Terms of Use

 

Avaamo, Inc., a Delaware corporation (“Avaamo”, or “we”), provides the individual and enterprise communication platform through its mobile application called Avaamo (the “Application”), also accessible through a web browser, that allows users to communicate with friends, family, and colleagues while facilitating event planning and document sharing on mobile devices and desktops. By using the Application you agree to be bound by the Terms of Use (the “Terms of Use”). If you wish to become a user, please read the Terms of Use and indicate your acceptance by following the instructions in the Registration process.

The Terms of Use sets out the legally binding terms for your use of the Application. You are responsible for reviewing any applicable changes. Please read them carefully. The Terms of Use and the Avaamo Privacy Policy, incorporated herein by reference, govern your access to and use of the Application. The Terms of Use are a legal agreement between you and Avaamo and apply to you when you download the Application.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING THE “Sign Up” BUTTON OR BY DOWNLOADING OR USING THE APPLICATION, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU SHALL NOT ACCESS OR USE THE APPLICATION AND DELETE YOUR PROFILES.

1. Basic Principles.

Please read all of the Terms of Use carefully. Without limiting any term of the Terms of Use, the following are a few basic principles that apply to your use of the Application:

  • You must be 13 years or older to use the Application.
  • If your Avaamo account is terminated for any reason, you may not create another Avaamo account without our express prior written permission to do so.

2. Modification.

Avaamo reserves the right, at its sole discretion, to modify, discontinue or terminate the Application at any time without prior notice.

Avaamo reserves the right, at its sole discretion, to modify the Terms of Use, at any time and without prior notice. If we modify the Terms of Use, we will post the modification on the Application or otherwise provide you with notice of the modification. We will also update the “Last Updated Date” in the Terms of Use. By continuing to access or use the Application after we have posted a modification to the Terms of Use or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the Terms of Use, whether modified or not, are not acceptable to you, you must cease accessing and using the Application.

3. Account Registration and Eligibility.

3.1 Residence; Age Requirement; Authority.

In order to use any of the Application, you must be in a country in which Avaamo is legally authorized to operate the Application and be at least 13 years of age. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement, and (ii) you are at least 13 years old. If you do not agree to, or cannot comply with, any of the terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access any of the Application.

3.2 Registration.

To use any aspect of the Application and become a “User”, you must download the Application, verify the pin number sent via SMS, and provide certain information including your name. To use additional features you will need to provide additional information, including but not limited to, your email address, profile picture, access to your calendar, and location. All of the registration information you provide to Avaamo is referred to as your “Account Information”. You agree to provide accurate Account Information and to update your Account Information as necessary to keep it accurate. Avaamo will use your Account Information in accordance with its privacy policy. When registering on your mobile device, the Application will document your mobile device using an identifier (“User ID”) assigned by Avaamo. This is a number different from your unique mobile device identification (such as “UDID”) or phone number. Your User ID will be used to provide you with access to your content while using Avaamo through a web browser as well. By providing the Application with access to your mobile device, you consent to Avaamo using the Application to send you Application-related notices on your mobile device through push notification, including among other things notices required by law, in lieu of postal mail. You may not opt out of Application-related message sent through the Application. We may also use the Application to send you other messages, including information about the Application and special offers. To end notification and messaging to you through the Application, you must uninstall the Application.

3.3 Connectivity

You will be responsible for providing the mobile device, network connection, and any other hardware and software necessary to use the Application.

3.4 Account Confidentiality.

You agree that you will not allow others to use any aspect of your Account Information. You are responsible for taking steps to maintain the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. Avaamo will not be responsible for any losses arising out of the unauthorized use of any of your Account Information and/or account and you agree to indemnify and hold harmless Avaamo, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.

3.5 Security.

To prevent unauthorized access, to maintain data accuracy, and to ensure the appropriate use of Account Information, Avaamo uses appropriate physical, technical and administrative procedures to safeguard the information we collect.

4. Fees.

4.1 Application Fees.

You acknowledge that Avaamo reserves the right to charge a fee for any portion of the Application. The Company will provide you with advance notice of any such fees, including any change in the amount of such fees, and a way to cancel your account and/or subscription in the event you do not wish to pay the modified fee. If you continue to use the Application after a fee has been imposed or increased, you are expressly agreeing to the fee or increase thereto and you will be responsible for paying such fee for the balance of your subscription or use of the Application. If Company suspends or terminates your account and/or access to the Application because you have breached the Terms of Use or violated applicable law, you will not be entitled to a refund of any unused portion of such fees or other payments.

  • Avaamo may offer different tiers of services through the Application. The fees for such service tiers shall be paid in advance on a regular subscription model. Should User fail to pay any such fees, User will no longer have the premium access associated with such paid service tiers.

4.2 Communicating with Non-users.

The Application may allow users to communicate with individuals outside of the Application (“Non-users”). When Users sent communications to Non-users through the Application, the communications may be sent to Non-users via email or SMS. Users are responsible for all fees and charges associated with data or SMS sent internal or external to the Application. Moreover, Non-users responding to Users, may reply via SMS or email which may cause User to incur additional fees or costs from its mobile or data services providers. User agrees to pay all fees, charges, costs associated with using the Application and communicating with other users and Non-users whether through the Application or otherwise.

5. Your Content.

When you submit, upload, transmit or display any data, information, media or other content in connection with your use of our Application (“Your Content”), you understand and agree that:

  • you will continue to own and be responsible for Your Content;
  • Avaamo will not sell Your Content to any third party;
  • our use of Your Content will be subject to the Avaamo Privacy Policy;
  • you are giving Avaamo the right to use Your Content (with no fees or charges payable by us to you) solely for the purposes of providing, promoting, developing and trying to improve the Application, including new services that Avaamo may provide in the future;
  • e) in using Your Content for these purposes, Avaamo may copy, reproduce, host, store, process, adapt, modify, translate, perform, distribute and publish Your Content worldwide in all media and by all distribution methods, including those that are developed in the future, provided that they are incorporated into our Application which you use; and
  • f) Avaamo may share Your Content with third parties that Avaamo works with to help provide, promote, develop and improve our Application, but these third parties (other than our affiliate companies) will not make any separate use of Your Content for their own purposes (i.e. for any purposes that are not related to our Application).

6. License to the Application.

6.1 License Grant.

Avaamo grants to you a limited, non-exclusive, non-transferable license to access and use the Application in legally authorized jurisdictions for personal non-commercial purposes only. If you subscribe to the Application, this license is contingent upon your payment of any applicable subscription fees and your compliance with any other terms and conditions applicable to you as a User. Any violation by you of the license provisions contained in this Section 6.1 may result in the immediate termination of your right to use the Application. Avaamo reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE APPLICATION NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

6.2 Updates.

Avaamo may from time to time make available to all users of the Application, updates at no cost or subject to additional fees in Avaamo’s sole discretion. “Updates” means any updates, upgrades or error corrections to the Application that Avaamo makes available generally to users of the Application. Notwithstanding anything else contained in this Agreement, Avaamo will have no obligation to continue producing or releasing new versions of the Application or any updates thereto.

7. General Prohibitions.

You agree not to do any of the following while using the Application:

  • Use the Application in a manner inconsistent with any and all applicable laws and regulations;
  • Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances);
  • Bully, intimidate, or harass any User;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Sell or otherwise transfer your profile;
  • Use your Account to do anything unlawful, misleading, malicious, or discriminatory;
  • Do anything that could disable, overburden, or impair the proper working or appearance of Avaamo, such as a denial of service attack or interference with page rendering or other Avaamo functionality;
  • Use the Application for the benefit of any third party or in any manner not permitted by the Terms of Use;
  • Use the Application to reproduce copyrighted materials;
  • Collect or store any personally identifiable information from the Site or Application from other users of the Site or Application without their express permission;
  • Make the Application available over a network where it could be used by others;
  • Provide your Account Information, including your password, to any other person;
  • Translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Application or any portion of them, except as expressly allowed under applicable law;
  • Circumvent any technology used by Avaamo or its licensors to protect communications via the Application;
  • Rent, lease or sublicense any of the Application;
  • Use the Application in any way that violates the terms of this Agreement or other Avaamo policies; or
  • Encourage or enable any other individual to do any of the foregoing.

Avaamo will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Application security issues, to the fullest extent of the law. Avaamo may involve and cooperate with law enforcement authorities in prosecuting users who violate the Terms of Use. You acknowledge that Avaamo has no obligation to monitor your access to or use of the Application or to review or edit any content, but has the right to do so for the purpose of operating the Application, to ensure your compliance with the Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Avaamo reserves the right, at any time and without prior notice, to remove or disable access to any content and any User, that Avaamo, in its sole discretion, considers to be in violation of the Terms of Use or otherwise harmful to the Application.

8. Ownership.

The Application is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in the Terms of Use, Avaamo and its licensors exclusively own all right, title and interest in and to the Application, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Application.

Your content is fully owned by you and your licensors.

8.1 Copyrights.

As between you and Avaamo, you acknowledge that Avaamo owns or has a license to all title and copyrights in and to the Application. All title and intellectual property rights in and to the licensed content in the Application is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

8.2 Avaamo Trademarks and Third-Party Trademarks.

The following are registered trademarks or trademarks of Avaamo: Avaamo, and its design logo, as well as certain other Avaamo trademarks, service marks, graphics, and logos (collectively, the “Avaamo Trademarks”) used in connection with the Application. The Application may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Trademarks or the trademarks of any third party.

9. Security.

The Application may use technology to protect the digital information shared through the Application from unauthorized use for several features, including, but not limited to, the Secret Chat function. Your use of the Application may be limited by such technology. Further, you acknowledge that such security features may not be impermeable. You acknowledge that, from time to time, Avaamo may modify or discontinue using such technology. Security modifications made by Avaamo may from time to time include required updates to the Application. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

10. Avaamo cares about your privacy.

It is important that you read and understand the terms of Avaamo’s Privacy Policy. Avaamo may cooperate with and disclose information (including your Account Information) to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement due to your use of the Application.Privacy.

11. Termination.

Without limiting other remedies, Avaamo may at any time suspend, terminate, or refuse to provide you with access to the Application. If Avaamo terminates, disables or suspends your access to the Application for any reason your will not create another Avaamo account without first receiving Avaamo’s express written permission to do so. Avaamo may notify authorities or take any actions it deems appropriate, without notice to you, if Avaamo suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of the Terms of Use or any policies or rules established by Avaamo; or (ii) engaged in actions relating to or in the course of using the Application that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, other Users, Avaamo, any other third-parties, or the Application.

Without limiting any other terms of the Terms of Use, you may stop using the Application and delete your Account Information at any time by uninstalling the Application from your mobile device and not accessing your account through a web browser.

After any termination, you understand and acknowledge that we will have no further obligation to provide the Application. Furthermore all licenses and other rights granted to you by the Terms of Use will immediately cease. Avaamo will not be liable to you or any third-party for termination of the Application or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION THAT YOU HAVE SUBMITTED VIA THE APPLICATION WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE APPLICATION THEREAFTER.

Any suspension, termination or cancellation will not affect your obligations to Avaamo under the Terms of Use (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

12. Links to Third Party Websites and Services.

The Application, and communications sent through the Application, may contain links to or information regarding third-party websites or resources, including, but not limited to, service providers like Dropbox. You acknowledge and agree that Avaamo is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources.

You acknowledge that you are subject to the terms and conditions of such Third Party resources when you use their services enabled or accessible through the Application. Further, links to such websites or resources do not imply any endorsement by Avaamo of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. Your dealings with, or participation in promotions of any third-party advertisers via the Application are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that Avaamo is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Application.

13. Accessing and Downloading the Application from the App Store.

While the Application can be downloaded from several platforms, the following terms apply to those users who have downloaded the application from the Apple App Store (“App Store Sourced Application”):

  • You acknowledge and agree that (i) these Terms of Use are concluded between you and Avaamo only, and not Apple, and (ii) Avaamo, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Use.
  • You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Application with respect to the App Store Sourced Application.
  • In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Avaamo and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Avaamo.
  • You and Avaamo acknowledge that, as between Avaamo and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • You and Avaamo acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Avaamo and Apple, Avaamo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.
  • You and Avaamo acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
  • Without limiting any other terms of these Terms of Use, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

14. Special Notice for International Use; Export Controls.

You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

15. General Practices Regarding Use and Storage.

You acknowledge that Avaamo may establish general practices and usage limits on the Application. This may include the length of time we store your data as well as your maximum allotted free data exchange. You agree that Avaamo is not responsible or liable for the deletion or failure to store any data or other content maintained by the Application. You further acknowledge that we may change these general practices and limits at any time without notice.

16. Disclaimers.

EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:

THE APPLICATION (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS ARE LICENSED

TO YOU “AS IS.” ANY USE OF THE APPLICATION WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVAAMO DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AVAAMO MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE APPLICATION WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND AVAAMO DISCLAIMS ANY LIABILITY RELATING THERETO.

AVAAMO MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE APPLICATION WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, AVAAMO MAY MODIFY, SUSPEND, OR DISCONTINUE THE APPLICATION (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER AVAAMO ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE APPLICATION, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. AVAAMO DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

SOME OF THE CONTENT, PRODUCTS, AND APPLICATION AVAILABLE THROUGH THE APPLICATION MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT AVAAMO ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR APPLICATION.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AVAAMO OR THROUGH THE APPLICATION WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Avaamo is not responsible for any incorrect or inaccurate content exchanged through the Application. Avaamo is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or at any application or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Application. Under no circumstances shall Avaamo be responsible for any loss or damage, including personal injury or death, resulting from use of the Application or from any content therein, whether online or offline.

17. Limitation of Liability.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE APPLICATION AND ANY CONTENT THEREIN REMAINS WITH YOU. NEITHER AVAAMO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE APPLICATION WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE APPLICATION OR CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AVAAMO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT AVAAMO IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL AVAAMO’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE APPLICATION EXCEED THE GREATER OF (1) ONE HUNDRED U.S. DOLLARS ($100) AND (2) THE FEES PAID IN THE SIX MONTHS PRIOR TO THE CLAIM ARISING. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AVAAMO AND YOU. THIS LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS INTENDED ONLY FOR THOSE JURISDICTIONS WHERE PERMISSIBLE.

18. Indemnity.

YOU WILL INDEMNIFY AND HOLD AVAAMO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY SUITS OR CLAIMS ARISING OUT OF (I) YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) YOUR USE OF THE APPLICATION.

19. Notice for California Members.

Under California Civil Code Section 1789.3, users of the Application from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Application of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

20. General.

20.1 Entire Agreement.

The Terms of Use (including the Privacy Policy) constitutes the entire and exclusive understanding and agreement between Avaamo and you regarding the Application, and the Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Avaamo and you regarding the Application.

20.2 Assignment.

You may not assign or transfer the Terms of Use, by operation of law or otherwise, without Avaamo’s prior written consent. Any attempt by you to assign or transfer the Terms of Use, without such consent, will be null and of no effect. Avaamo may freely assign the Terms of Use. Subject to the foregoing, the Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.3 Notices.

You consent to the use of: (i) electronic means to complete the Terms of Use and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to the Terms of Use or your use of the Application. Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms of Use, will be in writing and given by posting to the Application.

20.4 Controlling Law and Jurisdiction.

This Agreement will be governed by the laws of the State of California, without regard to conflicts of laws provisions thereof. Except as expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with Avaamo or relating in any way to your use of the Application will be in the state and federal courts of the State of California and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of Santa Clara, California.

20.5 Waiver.

The failure of Avaamo to enforce any right or provision of the Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Avaamo. Except as expressly set forth in the Terms of Use, the exercise by either party of any of its remedies under the Terms of Use will be without prejudice to its other remedies under the Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Terms of Use will remain in full force and effect.

21. Contacting Avaamo.

If you have any questions about the Terms of Use, please contact Avaamo at support@Avaamo.com.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.