VYNG, INC.
TERMS OF USE

Effective Date: December 2017

IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.
                                                                
Please read carefully the following provisions of these Terms of Use (the “Agreement” or “Terms of Use). This is a legal agreement between you and Vyng, Inc., a Delaware corporation (“Vyng”, “we”, or “us) regarding the use of our online and/or mobile services, website, and software provided by us (collectively the “Vyng Service”). By accessing or using the Vyng Service, you agree that you have read, understood, and agree to be bound by these Terms of Use, whether or not you are a registered user of the Vyng Service.

We reserve the right to amend this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required or given for non-substantive changes to the Agreement. If we substantively amend This Agreement, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account. Your continued use of the Vyng Service after any such change takes effect constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, your only remedy shall be to not use or access (or continue to access) the Vyng Service. This Agreement applies to all visitors, users, and others who access the Vyng Service (“Users”).

USE OF OUR SERVICE

DESCRIPTION OF SERVICE
Vyng allows its Users to use existing third party or record their own video and audio messages (referred to as “vyngs”) and use or share them with other Users to use as ring tones for the mobile phones.

ELIGIBILITY
Any use or access to the Vyng Service by anyone under 13 is prohibited and in violation of this Agreement. If you are under 13, please do not attempt to register for the Vyng Service or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 13 without verification of parental consent, we will delete that information as quickly as possible. Vyng reserves all rights not expressly granted under this Agreement. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Any registration by, use of or access to the Vyng Service by anyone not of legal age to form a binding contract is unauthorized, unlicensed and in violation of these Terms. By using the Vyng Service, you represent and warrant that you are of legal age to form a binding contract and that you agree to abide by these Terms of Use.

VYNG ACCOUNT
You must create an account at Vyng in order to gain access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. You may never use another User’s account without permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Vyng immediately of any breach of security or unauthorized use of your account. Vyng will not be liable for any losses caused by any unauthorized use of your account.

By providing Vyng your email address, you consent to our using that email address to send you Vyng Service-related notices, including any notices required by law, in lieu of communication by snail mail.

We may also use your email address to send you other messages, such as changes to features of the Vyng Service and special offers. If you do not want to receive such email messages, you may opt out by sending us a request at privacy@vyng.com. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Please note that if you do not want to receive legal notices from us, including without limitation a notice that this Agreement has changed, those legal notices will still govern your use of the Vyng Service. We will post legal notices to the Vyng Service, and you are responsible for reviewing such legal notices for changes. Please see our Privacy Policy for more details.

SERVICE RULES
You agree not to engage in any of the following prohibited activities in connection with the Vyng Service: (i) copying, distributing, or disclosing any part of the Vyng Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Vyng Service in a manner that sends more request messages to the Vyng servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Vyng Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure or that could disable, overburden, or impair the proper operation of the Vyng Service, such as a denial of service attack; (vi) uploading invalid data, viruses, worms, or other software agents through the Vyng Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Vyng Service; (viii) using the Vyng Service for any commercial purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Vyng Service; (xi) accessing any content on the Vyng Service through any technology or means other than those provided or authorized by the Vyng Service; (xii) bypassing the measures we may use to prevent or restrict access to the Vyng Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Vyng Service or the content therein, or (xiii) decompiling, reverse engineering, or otherwise attempting to obtain the source code of the Vyng Service.

You may not use the Vyng Services to share music recordings, whether or not you own or have a license to these recordings; unless such music recording is the original work by you.

You may not access or use the Vyng Service if you work with or for a competitor, except with Vyng’s prior written consent. In addition, you may not use or access the Vyng Service for purposes of monitoring the performance or functionality for a competitor or for any third party, or for any other benchmarking or competitive purposes and you may not share any benchmarking data regarding the Vyng Service usage with any third party without Vyng’s prior written consent.

We may, without prior notice, change the Vyng Service, stop providing the Vyng Service or features of the Vyng Service (to you or generally), or create usage limits for the Vyng Service. We may permanently or temporarily terminate or suspend your access to the Vyng Service without notice or liability to Vyng, for any reason or for no reason, including if in our sole determination you violate any provision of this Agreement. Upon termination of this Agreement or your access to the Vyng Service for any reason or no reason, you will continue to be bound by the terms of this Agreement which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
You are solely responsible for your interactions with other Vyng Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Vyng shall have no liability for your interactions with other Users, or for any User’s action or inaction.

USER CONTENT
Vyng Service allows Users to (i) exchange information, messages, images, photos, videos and other content by recording messages (“vyngs”) and sharing them with each other, (ii) otherwise send information, messages, images, photos, videos and other content to other Users of the Vyng Service; (iii) send information, messages, images, photos, videos and other content to a computer or other browser-enabled device and receive similar types of content and information from such devices; and (iv) use existing videos as ringtones.  Any information, messages, images, photos, videos, files, personal or technical data, or any other type of information that you transmit using the Vyng Service shall be referred to as “User Content” for the purposes of this Agreement.

You agree not to transmit User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, pornographic, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current; Do anything that could disable, overburden, or impair the proper operation of the Application, the Vyng Services or the Site, such as a denial of service attack.

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Vyng reserves the right, but is not obligated, to reject and/or remove any User Content that Vyng believes, in its sole discretion, violates these provisions.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You further agree that you will not use the Vyng Service to collect User Content from anyone, whether for commercial use or any other kind of use, without first obtaining their consent and first making it clear that you (and not us) are the one collecting their User Content, and posting a privacy policy explaining what User Content you collect, how you will use it and how you. 

Vyng takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Vyng Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Vyng shall not be liable for any damages you incur or allege to incur as a result of User Content.

We may use your User Content (including, but not limited, to the vyngs you create) in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms. As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute Your Content for any purpose. You irrevocably waive, and cause to be waived, against us any claims and assertions of moral rights or attribution with respect to your User Content. By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of your User Content.

By sharing your User Content (i.e., sharing a vyng) with another User, you grant such User a perpetual, non-exclusive, world-wide, fully-paid and royalty-free, irrevocable right and license to (i) edit, reproduce, modify, tag, create derivative works of, or otherwise manipulate such User Content, and (b) download, distribute, and store such User Content for non-commercial, personal use.

By using the Vyng Service, you are granted the license rights described in the paragraph above with respect to any other User’s User Content shared with you. You do not acquire ownership rights to any User Content except for those limited license rights granted herein.

ONCE USER CONTENT HAS BEEN SHARED WITH ANOTHER USER, SUCH USER HAS A COPY OF SUCH USER CONTENT. DELETING YOUR USER CONTENT WILL NOT HAVE ANY EFFECT ON YOUR USER CONTENT THAT HAS BEEN SHARED PRIOR TO REMOVAL. IF YOU DO NOT WANT OTHER USERS TO COPY, MANIPULATE, DISTRIBUTE, EDIT, DISPLAY, OR OTHERWISE USE YOUR USER CONTENT, DO NOT USE THE VYNG SERVICE TO SHARE IT WITH ANOTHER USER.

END USER LICENSE GRANT

VYNG SERVICE
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Vyng Service for your personal, non-commercial use, as permitted by the features of the Vyng Service. Vyng reserves all rights not expressly granted herein in the Vyng Service and the Vyng Content (as defined below). Vyng may terminate this license at any time for any reason or no reason.

MOBILE SOFTWARE
We make available software to access the Vyng Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Vyng Service. Vyng does not warrant that the Mobile Software will be compatible with your mobile device. Vyng hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Vyng account on one mobile device owned or leased solely by you, for your personal, non-commercial use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and/or other proprietary rights notices on the Mobile Software. You acknowledge that Vyng may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Vyng or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof).

MOBILE SOFTWARE FROM GOOGLE ANDROID MARKET
This paragraph is intended to apply to you if you have downloaded the Mobile Software on a device powered by the Android operating system. Vyng and you, the end‐user of the Mobile Software and Vyng Services, acknowledge that the Agreement is entered into by and between Vyng and you. Vyng is solely responsible for the Software and Vyng Services. Should you have downloaded the Software from the Google Android Market located online at http://www.android.com/market/. You acknowledge that you have reviewed the Android Market Terms of Service (located online at http://www.google.com/mobile/android/market‐tos.html) and the Android Market Business and Program Policies (located online at http://www.google.com/mobile/android/market‐policies.html). 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 “watch list” of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.

VYNG PROPRIETARY RIGHTS
Except for your User Content, the Vyng Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the “Vyng Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Vyng and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Vyng Service. Use of the Vyng Content or materials on the Vyng Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

PREMIUM SERVICES
From time to time, Vyng may provide additional features and/or Vyng Services that you pay for (e.g, vyngs created by celebrities) (“Premium Vyng Services”). Vyng may also offer from time to time in its sole discretion, certain Premium Vyng Services for free, whether for a trial period or otherwise. Unless expressly stated otherwise, references in this Agreement to the Vyng Service include the Premium Vyng Services.

PRIVACY

For information about how Vyng protects your privacy, please read Vyng Privacy Policy, which you can find at www.Vyng.com/privacypolicy.html. This policy explains how Vyng treats your personal information, and protects your privacy, when you use the Vyng Service.

SECURITY
Vyng cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

YOUR INTERACTIONS WITH OTHER USERS
You are solely responsible for your interactions with other Users. You understand that we do not in any way screen our Users, nor do we inquire into the backgrounds of our Users or attempt to verify the statements of our Users. You agree to take reasonable precautions in all interactions with other Users, particularly if you decide to meet offline or in person.
 
THIRD PARTY LINKS
The Vyng Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Vyng. Vyng does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Vyng Service, such as through Facebook Connect, you do so at your own risk, and you understand that this Agreement and Vyng’s privacy policy do not apply to your use of such sites. You expressly relieve Vyng from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Vyng Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that Vyng shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties.

INDEMNITY
You agree to defend, indemnify and hold harmless Vyng and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors (collectively, the “Vyng Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Vyng Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties you make in this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Vyng Service with your username, password or other appropriate security code.

NO WARRANTY
THE VYNG SERVICE AND ANY PRODUCT OR SERVICE YOU PURCHASE THROUGH THE VYNG SERVICE (“PRODUCT”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VYNG SERVICE AND THE PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VYNG, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE VYNG SERVICE OR THE PRODUCTS WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VYNG SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE VYNG SERVICE.

VYNG DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE VYNG SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND VYNG WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

IF YOU DOWNLOADED THE MOBILE SOFTWARE FROM THE APPLE APP STORE, YOU FURTHER ACKNOWLEDGE THAT APPLE HAS NO RESPONSIBILITY FOR ADDRESSING ANY CLAIMS RELATING TO THE SOFTWARE OR VYNG SERVICES OR YOUR POSSESSION AND/OR USE OF THE SOFTWARE OR VYNG SERVICES, INCLUDING, BUT NOT LIMITED TO: (I) PRODUCT LIABILITY CLAIMS; (II) ANY CLAIM THAT THE SOFTWARE OR VYNG SERVICES FAIL TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.

LIMITATION OF LIABILITY
IN NO EVENT SHALL THE VYNG PARTIES BE LIABLE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR ANY LOSSES, LIABILITIES, CLAIMS OR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, OR ANY OTHER DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE AND/OR ANY OF THE VYNG SERVICES, THESE TERMS OF USE OR THE PERFORMANCE, SUSPENSION, TERMINATION OR BREACH HEREOF, EVEN IF VYNG OR ANY OTHER VYNG PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE VYNG PARTIES SHALL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM THESE TERMS OF USE OR USE OF THE SOFTWARE OR ANY OF THE VYNG SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL VYNG’S (OR APPLE’S IF YOU DOWNLOADED THE SOFTWARE FROM THE APPLE APP STORE) TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT YOU HAD PAID TO VYNG OVER THE PRECEDING THREE MONTHS PERIOD.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR VYNG SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN VYNG AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE VYNG SERVICES. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF VYNG ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE VYNG PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE VYNG PARTIES.
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

COPYRIGHT INFORMATION
As required by the Digital Millennium Copyright Act of 1998, the following individual is designated for notification of potential copyright infringement regarding the Vyng Service:
Leonard Grayver, Esq., 21515 Hawthorne Blvd., Suite 450, Torrance, CA 90503.

If you believe the Vyng Service infringes a copyright, please provide the following information to the person identified above (17 U.S.C. § 512):

  • A physical or electronic signature of the copyright owner or authorized agent;
  • Identification of the copyrighted work(s) claimed to have been infringed;
  • Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information regarding how we may contact you (e.g., mailing address, telephone number, e-mail address);
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you that the information in your notification is accurate, and, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

 

It is expected that all Users will comply with applicable copyright laws. However, if we are notified of claimed copyright infringement, or otherwise become aware of facts and circumstances from which infringement is apparent, we will respond expeditiously by removing or disabling access to the material that is claimed to be infringing or to be the subject of infringing activity. we will comply with the appropriate provisions of the DMCA in the event a counter notification is received by its designated agent

GENERAL

Binding Arbitration and Class Action Waiver
You and Vyng agree to arbitrate all disputes between you and Vyng or its affiliates.  “Dispute” includes any dispute, action or other controversy between you and us concerning the Vyng Service or these terms, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis.  You and Vyng empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or formation of this contract, including the arbitrability of any dispute and any claim that all or any part of these terms are void or voidable.
In the event of a dispute, you or Vyng must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute and the relief requested.  You must send any notice of dispute to Vyng, Inc., 929 Colorado Ave., Santa Monica, CA 90401, Attention: Legal/Arbitration Notice.  We will send any notice of dispute to you at the contact information we have for you.  You and Vyng will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent.  After sixty (60) days, you or we may commence arbitration.  You may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.
If you and Vyng do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act.  YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.  Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes.  For more information, visit www.adr.org or, in the United States, call 800-778-7879.  Arbitration may be conducted in person, through the submission of documents, by phone or online.  The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
If you are a resident of the United States, arbitration will take place at any reasonable location convenient for you.  For residents outside the United States, arbitration shall be initiated in Los Angeles, United States of America, and you and Vyng agree to submit to the personal jurisdiction of the federal or state courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS.  Neither you nor Vyng will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity.  No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding.  If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
Notwithstanding the foregoing, either you or Vyng may bring an individual action in small claims court.
Choice of Forum
You agree that any action at law or in equity arising out of or relating to these terms or the Disney Services that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Los Angeles, California, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
Choice of Law
These terms are governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any conflict of law principles.
Severability
If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
Survival
The provisions of these terms which by their nature should survive the termination of these terms shall survive such termination.
Waiver
No waiver of any provision of these terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision
User Disputes
We are not responsible for addressing any disputes between any Users. In the event of a concern, claim or dispute, Users shall communicate directly with the other party in resolving such concern, claim or dispute. In the event we receive complaints about a User, we will investigate the complaint at our sole discretion and may direct the User to respond to the other party directly.

Entire Agreement
This Agreement, together with any amendments and any additional agreements you may enter into with Vyng in connection with the Vyng Service, shall constitute the entire agreement between you and Vyng concerning the Vyng Service.

Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vyng without restriction or notice.

Special Provisions Applicable To Users Outside The United States.
The following provisions apply to users outside the United States: You consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities using the Vyng Service.

Notices
We may provide notices, whether such notices are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, Apple App Store or Google Android Marketplace, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.

Contact Us
Should you wish to contact us with any questions with respect to the Vyng Service, you should email support@vyng.com.

VYNG, INC.

 PRIVACY POLICY

Effective Date: December 2017
This Privacy Statement is part of the Terms of Use (the "Agreement") governing the use of the Vyng Service, which includes the software (the "Software") which may operate on any type of computing device ("Devices"), the www.vyng.me website (the "Website"), and other web sites, online services, or content (e.g., widgets, feeds, and applications), an mobile applications owned or operated by Vyng, Inc., a Delaware corporation ("Vyng" "we" or "us") (collectively, the "Vyng Service")
The privacy of our users (collectively or individually, "Users") is very important to us.  Please read this privacy policy before using the Vyng Service or submitting any personal information. By using the Vyng Service, you are accepting the practices described in this Privacy Policy.

These practices may be changed, but any changes will be posted and changes will only apply to activities and information on a going forward, not retroactive basis. You are encouraged to review the privacy policy whenever you use the Vyng Service to make sure that you understand how any personal information you provide will be used.

If you have any questions about our Privacy Policy, please contact us at privacy@vyng.com.
YOUR USE OF THE VYNG SERVICE
In order to use the mobile features of the Vyng Service, you must consent to the use of your device's location to provide the Vyng Service, and the display of that location information to other Users and within your geo-tagged content.
WHAT KIND OF INFORMATION WE COLLECT

We collect the following types of information below through your use of the Vyng Service.

Personal Information. "Personal Information" is information that identifies you or another person. Personal Information may be transmitted or received when you use the Vyng Service.  Personal Information includes your geographic location information; the names, physical addresses, email addresses, telephone, fax and other device numbers pertaining to you or another person; calendar entries stored within your device; contact entries stored within your device; and information, messages, images, photos, files and other content (including any location information and other metadata pertaining to such items) that you transmit or receive using the Vyng Service which identifies you or another person. Personal Information also includes information about you or others that may be accessed by our system directly from your device, including from your address book, photos or contacts folder, in order to enable certain features of the Vyng Service, such as the feature that finds and suggests mutual friends and other individuals who you may know. Unless you have elected to opt-out of providing your geographic location information, such information may be accessed by the Vyng Service, whether or not in active use, from the servers of third party app providers or markets through which you obtain applications for your device.

We collect Personal Information if you provide it directly to us via email or through the Vyng Service. We may also collect Personal Information when you send us messages, comments, questions or suggestions or if you participate in blogs, forums, message boards, chat rooms, profile pages and other services within which you are able to post information, if any, through the Vyng Service. We may also collect Personal Information through certain features of the Vyng Service (and in some instances will allow you to opt-out of such collection or retention of certain Personal Information).

We may also scan the contents of your text messages to provide you or the recipient with personalized vyngs and to improve the Vyng Service, including its recognition algorithms. All such data is anonymized. We shall not use such data for any other purpose, including for  purposes of advertising.

Non-Personal Information. "Non-Personal Information" is information that does not identify you or any other individual, and includes Session and Usage Data, Log Data and Aggregate Information, each as described below.

Session and Usage Data. "Session and Usage Data" is information about your use of the Vyng Service and includes, without limitation, connection and service-related data submitted to us through your use of the Vyng Service. Session and Usage Data includes information relating to the connection request, server communication and data sharing, including network measurements, quality of service, and date, time and location of the transmission. We also may aggregate Session and Usage data as described in Aggregate Information below. Please note that Session and Usage Data does not include any Personal Information nor does it include Content you may transmit or share through the use of the Vyng Service (such as photos, contacts, calendar appointments, etc.).

Log Data. When you interact with us or use the Vyng Service, our systems may automatically collect Your unique Device number, the IP address, type of browser or operating system you use, and the dates and times of your use ("Log Data").

Aggregate Information. "Aggregate Information" is data we collect about a group or category of services or Users from which individual User identities have been removed. In other words, information on how you use the Applications, the Services and the Site may be collected and combined with information about how others use the Applications, the Services and the Site, but no personally identifiable information will be included in the resulting Aggregate Information. Aggregate Information helps us understand trends in our Users' needs so that we can better consider new features or otherwise tailor the the Vyng Service.

Transactional InformationCertain premium features may be available for a fee. In processing payment for such additional services we will collect certain information necessary to complete your purchase ("Transactional Information"). This information may include your name, billing address, email address, phone number, and credit card information, such as type of credit card, name on card, card number, validation number, and expiration date. We may retain Transactional Information as long as is necessary to fulfill the purposes specified in this privacy policy and for recordkeeping, subject to statutory or regulatory retention requirements and legitimate business needs. We may collect information related to your transactions performed using the Vyng Service (the "Transaction Data"). We may use your Transaction Data to improve your experience with the Vyng Service, including to deliver advertisements to your mobile communications device from third parties or merchants (with whom we have contracted).

HOW WE USE YOUR INFORMATION

Personal Information. We may use your Personal Information:

  • to respond to your inquiries, fulfill your requests, provide services, or complete transactions you have requested.
  • to send you information regarding the Vyng Service, changes to our terms, conditions, and Policies and/or other administrative information.
  • to resolve problems with the Vyng Service.
  • to create an individual profile and provide personalized services, and to create and inform you of new products and services from us that better meet your needs.
  • to suggest that you use or take advantage of certain features within the Vyng Service.
  • to better determine your location.
  • as we believe to be necessary or appropriate: (a) in any manner permitted under applicable law, including laws outside your country of residence; (b) to comply with legal process; (c) to respond to requests from public and government authorities, including public and government authorities outside your country of residence; (d) to enforce our terms and conditions; (e) to protect our operations; (f) to protect our rights, privacy, safety or property, and/or that of our affiliates, you or others; and (g) to allow us to pursue available remedies or limit the damages that we may sustain.

 

Non-Personal Information. We may use Non-Personal Information for any purpose, including for our own internal purposes; to measure traffic patterns; to understand demographics, customer interest, and other trends among our Users; to provide, improve and modify the the Vyng Service; and for promotion and marketing purposes. In some instances, we may combine Non-Personal Information with Personal Information (such as combining your name with your unique Device number). If we combine any Non-Personal Information with Personal Information, the combined information will be treated by us as Personal Information as long as it is combined with any Personal Information.

We may display targeted advertisements based on Personal Information. Advertisers (including ad serving companies) may assume that people who interact with, view, or click targeted ads meet certain targeting criteria, such as females between 18-24 years of age from a particular geographic area. We do not provide any Personal Information to the advertiser when you interact with or view a targeted ad. However, by interacting with or viewing an ad you are consenting to the possibility that the advertiser will assume that you meet the targeting criteria used to display the ad.

HOW YOUR INFORMATION MAY BE DISCLOSED

Personal Information. In general, we use Session and Usage Data internally to serve our Users and enable them to take maximum advantage of the Vyng Service. We also store Personal Information to improve the functionality of the Vyng Service. All information collected is stored in our database and may be archived elsewhere. We may disclose your Personal Information:

  • our third party service providers who provide services such as Web site hosting, maintenance, data analysis, payment processing, order fulfillment, infrastructure provision, IT services, customer service, email delivery services, credit card processing, auditing services and other similar services, but only to the extent necessary or useful to provide such services, and only pursuant to contractual obligations requiring such third parties to maintain the privacy and security of your Personal Information.
  • to identify you to anyone to whom you send messages through the Vyng Service.
  • to identify you to other Users of the Vyng Service to suggest you or they take advantage of certain features within the Vyng Service.
  • provided by you through the Vyng Service freely and without limitation. Please note that any Personal Information you post or disclose on Forums will become public information, and may be available to the Users of the Vyng Service. We urge you to be very careful when deciding to disclose your Personal Information, or any other information, on the Vyng Service.
  • to a third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with any bankruptcy or similar proceedings).
  • as we believe to be necessary or appropriate: (a) under applicable law, including laws outside your country of residence; (b) to comply with legal process, whether originating in the United States or other territory; (c) to respond to requests from public and government authorities, including public and government authorities outside your country of residence; (d) to enforce our terms and conditions; (e) to protect our operations or those of any of our affiliates; (f) to protect our rights, privacy, safety or property, and/or that of our affiliates, you or others; (g) to allow us to pursue available remedies or limit the damages that we may sustain; and (h) if we reasonably believe that an emergency involving immediate danger of death or serious physical injury to any person requires immediate disclosure of communications or your Personal Information exists.

 

Non-Personal Information. We may disclose Non-Personal Information for any purpose. In some instances, we may combine Non-Personal Information with Personal Information (such as combining your name with Your unique Device number). If we combine any Non-Personal Information with Personal Information, the combined information will be treated by us as Personal Information as long as it is combined with Personal Information.

THIRD-PARTY SITES

In general, the Vyng Service access third party information through application interfaces. We may provide links to third-party Web sites as a service to our Users. The Site may also carry advertisements from other companies. When you click on links of third parties in the Vyng Service, you may leave the Vyng Service. Some of these third party sites may be co-branded with our name/logo or our affiliated entity's name/logo, even though they are not operated or maintained by us. This Policy does not address, and we are not responsible for, the privacy practices of web sites operated by third parties, whether they are linked to or otherwise accessible from the Vyng Service. The inclusion of a link or accessibility of third party web sites does not imply endorsement of such third party web site by us.

USERS WITH WHOM YOU SHARE YOUR INFORMATION

We cannot control the actions of other Users with whom you share your information. We cannot, and do not, control the information you share with other Users using the Vyng Service (including via Forums) or how such other Users will use or share such information. We are not responsible for third party circumvention of our security measures.

CHOICES ABOUT YOUR PERSONAL INFORMATION

Opting Out of Marketing-Related Communications. You may opt out from receiving marketing-related emails, texts, phone messages or other communications from us on a going-forward basis by contacting us at privacy@Vyng.me.

We will try to comply with your opt-out request as soon as reasonably practicable. Please note that if you opt out as described above, this will apply to marketing messages from us only. We will not be able to remove your Personal Information from the database of any other Users you have shared such information or from third parties to whom you have previously authorized us to share such information (i.e., to which we have already provided your Personal Information as of the date that we implement your opt-out request). Please also note that if you do opt-out of receiving marketing-related messages from us, we may still send you important administrative messages, and you cannot opt-out from receiving administrative messages.

Accessing, Changing or Suppressing Your Personal Information. If you would like to review, correct, update, suppress, delete or otherwise limit our use of your Personal Information that has been previously provided to us, you may contact us at privacy@Vyng.me. In your request, please make clear what information you would like to have changed, whether you would like to have your Personal Information suppressed from our database or otherwise let us know what limitations you would like to put on our use of your Personal Information. We will try to comply with your request as soon as and to the extent reasonably practicable.

Any information you submit through the Vyng Service may be viewed and used by others, including to send you unsolicited messages or to commit identity theft. Additionally, any information you send to other Users will show up on other User's devices and these communications are also stored on our servers. Even if you remove this content from your device or account, copies of this information will remain viewable on the devices of third party users with whom you have communicated and will be stored on our servers for a period of time. Therefore you should be aware that information that you send to other Users cannot be removed from their devices unless the other User removes the data.

If you have questions about your Personal Information, please contact us at privacy@Vyng.me.

SECURITY

Please be aware that no security measures that we take to protect your information is absolutely guaranteed to avoid unauthorized access or use of your Personal Information or is impenetrable.

RETENTION PERIOD

We will retain your Personal Information for the period necessary to fulfill the purposes outlined in this privacy policy unless a longer retention period is required or allowed by law. Your Personal Information may or may not be encrypted while stored or archived by us.

OUR POLICY TOWARD CHILDREN UNDER 13 YEARS OF AGE

The Vyng Service is not directed to children under 13 years of age. If you become aware that your child under 13 has provided us with personal information without your consent, please contact us at privacy@Vyng.me. We do not knowingly collect personal information from children under 13. If we become aware that a child under 13 has provided us with personal information, we take steps to remove such information and terminate the child's account. By using the Vyng Service, you are representing to us that you are not under the age of 13. If you are under 13 years of age, you are not authorized to use the Vyng Service and must immediately delete the Software from your Devices. We recommend that minors, who are 13 years old but under 18 years old, ask their parents or legal guardians for permission before sending any information about themselves to us or anyone else through the Vyng Service.

INTERNATIONAL USERS

Your Personal Information may be stored and processed in any country where we have facilities, and by using the Vyng Service you consent to the transfer of your Personal Information to countries, including the United States, which may be outside of your country of residence and may provide for different and less stringent data protection rules than in your country. If you object to your Personal Information being transferred or used as described in this Policy, please do not use a the Vyng Service immediately delete all Software from Your Devices.

YOUR CONSENT
By using Vyng Service, you agree to the terms of this privacy policy as they may be amended as necessary. Any dispute over privacy is subject to this privacy policy and Vyng Terms of Use , which include limitations on damages and application of the law of the State of California.

CHANGES TO OUR PRIVACY POLICY

If we change our privacy policy, we will post the revised policy statement here with an updated revision date. If we make significant changes to our statement, we may also notify all members whose personal information we have retained by other means, such as sending an email or posting a notice on our home page.

CONTACTING US

If there are any questions regarding this privacy policy you may contact us at privacy@Vyng.me. In order for us to take the appropriate action please describe in reasonable detail the nature of your request or inquiry.