Last Updated: 08-02-2023
[WooWell] Terms of Service
These Terms of Service, including any referenced or attached exhibits, appendices, documents and policies (collectively, the “Agreement”), form a binding agreement between Aiquire Inc. or any of its Affiliates (collectively, “Company”, “we”, “our” or “us”) and the individual or entity using the Services and thereby agreeing to the Agreement (“Customer”, “User”, “you” or “your”). This Agreement governs all access to, viewing of and use of Company's website located at https://www.woowell.ai/ (the “Website”) and availing WooWell' services of the Company, which services shall include generation of any content for Your personal use, including for the purposes of your dating profile on independent third party websites, using artificial intelligence algorithms (collectively, “Services”). This Agreement is effective as of your initial access to the Website or use of the Services hereunder, whichever is earlier (the “Effective Date”). Company and you are each a “Party” and collectively, the “Parties.”
BEFORE USING THIS WEBSITE AND/OR THE SERVICES OFFERED BY THE COMPANY, PLEASE CAREFULLY READ THIS AGREEMENT. BY USING OR ACCESSING OUR SERVICES OR WEBSITE IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS, AS AMENDED FROM TIME TO TIME. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE OUR SERVICES OR ACCESS THE WEBSITE. YOUR CONTINUED USE OF THE WEBSITE AND/OR SERVICES WILL BE DEEMED CONFIRMATION YOUR ACCEPTANCE OF THESE TERMS.
BY USING THE SERVICES, YOU AFFIRM THAT:
ARBITRATION NOTICE: YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW IN THE “DISPUTE RESOLUTION” SECTION.
This Website is operated by Aiquire Inc., a Delaware corporation, having its principal place of business at 625 W Adams St Chicago, Illinois 60661.
We may update our Website from time to time and may change the content at any time. We do not guarantee that our site, or any content on it, will be free from errors or omissions. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We do not guarantee any desired outcome, merchantability or accuracy of our Services. You are also responsible for ensuring that all people who access our Website through your Account are aware of the terms of this Agreement and that they comply with them.
Company reserves the right to update and amend this Agreement from time to time without prior notice and the current version of the Agreement can be found on the website. The date referenced above indicates when this Agreement was last changed. Your continued use of the Services following any changes to the Agreement constitutes your acceptance of such changes. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
We may require you to register an account with us (“Account”) to access and use features or functionalities including the Services, that we may establish and maintain from time to time and in our sole discretion. Registration or access of our Services may require you to submit certain personal identification information, including but not limited to name, email address, contact number, age, gender, sexual orientation, photos, interests, or device ID (“Your Information”). you: (i) represent that the information shared is accurate, current, and complete information , (ii) agree to maintain and promptly update, as necessary, Your information, (iii) agree to maintain the security of your Account login information, (iv) agree to be responsible for all activity that occurs via your Account even if that activity is not by you or is without your knowledge or consent, (v) acknowledge that your Account is personal to you and agree not to provide any other person with access to the Service using your username, password, or other security information, and (v) agree to immediately notify us if you discover or otherwise suspect any security breaches related to your Account. You consent to all actions we take with respect to Your Information consistent with our Privacy Policy. You are entirely responsible for maintaining the confidentiality, security and control of your Account login information and for all activities that occur in your Account. We are not liable for any loss or damage arising from your failure to comply with the above requirements.
You may register your Account using a valid account on the app store or marketplace from which you downloaded WooWell application (Apple App Store, Google Play.) (each such account, a “Third-Party Account”). By using a Third-Party Account to register your Account, you are allowing WooWell application to access your Third-Party Account as permitted under the applicable terms and conditions that govern your and our use of such Third-Party Account. Your use of any Third-Party Account is at your own risk, and you acknowledge that such use may be subject to additional terms, conditions, fees, and policies imposed by the applicable third party (collectively, “Third-Party Terms”). You are responsible for complying with any applicable Third-Party Terms, and you should review any applicable Third-Party Terms before using any Third-Party Account. You represent and warrant that your use of any Third-Party Account is in compliance with any applicable Third-Party Terms. We assume no liability with respect to any Third-Party Account and services, and we make no representations or warranties with respect to such Third-Party Account and services.
Any information including Your Information, text, graphics, designs, images, photographs, videos, audio, illustrations, trademarks, trade names, page headers, scripts, service marks, logos, slogans, filters or any other material (“ User Content”) provided to us by any means, in connection with our Services is solely your responsibility.
In sharing the User Content, you warrant, represent and undertake that you have full power and authority to do so and to enter into this Agreement; you are the sole owner of such User Content or you have obtained,; any User Content does not and will not at any time (a) infringe any copyright, trademark, or patent or other intellectual property right of any third party; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic, censored content under applicable laws or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Company's system or data; and (e) otherwise violate the rights of a third party; (e) misrepresent the details of the User or constitute false information of the User and you will do all things as may be requested by us from time to time (including providing information, signing documents and consents and submitting forms) in order to enable us to provide Services in relation to the User Content. You are solely responsible for the User Content you share or otherwise make available to the Company, and for any other action or omission that results from your use of the Services. Company is not obligated to back up any User Content; the User is solely responsible for creating backup copies of any User Content at User's sole cost and expense. The ownership to User Content shall remain with the User and the User retains all right, title and interest in and to the User Content.
You expressly release Company and agree to indemnify the Company and all Company's agents, officers, employees, representatives, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, and causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the use of your User Content. Notwithstanding the foregoing, you should let us know immediately (by email to [info@woowell.ai]) if you object to any uses of your User Content on or through the Services or in the promotion of the Services.
User grants Company a non-exclusive, perpetual, royalty-free, fully paid up, worldwide, irrevocable license (with the right to sublicense) to access, host, run, reproduce, process, adapt, modify, translate, store, process, publish, transmit, display, distribute, create derivative works of the User Content, without any additional compensation to you and use the User Content for the purposes of providing and supporting the Services and operating or improving the Services.
You are responsible to ensure that the manner of your use of the Services and the User Content that you have generated is not in violation, breach or non-compliance of any applicable laws or infringing upon the rights of any third parties, such as privacy and intellectual property laws, and that such use is not obscene, pornographic, harmful and doesn't spread harmful misinformation. You must not misrepresent your User Content.
You may not upload any User Content or use the Services in a manner
You represent, warrant and agree that you will not use the Services :
We are not obligated to monitor access to or use of the Services, nor to monitor, review, censor or edit any User Content. However, we in our sole discretion reserve the right to do so for the purposes of operating the Services, ensuring compliance with this Agreement, protecting the rights and safety of our personnel and third parties, and complying with legal requirements. We may disable or remove access to any data or content that, in our judgment, does not comply with this Agreement or is otherwise harmful, objectionable, or inaccurate; but we are not responsible for any failure or delay in removing such data or content. We may suspend or terminate access to and/or use of any Account and/or Services, without notice, for any suspected or actual violation of this Agreement. If we do suspend Services, we will make commercially reasonable efforts to limit the suspension to the affected portion of the Services, and each Party will make commercially reasonable efforts to promptly resolve the issues causing the suspension. We also reserve the right to investigate violations or other conduct that affects or threatens to affect the Services. In addition, you acknowledge that we may consult and cooperate as required with investigations by law enforcement, regulatory and governmental authorities.
In the provision of Services and on reliance of the User Content, the Company may provide one or more of the following (“Deliverables”)
Company is not responsible for the conduct of any User on any dating platform. The Company shall not be responsible for the use of the Deliverables by the User on any platform, website, internet or any other manner. The User hereby agrees that the Deliverables are to be used by exercising the discretion of the User and in the sole judgement of the User. The Company does not provide any warranty as to the desired outcome of the Services and the User acknowledges that the Services are AI generated and are subject to the limitations of AI generated content.
The Website, Services, Deliverables the text, graphics, designs, images, photographs, videos, audio, illustrations, trademarks, trade names, page headers, button and application icons, scripts, service marks, logos, slogans, filters, tools, software and other content contained therein, excluding your User Content and images generated based on User Content (collectively, “Company Content”) (and intellectual property rights in or to the preceding items) are owned by us or are duly licensed to us by third party(ies) and are protected under both United States and foreign laws. Except as explicitly stated in this Agreement, we and our licensors, as applicable, reserve all rights, title and interests (including without limitation all intellectual rights) in and to the Website and/or the Services and the Company Content. Your use of the Company Content shall be always subject to this Agreement and, if applicable, additional terms and conditions that we may communicate to you from time to time, such as terms and conditions from our licensors (such additional terms, “Supplemental Terms”). You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services and the Company Content solely for your own personal use (“User License”); however, such User License is subject to this Agreement and (if applicable) any Supplemental Terms and does not include any right to: (i) sell or resell the Services and Content; (ii) copy, reproduce, distribute, publicly perform or publicly display the Company Content, except as expressly permitted by us or our licensors; (iii) modify the Company Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of the Services or the Company Content, except as expressly set forth in this Agreement and any Supplemental Terms; (iv) use any data mining, robots or similar data gathering or extraction methods; or (v) use the Services or the Company Content other than as expressly provided in this Agreement and any supplemental Terms. Any use of the Services or Company Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the User License granted under this Agreement and (if applicable) the Supplemental Terms. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Content.
If you provide us feedback regarding the use, operation, performance, or functionality of our Website, Services, or business (collectively, “Feedback”), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive right and license to exploit and commercialize the Feedback, improve the Services, and develop and/or commercialize new offerings, which we will solely and exclusively own.
Certain content, products and services available via our Service may include materials from third parties. Third-party links on our Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
Certain or all features or aspects of the Services may be derived from the use of “open source”, or “free software” and you acknowledge and agree that the Services carry no warranty of originality or copyrightable content. Further, the use of Services is subject to “open source” or “free software” licenses or other similar licenses (collectively, “Open Source”). The Open-Source license terms are not intended to be replaced or overridden by the license and other terms of this Agreement; however, the limitations of liabilities, disclaimers, and this provision apply to any such Open Source. Nothing in this Agreement limit your rights under, or grants you rights that supersede, the terms and conditions of any applicable Open-Source license. If required by any license for particular Open-Source Software, Company may make such Open-Source Software, and Company's modifications to that Open-Source Software, available upon written request at the notice address specified below.
You are responsible for all subscription (“Subscription”) fees applicable to Services ordered or purchased, as well as any implementation or consultation fees (each a “Fee” and collectively, “Fees”). We may also offer or perform additional services which are not
included in your purchased subscription, and which may be subject to additional Fees. We reserve the right to adjust our pricing from time to time and at our sole discretion. In such event, the revised pricing shall be applicable prospectively for further use of our Services.
All Fees are exclusive of any applicable taxes, which You are solely responsible to pay.
You may purchase the Subscription through a third party, such as Apple App Store or Google Play. Such purchase may also be subject to Third-Party Terms (for example, certain Third-Party Terms of Apple or Google may apply to the Subscription, respectively, via the iOS platform or the Android platform). By tapping the “Buy Now”, “Add”, or a similar button located in various sections of the WooWell application with respect to the Subscription of your choice, you agree to such Subscription. When making a Subscription purchase, you may be required to provide some or all of the following information: your name, mailing address, billing information, and other information as required by law. You represent and warrant that all such information is accurate and complete. You are responsible for ensuring that your account information (including your contact information) is kept current on the Services. We will have no responsibility or liability for inaccurate or incomplete information, or for information that later becomes outdated. Additionally, we have no obligation to make efforts to determine your correct contact information. By purchasing a Subscription, you represent that the Services will be used only in a lawful manner.
Payment may beis processed through a third-party payment or credit card processor's services. The payment processors or credit card company's agreement governs your use of the designated account or credit card you provide, and you must refer to that agreement and not this Agreement to determine your rights and liabilities relating to such agreement, account and activities. By providing us with your account or credit card number and associated payment information, you agree that we are authorized to immediately invoice your account for all fees due and payable and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or the account or credit card use for the payment. All fees are non-refundable and exclusive of any applicable taxes, which the User is solely responsible to pay. You will indemnify us for any taxes relating to your purchase or use of the Services, except for taxes relating to our income.
During the Term and thereafter, the User grants the Company a non-exclusive license to use User's name and any testimonial/ feedback shared by the User as a reference for marketing or promotional purposes on Company's website, marketing collateral and sales presentations, and in other public or private communications with User's existing or potential customers, during the Services and thereafter.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND WE MAKE NO REPRESENTATIONS OR GUARANTEES THAT THEY WILL MEET DESIRED OUTCOME, ALWAYS BE SAFE, SECURE, OR ERROR-FREE, OR THAT THEY WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO MALFUNCTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR: (A) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, USER CONTENT AND OTHER CONTENT MAINTAINED BY THE SERVICES; (B) ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES; (C) THE COMPLETENESS, QUALITY, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (D) ANY HARM TO YOUR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (E) THE OPERATION OR COMPATIBILITY OF THE SERVICES, INCLUDING ANY CONTENT, WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (F) ANY THIRD-PARTY SERVICES, PRODUCTS, ACTS, OMISSIONS OR POLICIES; AND (G) WHETHER OR NOT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company and its affiliates including its officers, employees and representatives from and against any claims, liabilities, damages, losses, and expenses (including, but not limited to, attorneys' fees and costs) arising out of or in any way connected with: (i) unauthorized or unlawful access to or use of the Services or Deliverables and any information obtained therefrom; (ii) User Content; (iii) any Content or data posted or used by you, or any other party's use of any Service or Deliverables with your credentials; and/or (iv) any breach of this Agreement, applicable law or regulation, unless arising directly from Company's fraud, gross negligence, or wilful or criminal misconduct.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS “DISPUTE RESOLUTION” SECTION REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION OF ANY AND ALL DISPUTES WITH US (EXCEPT AS EXPRESSLY PROVIDED FOR BELOW) ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions within 30 days from the notification of a dispute by either party. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration by a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Francisco, California and the arbitration shall be governed by the laws of the State of California. This Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods nor the Computer Information Transactions Act, the application of which is expressly excluded. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Each party shall bear its own costs and expenses and an equal share of the arbitrators and administrative fees of arbitration. YOU AND WE EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. Notwithstanding anything in this Agreement to the contrary, Company shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction in order to protect its intellectual property rights, and to enforce or obtain compliance with this Agreement without first submitting such matter to arbitration.
Upon termination or expiration of this Agreement: (i) all rights to access or use the Services will terminate and we will cease providing the Services; (ii) you will timely pay all applicable Fees accrued but unpaid; (iii) all liabilities accrued before the date of termination or expiration will survive; and (iv) upon request, each receiving Party will return or destroy all copies of disclosing Party's confidential information, except for one archival copy captured by system-backup media, provided that the backup media are maintained in confidence.
In addition to this Agreement, the following terms apply if you use [Date Mate APP] on any device that contains the iOS mobile operating system (“App”) developed by Apple Inc. (“Apple”).
(a) You acknowledge that this Agreement is concluded solely between you and us, and not with Apple. We are solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the usage rules for the Apple App Store terms of service as of the date you download the App, and in the event of any conflict, the usage rules in the Apple App Store shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Apple usage rules.
(b) The license granted to you is limited to a non-transferable license to use the App on any iPhone, iPod touch or iPad that you own or control as permitted by the Apple usage rules set forth in the Apple App Store terms of service.
(c) You and us acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
(d) You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, 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, paid to Apple for the App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. You and the Company acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of the Company. However, you understand and agree that in accordance with this Agreement, the Company has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
(e) You and the Company acknowledge that as between Apple and the Company, the Company, not Apple, is responsible for addressing any claims relating to the App or your possession and/or use of the App, including, but not limited to (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
(f) You and the Company acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringe third party’s intellectual property rights, the Company, and not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required under this Agreement.
(g) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted persons.
(h) Developer Name and Address. Any questions, complaints or claims with respect to the App should be directed to:
Aiquire Inc.
625 W Adams St Chicago,
Illinois 60661
Email: info@woowell.ai
(i) You agree to comply with any applicable third-party terms when using the App.
(j) You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof).
You will comply with all applicable U.S. and non-U.S. export controls, import controls, and trade sanctions laws (“Trade Laws”). You will not access, use, or download, or allow others to access, use, or download, Services, or conduct purchase transactions: (a) if you or they are located in a country or region subject to comprehensive U.S. trade sanctions; (b) if you or they are listed on any U.S. or EU restricted parties list; (c) in connection with activities, individuals, or entities that are located in a country or region subject to comprehensive U.S. trade sanctions; or (d) in any way that would otherwise violate applicable Trade Laws. You or they will not disguise your or their location through IP proxying or other methods.
You will not, and will not allow others to, directly or indirectly, export, re-export, provide, resell, transfer, or otherwise dispose of Services: (a) to any individual, entity, country, or region prohibited by Trade Laws; (b) to anyone on any U.S. or EU government restricted parties list; or (c) for any purpose prohibited by Trade Laws.
You will not, and will not allow others to, use, distribute, or transfer Services, third-party content, or third-party services in any manner that violates applicable laws, including all applicable Trade Laws.
Services may not be resold, transferred, or otherwise disposed of in a country or region subject to comprehensive U.S. trade sanctions or to a person or organization sanctioned by U.S. or EU government authorities.
If you have any questions, complaints or claims with respect to this Agreement and/or the Services, please contact us via email at [info@woowell.ai] or our mailing address:
Aiquire Inc.
625 W Adams St Chicago,
Illinois 60661