Last Updated: MAY 8, 2017

THIS CUSTOMER AGREEMENT (AS UPDATED FROM TIME TO TIME AS SET FORTH HEREIN, THIS “AGREEMENT”) SETS FORTH THE LEGALLY-BINDING TERMS AND CONDITIONS FOR USE OF THE SERVICES (AS HEREINAFTER DEFINED) OFFERED BY BAKE SHOP LABS, LLC, A DELAWARE LIMITED LIABILITY COMPANY D/B/A UNAPP (THE “COMPANY”, “WE” OR “US”). PLEASE READ THE ENTIRE AGREEMENT CAREFULLY BEFORE USING THE SERVICES.

  1. Acceptance; Privacy Policy. This Agreement is a legal agreement between you and the Company and incorporates by reference the Company’s Privacy Policy (the “Privacy Policy”), which may be updated from time to time without notice as further set forth therein, and any terms provided separately to you for the Services, including, without limitation, terms related to products, ordering, activation, upgrades, pricing or payment. You acknowledge that, by accepting electronically (e.g., by clicking “Sign up”), accessing, registering for and/or using the Services, you agree to and accept this Agreement. If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to this Agreement as its authorized representative and agree to and accept this Agreement individually and on behalf of such entity. In such instance, the terms “you” or “your” will refer to such entity, its affiliates and/or you, as applicable.
  2. Services. The Company offers consumers a mobile application referred to herein as “Unapp,” the unapp.co website (the “Site”) and other applications, services, features, content extensions and/or widgets related to the foregoing (together with Unapp and the Site, the “Unapp Services”). The Unapp Services are subject to the Company’s Terms of Use (the “Terms of Use”), which may be updated from time to time without notice as further set forth therein. If there is a conflict between the Terms of Use and this Agreement, this Agreement shall control with respect to the Unapp Services and the Services. The Unapp Services enable third-party merchants and service providers to sell items and/or provide content or services to consumers. This Agreement describes the terms governing your use of certain services, products, applications, tools and/or features that enable the merchant or service provider you own, represent or are associated with (such business, the “Organization”) to interact with the Unapp Services, as applicable (collectively, the “Services”).
    1. Changes to Services. The Company and its licensors reserve the right to change, suspend, remove and/or disable access to any Service(s) at any time without notice; for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the Site or sent to the Account Owner’s (as hereinafter defined) email address. In no event will the Company be liable for the removal of or disabling of access to any such Services. The Company may also impose limits on the use of or access to certain Services, in any case and without notice or liability. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately and provide the Account Owner with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
    2. Services via Third Parties. The Services shall include, without limitation, any services, applications, extensions or widgets offered by the Company that you download or receive, subject to the terms set forth below in Sections 3-5, from third-party application stores (e.g., the Apple® App Store® or Google Play®) or providers authorized by the Company. To use such Services, you may need and are responsible for having compatible hardware, software (latest version recommended and sometimes required) and internet access (fees may apply, e.g., your carrier’s normal rates and fees, such as text messaging and data charges, will still apply). Such Services’ performance may be affected by these factors.
    3. Beta Features. From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time should you choose to accept and use the Beta Features. Your use of any Beta Feature is voluntary. You understand that, once a Beta Feature is used, you may be unable to revert to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that use of any Beta Feature is at your sole risk.
  3. License. Subject to your compliance with this Agreement, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (a) access and use the Services, solely in connection with the Organization; and (b) access and use any content, information and related materials that may be made available through the Services, in each case solely in connection with the Organization. Without limiting the generality of the foregoing, the Services are licensed, not sold, to you by the Company as licensor for use only under the terms of this license, unless a product is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to your prior acceptance of that separate license agreement. Any rights not expressly granted herein are reserved by the Company and its licensors, as further set forth below. The terms of this license will govern any updates and/or upgrades provided by the Company that replace and/or supplement the original product(s), unless any such update or upgrade is accompanied by a separate license, in which case the terms of that separate license agreement will govern.
  4. Proprietary Rights. You acknowledge and agree that the Services, and all content, information and other materials made available via the Services, are protected by copyrights, trademarks, service marks, patents, trade secrets and/or other proprietary rights and laws or privacy laws, and the Company and its licensors shall own and retain all rights, title and interests (including all intellectual property and other proprietary rights) therein and thereto, as applicable. Without limiting the generality of the foregoing, the Company and its licensors own all rights, title and interests, including, but not limited to, all intellectual property and proprietary rights, in and to: (a) all text, content, graphics, interfaces, code and/or materials therein or thereon; (b) the look and feel, selection and arrangement and design and organization of the Services; and (c) the compilation of the content, code, data and materials on or for the Services. Except for the limited license granted in Section 3, your use of the Services does not grant to you rights to or ownership in any of the foregoing. Unless otherwise indicated, displayed trademarks, corporate logos, services marks, trade names and/or emblems (collectively, the “Marks”) are subject to the trademark rights of, and are proprietary to, the Company, its licensors or its affiliates. The Company does not grant any license or other authorization to use the Marks except through a separate written license agreement.
  5. Restrictions. You may not, and will not allow a third party to: (a) rent, lease, lend, sell, reproduce, redistribute, sublicense, copy, transmit, perform, publish, translate, adapt, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, create derivative works of or otherwise exploit the Services, any updates thereto, any part thereof or any content or information thereon (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-source components included with the Services); (b) attempt to gain unauthorized access to the Services, any portion thereof or any other computer systems or social media or mobile platforms through the Services; (c) use the Services in any manner that could damage, disable, overburden or impair the Services or interfere with any other party’s use and enjoyment of the Services; (d) obtain, or attempt to obtain, any materials or information through any means not intentionally made available or provided for through the Services; and/or (e) use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party. Any attempt to do any of the foregoing is a violation of the rights of the Company and its licensors. If you breach this restriction, you may be subject to prosecution and damages. Use of any Service made available through a third-party social sharing platform, such as Instagram®, Twitter® or LinkedIn®, is also subject to the platform’s applicable terms and conditions. You acknowledge that the Company is not in any way responsible for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may send or receive as a result of using any of the Services.
  6. Accounts; Users.
    1. Organization Account; Types of Users. When you initially register for and/or create an account for the Services for a given Organization, the Company will create an account for the Organization (the “Organization Account”), and you are, or a party that you authorize is, the owner of such account (the “Account Owner”). Each Organization may have only one Organization Account and one Account Owner, and the Account Owner is responsible for the payment and billing of his or her respective Organization Account. Each individual who registers for the Services, including the Account Owner, also has a personal account. The Account Owner may authorize additional individuals to access the Services through the same Organization Account and serve as administrators (each, an “Administrator”). The Account Owner and Administrator(s), if any, may authorize additional individuals to access the Services through the same Organization Account (each, an “Additional User”); for the avoidance of doubt, any user not designated within the Organization Account as Account Owner or Administrator is an Additional User. Additional Users may include, for example, your employees, contractors and/or agents. You may be referred to in this Agreement as “you,” “your” or “user,” or you may be referred to specifically in your applicable role as Account Owner, Administrator or Additional User, as applicable. All users are required to accept this Agreement before accessing the Services.
    2. For Account Owner and Administrators. The following terms apply if you are the Account Owner or an Administrator. You agree that Additional Users are customers of the Company, but that you are responsible for such Additional Users’ access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, modify, copy and/or view content, data and/or functionality accessible in the Organization Account and/or add charges to the subscription. You are responsible for the access to the Services you grant to Additional Users, activity that occurs on the Organizational Account and actions taken by Additional Users with respect to the Organization Account and the Services. If you choose to close or terminate your access to any Service, Additional Users will no longer be able to access such Service or any of the content within such Service. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions.
    3. Account Responsibility. You understand that, if you violate this Agreement, your access to the Services may be terminated, and we reserve the right (in our sole discretion) to terminate or suspend the Organization Account for such violation. You are solely responsible for maintaining the confidentiality of your account and password information for the Services and for all activity that occurs on your personal account, including any activity that occurs as a result of your failure to keep secure and maintain the confidentiality of your personal account and password information. You shall never use another user’s account without such other user’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account or any other breach of security. You must keep your account information up-to-date and accurate at all times, including a valid email address and phone number. We will not be responsible or liable for any loss or damage arising from your failure to comply with these requirements, and you may be held liable for any losses incurred by us or any other user of the Services if your failure to keep your account information secure and confidential results in someone else’s use of your account, password and account information.
  7. Unsolicited Submissions; Feedback. Any unsolicited non-personal information, remarks, suggestions, ideas, graphics or material you submit to us by message, email, download or otherwise (each, an “Unsolicited Submission”) is non-confidential and automatically becomes the Company’s property upon receipt, without any compensation to you. We have no obligation to review or use any Unsolicited Submissions or to keep them confidential, but, if we elect to use them, we are free to use and repurpose such Unsolicited Submission for any purpose. Specifically, we are free to use any ideas or concepts contained in any such Unsolicited Submission for any purpose whatsoever, without any compensation to you. To the extent any submission may not be considered an Unsolicited Submission (any such submission, “Feedback”), you hereby grant us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to grant and authorize sublicenses, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of and otherwise use such Feedback, without restriction in any manner now known or in the future conceived of and to make, use, sell, offer to sell, import and export any product or service that incorporates or is based in whole or in part on such Feedback. The Company does not waive any rights it may have to similar or related ideas previously known to it or developed by its employees or representatives, or obtained from sources other than you.
  8. Consent to Use of Data. You agree that the Company may collect and use technical data and related information, including, but not limited to, technical information about your device, system and application software, as well as peripherals, that are gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Services. The Company may use this information to improve its products or to provide services or technologies to you. Please review our Privacy Policy, which also governs your use of the Services, to understand our privacy practices.
  9. Third-Party Integrations.
    1. In order to provide certain content and functionality to end users of the Unapp Services (each, an “End User”), we may need to integrate into the Unapp Services (e.g., by application programming interface or software development kit) products or services offered by third parties that you use (each, a “Third-Party Product”). You may need to be an active subscriber of any such Third-Party Product. The result of any such integration of a Third-Party Product shall be referred to as a “Third-Party Integration.” In order to access a Third-Party Product to provide the Services, you may need to grant us access via the Third-Party Product and/or provide us with access credentials, the form of which may vary (“Access Credentials”). We will maintain any Access Credentials in encrypted form and will only use them in connection with Services requested or otherwise at your direction. You hereby represent that you have the authority to provide any necessary Access Credentials to the Company and expressly appoint the Company as your agent with limited power of attorney to access any such Third-Party Product. Without limiting the generality of the foregoing, if the applicable Third-Party Product allows data write access (e.g., to allow booking of appointments), you grant the Company the right to both read and write data.
    2. You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Products. The Company does not warrant or endorse, does not assume and will not have any liability or responsibility to you or any other person for any Third-Party Products. The providers of such Third-Party Products are responsible for all related customer service to the extent an issue does not directly relate to the Services.
    3. You acknowledge (i) that significant time and effort may be required on the part of the Company to complete Third-Party Integrations and (ii) that certain Services and/or Unapp Services may rely on Third-Party Integrations. Changes may be made to, or issues may arise with, Third-Party Products, with or without notice to us, that may prevent or delay the provision of any related Service and/or Unapp Service. We do not guarantee the availability of any Service and/or Unapp Service that requires a Third-Party Product to function. To avoid interruption of Unapp Services for End Users, you agree to provide us with thirty (30) days’ advance written notice of unavailability of any Third-Party Product due to subscription termination, cancellation or lapse.
  10. Third-Party Materials.
    1. The Services may display, include and/or make available for purchase and/or consumption services, products, content, data, information, applications, software, scripts, materials, location information, videos, audio clips, photographs, text and/or graphics from third parties or provide links to certain third-party websites (collectively, “Third-Party Materials”). Your interaction with any Third-Party Materials is at your own risk, and you should be aware that, unless otherwise indicated, this Agreement no longer governs. You should review the applicable terms and policies, including privacy and data gathering practices, of any such Third-Party Materials. You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, safety, quality or any other aspect of such Third-Party Materials. The Company does not warrant or endorse, does not assume and will not have any liability or responsibility to you or any other person for any Third-Party Materials. The providers of such Third-Party Materials are responsible for all related customer service. Third-Party Materials are provided solely as a convenience to you. Location data provided by any Service is for basic navigational purposes and/or location-based Services use only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Company nor any of its content providers guarantees the availability, accuracy, completeness, reliability or timeliness of location data displayed by any Services.
    2. In addition, the Services and any Third-Party Materials accessed from, displayed on or linked to from mobile devices may not be available in all languages or in all countries. The Company makes no representation that such Services or Third-Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Third-Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, applicable local laws.
    3. You agree that the Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including, but not limited to, copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services.
  11. Subscription; Fees; Payments.
    1. Subscription Fees. The Services are licensed on an annual or monthly subscription basis. Subscription fees are determined by reference to our pricing page, which may change from time to time, or are as agreed to between the Company and the Account Owner in writing. Changes to the fees are ordinarily effective thirty (30) days after being posted on the pricing page. If additional features are desired, the subscription must be upgraded, and subscription fees will be calculated on a pro-rated basis for the remainder of the applicable subscription term. You are responsible for all taxes, other than taxes levied on our income. Subscription fees do not include any applicable taxes.
    2. Third-Party Product Fees. In the event that there is a fee for any Third-Party Integration (an “Integration Fee”), you agree that you are responsible for any fees due and owing to the provider of such Third-Party Product. If the Company is billed by the provider of any Third-Party Product for an Integration Fee or other fee(s) related to a Third-Party Integration (e.g., ongoing usage fees), you will be invoiced on a monthly basis for activity from the previous calendar month.
    3. Billing; Payment. The Company uses a third-party payment processor (the “Payment Processor”) to bill your Organization, if applicable. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. The Company is not responsible for error by the Payment Processor. All fees will automatically be billed by the Payment Processor to the credit card on file for the Organization. You agree to automatic credit card payments for each billing cycle applicable to your subscription until cancelled. You will receive a transaction receipt at the end of every billing cycle. Subscription upgrades will be charged immediately, on a pro-rated basis, for the remainder of the then-current billing cycle. If the event of termination of the Services for any reason before the end of the then-current term, the Company shall not refund any fees.
  12. Term; Termination. The term of this Agreement will commence upon acceptance, as applicable, as set forth in Section 1, and will continue until termination. The Company may terminate this Agreement effective immediately, in its sole discretion, upon breach of this Agreement. You may terminate this Agreement at any time by deleting your account or by emailing the Company at support@unapp.co. If you are the Account Owner, you may terminate this Agreement at any time with respect to the Organization by deleting the Organization Account or by emailing the Company at support@unapp.co. Only the Account Owner may delete the Organization Account. Upon any termination, all rights and obligations of the parties shall cease, and you shall immediately cease using the Services, except that (a) all obligations that accrued prior to the effective date of termination (including, without limitation, all payment obligations), (b) all remedies for breach of this Agreement and (c) the provisions of Sections 3-5 (except that the license grant in Section 3 shall terminate immediately), 7, 12, 15-18 and 21-23 shall survive. After termination, the Company has no obligation to maintain any content in your account. For the avoidance of doubt, termination of the Services will not entitle you to any refunds, credits or exchanges, and you will be liable for all usage, subscription and other fees incurred up to the termination date.
  13. Privacy. In connection with the Services, you may obtain personal information (as defined in the Privacy Policy) from End Users. Without obtaining prior permission from the Company or the applicable End User, this information shall only be used by you with respect to, and for purposes directly related to, your Organization, and you may not use or disclose such information for any other purpose, including, without limitation, personal use. The Company has not granted you a license to use the information for unsolicited commercial messages; provided, however, that, with consent from an End User, the Services may allow your Organization to send push notifications or text messages to such End User as further set forth in and provided for by the Services. Without limiting the foregoing, without express consent from the End User, you are not licensed to add any End User to your email or physical mail list. You agree to take commercially reasonable steps, compliant with applicable laws, rules and regulations, to protect all End User data and information from unauthorized use, disclosure or access by third parties.
  14. Content Guidelines. For purposes of this Agreement, the term “Content” includes, without limitation, information, data, text, photographs, software, scripts, graphics and/or other content.
    1. Submissions. By uploading, submitting or otherwise distributing any Content (each, a “Submission”) via the Services or which you otherwise provide to the Company, you hereby:
      1. grant, and agree to grant, to the Company a non-exclusive, transferable, perpetual, irrevocable, non-exclusive, royalty-free right and license (with right to sublicense) to host, use, reproduce, publicly display, modify and/or distribute any Submission, in any form, in connection with the Services; and
      2. represent and warrant to the Company that: (A) you own or otherwise control all rights to such Submission; (B) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your Submission(s) to use such content as contemplated by this Agreement and to grant the license rights set forth above; (C) you have the permission to use the name and likeness of each identifiable individual person and to use each such individual’s identifying or personal information as contemplated by this Agreement; (D) you are authorized to grant all of the aforementioned rights to such Submissions to the Company and all users of the Services; and (E) use of any Submission by the Company will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights or other intellectual property or proprietary right.
    2. Location Content. The Company shall have the right to use, reproduce, transfer, sublicense and otherwise exploit perpetually any place, venue, latitude and longitude or other location information that you submit, upload, post, create or add to the Services.
    3. Prohibited Use and Content. As a condition of use, you shall not use the Services for any purpose that is prohibited by this Agreement. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) (x) take any action or (y) upload, download, submit or otherwise distribute or facilitate distribution of any Content on or through the Services, including, without limitation, any Submission, that:
      1. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
      2. violates any applicable law, statute, ordinance or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, false advertising and/or beverage alcohol advertising and marketing);
      3. you know is false, misleading, untruthful or inaccurate;
      4. is unlawful, defamatory, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive or profane;
      5. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;
      6. contains software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the Company or any third party;
      7. impersonates any person or entity, including any employee or representative of the Company;
      8. includes anyone’s identification documents or sensitive financial information (e.g., credit card information);
      9. is regulated by the Health Insurance Portability and Accountability Act of 1996; or
      10. breaches the Privacy Policy and/or any of the other policies and rules incorporated herein.
    4. Prohibited Actions. You shall not (directly or indirectly):
      1. take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s, or its third-party providers’, infrastructure;
      2. interfere, or attempt to interfere, with the proper working of the Services or any activities conducted through the Services;
      3. bypass any measures the Company may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
      4. run any form of auto-responder or “spam” on the Services;
      5. harvest or scrape any Content from the Services; provided, however, that Content from the Services may be used for the sole purpose of fulfilling a user-initiated action; or
      6. otherwise take any action in violation of the Company’s stated guidelines and policies.
    5. Company Use of Content. The Company does not guarantee that any Content or Submissions will be made available through the Services. The Company has no obligation to monitor the Services, Content or Submissions. However, the Company reserves the right to: (i) remove, edit or modify any Content in its sole discretion, including, without limitation, removing any Submissions from the Services at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if the Company is concerned that you may have violated this Agreement), or for no reason at all; and (ii) to remove or block any Submission from the Services. The Company also reserves the right to access, read, preserve and disclose any information as the Company reasonably believes is necessary (in its sole discretion) to: (i) provide the Services; (ii) satisfy any applicable law, regulation, legal process or governmental request; (iii) enforce this Agreement, including investigation of potential violations hereof; (iv) detect, prevent or otherwise address fraud, security or technical issues; (v) respond to user support requests; and/or (vi) protect the rights, property or safety of the Company, End Users and the public.
  15. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND/OR EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT AND/OR OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY OR THROUGH, THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND/OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, THE COMPANY DISCLAIMS ANY WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVE(S) SHALL CREATE A WARRANTY. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
  16. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS OWNERS, MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES OR LICENSORS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION AND/OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY'S TOTALY LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE GREATER OF (a) THE AMOUNT OF FIFTY DOLLARS ($50.00) OR (b) THE FEES PAID BY YOU FOR ACCESS TO THE SERVICES, EXCLUDING ALL FEES RELATED TO THIRD-PARTY INTEGRATIONS, DURING THE PREVIOUS TWELVE (12) MONTH PERIOD. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  17. Indemnification. You agree to: (a) defend the Company and its owners, managers, officers, directors, members, shareholders, employees, contractors, agents and/or representatives (collectively, the “Indemnified Parties”) against any action or suit that arises out of your use or misuse of the Services, any transaction or other dealings in which you and any other user or other third party are involved and/or your breach of any of your representations, warranties and/or covenants under this Agreement; and (b) indemnify the Indemnified Parties for settlement amounts or damages, liabilities, costs and/or expenses (including, without limitation, attorneys’ fees) awarded and arising out of such a claim. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.
  18. Jurisdictional Issues; No Export. The Services are operated out of the United States, and the Company’s products, services, materials, offers and information appearing on or in the Services are intended for U.S. users. The Services may not be available to users outside of the United States. The Company makes no representation that materials or information on or in the Services are appropriate or available for use outside of the United States, and access to them from jurisdictions where their content is illegal is prohibited. Those who choose to access the Services outside of the United States do so at their own initiative and are responsible for compliance with applicable local laws. You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S.-embargoed country or country or that has been designated by the U.S. Government as a “terrorist-supporting” country or (b) to anyone on the U.S. Treasury Department’s list of “Specially Designated Nationals” or the U.S. Department of Commerce “Denied Persons List” or “Entity List.” By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Services for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles or chemical or biological weapons.
  19. Changes to the Agreement. The Company reserves the right to modify the Agreement, and to add new or additional terms or conditions on your use of the Services, for any reason, without notice, at any time. Such modifications and additional terms and conditions will be effective immediately and incorporated into the Agreement. Your continued use of the Services will be deemed acceptance thereof. The Company will notify you of material changes by providing you with notice as set forth herein. What constitutes “material changes” will be determined at the Company’s sole discretion, in good faith and using common sense and reasonable judgment.
  20. Copyright Notice. If you believe that any content available through the Services infringes a copyright claimed by you, please contact the Company at legal@unapp.co.
  21. Governing Law. The laws of the State of Delaware, excluding its conflicts of law rules, govern the Agreement, the license granted herein and your use of the Services. Your use of the Services may also be subject to other local, state, national or international laws.
  22. Other Provisions.

    1. The Agreement, together with the Privacy Policy, constitutes the entire agreement between you and the Company and govern your use of the Services, superseding any prior agreements with respect to the same subject matter between you and the Company. If any part of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The Company’s failure to enforce any right or provisions in the Agreement will not constitute a waiver of such or any other provision. The Company will not be responsible for failures to fulfill any obligations due to causes beyond its control.
    2. The parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, a partnership or an agency relationship between the parties themselves or between the parties and any third party. Except as expressly provided herein, no party has the authority, without the other party’s prior written approval, to bind or commit any other party in any way.
    3. The Company may notify you with respect to the Services by sending an email message to your email address or a letter via postal mail to your mailing address, or by posting a notification visible when you access the Services. Notices shall become effective immediately. The Company may also contact you by email or push notification to send you additional information about the Services.
    4. You hereby grant the Company the right to take steps the Company believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of the Agreement. You agree that the Company has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials and/or a third party, as the Company believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of the Agreement (including, but not limited to, the Company’s right to cooperate with any legal process relating to your use of the Services, and/or a third-party claim that your use of the Services is unlawful and/or infringes such third party’s rights).
    5. Your questions, complaints or claims with respect to the Services should be directed to:

      Bake Shop Labs, LLC d/b/a Unapp
      154 Grand St.
      New York, NY 10013
      Phone: (646) 513-4208
      Email: support@unapp.co

  23. Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, the following terms apply only with respect to the use of Unapp by End Users on an Apple iPhone®, iPad® and/or iPod® touch.

    1. Definition of Apple. Depending on the End User’s country of residence, “Apple” means:
      1. Apple Inc., located at 1 Infinite Loop, Cupertino, California, for End Users in North, Central and South America (including Canada for use of iTunes Store® and Apple Music®), as well as United States territories and possessions and French and British possessions in North America, South America and the Caribbean;
      2. Apple Canada Inc., located at 120 Bremner Blvd., Suite 1600, Toronto ON M5J 0A8, Canada for End Users of App Store® and iBooks Store® in Canada or its territories and possessions;
      3. iTunes K.K., located at Roppongi Hills, 6-10-1 Roppongi, Minato-ku, Tokyo 106-6140, Tokyo for End Users in Japan;
      4. Apple Pty Limited, located at Level 3, 20 Martin Place, Sydney NSW 2000, Australia, for End Users in Australia and New Zealand, including island possessions, territories and affiliated jurisdictions; and/or
      5. Apple Distribution International, located at Hollyhill Industrial Estate, Hollyhill, Cork, Republic of Ireland, for all other End Users.
    2. Passes. With respect to the distribution of “Passes” in Apple Wallet®, you hereby permit Apple to use, with respect to your Organization: (i) screenshots containing Submissions; (ii) trademarks and logos associated with your Organization; and (iii) any Submissions, for promotional purposes in marketing materials and gift cards, excluding those portions which you do not have the right to use for promotional purposes and which you identify in writing to the Company.
    3. Unapp Services References. With respect to any reference by Apple to Unapp Services, you hereby authorize and instruct Apple to use, with respect to your Organization: (i) screen shots, previews and/or up to thirty (30) second excerpts of any Unapp Services; (ii) trademarks and logos; and (iii) related information, for promotional purposes in marketing materials and gift cards, excluding those portions of the Unapp Services, trademarks or logos or related information which you do not have the right to use for promotional purposes, and which you identify in writing to the Company.