Terms of Use

1. Accepting this Agreement

These Terms of Use ("Terms") and other documents that we reference below make up the requirements to use the Wonder Social Platform. Capitalized terms are defined in Section 2 below, or within the context of the Agreement.

The Agreement is a legally binding contract between you and Wonder Social LLC. Because it is such an important contract between us and our Users, we have tried to make it as clear as possible.

Please note that Section 14 contains an arbitration clause and class action waiver, applicable to all Users, and explains how to opt out of arbitration. Unless you validly opt out, you agree to resolve any disputes with Wonder Social LLC exclusively through binding individual arbitration, with only limited exceptions. This means you and Wonder Social App Inc are waiving the right to sue in court, have a trial by jury, or participate in class or representative action. Please read this Section carefully, as it affects your rights.

This contract sets out your rights and responsibilities when you use the Wonder Social Platform. Please read it carefully. By using the Wonder Social App Platform, you're agreeing to the Terms. If you do not agree with the Terms, you may not use the Wonder Social Platform.

2. Definitions

The following are key terms that will be helpful as you read these Terms. Other key terms may be defined in the context within the Agreement. These are denoted in bold and capital lettering.

3. Your Account

Creating Your Account

In order to access certain features of the Wonder Social Platform, you will be required to create an Account. You must be 18 years or older to use the Wonder Social Platform. You must not create an Account or use the Wonder Social Platform if you have been previously removed by Wonder Social, or if you have been previously suspended or removed from the Wonder Social Platform. You must not create an Account using a false identity or information, or on behalf of someone other than yourself.

Registration Data

In registering an Account on the Wonder Social Platform, you must (a) provide true, accurate, current, and complete information about yourself as prompted (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Wonder Social may suspend or terminate your Account and refuse any and all current or future use of the Wonder Social Platform (or any portion thereof) if you provide false or inaccurate data.

Responsibility for Account

You are solely responsible for any activity on your Account. If you are registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business.

Your Account

You do not own or have any other property interest in your Account. Furthermore, you are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you must tell us immediately of any unauthorized use of your password or any other breach of security. You may not have more than one Account at any given time. Wonder Social reserves the right to remove or reclaim any usernames at any time and for any reason, including claims by a third party that a username violates the third party's rights.

Communications with Wonder Social

Wonder Social offers support via email. Please review Section 15 (General Provisions) for how to contact Wonder Social for legal notices.

Privacy and Security

The Services can involve the submission, collection, and/or use of personal information, including your precise geolocation data and information from government-issued identification. We and any applicable third party may collect, access and use such information relating to Users. Personal information collected by us in connection with the Services will be maintained in accordance with our posted Privacy Policy.

We endeavor to maintain reasonable administrative, technical and physical safeguards designed to protect our Services against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use, although we cannot and do not guarantee the security of any information. If we detect potentially suspicious activity associated with your account (e.g., potential cyberattack or compromise), we may disable access as deemed appropriate in our reasonable discretion. In the event we do so, we will endeavor to promptly notify you about the issue and potential steps towards resolution.

4. Location-Based Services

The Wonder Social Platform provides location-based services that require the collection and use of your precise geographic location to function properly. By using these features, you:

• Acknowledge and consent to the collection, use, sharing, and storage of your precise location data as described in our Privacy Policy, including sharing your approximate location with other users to facilitate connections;
• Understand that such location information may be visible to other users nearby based on your settings and activity;
• Agree that any check-ins or meet points you create may be visible to other Users;
• Recognize that Wonder Social has no control over how other Users may use your shared location information, and you assume all risks associated with sharing such information;
• Understand that location services must be enabled on your device for full functionality of the Wonder Social Platform, and disabling these features may limit your ability use certain aspects of our Services;
• Acknowledge that Wonder Social makes no guarantee regarding the accuracy of location data provided by you, other Users, or our Services, and that such data should not be relied upon for emergency services or in situations where precise location information is critical.

You may control the collection and use of your location data through your device settings and Wonder Social Platform privacy settings, though doing so may limit the functionality of certain features.

5. Coins and Payment

Paid Services

Certain Services we provide may be subject to payment of particular fees ("Fees"), as determined by Wonder Social at its sole discretion and as posted on our mobile application or website ("Paid Services"). We have the sole discretion as to the means, manner, and method of performing the Services.

In-App Coins

The Wonder Social Platform uses a virtual currency system called "Coins" that can be purchased with real money. Coins can be used to access premium features, make in-app purchases, or unlock additional functionality within the Wonder Social Platform. Coins have no real-world value, cannot be transferred to other Users, and cannot be exchanged for real money or any item of value outside the Wonder Social Platform.

Coin Purchases

Wonder Social will notify you of applicable Fees for Coins and other Paid Services, and you must pay Wonder Social for the Paid Services you select on the payment schedule specified by Wonder Social.

Changes to Fees

Wonder Social reserves the right to change its Fees and value or functionality of Coins at any time in its sole discretion. Wonder Social will send notice regarding the change to you if such a change will affect your existing purchases.

Payment Information

You agree to provide current, complete, and accurate payment information for all purchases, so that we can complete your transactions and contact you as needed. No purchases are permitted for resale or transfer to another person or organization without our express authorization. We may store a tokenized copy of your payment information for future transactions if you permit or if you agree to any recurring payments. If your selected payment method cannot be charged for any reason (e.g., expired) you authorize us to use any credit or other payment method stored in your account. All payments must be in U.S. dollars unless otherwise specified.

Taxes and Additional Fees

All Fees are due in U.S. Dollars and payable in U.S. Dollars to Wonder Social, except as specifically stated otherwise in writing by Wonder Social. All Fees are exclusive of applicable taxes including value-added tax, sales tax, goods and service tax, and other levies or duties imposed by taxing authorities, and you shall be responsible for payment of all applicable taxes related to your use of the Services, or to any payments or purchases made by You. If Wonder Social is obligated to collect or pay taxes for the Fees payable by You, and whether or not such taxes were added and collected from you for previous transactions, such taxes may be added to the payment of any outstanding Fees and will be reflected in the statement for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees, or fees due to banks or credit card companies). Wonder Social is not responsible for any such additional fees or costs.

Payment Collection

If you purchase Paid Services directly from Wonder Social, then as part of registering or submitting information to receive Paid Services, you also authorize Wonder Social (either directly or through its affiliates, service providers, or other third parties) to request and collect payment and service fees, and otherwise charge, refund or take any other appropriate billing actions, through our payment provider or your designated bank account, and to make any inquiries Wonder Social may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

No Refunds

Invoices

Wonder Social will issue a billing statement for any payment of Fees or refund to or by Wonder Social ("Statement"). Statements will be issued in electronic form and made available to you via your Account and/or by email. For the purpose of issuing a Statement, you may be required to furnish certain personal information in order for us to comply with local laws.

Chargebacks

Chargeback Process

If at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees due to Wonder Social for your Account (a "Chargeback"), it will be considered as a breach of your payment obligations, and your use of the Services may be automatically disabled or terminated. In the event a Chargeback is performed, your Account may be blocked without the option to re-purchase or re-use it, and any data contained in such Account may be subject to cancellation.

Chargeback Consequences

Your use of the Services will not resume until you re-subscribe for any such Services, and pay any applicable Fees in full, including any fees and expenses incurred by Wonder Social for each Chargeback received (including Fees for Wonder Social Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).

Dispute Resolution

If you have any questions or concerns regarding a payment made by you to Wonder Social, we encourage you to first contact us before filing a Chargeback or reversal of payment, in order to prevent the Services from being canceled and your Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Wonder Social Services purchased (and charged back) by you.

Chargeback Defense

We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User is responsible for such Chargeback and did, in fact, authorize the transaction and received or made use of the Services rendered thereafter.

Cancellation

You may discontinue to use and request to cancel your Account and/or any Wonder Social Services at any time, in accordance with the instructions available on the Services. If you signed up through our website or mobile application, you will be able to cancel through an online cancellation mechanism that is at least as simple as the sign-up process. This may include a "Cancel" button in your Account settings or an equally accessible feature. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services' period.

Failure to comply with any of our Terms and failure to pay any due Fees shall entitle Wonder Social, among other things, to suspend (until full payment is made) or cancel your Account (or certain features thereof), as well as the provision of any related Wonder Social Services (e.g., Paid Services) or third party services to you.

6. Content and Use Restrictions

Your Content

You may not Share any of Your Content unless you have the necessary rights as contemplated in the Agreement. When you Share any of Your Content, you represent that you own or have sufficient rights to Share Your Content in connection with the Wonder Social Platform, including to grant the license set forth in Section 7.b (Your Grant of License). Wonder Social has the right in its sole discretion to remove or block any of Your Content at any time where (a) Your Content violates applicable laws, regulations, orders, or is in violation of the Agreement, including the acceptable use policy; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Wonder Social Platform or any third party; or (c) in order to respond to requests from law enforcement or any other governmental authority.

Inappropriate Content and Use

You are entirely responsible for all of Your Content that you Share. You must not Share any of Your Content on or through the Wonder Social Platform, that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane; (b) infringes or misappropriates any third party's intellectual property rights or other proprietary rights; (c) contains any viruses, worms or other malicious computer programming codes that may damage the Wonder Social Platform; (d) contains any personal information, such as financial, medical or other sensitive personal information, such as government IDs, passport numbers or social security numbers; or (e) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes. Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Wonder Social in its sole discretion. You may not Share any of Your Content that includes any identifiable person or any of their personal characteristics without that person's permission including such information provided by a User that identifies another User.

You may not use the Wonder Social Platform to: (a) stalk, harass, threaten, intimidate, harm, or otherwise target any other User; (b) post content that promotes or glorifies self-harm or suicide; (c) engage in predatory behavior, sexual exploitation, or grooming activities toward other Users; (d) solicit or attempt to solicit personal or identifying information from minors; (e) intentionally provide false location data or otherwise misrepresent your location; (f) follow, monitor or track other Users' movements or activities without their explicit consent; (g) meet other Users with the intent to commit illegal or unlawful acts; (h) commit or encourage violence, discrimination, hatred or dangerous activities; (i) distribute, promote or otherwise make available content involving the exploitation or abuse of people; (j) post contact information (such as private phone numbers, addresses, or email addresses) of yourself or others in public areas of the Platform; (k) attempt to manipulate or exploit the platform's matching mechanisms; (l) create or use automated systems or bots to engage with other Users; (m) arrange meetings or encounters with Users under false pretenses; (n) share Your Content or contact Users for purposes of illegal transactions, recruiting for personal business ventures, or any other unauthorized commercial solicitation; (o) use the location-based features to track, intimidate, embarrass, or harass another person; (p) use the platform for purposes that could endanger public safety, including coordinating violent or criminal acts; (q) record, broadcast, livestream, or otherwise share any interactions with other Users without their explicit consent; or (r) gather or store location data from other Users for purposes not explicitly permitted by this Agreement.

Wonder Social reserves the right to investigate and take appropriate legal action against anyone who, in Wonder Social's sole discretion, violates this provision, including without limitation, removing the offending Content from the Wonder Social Platform, suspending or terminating the Account of such violators, and reporting them to law enforcement authorities.

Data Backup

Wonder Social is not responsible and will not have any liability for (a) any such loss or the accuracy of any Content; (b) the failure to store, transmit, or receive transmission of any Content; or (c) the security, privacy, storage, or transmission of other communications originating with or involving use of the Wonder Social Platform. Wonder Social is not responsible for the backup of Your Content. You acknowledge that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. You should adopt reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.

7. License Grant, Ownership, and Acceptable Use

Wonder Social Grant of License

Subject to your compliance with the Agreement, Wonder Social grants to you a limited, royalty-free, worldwide, non-exclusive, non-transferable license to use and access the Wonder Social Platform, for your personal use. This license does not include any right to resell or collect and use of any derivative of the Wonder Social Platform, Your Content, or User Content; any downloading or copying of Account information for the benefit of a third party; or any use of data mining, robots, or similar data gathering and extraction tools. Except as expressly permitted herein, the Wonder Social Platform and/or any portion of the Wonder Social Platform may not be reproduced, resold, visited or otherwise exploited for any purpose without Wonder Social's express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. Some features may not be available on all devices. Further, the Wonder Social name, logo, and trademarks, stylizations, graphics, service marks, and tradenames used on or with the Wonder Social Platform ("Wonder Social Marks") are the trademarks of Wonder Social and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in the Wonder Social Platform are the property of their respective owners. You may not use Wonder Social's name or any language, pictures or symbols that could, in Wonder Social's judgment, imply Wonder Social's endorsement in any (i) written advertising or presentation, or (ii) brochure, book, or other written material of whatever nature, without prior written consent.

Your Grant of License

You hereby grant to Wonder Social a worldwide, non-exclusive, royalty-free, transferable, sublicensable to Users and multiple tiers of other sublicensees, irrevocable, perpetual right (including any moral rights) and license to use, reproduce, perform, display, distribute, store, adapt, translate, modify, process, and create derivative works of all Your Content, in whole or in part, and in combination with User Content and other data or materials for the purposes of (a) providing and operating the Wonder Social Platform, performing support, and performing additional Wonder Social Platform functions; and (b) to improve the Wonder Social Platform. You also grant Wonder Social the right to use your name, logo, trade name, trademarks, and other brand identifiers for advertising, marketing, promotional, and internal purposes, including but not limited to presentations, case studies, customer lists, and product demonstrations.

Feedback

You hereby grant Wonder Social a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the Wonder Social Platform, without restriction, any and all suggestions, ideas, enhancement requests, feedback, recommendation or other information provided by you relating to any of the Wonder Social Platform ("Feedback"). Wonder Social will not publicly identify you as the source of such Feedback without your permission.

Usage Data

As between Wonder Social and you, all data analytics, technical logs, learnings, and data generated from your use of the Wonder Social Platform ("Usage Data") is the sole and exclusive property of Wonder Social. Wonder Social will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you; and (b) aggregated with data across other Users.

Ownership

Except for the limited license granted to Wonder Social under Section 7.b (Your Grant of License), you solely own and retain all rights, title and interest in Your Content. Except for the limited license granted to you pursuant to Section 7.a (Wonder Social Grant of License), Wonder Social solely owns and retains all right, title and interest in and to the Wonder Social Platform, Usage Data, Feedback, and Wonder Social Marks, including all of the software comprising any portion thereof and all related services, specifications, Documentation, technical information, corrections, modifications, derivatives, additions, improvements and enhancements to and all intellectual property rights in the foregoing. All techniques, know-how, software, algorithms and methods or rights thereto owned by Wonder Social at the time this Agreement is executed, developed during the course of the design, development, and provision of the Wonder Social Platform, or which are employed by Wonder Social in connection with the Wonder Social Platform, shall be and remain the property of Wonder Social.

Compliance with Laws and Regulations

You are responsible for complying with all applicable Laws, rules, and regulations in all your actions related to your use of the Wonder Social Platform, regardless of the purpose of the use.

Monitoring

Wonder Social may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Wonder Social Platform and/or Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the Sharing of Your Content in any form.

Use Restrictions

In addition to the restrictions set forth in Section 6.b (Inappropriate Content and Use) above, Wonder Social grants no rights other than explicitly granted in this Agreement and User shall not exceed the scope of its license. These restrictions apply to all use of the Services, whether by User or any activity under its Account or credentials. For the avoidance of doubt, User shall not (or permit any third party to):

• Violate or attempt to bypass any usage restrictions on specific features or settings, such as limits on access frequency, storage capacity, or other system resources;
• Reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise attempt to discover, access, derive, or reconstruct any source code, underlying components of the Services, algorithms, source prompts, or systems of any Service (except to the extent these restrictions are contrary to applicable Law);
• Coordinate malicious activities across multiple accounts; using automation to create accounts or engage in spam behavior;
• Modify, copy, reproduce, or create derivative works based on any Service, support, professional services, or Documentation;
• Remove, modify, or obscure any terms, confidential branding, proprietary notices, copyright notices, branding or identifying disclaimers from any Service, support, professional services, or Documentation;
• Access or use any Service, support, professional services, or Documentation, or analyze the performance, capabilities, functionality, response patterns, or output of any Service, support, or professional services to create any competing model, product or service or to benchmark against a competing model, product or service;
• Engage in or use any data mining, crawling, readers, bots, scraping, systematic querying, or similar data collection or extraction methods that result in a load on the Service inconsistent with normal human usage behavior;
• Access or use the Services by any means other than through the interfaces that is provided by Wonder Social or do any "mirroring" or "framing" of any part of the Services, or create Internet links to the Services that include log-in information, customer names, passwords, and/or secure cookies;
• Use any method to extract, harvest, collect, or store data from the Services or support other than as permitted through the Services; or buy, sell, or transfer access credentials except as may be otherwise permitted as set forth in this Agreement;
• Share, rent, or allow concurrent use of access credentials; use or attempt to use stolen, hacked, purchased, borrowed, or otherwise improperly obtained credentials; access the system through any automated or programmatic method not explicitly authorized; impersonate another user; or permit use of any Services, support, professional services or Documentation, by any unauthorized individual, entity, device, or system;
• Use any Services in violation of any applicable Law;
• Use any Services in a manner that knowingly infringes, misappropriates, or otherwise violates any third party's rights, including through unauthorized surveillance or profiling;
• Use any Services for any unlawful, prohibited, defamatory, fraudulent, deceptive, unethical, inappropriate, offensive, violent, pornographic, obscene, abusive or harmful purpose or activities;
• Attempt to probe, scan, or test the vulnerability of the Services, breach the security or authentication measures of the Services or support without proper authorization, or intentionally make any part of the Services unavailable to any individual, entity, device, or system;
• Introduce into any Services or Documentation, or use the Services to upload any data that results in the distribution or execution of, any malicious code, including viruses, works Trojan horses, time bombs, spyware, adware, or other harmful technologies;
• Use the Services in any manner that disrupts or compromises the integrity or security of the Service or related systems;
• Transfer, lease, lend, provide, display, publish, license, sublicense, sell, assign, or otherwise make any Services, or use the Services, whether as a service bureau or otherwise, to provide services to, any individual, entity, device, or system except as expressly permitted in this Agreement;
• Collect, record, store, analyze, or disclose confidential information related to the operation or outputs of the Services; or
• Use the Services in violation of Wonder Social's policies or that may harm Wonder Social's name or reputation or that of any of Wonder Social's affiliates or partners.

All rights not expressly granted by Wonder Social are reserved by Wonder Social and User acknowledges that all intellectual property rights, trade secrets, and confidential information related to the Services remain the exclusive property of Wonder Social.

8. Third-Party Services

Third-Party Websites, Applications, and Ads

The Wonder Social Platform may use and/or contain links to third-party websites, mobile apps, software, products, services, and advertisements for third parties, including connections with and to the Payment Processor (collectively, the "Third-Party Services"). Wonder Social has no control over these Third-Party Services or their content and does not assume responsibility or liability for any content, opinions, or material available on them. Third Party Services may include websites operated by third parties that Wonder Social engages to provide certain services to you on Wonder Social's behalf. The Wonder Social Platform may also contain data or other materials that are made available by third parties, or content that are based on such third-party data or other materials.

Disclaimer

Wonder Social does not own the Third-Party Services or the Content, opinions, and materials contained therein. Wonder Social expressly disclaims, and does not assume, any responsibility or liability for any Third-Party Services, or any Content, opinions, or material available on Third-Party Services, or such Third-Party Services' privacy practices with respect to information that you provide via the Third-Party Services. Wonder Social does not endorse the content of any Third-Party Services or represent or warrant that a Third-Party Service is or will be free of computer viruses or other harmful code that can impact your computer or other web-access device. We encourage you to review any Third-Party Service's terms of use and privacy policy as those apply to your use of the Third-Party Service and any information that they collect.

9. Indemnification

Indemnification

User must indemnify and hold harmless Wonder Social, its affiliates, subsidiaries, shareholders, officers, directors, employees, licensors, contractors, agents and representatives, (each, a "Wonder Social Party" and collectively, the "Wonder Social Parties") against any and all losses, liabilities, damages, penalties, liens, fees (including reasonable attorneys' fees, disbursements and costs of investigation), costs and expenses (collectively "Losses") suffered, incurred or sustained by any Wonder Social Parties or to which any Wonder Social Parties become subject, resulting from or arising out of or relating to any third party claims arising out of: (a) the Your Content; (b) your use of, or inability to use, the Wonder Social Platform; (c) your violation of any term of this Agreement; (d) your violation of any rights of another party, including the infringement, violation or misappropriation of any intellectual property rights or proprietary rights of a third party; (e) your violation of any applicable laws, rules or regulations; and (f) your willful, grossly negligent, tortious or criminal acts or omissions.

Defense

Wonder Social reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Wonder Social in asserting any available defenses. The applicable Wonder Social Party will provide you with written notice of any claim for which it seeks indemnification under this Section 9.

10. Warranties

Your Representations and Warranties

You represent and warrant to Wonder Social that (a) your Content does not infringe, violate, or misappropriate the intellectual property rights or proprietary rights of any third party; (b) you have obtained all necessary rights and consents to provide Your Content under this Agreement; (c) you hold all applicable licenses and qualifications required by applicable law and will otherwise comply with all applicable law, rules, and regulations; (d) you will comply with all applicable law, rules, and regulations; and (e) you satisfy and will continue to satisfy all eligibility requirements to use the Wonder Social Platform, as such requirements may be revised or updated.

Disclaimer

11. Limitation of Liability

Liability Cap

Exclusion of Certain Damages

No Liability for Conduct of Third Parties

12. Confidential Information

Non-Disclosure

Wonder Social may disclose or make available Confidential Information to you whether or not pursuant to this Agreement or through the Wonder Social Platform. You must: (a) hold in confidence and safeguard the Confidential Information of Wonder Social from unauthorized use, access, disclosure or processing using no less than a commercially reasonable degree of care at least as strict as the level of care used by you to protect its own confidential information; (b) not use or exploit the Confidential Information in any way except for the purposes of using the Wonder Social Platform; and (c) not disclose or make available such Confidential Information (in whole or in part) to any person or entity. You are responsible for any and all breaches of the Agreement caused by third parties who gain access to Confidential Information through you. You must promptly report to Wonder Social any actual or suspected violation of the Agreement and take all reasonable further steps to prevent, control or remedy any such violation.

Exclusions

Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your breach of the Agreement; (b) is obtained by you on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) you establish, by documentary evidence was or is independently developed by you without using any Confidential Information of Wonder Social.

13. Cancellation, Termination, and Suspension

Your Termination

You may cancel your Account at any time by following the termination steps set forth in your Account or emailing us at info@wondersocialapp.com. Cancellation of your Account automatically terminates this Agreement.

Suspension by Wonder Social

In addition to the rights set out elsewhere in this Agreement, Wonder Social may suspend or terminate your access to your Account or any of the Wonder Social Platform, with or without notice, in the event that (a) you provide any information that is untrue, inaccurate, incomplete or not current, or Wonder Social believes, in its sole discretion, that any information you provide is untrue, inaccurate, incomplete or not current; (b) you breach the terms of this Agreement; (c) Wonder Social reasonably believes such action is necessary to protect the security or integrity of any of the Wonder Social Platform or any data therein, or (d) your use of or access to the Wonder Social Platform risks harm to the Wonder Social Platform, other Users, or others or violation of law.

Modification, Suspension or Discontinuance of Wonder Social Platform

We reserve the right to change, suspend, or discontinue any of the Wonder Social Platform for you, any or all Users, at any time, for any reason, including those laid out in our policies under the Agreement. We will not be liable to you for the effect that any changes to the Wonder Social Platform may have on you.

Termination by Wonder Social

Wonder Social may terminate this Agreement at any time, without cause.

Effect of Termination

Upon cancellation of your Account or other termination of the Agreement, your right to use the Wonder Social Platform will automatically terminate and Wonder Social may delete Your Content associated therewith. If we suspend your Account or access to the Wonder Social Platform, we may also bar your further use or access to the Wonder Social Platform. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

Survival

All provisions of this Agreement that by their nature should survive termination will survive termination including: license rights, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

14. Arbitration Agreement

Applicability of Arbitration Agreement

Subject to the terms of this Agreement, you and Wonder Social agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Wonder Social Platform, any communications you receive, any products sold or distributed through the Wonder Social Platform or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (a) you and Wonder Social may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Wonder Social may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution

Process

There might be instances when a Dispute arises between you and Wonder Social. If that occurs, Wonder Social is committed to working with you to reach a reasonable resolution. You and Wonder Social agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome ("Informal Dispute Resolution"). You and Wonder Social therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

Notice

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within sixty (60) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Wonder Social that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@wonderapp.com or regular mail to our offices located at Wonder Social App Inc HQ - Bull Valley IL. The Notice must include: (i) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (ii) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (iii) a description of your Dispute.

Individualization

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. Failure to complete the Information Dispute Resolution process is grounds for dismissal of any arbitration proceeding. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

Waiver of Jury Trial

Waiver of Class and Other Non-Individualized Relief

Injunctive Relief

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Wonder Social agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Wonder Social from participating in a class-wide settlement of claims.

Rules and Forum

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Wonder Social agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration shall be administered pursuant to the most recent version of the American Arbitration Association ("AAA") Consumer Arbitration Rules and Mass Arbitration Supplementary Rules (the "AAA Rules") then in effect, with the exclusion of any associated fee schedules and as modified by this section of this Arbitration Agreement. The selection of the AAA Rules is meant to govern procedural issues only, and such selection does not mean that AAA will administer the arbitration or appoint the arbitrator. You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org).

Arbitrator Selection

The Parties will meet and confer in good faith to select an arbitrator or arbitration provider. If, after 60 days of good faith meet and confer efforts, the Parties are unable to agree on an arbitrator or arbitration provider, either Party may petition the state or federal courts located in the state of Delaware to appoint an arbitrator or arbitration provider meeting the requirements herein from the arbitrators or arbitration providers proposed by the parties. If there is a conflict between this Arbitration Agreement and the AAA Rules, this Arbitration Agreement shall govern. The Parties may mutually agree that the arbitration be conducted via electronic or telephonic means, including via the submission of documents only through a desk arbitration as described in the AAA Rules.

Request

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (a) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Confidentiality

You and Wonder Social agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Illinois.

Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 14.d (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.d (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 14.d (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (c) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator's award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator's award. An arbitrator's award that has been fully satisfied shall not be entered in any court.

Attorneys' Fees and Costs

If the arbitrator finds that the costs and fees of an arbitration you initiate will be prohibitive for you as compared to the costs of litigation, we will pay as much of your filing, arbitrator, and hearing fees in the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive, regardless of the outcome of the arbitration. However, the parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Wonder Social need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

30-Day Right to Opt-Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Wonder Social App Inc Bull Valley IL or info@wondersocial.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Invalidity, Expiration

Except as provided in Section 14.d (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Wonder Social as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification

Notwithstanding any provision in this Agreement to the contrary, we agree that if Wonder Social makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Wonder Social App Inc: Bull Valley IL your continued use of the Wonder Social Platform, including the acceptance of products and Services offered on the Wonder Social Platform following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Wonder Social Platform, any communications you receive, any products sold or distributed through the Wonder Social Platform or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Wonder Social will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

15. General Provisions

Electronic Communications

The communications between you and Wonder Social may take place via electronic means, whether you visit the Wonder Social Platform or send Wonder Social emails, or whether Wonder Social posts notices on the Wonder Social Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Wonder Social in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Wonder Social electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign").

Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Wonder Social's prior written consent. Wonder Social may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Force Majeure

Wonder Social will not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay arises from any cause or causes beyond Wonder Social's reasonable ability to control, including acts of God, flood, fire, loss of electricity or other utilities, epidemic, pandemic, act of a public enemy or terrorist, act of any military, civil, regulatory or governmental authority, change in law or regulation, labor problem or unavailability of supplies and any other cause, whether similar or dissimilar to any of the foregoing that could not have been prevented by Wonder Social with reasonable care ("Force Majeure Event"). A Force Majeure Event does not excuse your payment obligations under this Agreement.

Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Wonder Social Platform, please contact us at: info@wondersocialapp.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Agreement Updates

When changes are made, Wonder Social will make a new copy of the Agreement available on the Wonder Social Platform, and we will also update the "Effective Date" at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for Users without an Account and thirty (30) days after posting for Users with an Account. Wonder Social may require you to provide consent to the updated Agreement in a specified manner before further use of the Wonder Social Platform is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU MUST STOP USING THE WONDER SOCIAL PLATFORM.

Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Wonder Social agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Illinois, United States.

Governing Law and Jurisdiction

Choice of Language

It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

Notice

Where Wonder Social requires that you provide an email address, you are responsible for providing Wonder Social with a valid and current email address. In the event that the email address you provide to Wonder Social is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Wonder Social's dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Wonder Social at the following address: Wonder Social App Inc: Bull Valley IL. Such notice shall be deemed given when received by Wonder Social by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries. These section titles and brief summaries are not legally binding.

Export Control

You may not use, export, import, or transfer the Wonder Social Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Wonder Social Platform, and any other applicable laws. In particular, but without limitation, the Wonder Social Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Wonder Social Platform, 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. You also will not use the Wonder Social Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Wonder Social are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Wonder Social products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.