TERMS OF SERVICE
Last Updated: September 13th, 2023
These Terms of Service (“Terms”) apply to your access to and use of (i) the website located at [website address] (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) provided by Unwrap App, Inc. (“Unwrap”, “we”, “our” or “us”), (ii) mobile applications that may be downloaded to your smartphone or tablet (each an “App”), (iii) online services (including the Site and the App, together the “Services”) and (iv) third-party products accessible via the Site and the App (the “Products”).
BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 19, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 19, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND UNWRAP WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. Further, terms of sale in Section 7 will apply with respect to any Products that you use. If you do not agree to these Terms, do not use the Products or Services.
We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Products or Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Products or Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.
We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Products or Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Products and Services.
Eligibility and Use Restrictions
Age. Users under 18 years of age (or the age of legal majority where the user lives) may only use the Products and Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms and such users may have limited functionality the Services and restrictions on their ability to purchase Products. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to the Products and Services. If you are a parent or legal guardian and you believe that your child under the age of 18 is using the Products or Services without your consent, please contact us at support@unwrap-app.com.
Jurisdiction. You may only use the Products or Services in jurisdictions authorized by Unwrap. Use of the Products or Services is currently authorized only in the United States.
Use and Sharing. You may only use the Products and Services for personal, family or household purposes and expressly excluding any commercial use. You may not share the Products or Services.
Your Information
You may provide certain information to Unwrap in connection with your access or use of the Products or Services, or we may otherwise collect certain information about you when you access or use the Products or Services. You agree to receive emails, SMS or text messages, and other types of communication from Unwrap via the Products or Services using the email address or other contact information you provide in connection with the Products or Services. You represent and warrant that any information that you provide to Unwrap in connection with the Products or Services is accurate.
For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy [insert link].
Accounts
You must create an account with Unwrap in order to use some or all of the Products and Services. You may not share or permit others to use your individual account credentials. You will promptly update any information contained in your account if it changes. You must use a strong password for your account that is unique to our Services and not used by you in any other website or online service. You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.
User Content
Our Services may allow you and other users to create, post, store, and share content, including reviews, messages, text, photos, videos, software, and other materials (collectively, “User Content”). When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.
Except for the license you grant below, as between you and Unwrap, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant Unwrap a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.
You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:
Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
Impersonates, or misrepresents your affiliation with, any person or entity;
Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
Contains any private or personal information of a third party without such third party’s consent;
Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Unwrap or others to any harm or liability of any type.
Enforcement of this Section 4 is solely at our discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.
We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:
Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
Terminate or suspend your access to all or part of the Products or Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
Take any action with respect to your User Content that is necessary or appropriate, in Unwrap’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect Unwrap’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services. To learn more about parental control protections (such as computer hardware, software, or filtering services) that may assist you in limiting your minor’s access to certain content, visit https://www.fbi.gov/resources/parents.
Prohibited Conduct
You will not use the Products or Services if you are not eligible to use the Products or Services in accordance with these Terms and will not use the Products or Services other than for their intended purpose. Further, you will not, in connection with the Products or Services:
Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
Engage in any harassing or threatening conduct;
Use or attempt to use another user’s account or information without authorization from that user and Unwrap;
Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
Sell or resell the Products or Services;
Copy, reproduce, distribute, publicly perform, or publicly display all or portions of the Products or Services, except as expressly permitted by us or our licensors;
Modify the Products or Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
Use the Products or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Products or Services or that could damage, disable, overburden, or impair the functioning of the Products or Services in any manner;
Reverse engineer any aspect of the Products or Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of the Products or Services;
Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from the Products or Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Unwrap grants to the operators of public search engines permission to use spiders to copy materials for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Unwrap reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
Develop or use any applications or software that interact with the Products or Services without our prior written consent;
Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Use the Products or Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
Enforcement of this Section 5 is solely at Unwrap’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. Please note that parental control protections (such as computer hardware, software, or filtering services) may be commercially available to assist you in limiting access to material that is harmful to people under 18 or the age of the legal majority. Information identifying current providers of such protections should be available at: https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers (last checked on June 21, 2023).
Product Listings
The Services may make available listings, descriptions, and images of Products, as well as references and links to Products and coupons or discounts for Products (“Listings”). Such Products may be made available by Unwrap or by third parties and may be made available for any purpose, including general information purposes. Unless we state otherwise, the availability through the Services of any listing, description, or image of a third-party Product does not imply our endorsement of such Product or affiliation with the provider of such Product. We attempt to ensure that any such Listings are complete, accurate, and current, but despite our efforts, the Listings may occasionally be inaccurate, incomplete, or out of date. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such Listings (including any features, specifications, and prices contained therein). Such Listings and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors; however, the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors.
Terms of Sale
By purchasing a Product through the Services, you agree to the terms set forth in this Section 7 (the “Terms of Sale”).
Eligibility. To complete your purchase, you must have a valid billing and shipping address within a country that can be selected as part of the checkout process (the “Territory”). We make no promise that Products available are appropriate or available for use in locations outside the Territory.
Restrictions. The Products are not authorized for resale. We may place a limit on the quantities that may be purchased per order, per account, per payment card, per person, or per household. We reserve the right, without prior notice, to refuse service to any customer or reject any order at any time and refund any money you have paid for such order.
Price. Prices shown exclude all taxes or charges for transaction fees or shipping and handling. Taxes, transaction fees, and shipping and handling costs will be added to the amount of your purchase and itemized on the checkout page. You will have an opportunity to review taxes and delivery costs before you confirm your purchase. All prices are subject to change at any time without notice. We do not collect taxes on merchandise shipped to a jurisdiction in which we do not have substantial nexus, in which case you will be liable to the appropriate taxing authority for any sales taxes relating to your purchase.
Payment. If you wish to make a transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date, your billing address, and your shipping information, to us or our payment processors. You represent and warrant that you have the right to use any payment card that you submit in connection with a transaction. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification of information may be required prior to the acknowledgment or completion of any transaction. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes, transaction fees, and shipping and handling charges applicable to your transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.
Subscriptions. Your purchase of certain Products may require enrollment in a payment plan involving automatic renewal (a “Recurring Subscription”). If you purchase such a Product, you authorize Unwrap to maintain your account information and charge that account automatically upon the renewal with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew unless you cancel it. In the event that Unwrap is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, Unwrap may in its sole discretion (i) bill you for your Products or Services and suspend your access to the Products or Services until payment is received or (ii) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. You may cancel your subscription by emailing us at support@unwrap-app.com. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Products through the end of your current subscription period. Unwrap may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Services; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Products or Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least ten days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term and Unwrap will charge your on-file payment card or method on the first day of the renewal of the subscription term.
Order Confirmation; Acceptance. You will have the opportunity to review and confirm your order, including delivery address, payment method, and other details of your order. Although we may confirm orders by email, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Product or Service. We will display or send a notice when we ultimately accept your order, and our acceptance will be complete at the time we display or send the formal acceptance notice. Payment must be received by us before our acceptance of an order.
Shipping; Delivery. Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions set forth in these Terms or otherwise contained on the Services. You will pay all shipping and handling charges specified during the ordering process. All transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments. Any shipping dates provided are approximate and not guaranteed. We are not liable for any delays in shipments.
Order Delays; Cancellation. We reserve the right to delay, refuse, or cancel any order prior to delivery. For example, if there are errors on the Site or made in connection with your order or inaccuracies in Product or pricing information or Product availability, we reserve the right to correct the error and charge you the correct price or cancel your order. We will contact you if any portion of your order is canceled or if additional information is required to accept your order. Occasionally, the manufacture or distribution of a certain Product may be delayed. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule.
Refunds and Exchanges. Refunds will be subject to Unwrap’s applicable Returns Policy below.
Reservation of Rights. Unwrap reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any transaction; to alter the payment option for Products; and to refuse to provide any user with any Product.
Returns Policy
Submitting a Return. If for any reason you decide to return a Product that you purchased from our Services, you must submit a claim through our online form [insert link] (a “Return Claim”). In connection with your Return Claim, you may be asked to provide, amongst other information: (i) your name, address, email address and telephone number and (ii) a copy of your receipt, bill of sale or other comparable proof of purchase for the Product being returned. Verification of information may be required prior to the acknowledgment of any Return Claim. Following receipt of your Return Claim submitted with all required information in accordance with the procedure set forth in this section, Unwrap will provide notice to you of Unwrap’s decision as to whether to proceed with or deny your Return Claim. If Unwrap elects to proceed with your Return Claim, Unwrap may provide a return merchandise authorization number and email a shipping label to you. To obtain a refund, you must, using the shipping label provided by or on behalf of Unwrap, ship the Product to the address specified on the return label provided within thirty (30) days from the date the Product was originally shipped to you by or on behalf of Unwrap. In order to receive a refund, the returned Product must not be subject to any of the exclusions set forth below.
Exclusions. Unwrap will not accept returns of Products purchased from other retailers. Those Products are subject to that retailer’s return policies and Unwrap disclaims any liability with respect to the return of such Products. Additionally, Unwrap will not accept a return of any Products if the Product:
is not purchased from our Services,
is returned by any person other than (i) the original purchaser of the Product or (ii) a subsequent owner who can provide the original order number applicable to the initial purchase of the Product,
is not in its original condition with all original packaging, or
is returned from outside of the Territory where the Product was originally shipped to by Unwrap.
Refunds. Unwrap does not take title to returned Products until the Product is received by Unwrap. Once the Product has been returned to Unwrap in accordance with this Returns Policy (as defined below) and the return has been received and processed by Unwrap, Unwrap will issue a refund to the original payment method used to purchase the Product for the full amount of the original purchase price (including any associated sales tax), minus, unless otherwise agreed by Unwrap, the transaction fees and shipping and handling costs incurred by Unwrap in connection with your Return Claim. If the Product was purchased with a gift card, Unwrap will issue a gift card for the refund amount. For items given or received as a gift, Unwrap is only able to issue a refund to the payment method used by the original purchaser. Unless prohibited by law, any transaction fees or shipping and handling charges paid for the original purchase will not be refunded.
This Section 8 (our “Returns Policy”) is in addition to any statutory rights you may have under law. We will accept any items returned in accordance with this Returns Policy; provided, that, we may deny any return if it fails to meet our return criteria described in this Returns Policy.
Promotions
Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy [insert link]. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.
Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and Products, and all intellectual property rights therein and thereto, are owned by Unwrap or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services and Products, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms (including Sections 4 and 5), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use and solely with respect to any applications included in the Services, install and use such application on a mobile or personal device that you own or control. Any use of the Products or Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. Any applications included in the Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the applicable application and remove (that is, uninstall and delete) the applicable application from your mobile or personal device.
Trademarks
Unwrap our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Unwrap and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Products or Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
Feedback
You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Unwrap or the Products or Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback, or Products or Services, or to improve or develop new products, services, or the Products or Services in Unwrap’s sole discretion. Unwrap will exclusively own all improvements to, or new, Unwrap products, services, or Products or Services based on any Feedback. You understand that Unwrap may treat Feedback as nonconfidential.
Repeat Infringer Policy; Copyright Complaints
Our Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our "DMCA Policy").
Reporting Claims of Copyright Infringement. If you believe that any content on the Products or Services infringe any copyright that you own or control, you may notify Unwrap’s designated agent (your notification, a “DMCA Notice”) as follows:
Designated Agent:
[insert name]
Address:
[insert street address]
[insert city, state, and zip code]
Telephone Number:
[insert phone number]
Email Address:
[insert email]
Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on the Products or Services is infringing, you may be liable to Unwrap for certain costs and damages.
Third-Party Content
The Products and Services rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services and Products. You acknowledge that (a) the use and availability of the Products and Services is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that the Products or Services operate.
We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through the Products or Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Products and Services.
Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Unwrap and our officers, directors, agents, partners, and employees (individually and collectively, the “Unwrap Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Indemnification Claims”) arising out of or related to (a) your access to or use of the Products or Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify Unwrap Parties of any third-party Indemnification Claims, cooperate with Unwrap Parties in defending such Indemnification Claims, and pay all fees, costs, and expenses associated with defending such Indemnification Claims (including attorneys' fees). The Unwrap Parties will have control of the defense or settlement, at Unwrap 's sole option, of any third-party Indemnification Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Unwrap or the other Unwrap Parties.
Termination of Account and Data Deletion
Account Closure:
If you decide to close your account with Unwrap, you can do so at any time through your account settings. Upon receiving a request for account closure, we will initiate the process of permanently deleting your account and all associated data from our systems.
Data Deletion Timeline:
The deletion of your account and data will be completed within a maximum of 30 days from the date of your closure request. This period allows us to properly close out any outstanding matters related to your account.
Confirmation of Deletion:
Once your account and all associated data have been removed from our systems, we will send you a confirmation via email to the address associated with your account. This email will serve as your official notification that all your data has been permanently erased.
Please note that certain information may be retained as necessary for our legitimate business interests, such as fraud prevention and enhancing users' safety and security. For more information on our data retention practices, please refer to our Privacy Policy.
Disclaimers
Your use of the Products and Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, the Products, Services, and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) are provided “as is” and “as available” without warranties of any kind, either express or implied. Unwrap disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Unwrap does not represent or warrant that the Products or Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or error-free or that access to the Products or Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) will be uninterrupted. While Unwrap attempts to make your use of the Products and Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that the Products or Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Products and Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Unwrap, Unwrap Parties, and Unwrap’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.
Limitation of Liability
To the fullest extent permitted by applicable law, Unwrap and the other Unwrap Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Unwrap or the other Unwrap Parties have been advised of the possibility of such damages.
The total liability of Unwrap and the other Unwrap Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the lesser of $500 or the amount paid by you to use our Product or Services giving rise to the claim.
The limitations set forth in this Section 17 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Unwrap or the other Unwrap Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
Release
To the fullest extent permitted by applicable law, you release Unwrap and the other Unwrap Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND UNWRAP TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND UNWRAP FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND UNWRAP AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. UNWRAP AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Unwrap, that Unwrap has against you, or that you have or Unwrap has arising from or relating to these Terms, the Products or our Services, or any aspect of the relationship between you and Unwrap as relates to these Terms, the Products, or our Services, including any privacy or data security claims, (collectively, “Claims”, and each a “Claim”), you and Unwrap agree to attempt to first resolve the Claim informally via the following process:
If you assert a Claim against Unwrap, you will first contact Unwrap by sending a written notice of your Claim (“Claimant Notice”) to Unwrap by certified mail addressed to 1401 21st Street, Suite R, Sacramento, CA 95811 or by email to support@unwrap-app.com. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
If Unwrap asserts a Claim against you, Unwrap will first contact you by sending a written notice of Unwrap’s Claim (“Unwrap Notice”), and each of a Claimant Notice and Unwrap Notice, a “Notice”) to you via email to the primary email address associated with your account. The Unwrap Notice must (i) include the name of an Unwrap contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
If you and Unwrap cannot reach an agreement to resolve the Claim within thirty (30) days after you or Unwrap receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Unwrap first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Unwrap, including any disputes in which you or Unwrap seek injunctive or other equitable relief for the alleged unlawful use of your or Unwrap’s intellectual property or other infringement of your or Unwrap’s intellectual property rights (“IP Claims”), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 19(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 19 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
Arbitration Procedure (Consumers and Businesses). All Claims must be submitted to the American Arbitration Association (the “AAA”) and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. Such rules differ if you are a consumer, or a business as further described below:
If you are an individual using the Services for your personal use, you are a “Consumer”, and the then-current version of the AAA’s Consumer Arbitration Rules, which are available on the AAA’s website (adr.org), as amended by these Terms as follows, will apply to any arbitration between you and Unwrap:
YOU AND UNWRAP AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND UNWRAP ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Unwrap or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
For any arbitration you initiate, you will pay the consumer filing fee, and Unwrap will pay the remaining AAA fees and costs. For any arbitration initiated by Unwrap, Unwrap will pay all AAA fees and costs.
For all arbitrations where the Claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, and (iii) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.
If you or Unwrap submits a dispute to arbitration and the arbitrator orders any exchange of information, you and Unwrap agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Unwrap agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Unwrap or against you by the same or coordinated counsel or are otherwise coordinated.
In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Unwrap understand and agree that when twenty-five (25) or more similar claims are asserted against Unwrap or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Unwrap’s Claim might be delayed.
For such coordinated actions, you and Unwrap also agree to the following coordinated bellwether process. Counsel for claimants and counsel for Unwrap shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Unwrap’s case is selected for a bellwether process, withdrawn, or otherwise resolved.
A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Unwrap or you.
One Year to Assert Claims. To the extent permitted by law, any Claim by you or Unwrap relating in any way to these Terms, the Products or our Services, or any aspect of the relationship between you and Unwrap as relates to these Terms, the Products, or our Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Unwrap will not have the right to assert the Claim.
Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at support@unwrap-app.com or by certified mail addressed to 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 20.
Rejection of Future Arbitration Changes. You may reject any change we make to Section 19 (except address changes) by personally signing and sending us notice within 30 days of the change via email at support@unwrap-app.com or by certified mail addressed to 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834. If you do, the most recent version of Section 19 before the change you rejected will apply.
Severability. If any portion of this Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 19 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 19; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 19 will be enforceable.
Notwithstanding anything to the contrary in the Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section 19 of the Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.
Governing Law
Any Claims will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 19, then the state and federal courts located in the County of Orange, California, will have exclusive jurisdiction. You and Unwrap waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.
Modifying and Terminating the Products or Services
We reserve the right to modify our Services or to suspend or terminate providing all or part of the Products or Services at any time; charge, modify, or waive any fees required to use the Products or Services; or offer opportunities to some or all end users of the Products or Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of the Products or Services, such as by sending an email or providing a notice through the Products or Services. All modifications and additions to the Products and Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Unwrap in writing. You also have the right to stop using the Products and Services at any time, and you may terminate these Terms by ceasing use of the Products and Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
Severability
If any portion of these Terms other than Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.
Export Control
You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
Miscellaneous
Unwrap’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.
If you have a question or complaint regarding the Products or Services, please send an email to support@unwrap-app.com. You may also contact us by writing to 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
Additional Terms Applicable to Mobile Devices
The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).
Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Unwrap, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.
Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.
Maintenance and Support. You and Unwrap acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Unwrap. However, Unwrap has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
Product Claims. You and Unwrap acknowledge that as between Apple and Unwrap, Unwrap, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Unwrap, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Services.
Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
The following terms apply if you install, access, or use the Services on any device that contains the Android mobile operating system (the “Android App”) developed by Google, Inc. (“Google”):
You acknowledge that these Terms are between you and us only, and not with Google.
Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.
Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to our Android App or these Terms.
Google is a third-party beneficiary to the Terms as they relate to our Android App.