End-User License Agreement

Last updated May 24, 2024

SECTION 14 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE SOLE PROPRIETOR’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 14.

Please read this End-User License Agreement carefully before using the software program, Wunjo (the “Software”).

Welcome to the End-User License Agreement (“Agreement”) for the software program, Wunjo, operated by Wladislav Radchenko (“Sole Proprietor”, “author”). The Software, including any content, tools, features, and functionality offered within the Software, is referred to as the “Software”.

These Agreement govern your access to and use of the Software. Please read these Agreement carefully, as they include important information about your legal rights. By accessing and/or using the Software, you are agreeing to these Agreement. If you do not understand or agree to these Agreement, please do not use the Software.

For purposes of these Agreement, “you” and “your” means you as the user of the Software. If you use the Software on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Agreement, and (b) you agree to these Agreement on the entity’s behalf.

Index

1. Interpretation and definitions

1.1. Interpretation. The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

1.2. Definitions. For the purposes of this End-User License Agreement:

• Agreement means this End-User License Agreement that forms the entire agreement between You and the Sole Proprietor regarding the use of the Software.
• Software means the software program provided by the Sole Proprietor downloaded by You to a Device, named Wunjo.
• Services refers to the features and functionality provided by the Software. Although the Software operates locally on your device, it may interact with online services for certain features or content. Any use of such online services is subject to this Agreement.
• Sole Proprietor (referred to as either “the Sole Proprietor”, “Author” in this Agreement) refers to Wladislav Radchenko.
• Content refers to content such as text, images, or other information that can be posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content.
• Country refers to Russia.
• Device means any device that can access the Software such as a computer, a cellphone, or a digital tablet.
• Third-Party Services means any services or content (including data, information, applications, and other products/services) provided by a third-party that may be displayed, included, or made available by the Software.
• You means the individual accessing or using the Software or the company, or other legal entity on behalf of which such individual is accessing or using the Software, as applicable.

2. Agreement

This Agreement governs your use of the Wunjo Software. By using the Software, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not use the Software.

By clicking the “I Agree” button, downloading, or using the Software, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not download, or do not use the Software.

This Agreement is a legal document between You and the Sole Proprietor and it governs your use of the Software made available to You by the Sole Proprietor.

The Software is licensed, not sold, to You by the Sole Proprietor for use strictly in accordance with the terms of this Agreement.

You must be 18 years of age or older and reside in the Russian or any of its territories, or the legal age to form a binding contract under the laws or your place of residence or any other applicable jurisdiction, to use the Services. You may not use the Services if you are barred from doing so under the laws of the Russian, your place of residence, or any other applicable jurisdiction. By using the Services, you represent and warrant that you meet these requirements.

3. Software license

3.1. Backend Code. The backend code of the Software is licensed under the MIT License. This means that you have the right to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software.

3.2. Frontend Code. The frontend code of the Software is proprietary and owned by author. You are granted a limited, non-exclusive, non-transferable license to use the Software solely for your personal or internal business purposes. The license that is granted to You by the Sole Proprietor is solely for your personal purposes strictly in accordance with the terms of this Agreement.

3.3. Models. The Neural Network models of the Software is licensed under the MIT License. This means that you have the right to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software.

4. Ownership

Sole Proprietor retains all ownership rights in the Software. The Software is protected by copyright and other intellectual property laws.

5. User accounts, subscriptions and free trials

5.1. Creating and Safeguarding your Account. To use the Software, you need to create an account or link another account. You agree to provide author with accurate, complete and updated information for your Account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. Author are not liable for any acts or omissions by you in connection with your Account. You must immediately notify at support@wunjo.online if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if author have previously removed your, or author previously banned you from any of Services, unless author provide written consent otherwise.

5.2. Subscription Payment. If you subscribe to any of Software paid Services, you agree to pay author the applicable fees and taxes in U.S. Dollars or Russian RUB. Failure to pay these fees and taxes will result in the termination of your access to the paid Services. You agree that (a) if you purchase a subscription to any of the Services, author may store and continue billing your payment method to avoid interruption of such Services, and (b) author may calculate taxes payable by you based on the billing information that you provide author at the time of purchase. Author reserve the right to change Service subscription plans or adjust pricing for the Services in any manner and at any time as author may determine in sole and absolute discretion. Except as otherwise provided in these Agreement, any price changes or changes to your subscription plan will take effect following reasonable notice to you. All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable. Subscriptions will not be processed until payment has been received in full, and any holds on your account by any other payment processor are solely your responsibility.

5.3. Payment Provider Terms of Service. Author use Robokassa and its affiliates as third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Service Provider”). If you subscribe to any of Software paid Services, you will be required to provide your payment details and any additional information required to complete your order directly to Payment Service Provider. You agree to be bound by Robokassa’s Privacy Policy and its Terms of Service and hereby consent and authorize the Sole Proprietor and Robokassa to share any information and payment instructions you provide with one or more Payment Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by Payment Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, Payment Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. Author is not responsible for this. In some jurisdictions, our Payment Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

5.4. Subscription Renewals and Cancellations. You agree that if you purchase a subscription, your subscription will not automatically renew at the subscription period frequency referenced on your subscription page.

5.5. No Subscription Refunds. Except as expressly set forth in these Agreement, payments for any subscriptions to the Services are nonrefundable. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made.

5.6. Free Trials. If author permit you to sign up for a trial Account for the paid portion of the Services, your trial period starts on the day you create the trial Account and lasts for the duration indicated on your free trial confirmation email (or if not specified, then 7 days). If you are on a trial, you may cancel at any time until the last day of your trial by following the cancellation procedures outlined in Section 5.2 above. If you do not cancel your trial Account at the end of your free trial period, and Service have notified you that your Account will be blocked before to pay subscription at the end of the free trial period. You may, however, then cancel your subscription in accordance with Section 5.3 of these Agreement. If you cancel your trial Account or decide not to purchase a paid version of the Services at the end of your trial period, your access to Software with your trial Account will no longer be available to you.

5.7. Promotional Codes. Author may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for discounts on the Services or features or benefits related to the Services, subject to any additional terms that the Sole Proprietor establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the Sole Proprietor; (d) may be disabled or have additional conditions applied to them by the Company at any time for any reason without liability to the Sole Proprietor; (e) may only be used pursuant to the specific terms that the Sole Proprietor establishes for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.

6. Right to use Software

Author hereby permit you to use the Software for your personal and commercial use only, provided that you comply with these Agreement and our policies (including Software Acceptable Use Policy) in connection with all such use. If any code, content or other materials owned or controlled by author are distributed to you as part of your use of the Services, author hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Agreement. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Sole Proprietor, in its sole discretion, may elect to take.

7. User responsibilities and restrictions

Restrictions On Your Use of the Services. The rights granted to you in these Agreement are subject to your compliance with the restrictions set forth in this Section 7. Usage rights may be revoked for violation of terms. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

• use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Software; utilize framing techniques to enclose any trademark or logo located on the Services or any other portion of the Software (including images, text, page layout or form); or use any metatags or other “hidden text” using the Sole Proprietor’s name or trademarks;
• duplicate, decompile, reverse engineer, disassemble or decode the Software (including any underlying idea or algorithm), or attempt to do any of the same;
• use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Software;
• access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
• attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
• circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Software;
• use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract;
• introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
• upload, submit, create, transmit, display, perform, post, store, or otherwise make available through the Software (all of the foregoing, “Make Available”), including Inputs and Outputs, any content that is unlawful, threatening, defamatory, obscene, excessively violent, deceptive, fraudulent, libelous, unethical, biased, pornographic or profane, invasive of privacy or publicity rights, harassing, abusive, hateful, discriminatory, or cruel, or otherwise use the Services in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, inciting, organizing, promoting or facilitating violence or criminal activities;
• sell, transmit commercially the Software;
• make available, including Inputs and Outputs, any content that (i) constitutes unauthorized or unsolicited advertising, junk or bulk email; (ii) contains any personal information, such as financial, medical or other sensitive personal information such as government identifications, passport numbers or social security numbers; or (iii) involves contests, sweepstakes, barter, advertising, pyramid schemes, or other similar commercial activities or sales, without the Sole Proprietor’s prior written express consent;
• post or otherwise make available a photograph of another person without that person’s permission;
• impersonate any person or entity, including any employee or representative of the Sole Proprietor;
• direct the Software to generate any Output in violation of any applicable intellectual property right, contractual restriction, or other law, or otherwise violate any applicable law or regulation in connection with your access to or use of the Services or access or use the Services in any way not expressly permitted by these Agreement.

8. Beta offerings

From time to time, author may, in sole discretion, include certain test or beta features or products in the Software (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back 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 Offering back to the prior non-beta version. If author provide you any Beta Offerings on a closed beta or confidential basis, author will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without author prior written consent.

9. Updates and feedback

9.1. Future Updates. The Sole Proprietor may release updates or new versions of the Software in the future. However, the Sole Proprietor is not responsible if any functionality does not work on the user’s device or if it stops working after an update.

9.2. Feedback. If users provide feedback or suggestions for the Software, the Sole Proprietor may use this feedback without compensation or credits given.

10. Collection of personal information

The Software may collect personal information from users such as email addresses and IP addresses. In Privacy Policy describes how author handle the information you provide to author when you use the Services. For an explanation of our privacy practices, please visit Privacy Policy.

11. Intellectual property

11.1. Ownership of the Software. The Software, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Sole Proprietor and/or its licensors own all right, title and interest in and to the Software (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. Licensors reserve all rights in connection with the Software and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.

11.2. Ownership of Trademarks. The Wladislav Radchenko, Wunjo, the Wunjo logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Sole Proprietor or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Software are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by author.

11.3. Inputs and Outputs. The Software and its Services utilize artificial intelligence tools and functionalities to process user inputs to the Services, such as text prompts, directions, images, videos, or other content (the “Input”) and generate and return outputs based on such Inputs, which may include or take the form of images, videos, sound effects, or other content (the “Output”). To the fullest extent permitted by law, the Sole Proprietor reserves the right, but not the obligation, to review or monitor Inputs and Outputs using automated and manual tools. The Sole Proprietor does not claim ownership any of your Inputs to the Services (“Your Inputs”) or any of the Outputs you create with the Services (“Your Outputs”). As between author and you, to the extent author acquire any rights in any of Your Outputs, author hereby assign to you all right, title and interest in and to Your Outputs. However, you acknowledge that due to the nature of generative artificial intelligence tools, Your Outputs may not be unique and users of the Services may create their own Output that is similar or the same as Your Output. You hereby waive and release the Sole Proprietor and any of its users from any claim that another user’s Output is the same as, or reproduces, any of Your Output.

• Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, submit, or otherwise Make Available information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials or content. Accordingly, by using the Services or uploading or otherwise Making Available Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate, improve, promote and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored), and include a right for author to make Your Content available to, and pass these rights along to, others with whom author have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if author determine such access is necessary to comply with author legal obligations. By Making Available Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights necessary to Make Available (and allow us to use) Your Content in connection with the Services. You represent and warrant that your submission of a Your Input in connection with your use of the Services, including to generate Your Output, will not breach any law or any third party’s terms and conditions associated with Your Input.
• Your Use of Outputs. You can monetize, make commercial use of, or otherwise use for or in connection with any commercial purposes, any of Your Outputs that you create with the Services during any period in which you did not have a subscription plan that permitted such commercial use.
• Models. You acknowledge that, unless otherwise agreed between you and the Sole Proprietor, Inputs, Outputs, and user interactions with the Software may be used by the Sole Proprietor to train, enhance, evolve and improve its machine learning models and artificial models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes) (collectively, “Models”). As such, you hereby grant to the Sole Proprietor a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable right and license to use any Inputs and Outputs made available by you or otherwise generated in connection with your use of the Software at any point, in connection with the purposes described above. You acknowledge and agree that, notwithstanding the automated suggestions provided by the Software, you remain solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.

11.4. Ownership of Feedback. Author welcome feedback, comments and suggestions for improvements to the Software (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Software and its Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Sole Proprietor, and the Sole Proprietor may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Sole Proprietor any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

11.5. Notice of Infringement – DMCA (Copyright) Policy. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to support in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

• identification of the copyrighted work that is claimed to be infringed;
• identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Software;
• information for support to contact you, such as an address, telephone number and e-mail address;
• a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
• a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
• the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by e-mail to support@wunjo.online. It is Sole Proprietor policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others. A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When author receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

The Software, its contents, and all trademarks associated with the Software are the exclusive intellectual property of the Sole Proprietor.

12. Disclaimers, limitations of liability and indemnification

12.1. Disclaimers. The Software is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind:

• Your access to and use of the Software are at your own risk. You understand and agree that the Software are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Sole Proprietor, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “the Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Software and its Services, including with respect to the results or output obtained from the use of the Software; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Software; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Software will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Software. No advice or information, whether oral or written, obtained from the Entities or through the Software, will create any warranty or representation not expressly made herein.
• THE LAWS OF CERTAIN JURISDICTIONS, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 12.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
• THE AUTHOR TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH SOFTWARE AND ITS SERVICES.
• THE AUTHOR AND ENTITIES DO NOT REPRESENT OR WARRANT THAT YOU ARE THE LEGAL OWNER OF ANY OUTPUT, OR THAT ANY INPUT OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT ANY OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. YOU ACKNOWLEDGE THAT THE SERVICE LEVERAGES THIRD-PARTY SERVICES AND THAT THE COMPANY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY LIABLE, FOR THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE AND ANY OUTPUT RESULTING THEREFROM. YOU SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR YOUR SPECIFIC USE CASE.
• YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE AUTHOR AND RELATE ENTITIES WILL BE RESPONSIBLE FOR.
• YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE AUTHOR AND RELATE ENTITIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE AUTHOR AND RELATE ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

12.2. Limitations of Liability.

• TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE AUTHOR AND RELATE ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.
• TO THE EXTENT NOT PROHIBITED BY LAW, THE AUTHOR TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID TO SOLE PROPRIETOR BY YOU IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO SUCH LIABILITY; (II) $1; OR (III) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.
• THE FOREGOING LIMITATIONS IN THIS SECTION 12.2 WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE AUTHOR.

12.3. Indemnification. By entering into these Agreement and accessing or using the Software, you agree that you shall defend, indemnify and hold the Author harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Author and Relate Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, or (e) your negligence or willful misconduct. If you are obligated to indemnify any Author and Relate Entity hereunder, then you agree that Author (or, at its discretion, the applicable Author and Relate Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Author wishes to settle, and if so, on what terms, and you agree to fully cooperate with Author in the defense or settlement of such claim.

You agree to indemnify and hold the Sole Proprietor, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your:

• use of the Software;
• violation of this Agreement or any law or regulation;
• violation of any right of a third party.

13. Third party services and materials

13.1. Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Sole Proprietor is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. You use all links to third-party websites at your own risk. Author do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

13.2. Sharing Your Content and Information with Third Parties. Author may provide tools through the Services that enable you to export information, including Your Content, to third-party websites, including through features that allow you to link your Account with a third-party website or account, or through our implementation of third-party buttons (such as “public link” and “share” buttons). By using one of these tools, you agree that the Author may transfer that information to the applicable third-party website. The Author is not responsible for any third-party services’ use of your exported information.

14. Arbitration and class action waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

14.1. Informal Process First. You and the Sole Proprietor agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and the Sole Proprietor agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

14.2. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Sole Proprietor’s services and/or products, including the Software and its Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Sole Proprietor, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Agreement, you and the Sole Proprietor are each waiving the right to trial by jury or to participate in a class action or class arbitration.

14.3. Exceptions. Notwithstanding the foregoing, you and the Sole Proprietor agree that the following types of disputes will be resolved in a court of proper jurisdiction:

• disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
• disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
• intellectual property disputes.

14.4. Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

14.5. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to support@wunjo.online. The notice must be sent to the Sole Proprietor within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Agreement. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Sole Proprietor also will not be bound by them.

WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Sole Proprietor each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Sole Proprietor EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Sole Proprietor agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

15. Severability and waiver

15.1. Severability. If any provision of this Agreement is held to be unenforceable or invalid, the remaining provisions will continue in full force and effect.

15.2. Waiver. The failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter.

The Sole Proprietor does not make any warranties concerning the Software and its Services.

16. Russian legal compliance

You represent and warrant that:

• you are not located in a country that is subject to the Russian government embargo;
• you are not listed on any Russian government list of prohibited or restricted parties.

17. Changes to this Agreement

The Sole Proprietor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, author will provide at least 30 days’ notice prior to any new terms taking effect.

If the copyright, trademark, and brand rights of Wunjo and Software are transferred or sold to another entity, all associated obligations and responsibilities under this End-User License Agreement (EULA) will be transferred to the acquiring entity. Users will be notified of any such transfer, and the acquiring entity will assume responsibility for managing user rights and obligations moving forward.

18. Governing law

The laws of Russia, excluding its conflicts of law rules, shall govern this Agreement and your use of the Software.

19. Entire agreement

The Agreement constitutes the entire agreement between You and the Sole Proprietor regarding your use of the Software and its Services and supersedes all prior and contemporaneous written or oral agreements between You and the Sole Proprietor.

20. Additional information

20.1. International Users. The Software may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that the Sole Proprietor intends to announce such service or content in your country. The Software are controlled and offered by the Sole Proprietor from its facilities in the Russia. The Sole Proprietor makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Software from other countries do so at their own volition and are responsible for compliance with local law.

20.2. Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Sole Proprietor will terminate automatically. Additionally, the Sole Proprietor may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Sole Proprietor deletes your Account for any suspected breach of these Agreement by you, you are prohibited from re-registering for the Services in Software under a different name. In the event of Account deletion for any reason, the Sole Proprietor may, but is not obligated to, delete any of Your Content. The Sole Proprietor shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Agreement shall continue in full force and effect subsequent to and notwithstanding any termination of these Agreement by the Sole Proprietor or you. Termination will not limit any of the Sole Proprietor’s other rights or remedies at law or in equity.

20.3. Injunctive Relief. You agree that a breach of these Agreement will cause irreparable injury to the Sole Proprietor for which monetary damages would not be an adequate remedy and the Sole Proprietor shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

20.4. Miscellaneous. If any provision of these Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Agreement and shall not affect the validity and enforceability of any remaining provisions. These Agreement and the licenses granted hereunder may be assigned by the Sole Proprietor but may not be assigned by you without the prior express written consent of the Sole Proprietor. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Software are operated by author in the Russia. Those who choose to access the Software from locations outside the Russia do so at their own initiative and are responsible for compliance with applicable local laws.

20.5. Sole Proprietorship. Please note that Wladislav Radchenko operates as a Sole Proprietor, not as a company or corporation. This affects the legal nature of our relationship and the terms governing your use of the Wunjo and Software and its Services.

20.6. Current Agreement. This page is a translation of the current agreement available at wunjo.online/eula/ru in Russian. In case of any discrepancies, nuances of translation prevail, and the valid agreement is the agreement in Russian. You agree to the EULA access on Russian page.

20.7. How to Contact Author. You may contact author regarding the Software and its Services or these Agreement by e-mail at support@wunjo.online.