TERMS OF USE

Welcome. You agree to be bound by these Terms of Use (these “Terms”) of www.whisper.ws, owned and operated by Rivolv, Inc., a Delaware corporation (“we” or “us”) any time you use or access www.whisper.ws (“Site”), our mobile applications (“Applications”), online platform, and any of our other products or services located on the Site or through the Applications (together with the Site and the Applications referred to herein as the “Services”). Your use of the Services is subject to your acceptance and compliance with these Terms. If you do not agree to these Terms, do not use the Services. Each time you access or use the Services, the current version of these Terms will apply. These Terms will always be available on the Site. Your use of the Services is also subject to our Privacy Policy, available on the Site and incorporated into these Terms by reference. We reserve the right at any time and without notice to change these Terms. If you have questions regarding these Terms, please contact us.

1. SERVICES, REGISTRATION & ACCOUNT

1.1. SERVICES

The Services we offer primarily consist of a platform by which users may share content (“Shared Content”) with third parties by use of a secure URL (a “Link”). Shared Content will be securely stored on our servers until deleted in accordance with our Privacy Policy.

1.2. REGISTRATION

You may be asked to register for an account (“Account”) on the Site or through the Applications before using the Services. When you register for an Account, you agree to (i) provide accurate, current and complete information about yourself as prompted by our registration form and (ii) maintain and update your information to keep it accurate, current and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, you will have materially breached these Terms, and we reserve the right to terminate this Agreement and your use of the Services. As part of the registration process, you may be asked to provide a username and password that are unique to the Account (collectively referred to as “Login Information”). You will be responsible for the confidentiality and use of your Login Information and agree not to transfer or resell your use of or access to the Services to any third party. If you have reason to believe that your Account is no longer secure, you must immediately notify us of the problem. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to our benefit. You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities are conducted through your Account. You may use our Services only if you are at least the age of majority in the jurisdiction in which you reside.

1.3. OUR RIGHTS

WE MAY SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT AND/OR TERMINATE OR SUSPEND YOUR ACCESS TO THE SERVICES AT ANY TIME WITH ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE, WITHOUT ANY LIABILITY TO YOU WHATSOEVER. You acknowledge and agree that we are not required to provide you notice before suspending or terminating your Account and/or your access to the Services. You acknowledge and agree that we may access, review, screen, and delete your Shared Content and User Content at any time and for any reason, including if we think such content violates these Terms. You alone remain responsible for all Shared Content and User Content you create, post, store, or send through the Services.

1.4. YOUR RIGHTS

You have the right to cancel your Account, if applicable, at any time. You understand and agree that, except as expressly provided by law and otherwise herein, the cancellation of your Account and the cessation of your use of the Services is your sole right and remedy with respect to any dispute with us. This includes, but is not limited to, any dispute related to or arising out of (i) this Agreement or our enforcement or application thereof or (ii) your ability to access and/or use the Services.

2. GENERAL TERMS

2.1. TERMINATION

This Agreement shall continue until you cease using the Services, and close your Account and uninstall our Applications, if applicable, in accordance with our standard procedures or until sooner terminated according to these Terms.

2.2. INDEMNIFICATION

You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers (collectively, the “Indemnitees”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Services, or your breach of this Agreement. You agree to be solely responsible for defending any Claim against or suffered by any Indemnitee, subject to the relevant Indemnitee’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against any Indemnitee provided that you will not agree to any settlement that imposes any obligation or liability on any Indemnitee without our prior express written consent.

2.3 ELECTRONIC NOTICES AND DISCLOSURES

You agree that we are able to provide you notices electronically to you through your Account or other electronic means all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship. You can receive all the disclosures and notices electronically. By using electronic disclosure, all pertinent delivery fees are waived as charged to you by third parties, including, but not limited to, text rates, bills, and surcharges. We may give you notices by posting on the Site or by sending them to your Account or to the email address on file for you. It is your responsibility to ensure that your email address and other contact information is updated, current, and correct. All notices to us shall be sent via recognized overnight courier or certified mail, return receipt requested, to Rivolv, Inc., (TBC) Seattle WA 98109.

2.4 USER CONTENT

The Services may include interactive areas in which you may post public content and information, (in whatever form, referred to herein as “User Content”). You are solely responsible for, the User Content you post to the Services. You are also solely responsible for your use of such interactive features and use them at your own risk. We reserve the right to remove or modify User Content for any reason in our sole discretion. When you post User Content to the Services, you give us and our Affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. To the extent such content is attached to a user profile on the Services, the foregoing license includes a right to reproduce your profile, and any name, likeness or photograph contained in such profile. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

2.5 YOUR CONDUCT

All Shared Content and User Content should be free of violent, threatening, vulgar, discriminatory, harassing, illegal, or sexually objectionable content (“Impermissible Content”). You acknowledge and agree not to post any Impermissible Content, not to use the Services for or to further any illegal activity, and to otherwise comply with any policies related to Shared Content and User Content we may implement from time to time. You also acknowledge and agree that nothing in this paragraph limits our rights under Section 1.3 of these Terms.

2.6. WARRANTY DISCLAIMER

YOU EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICES, OR ANY PART THEREOF, (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICES, (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT OUR WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF OUR CONTROL. THE SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

2.7 LIMITATION OF LIABILITY

IN NO EVENT SHALL WE, OUR DIVISIONS, SUBSIDIARIES AND AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS, AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, WHETHER OR NOT FORESEEABLE OR IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (I) THE ACCESS, CONSUMPTION OR USE OF OR THE INABILITY TO ACCESS OR USE ANY PART OF THE SERVICES; (II) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (III) ANY SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (V) ANY WEBSITE REFERENCED OR LINKED TO FROM THE SERVICES; (IV) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE; OR (V) YOUR RELIANCE UPON ANY MATERIAL, PRODUCT, SERVICE OR ANY CONTENT OR OTHER INFORMATION AVAILABLE ON THE SERVICES. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING IN ANY MANNER TO YOUR USE OF THE SERVICES IS LIMITED TO THE GREATER OF $100 OR THE AMOUNT YOU PAID US TO USE THE SERVICES TO WHICH SUCH CLAIM RELATES IN THE 12 MONTH PERIOD PRECEDING THE FILING OF SUCH CLAIM.

2.8 INTELLECTUAL PROPERTY

The Services are protected by copyrights, trademarks, patents, trade secrets, and other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”), and any unauthorized use of the same violates these Terms and may violate applicable law. Except as expressly provided herein, we do not grant you any express or implied right to use the Services. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer any of the Services. In addition, you agree not to take any action that may infringe on our Intellectual Property Rights.

2.9. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Delaware without giving effect to conflicts of law principles. Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in King County, Washington. Any claim against us arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.

2.10 MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section. Our failure to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision. You shall not assign or transfer this Agreement or any right or obligation hereunder to any third party. This Agreement, together with any other documents or agreements referred to herein, sets forth the entire Agreement between you and us.