Terms of Use

WTO Holdings, Inc. (“WTO,” “we,” “us,” or “our”) provides you access to our Platform subject to the following Terms of Use, which may be updated by us from time to time without notice to you.  By accessing the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”).  If you do not agree to any of these terms, then please do not use the Platform.

If you are accessing and using the Platform on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

  1. RESTRICTIONS

 

The Platform is available only to individuals aged 13 years or older.  If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.  If you are under the age of 13, you may use the Platform only with the consent of your parent or guardian.  In order to become a registered user of the Platform, you must be least 18 years old.

We reserve the right, in our sole and absolute discretion, to deny you, or revoke your, access to the Platform, or any portion of the Platform, without notice and without reason.

  1. COMPANY DESCRIPTION AND COMMUNITY GUIDELINES

 

Our Platform allows (i) food service establishments (“Content Providers”) that register an account on the Platform to list and manage their business, including food and beverage offerings (“Business Content”), on the WhatToOrder mobile application (“App”), and (ii) users of our App (“App Users”) to engage in certain activity (“User Activity”), including searching for, saving, rating, and sharing certain Business Content.  In addition, Content Providers and other businesses that register an account on the Platform (collectively, the “Data Customers”) will have access to certain aggregated data relating to the User Activity, as well as App User Content (defined below), via a web-based data terminal (the “Insight Monitor”).

Our community, like any community, functions best when our users follow a few simple rules.  By accessing the Platform, whether you are an App User or a Content Provider, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

  • You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:
    • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
    • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
    • discloses any sensitive information about a person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
  • Any ratings or other related content you provide through the Platform as an App User will reflect your honest, good-faith, and unbiased opinion and will be based on your first-hand, personal experience (i.e., you will rate and share only dishes that you have actually eaten);
  • As an App User, you will not accept any compensation (cash, food, discounts, etc.) from a Content Provider in exchange for providing a rating or other related content that is (i) favorable to that Content Provider (or an affiliate of such Content Provider), or (ii) unfavorable to another Content Provider;
  • You will comply with all applicable laws in your use of the Platform and will not use the Platform for any unlawful purpose;
  • You will not use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Business Content or User Content for any revenue-generating endeavor or commercial enterprise;
  • You will not access or use the Platform to collect or publish any market research, except with the written permission of WTO;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with, or attempt to interrupt the proper operation of, the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any User Content, data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;
  • You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;
  • You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy Business Content and App User Content (together, “User Content”) from the public portions of the Platform for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the User Content, but not caches or archives of such User Content;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
  • If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

 

  1. EMAIL ADDRESS AND PASSWORD

 

As an App User, if you wish to register for the Platform other than through a third-party login provider (e.g., Facebook and Google), you will be prompted to create an account by providing an e-mail address (“E-mail Address”) and a password (“Password”).  Content Providers that desire to create accounts on the Platform in order to manage their business page(s) shall also be required to provide an E-mail Address and other information (including a contact name), and to create a Password.  If you create an account on the Platform on behalf of any Content Provider, you hereby represent and warrant to WTO that you have the authority to act on the Content Provider’s behalf.

When creating your account, whether you are an App User or a Content Provider, you must provide true, accurate, current, and complete information.  Each E-mail Address and corresponding Password can be used by only one user (and, in the case of Content Providers, may be used by only one Content Provider, but may be accessed by any individual(s) duly authorized by the Content Provider to act on its behalf).  Content Providers may register up to two (2) E-mail Addresses per Content Provider.  You are solely responsible for the confidentiality and use of your E-mail Address and Password, as well as for any use, misuse, or communications entered through the Platform using one or more of them.  You will promptly inform us of any need to deactivate a Password or E-mail Address.  We reserve the right to delete or change your Password at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.

  1. INTELLECTUAL PROPERTY

 

The Platform may contain material such as videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of WTO (collectively referred to as the “Platform Content”).  The Platform Content may be owned by us or third parties.  The Platform Content is protected under both United States and foreign laws.  Unauthorized use of the Platform Content may violate copyright, trademark, and other laws.

You may view all Platform Content for your own personal, non-commercial use.  No other use is permitted without the prior written consent of WTO.  WTO and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Platform Content.  You must retain all copyright and other proprietary notices contained in the original Platform Content.  You may not sell, transfer, assign, license, sublicense, or modify the Platform Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Platform Content in any way for any public or commercial purpose.  The use or posting of the Platform Content on any other website – except Platform Content that is posted on social media pages by App Users in the normal course of using the WhatToOrder App – or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access the Platform Content and the Platform automatically terminates and you must immediately destroy any copies you have made of the Platform Content.

The trademarks, service marks, and logos of WTO (the “WTO Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of WTO.  Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with WTO Trademarks, the “Trademarks”).  Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of WTO Trademarks inures to our benefit.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Platform Content may be retransmitted without our express, written consent for each and every instance.

  1. USER CONTENT; LICENSES

 

The Platform and our social media pages may allow you to post and upload content.  App Users may be able to upload content in the form of ratings, photos, and other related content (“App User Content”), and Content Providers may be able to upload Business Content such as: (i) the Content Provider’s business hours, location, contact information, and menu information, (ii) a description of the Content Provider, and (iii) photos and videos depicting the Content Provider’s premises and food offerings.  Business Content and App User Content is collectively referred to herein as “User Content”.  You expressly acknowledge and agree that once you submit your User Content for inclusion into the Platform or our social media pages, it will be accessible by others, and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available.  YOU, AND NOT WTO, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM OR OUR SOCIAL MEDIA PAGES.

The maintenance of accurate Business Content on the Platform is critical for the success of WTO’s business.  Thus, for Content Providers, you expressly agree that you will use commercially reasonable efforts to keep your Business Content accurate and up to date at all times.  If WTO, in its sole discretion, concludes that your Business Content is not accurate and up to date, it reserves the right to terminate your access to the Platform immediately.  Also, if you choose to discontinue managing your Business Content on the Platform, or if you permanently close your business, you must inform WTO in writing by sending an email to [email protected].

You retain all copyrights and other intellectual property rights in and to your own User Content.  You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.  You also grant us and our sublicensees the right, but not the obligation, to use your User Content, your social media sign-in name, name, likeness, and photograph in connection with any use of the related User Content permitted by the previous sentence and/or to advertise and promote the Platform, WTO, and our products and services.  Without limiting the foregoing, you acknowledge and agree that uses of your User Content permitted by the foregoing rights and licenses may include the display of such User Content adjacent to advertising and other material or content, including for profit.  WTO reserves the right, in its sole discretion, to remove any User Content at any time, including, without limitation, if the User Content contains infringing content, is deceptive or false, or otherwise violates this Agreement or any applicable law, rule, or regulation.

If you submit User Content to us, each such submission constitutes a representation and warranty to WTO that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that it and its use by WTO and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines. 

  1. COMMUNICATIONS WITH AND SUBMISSIONS TO US

 

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information.  With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you. 

  1. NO WARRANTIES; LIMITATION OF LIABILITY

 

YOU ACKNOWLEDGE THAT WTO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM CONTENT, INCLUDING ANY USER CONTENT, AND ANY OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE OR COMPLETE.

WITHOUT LIMITING THE FOREGOING, ALTHOUGH YOU ARE ABLE TO OBTAIN INFORMATION ABOUT CONTENT PROVIDERS AND THEIR FOOD AND BEVERAGE ITEMS ON THE PLATFORM, WTO ITSELF DOES NOT SELL THESE ITEMS, IS NOT A PARTY TO ANY TRANSACTION BETWEEN YOU AND THE CONTENT PROVIDERS OR ANY OTHER ENTITY, AND HAS NO CONTROL OVER THE QUALITY OR SAFETY OF THE ITEMS.  IN ADDITION, INFORMATION ON THE PLATFORM ABOUT CERTAIN ITEMS MAY LIST INGREDIENTS OR REPRESENT ALLERGEN OR FOOD PREPARATION STANDARDS, SUCH AS FOOD OR BEVERAGES BEING NUT-FREE, GLUTEN-FREE, LACTOSE-FREE, ORGANIC, OR KOSHER.  WE DO NOT INVESTIGATE OR VERIFY THE MENUS, INGREDIENTS, FOOD PREPARATION STANDARDS, OR ANY DESCRIPTIONS, STATEMENTS, OR REPRESENTATIONS MADE BY THE CONTENT PROVIDERS OR OTHER THIRD PARTIES FROM WHICH WE OBTAIN SUCH INFORMATION.  THEREFORE, IF YOU OR ANYONE ELSE WHO WILL BE CONSUMING ANY ITEM HAS ANY FOOD ALLERGIES OR SPECIFIC PREPARATION REQUIREMENTS, YOU ARE STRONGLY ADVISED TO DISCUSS THIS WITH THE CONTENT PROVIDERS DIRECTLY TO ADDRESS YOUR SPECIFIC NEEDS.

YOU ACKNOWLEDGE THAT THE PLATFORM MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES.  CONSEQUENTLY, THE PLATFORM AND THE PLATFORM CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM OR PLATFORM CONTENT WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, ITS SERVERS, OR THE PLATFORM CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM OR THE PLATFORM CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM OR THE PLATFORM CONTENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US$50).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

  1. EXTERNAL SITES

 

The Platform contains links to third-party websites and mobile applications (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

  1. REPRESENTATIONS; WARRANTIES; AND INDEMNIFICATION

 

(a)        You hereby represent, warrant, and covenant that:

  • You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
  • Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
  • You shall not submit to the Platform or any of our social media pages any User Content that violates our Community Guidelines set forth above or any other term of this Agreement.

(b)       You agree to defend, indemnify, and hold us and our affiliates and our and their respective officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Platform Content or the Platform; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.  We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

  1. COMPLIANCE WITH APPLICABLE LAWS

 

The Platform is based in the United States.  We make no claims concerning whether the Platform Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Platform or the Platform Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

  1. TERMINATION OF THE AGREEMENT

 

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.  Sections 4-19 shall survive the termination of this Agreement.

  1. DIGITAL MILLENNIUM COPYRIGHT ACT

 

WTO respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Platform Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

WTO Holdings, Inc.
c/o Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Attention: DMCA Complaints

If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

  1. CONTROLLING LAW

 

This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.

  1. BINDING ARBITRATION

 

In the event of a dispute arising under or relating to this Agreement, the Platform Content, or the Platform (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA.  The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules.  Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.  As set forth in Section 16 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

  1. CLASS ACTION WAIVER

 

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  1. EQUITABLE RELIEF

 

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.

  1. DOWNLOADING THE APP FROM THE APP STORE

 

The following terms apply when you download the App from Apple’s App Store.  These terms are in addition to all other terms contained in the Agreement.

  • You acknowledge and agree that (i) the Agreement is concluded between you and WTO only, and not Apple; and (ii) WTO, not Apple, is solely responsible for the App and content thereof.  Your use of the App must comply with the App Store Terms of Service.
  • You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
  • In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you.  To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.  As between WTO and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of WTO.
  • You acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between WTO and Apple, WTO, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
  • You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App against you as a third-party beneficiary thereof.
     
  1. COMMUNICATIONS DECENCY ACT NOTICE

 

WTO is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein.  We are not responsible for any User Content.  We neither warrant the accuracy of the User Content nor exercise any editorial control over User Content, nor do we assume any legal obligation for editorial control of User Content or liability in connection with User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content.

  1. MISCELLANEOUS

 

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

  1. ADDITIONAL TERMS

 

Certain functions of the Platform permit or require you to use Google Maps implementation.  By accessing or using the Platform, you agree to be bound by Google’s Terms of Service (https://www.google.com/intl/en/policies/terms/), which may be modified or updated by Google from time to time.  Google’s Terms of Service are incorporated herein and made a part hereof by this reference.  Google Maps implementation is provided solely as a convenience to you and not as an endorsement by us of the content on Google Maps.  We are not responsible for the content of Google Maps and do not make any representations or warranties of any kind regarding the functionality, reliability, or accuracy of Google Maps.

 

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