1. Your Acceptance

Welcome to Wafer. Before You start You should be advised that in order for You to use Wafer You should enter into and consent to the terms of this agreement between Wafer Inc. (the “Company”), the owner and operator of Wafer Messenger (“Wafer”), www.wafermessenger.com (the “Company Website”) and www.wafer.me (the “Service Website”), and you (“You”), a user of one or many of the features of Wafer and/or the Company Website and/or the Service Website (collectively referred as the “Service”).

When first using the Service, You are presented with the option to express Your explicit consent to the Terms of Service and Privacy Policy, as well as the option to declare that you are not under the age of 16.

Should You not express your explicit consent, You shall not be given the opportunity to neither access nor use the Service.

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2. Ability to Accept Terms of Service

The Service is not intended for children under the age of 16. You understand that the Company has no tangible means to derive Your real age, therefore You deliberately and willingly accept the condition that if You are under 16 years of age, You are not permitted to use the Service. You further represent and warrant that 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 that You are not listed on any U.S. Government list of prohibited or restricted parties.

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3. Access to the Service 

Subject to Your acceptance of and compliance with these Terms of Service and Privacy Policy, as well as with the minimum required age, the Company gives You access to the Service, under precondition that You fully respect the following conditions: (i) You will use the Service only for Your personal use; (ii) You will not resell or charge third-parties for any type or manner of use of or access to the Service; (iii) You will not duplicate, transfer, give access to, copy or distribute any part of the Service in any medium without the Company’s prior written authorization; (iv) You will not reverse engineer, alter or modify any part of the Service; and (v) You will fully comply with the terms and conditions of these Terms of Service and Privacy Policy.

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4. User Account

Before being able to start using the Service, You will need to create Your Wafer Messenger user account (“User Account”). By creating the User Account You acknowledge and agree that You will have to provide the Company with Your mobile phone number. Your phone number will be used as an identification in order for you to access Your User Account.

Once using the Service, You are asked to expressly acknowledge and grant Your permission to the Company to access Your contact list and/or address book on Your mobile device. You are responsible to provide the Company with accurate and complete information on Your mobile phone number, in order to start using the Service. You will also need to create Your nickname (the “Wafer Name”). Your Wafer Name does not need to be unique and will be connected to Your phone number and publicly displayed in the Service. This means that any Wafer user can see and refer to Your Wafer Name. You are allowed to change Your Wafer Name as many times as you deem appropriate. The Company shall not use Your Wafer Name (considered as fictitious) to try deriving Your real full name and shall never use details of Your identity for any commercial purposes. You are obliged to immediately notify the Company should you become aware of any breach of security or unauthorized use of Your mobile phone. The Company will in any way not be liable for any loss caused to You, due to unauthorized use of Your User account. Your phone and phone number remain Your personal responsibility and liability. In addition, You hereby acknowledge that You might be held liable for the losses of the Company due to such unauthorized use. 

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5. Restrictions on the use of the Service 

Wafer has been created for people to have fun. Let’s keep it this way. For this reason You agree not to use or launch any automated system that accesses the Service in a manner that sends more request messages to the Service servers in a given period of time than a human can reasonably produce in the same period by using a Service application, and You are forbidden from ripping the content unless specifically allowed. Notwithstanding the foregoing, the Company grants the operators of public search engines permission to use spiders to copy materials from Service Websites for the sole purpose of creating publicly available searchable indices of the materials. The Company disallows any efforts to reverse-engineer the system, the protocols, or explore outside the boundaries of the normal requests made by the Service clients. The Company also disallows using request modification tools such as fiddler or whisker, or the like or any other such tools activities that are meant to explore or harm, penetrate or test the Company and Service Websites. You agree not to use the communication systems provided by the Service for any commercial solicitation or spam purposes. 

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6. The Intellectual Property Rights

The Service, including any content or information contained therein and all copies thereof are protected by copyright and other intellectual property laws and international treaties. The Company owns the name, title, copyright, and other intellectual property rights in the Service and all copies (modifications and derivative works thereof) and the underlying software (including any user feedback). Your use of our Service does not grant to You, nor do You acquire any ownership rights in the Service.

The Service is provided to You as is, and as available, for Your information and personal use only. You agree to not engage in the use, copying, or distribution of any of the Service other than expressly permitted herein, including any use, copying, or distribution of Submissions (as per below definition) of third-parties obtained through the Service for any commercial purposes.

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7. Submissions

The Service allows users to submit Wafer Name (any nickname), profile photos and multiple other communications in the form of sketches, photos, stickers, texts, audio messages, videos, and/or any combinations of the above, in addition to like instances, as well as the automatic submission of user’s “last seen” status and “current activity” status (collectively, the “Submissions”). These Submissions may be hosted, and/or published as part of the Service, and may be visible to other users of the Service; in addition, the Submissions may be seen by non-users of the Service, should the Submissions be publicly shared. You acknowledge that whether or not such Submissions are published on platforms beyond the control of the Company, the Company does not guarantee any confidentiality with respect to any Submissions. In fact, should You, or any or the users You are interacting with, choose to expand the reach of the Service by mean of web links or screen capturing tools, messages may be viewable on any devices with the capability to access said web links or display said screen captured content.

You hereby acknowledge, represent, and warrant that: (i) You own or have the necessary licenses, rights, consents, and permissions to use and authorize the Company to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submissions to enable inclusion and use of the Submissions in the manner contemplated by the Service and these Terms of Service; and (ii) You have the written consent, release, and/or permission of each and every identifiable individual person in the Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submissions in the manner contemplated by the Service and these Terms of Service; (iii) You are aware that You hereby grant the Company a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Submissions in connection with the Service and the Company’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Service; (iv) You are aware that You hereby grant to each viewer of Your Submissions a non-exclusive license to access Your Submissions through the Service; (v) any Submissions may be globally viewed by non Service-registered parties, so don’t share Submissions that You don’t want to be seen globally; (vi) that the submission of Your ‘last seen’ status and “current activity” status is done on an automatic basis.

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8. Restrictions on the Submissions

You agree to not engage in the use, copying, or distribution of any of the Service other than expressly permitted herein, including any use, copying, or distribution of Submissions of third-parties obtained through the Service for any commercial purposes.

You shall be solely responsible for Your own Submissions and the consequences of posting or publishing them.

You also agree that through Your Submissions You will not: (i) use any material or content that is subject to proprietary rights of any third-party, unless You have a lawful permission from the owner of such rights; (ii) collect or harvest any personally identifiable information, including account names, from the Service; (iii) use the Service to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third-party; (iv) expose any third-party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (v) send unsolicited communications or any communication not permitted by applicable law or use the Service for the purposes of phishing; (vi) impersonate another person; (vii) send, store or use any type of spider, virus, worm, trojan-horse or any other codes or instructions that are designed to distort, delete, damage, emulate or disassemble the Service (viii) monitor, damage or modify any communication which is not intended for you; (ix) attempt to gain unauthorized access to the Service or its related systems or networks; or (x) impact or attempt to impact the availability of the Service, with a denial of service (DOS) or distributed denial of service (DDoS) attack.

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9. Inappropriate Submissions

The Company does not permit Submissions which are inappropriate and do not comply with these Terms of Service or in any way violates applicable laws and regulations. The Company has no direct insight into your Submissions, however should the Company be properly notified that You are infringing these Terms and Conditions, the Company may terminate Your User Account and limit Your access to the Service. Should You detect an inappropriate Submission Yourself, please report such event to the Company’s e-mail address: support@wafer.me with the subject “Inappropriate Submission”.

Should Your Submission contain an adult content, such content such be clearly identified as such. The Company expressly disclaims any and all liability in respect of the Submissions. The Company considers the Submissions as being direct expressions of those who post them and therefore their sole responsibility.

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10. Third-Party and/or Other Service Users’ Submissions 

You should be aware that by using the Service You will be exposed to Submissions from different sources, and that the Company is not responsible for the accuracy, safety, content quality or intellectual property rights of or relating to such Submissions. You further acknowledge that You may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, and You agree to waive any legal rights or remedies You have or may have against the Company with respect thereto, and agree to indemnify and hold the Company, its employees and/or agents harmless to the fullest extent allowed by law regarding all matters related to Your use of the Service.

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11. Third-Party Websites

The Company Website and the Service Website may contain links to other third-party websites. These third-party websites are provided solely as a convenience to You and are not under the Company’s control, and the Company shall not be held responsible for and does not endorse the content of such third-party sites, including any information or materials contained on such third-party sites.

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12. Warranty Disclaimer

You acknowledge that You are using the Service at Your sole risk. The Service is provided as is and as available, with all faults and without warranty of any kind. The Company expressly disclaims all warranties and conditions with respect to the service, either express, implied, or statutory, including but not limited to the implied warranties, conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of mistakes, of personal injury or property damage, of any nature whatsoever, resulting from Your access to and use of the Service, of quiet enjoyment, and non-infringement of third-party rights, any unauthorised access to or use of our server and/or any personal information stored therein, any bugs, viruses, trojan horses or alike, which may be transmitted through our service, through our actions or trough actions of third-parties.

The Company does further not warrant, guarantee or assume responsibility for any product or service offered or displayed through the Service or through any third-party or hyperlinked website, any Wafer user or non-user Submission. The Company does not monitor any of the transactions happening directly or indirectly through the use of the Service; in addition, the Company does not monitor nor scans any of the Submissions. This means that You shall be solely responsible for any rights and obligations occurring through such transactions and You are thus personally responsible to use Your best judgment and exercise caution where appropriate.

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13. Limitation of Liability

To the extent permitted by law, in no event shall the Company, its employees, or its agents be liable for personal injury, or any incidental, special, punitive, direct, indirect or consequential damages, including, without limitation, damages for loss of profit, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Your use or inability to use the Service. Furthermore, You hereby expressly acknowledge that You will not hold the Company, its employees or its agents liable for any errors, inaccuracies of content, mistakes, any unauthorized access to or use of the Service, any unauthorized access to or use of the Company’s secure servers and/or any and all personal and/or financial information stored therein, any bugs, viruses or trojan horses or alike, which may be transmitted through the Service or by any third-party, any errors and omissions in any content or for any loss or damages of any kind incurred as a result of Your use of any content transmitted or made available through the Service, however caused, regardless of the theory of liability and even if the Company was advised of the possibility of such damages.

Furthermore, You hereby acknowledge and agree that the Company shall not be held liable for any third-party’s submissions or conduct or any damages arising from such actions.

You are aware that the Service is controlled by the Company from its facilities in the United States of America and in Luxembourg. The Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

 

14. Indemnity

You shall indemnify, defend and hold harmless the Company, its employees and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any breach by You of this Terms of Service and/or Privacy Policy.

 

15. Termination

When creating a User Account You are asked to grant your explicit consent to these Terms of Service and to our Privacy Policy and You become a Service user. Your relationship with the Company remains effective until terminated by You or the Company. You may terminate Your relationship with the Company instantly, at any time, by simply cancelling Your User Account and deleting Wafer from Your device and stop using the Wafer Company and Service Website. However be advised that the Company has the right to terminate Your relationship with the Company and thus cancel Your User Account without notice if You fail to comply with any of these Terms of  Service and/or Privacy Policy.

In addition, the Company reserves the right to terminate its relationship with You, or may terminate or suspend Your use of the Service at any time in case (i) if You are breaching these Terms of Service or Privacy Policy, (ii) if  the Company reasonably suspects that You are using the Service to break the law or infringe third-party rights (iii) if the Company reasonably suspects that You are trying to unfairly exploit or misuse any of the Company  policies, (iv) if the Company reasonably suspects that You are using any of our products fraudulently or that Your User Account is being used by a third-party fraudulently, (v) if the applicable laws and regulations require the Company to do so.

 

16. Jurisdiction

The laws of the State of Delaware, excluding its conflicts of law rules, govern these Terms of Service and Your use of the Service. You expressly agree that the courts in the State of Delaware, USA have exclusive jurisdiction over any claim or dispute with Wafer or relating in any way to Your use of Service.

 

17. Final Provisions

These Terms of Service, together with our Privacy Policy (available here) and any other legal notices published by the Company, shall constitute the entire agreement between You and the Company concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

The Company reserves the right to amend or modify these Terms of Service at any time, and it is Your responsibility to review these Terms of Service for any changes. If You do not agree to the revised Terms, Your only recourse is to delete your Wafer Account and discontinue the use of the Service. The Company will inform You through Wafer Messenger of any amendments to these Terms of Service, however Your continued use of the Service following any amendment of these Terms of Service will signify Your assent to and acceptance of its revised terms.

Submissions, trademarks, service marks and logos contained therein, are owned by or licensed to the Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.