PEPO TERMS OF USE

Last Updated: 21 October 2016.

These Terms of Use (“Terms”) apply to your access to and use of the apps, websites,  and other online products and services (collectively, our “Services”) provided by Pepo, Inc. (“Pepo” or “we”). By indicating your acceptance of these Terms (such as by clicking a button or checking a box), or by installing or using the Pepo app, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 13, do not access or use our Services.

1. Eligibility

You must be at least 13 years of age to access or use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may only access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in connection with our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

2. User Accounts and Account Security

You will need to register for an account to access some or all of our Services. If you register for a Pepo account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. Our Services may offer badges or other marks to indicate that contact information a user has provided via the Services matches information maintained by that user in a third-party service (such as Facebook) that the user has connected to the Services..  We do not represent or warrant that our tools are sufficient to determine that a user is actually who she says she is or whether it is appropriate for you to interact with that user. Further, we do not endorse any persons who use or register for our Services. We encourage you to take precautions when interacting with other users, particularly when interacting with people you do not know.

3. Privacy

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

4. Chats and User Content

Our Services allow you and other users to create and engage in chats and other interactive features in which you can create, send and receive messages, text, photos, videos and other materials (collectively, "User Content"). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Pepo.

Chats may have different privacy settings, such as who can search for the chats, who can view the User Content or users in a chat, and who can participate in a chat, as described in our FAQ. You agree that we may use and disclose any User Content you provide in order to provide the Services to you and to other users, such as to enable you to send User Content in a chat to other users in the chat, to improve the Services and develop new products and services, and to enable you and other users to share each other’s User Content through third-party social media platforms. In addition, if you send User Content in a chat that is open to users generally, you grant Pepo a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display such User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you send User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) will be visible to other users, depending on the privacy settings of the chat.

You may not to send any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

5. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Use or attempt to use another user’s account without authorization from that user and Pepo;
  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may also only send User Content that you have the right to disclose. You may not send any User Content that:

  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • May infringe any copyright, trademark, trade secret or other intellectual or proprietary right of a third party;
  • Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • Impersonates, or misrepresents your affiliation with, any person or entity;
  • Contains any unsolicited promotions, political campaigning, advertising or solicitations;
  • Contains any private or personal information of a third party without such third party’s consent;
  • Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
  • Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Pepo or others to any harm or liability of any type.

6. Software and Service License

Pepo grants you a nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services, including the Pepo app, for your own personal or internal business use. This license includes the right to download, install and operate the Pepo app on devices you own or control. The Pepo app is licensed, not sold, to you under the terms of this license. However, such license does not include any right to, and you will not do, any of the following: (a) sell, resell or commercially use our Services (including the Pepo app); (b) copy, modify or distribute the Services, including any content in the Services (other than copying as necessary to download, install and operate the Pepo app), except as expressly permitted by us or our licensors; (c) make any derivative uses of our Services; (d) attempt to reverse engineer or otherwise discover the source code of the Pepo app or any other aspect of the Services; or (e) use our Services other than for their intended purposes. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

7. Feedback

You agree that any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Pepo or our products or Services (collectively, “Feedback”) does not have to be kept confidential by Pepo, and that Pepo may use and share your Feedback in any manner and for any purpose, without acknowledgment, notice or compensation to you.

8. Copyright Complaints

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Pepo’s Designated Agent as follows:

Designated Agent:           Jason Goldberg

Address:                               Pepo

                                                 True Sparrow Systems Pvt Ltd

                                                 2nd Floor, Left Wing, Sun Lounge,

                                                 Suzlon - One Earth, Magarpatta Road

                                                 Hadapsar, Pune 411028

                                                 India

Telephone Number:        1-917-595-0422

Fax Number:                       1-650-332-0296

E-Mail Address:                  support@pepo.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Pepo for certain costs and damages.

9. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Pepo and our officers, directors, agents, partners and employees (individually and collectively, the “Pepo Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims")arising out of or related to (a) your access to or use of our Services; (b) your User Content; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify Pepo Parties of any third party Claims, cooperate with Pepo Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees).  You also agree that the [Company Parties] will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Pepo or the other Pepo Parties.

10. Disclaimers

We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to by our Services.

Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Pepo does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Pepo attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

11. Limitation of Liability

Pepo and the other Pepo Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, or special damages or lost profits, even if Pepo or the other Pepo Parties have been advised of the possibility of such damages.

The total liability of Pepo and the other Pepo Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services.

The limitations set forth in this section will not limit or exclude liability for personal injury, death or property damage caused by the Services, or for the gross negligence, fraud or intentional, willful, malicious or reckless misconduct of Pepo or the other Pepo Parties.

12. Release

To the fullest extent permitted by applicable law, you release Pepo and the other Pepo Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

13. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Pepo and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or Pepo seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Pepo seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Pepo waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in San Francisco, California, USA in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.  

You and Pepo agree that any dispute arising out of or related to these Terms or our Services is personal to you and Pepo and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. 

You and Pepo agree that these Terms affect interstate commerce and that the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law.   As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Company agree that for any arbitration you initiate, you will pay the filing fee and Company will pay the remaining JAMS fees and costs.  For any arbitration initiated by Company, Company will pay all JAMS fees and costs.  You and Pepo agree that the state or federal courts of the State of California and the United States sitting in San Francisco, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.  

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND PEPO WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.  

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 13 by submitting an email to legal@pepo.com. In order to be effective, the opt out notice must (i) include your full name, email address, and city of residence (including state/province/territory and country) (ii) identify the telephone number, social media account, or other credentials you used to register for an account with Pepo, and (iii) clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 14.

14. Governing Law and Venue

These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of California, USA, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco, California.

15. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We may also attempt to notify you by sending a notification to the email address, telephone number, social media account, or other contact information associated with your Pepo account, or providing notice through the Pepo app or other Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

16. Termination

We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

17. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

18. Miscellaneous

These Terms constitute the entire agreement between you and Pepo relating to your access to and use of our Services. The failure of Pepo to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

19. Additional Terms for Pepo App for iOS

The following applies to the Pepo app for iOS (“iOS Pepo App”):

   (a) You acknowledge and agree that (i) these Terms are concluded between you and Pepo only, and not Apple, and (ii) Pepo, not Apple, is solely responsible for the iOS Pepo App and content thereof. Your use of the iOS Pepo App must comply with the App Store Terms of Service.

   (b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS Pepo App.

   (c) In the event of any failure of the iOS Pepo App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iOS Pepo App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS Pepo App. As between Pepo 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 Pepo.

   (d) You and Pepo acknowledge that, as between Pepo and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the iOS Pepo App or your possession and use of the iOS Pepo App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS Pepo App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

   (e) You and Pepo acknowledge that, in the event of any third party claim that the iOS Pepo App or your possession and use of that iOS Pepo App infringes that third party’s intellectual property rights, as between Pepo and Apple, Pepo, 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 these Terms.

   (f) You and Pepo acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the iOS Pepo App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the iOS Pepo App against you as a third party beneficiary thereof.

   (g) Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the iOS Pepo App.