’ Data is true, accurate or up to date. The End Users’ Data is compiled subject to Instagram’s terms of use as applicable from time to time including the terms of the ownership of any data and intellectual property by Instagram. Our Services provides you only with means to access the End Users’ Data.

5.2 License. You hereby acknowledge and grant to Wearisma a limited non-exclusive and non-assignable license to use, store, upload, display and copy the End Users’ Data solely for the purpose of providing you with the Services.

6. Representations and Undertakings

Your use of the Site and/or Services (or any part thereof) is dependent on the fact that you hereby represent, warrant and agree that:

(a) the execution of the Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject;

(b) you will not infringe or violate any of the Terms;

(c) you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Site and/or Service in accordance with these Terms, and to fully perform your obligations hereunder;

(d) you are the authorised representative of such corporate business in regard to use of the Site and/or Service by and/or on behalf of such corporate business, and make the representations and warranties hereunder on both your and its behalf;

(e) you possess the professional knowledge and judgment necessary to decide whether to use the Site and/or Service;

(f) you are solely responsible for complying with applicable laws regarding use of the Service, or any other interaction and/or transaction you make through or in connection with the Service, including the determination of whether your use of the Service complies with the terms of the jurisdictions and laws applicable to you and all other parties of your interactions;

(g) you will not rely on Wearisma and fully understand that we do not provide any endorsement, support, representation or guarantee regarding the accuracy, reliability, truthfulness, legality or completeness of any information or content that may be available to you in connection with the Service, including any Third-Party Services.

7. Third-Parties

Our Service and/or Site may contain links to third party websites (”Third Party Websites”) that are not owned or controlled by Wearisma. Wearisma has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third-Party Websites. In addition, Wearisma will not and cannot censor or edit the content of any Third Party Website. By using our Service and/or Site, you expressly acknowledge and agree that the Wearisma shall not be responsible for any damages, claims or other liability arising from or related to your use of any Third Party Website.

8. Proprietary Information

8.1 Intellectual Property. The Service, the Site, the App, and any and all intellectual property rights associated and related to them, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Site), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned and/or be licensed to Wearisma and are protected by copyright and other applicable intellectual property rights under the laws of England and Wales. Unless expressly permitted in these conditions, you may not copy, distribute, display, publicly perform, make available to the public, disassemble, separate, modify, sublicense to ,commercial use, sell, rent, lend, process, connect, reverse engineer, combine with other software, translate, modify, or create derivative works of intellectual property, yourself or by someone acting on your behalf in any way.

9. Management of the Service and Site

9.1 Wearisma shall use reasonable commercial efforts to maintain the availability of the Service and Site, but does not guarantee any specific level of availability of the Service and Site. Wearisma will not be liable to you as a result of temporary service interruptions. You acknowledge Wearisma may, in its sole discretion and at any time, modify, discontinue, temporarily or permanently, the activity of the Service and/or Site without prior notice. You further acknowledge and agree that Wearisma is not liable to you or any third party for any modification, suspension, or termination of operations application, service or content users, which are included in the Service and/or Site.

9.2 Wearisma may modify these Terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If you do not agree to the modified terms for the Service, you should discontinue your use of the Service. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorised representative of Wearisma, (ii) you accept updated terms online, or (iii) you continue to use the Service after Wearisma has posted updates to the Agreement or to any policy governing the Service

10. Termination of Your Account and Termination of the Site’s Operation

10.1 Wearisma’s Termination. At any time, Wearisma may block your access to the Service, the Site and/or temporarily or permanently limit, suspend or terminate your Account, for any reason, at its sole discretion, in addition to any other remedies that may be available to Wearisma under any applicable law. Such actions by Wearisma may be taken, inter alia, if Wearisma deems that you have breached any of these Terms in any manner. Additionally, Wearisma may at any times, at its sole discretion, cease the operation of the Service and/or Site or any part thereof, temporarily or permanently, without giving any prior notice and you will be refunded of any prepaid fees. You agree and acknowledge that Wearisma does not assume any responsibility with respect to, or in connection with the termination of the Service and/or Site operation and loss of any data. The provisions of the subscriber representations and undertakings, intellectual property rights (except the license granted therein), disclaimer and warranties, limitation of liability, indemnification and general sections, and your representations and warranties under the End-User’s Data section, will survive the termination, or expiration of the Terms.

10.2 Post-Termination. Upon termination or expiration of this Agreement, for whatever reason, and/or termination of the Account, all rights granted to you hereunder in connection with your use of the Services, will immediately expire. Prior to termination Wearisma may, at its sole discretion, provide you with advance notice of such termination in order for you to download from our Servers all historical End-User's Data and the Reports. You hereby acknowledge and agree that upon termination of your Account, all historical End-User's Data and Reports will be deleted from our Servers and you will not be able to recover the deleted information and materials once the Account is terminated (unless agreed otherwise in writing by you and us).

11. Disclaimer of Warranties

To the fullest extent permitted by applicable law, except as expressly provided for in this Agreement, Wearisma makes no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use and non-infringement.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Wearisma will not be liable for your lost revenues or indirect, special, incidental, consequential or punitive damages, even if Wearisma have been advised of, knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.

13. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, hold harmless and defend Wearisma, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against Wearisma or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Wearisma or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Service, (iii) your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by you concerning any aspect of the Service, or Reports to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service or Reports; (vi) violations of your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service or Reports. Wearisma will provide you with written notice of any claim, suit or action from which you must indemnify Wearisma. You will cooperate as fully as reasonably required in the defence of any claim. Wearisma reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.

14. Miscellaneous

14.1 Headings. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

14.2 Relationship. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.

14.3 Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

14.4 Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, you and Wearisma shall, if possible, agree on a legal, valid and enforceable substitute provision most resembling the desired effect of the deleted provision. The remaining portion of these Terms not declared illegal, invalid or unenforceable shall, in any event, remain valid and effective for the term remaining unless the provision found illegal, invalid, or unenforceable goes to the essence of these Terms.

14.5 Assignment. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Wearisma’s prior express written consent, and any attempted or actual assignment thereof without such consent will be void. Wearisma may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Service and/or site to any third party without your consent or prior notice to you.

14.6 Confidentiality

Neither party will use or disclose the other party's Confidential Information (includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, reduced to writing and marked "confidential". However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.) without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

14.7 Entire Agreement. These Terms are the entire terms and conditions between you and Wearisma relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Wearisma, including but not limited to any terms on the Site not otherwise expressly incorporated herein.

14.8 Governing Law and Jurisdiction. These Terms shall be interpreted in accordance with the laws of England and Wales. You agree that any legal or equitable action of whatever nature by or against Wearisma arising out of or related to these Terms shall be brought exclusively in the courts of England.