Wispi - End User License Agreement and Terms of Service

Wispi End User License Agreement and Terms of Service

Thank you for your interest in our application for your mobile device (the “App”) provided to you by SG Atlantic Limited (“Wispi” “us” or “we”), and our Web site at www.wispiapp.com (the “Website”), as well as all related web sites, networks, downloadable software, and other services provided by us and on which a link to this End User License Agreement and Terms of Service is displayed (collectively, together with the App and Website, our “Service”). This End User License Agreement and Terms of Service (this “Agreement”), including our Privacy Policy [http://www.wispiapp.com/privacy.html] incorporated herein by reference and any other applicable policies and guidelines (“Additional Terms”), as may updated from time to time, govern your use of the Service. This Agreement is a legally binding contract between you and Wispi regarding your use of the Service. You may request a copy of this Agreement by emailing us at .

BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.

You hereby acknowledge and agree that, as provided in greater detail in this Agreement:

we are not liable for any disputes between users, or between users and third parties, arising from use of the Service;

the Service, including without limitation the App, is licensed, not sold to you, and that you may use the Service only as set forth in this Agreement;

your use of the Service may be subject to separate third party terms of service and fees, including, without limitation, the terms of service and data, SMS, MMS, and other fees of your mobile network operator (the “Carrier”), which are your sole responsibility;

you consent to the collection and use of your personal information and information about your location in accordance with our Privacy Policy, including, without limitation, the collection of location information;

the Service is provided “as is” without warranties of any kind, and our liability to you is limited;

the App may require access to a variety of services on your mobile device, including UDID, MAC address, or other applicable device identifier, phone state and identity, internet and data services, contacts list, and such other features or services that we may describe in our documentation;

disputes arising hereunder will be resolved by BINDING ARBITRATION and YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY, and IF YOU LIVE IN (OR YOUR PRINCIPAL PLACE OF BUSINESS IS IN) THE UNITED STATES, YOU ARE ALSO WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, as further described in Sections 21 and 22.3 below;

access to certain features of the service may require access to information about the location of your device, such as GPS coordinates; and

if you are using the App on an iOS-based device, you agree to and acknowledge the “Notice Regarding Apple” set forth in Section 5.4 below.

Eligibility. You must be at least 13 years old to use the Service. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization. We may, in its sole discretion, refuse to offer the Service to any person or entity, and may change its eligibility criteria at any time and for any reason.
Accounts and Registration.

Registration: To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your e-mail address, telephone number, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and any such password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us.

Credit/Debit Card Information: If you set up a paid user account by upgrading from a free standard account and submitting your credit card information for the purchase of any of the credits or content on the Service (a “Paid User Account”), you will have to access your Paid User Account on the Website in order to view certain credit/debit card transactions processed by us, as well as your any other relevant account information. A “Standard Account” is an account you create for the use of the Service at no charge, by downloading the App and registering your device with the Service.

Login Failure: You have five (5) attempts to log into your account on the Service. If you fail to access your account after five (5) attempts, we may automatically lock your account until you verify your details.

Emergency Services. Under no circumstances does the Service enable you to make emergency calls to emergency services for the purpose of public safety pursuant to applicable laws and regulations. You must arrange your own alternative method of contacting emergency services as and when it is necessary for you to do so.
Location Based Services. Some of the features of the Service enable the Service to tailor your experience based on your location (“Location-based Services”). In order to access certain Location-based Services, you must allow the App access to your localized position through your device, which we may accomplish through a variety of means, including GPS location, GeoIP, or other available mechanisms. If you choose to disable Location-based Services on your device or to the App, you will not be able to utilize certain features of the Service. By authorizing us to access your location or media files containing location based meta data, you agree and acknowledge that (i) location data we collect from you is directly relevant to your use of the Service and (ii) we may, for so long as you allow the Service to access such location data or meta data, provide Location-based Services related to your location. PLEASE NOTE THAT LOCATION DATA MAY NOT BE ACCURATE, WHETHER COLLECTED ORIGINALLY BY THE APP OR A THIRD PARTY APPLICATION ORIGINATING A PIECE OF MEDIA CONTENT, AND WE HEREBY DISCLAIM ANY AND ALL WARRANTIES RELATED TO LOCATION DATA AND THE LOCATION BASED SERVICES.
App Terms. The terms of this Section 5 govern your acquisition and use of the App.

Third Party Accounts: In order to download the App, you may be required by the third party who is distributing or providing you access to the App, such as Apple or Google (each, a “Distributor”) to create an account. You are solely responsible for maintaining the security of any logins, passwords, or other credentials that you select or that are provided to you to access your account with any Distributor. Your use of any account with a Distributor is subject to any terms, conditions, and policies, including privacy policies, of that Distributor. We are not responsible for any act or omission of any Distributor.

License Grant: Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, we grant you (1) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use one copy of the App downloaded directly from the Service or from a legitimate marketplace (such as Apple’s iTunes store), solely in object code format and solely for your personal use for lawful purposes, on a single compatible mobile device that you own or control; and (2) permission to access and use the Service, only for your personal use, solely through the use of a licensed copy of the App. You may not reproduce, distribute, publicly display, or publicly perform the App. Except if, and solely to the extent that, such a restriction is impermissible under applicable law, you may not (a) decompile, reverse engineer, or otherwise access or attempt to access the source code for the App, or make or attempt to make any modification to or derivative work of the App; or (b) interfere with or circumvent any feature of the App, including without limitation any security or access control mechanism. You may not use the the App for any purpose other than a purpose for which the Service is expressly designed. The term App, as used herein, includes without limitation any update or modification thereto made available to you by us (unless provided with separate terms). If you are prohibited under applicable law from using the App, you may not use them.

Access to the App; Third Party Fees: We do not provide you with the equipment to use the App. You are responsible for all fees charged by third parties to access and use the App (e.g., charges by Carriers). Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any Carrier service plan you use in connection with your use of the Service (such as voice, data, SMS, MMS, roaming, other applicable fees charged by the Carrier). Using the Service may incur data charges in your country of origin and potentially additional data charges when roaming onto other mobile networks internationally. Accordingly, you should use care in selecting a service plan offered by your Carrier.

Special Terms Regarding Apple: If you download software from Apple, Inc.’s App Store, your use of the software must at all times be in accordance with the Usage Rules set forth in the Apple, Inc. App Store Terms of Service, and you acknowledge that this Agreement are between you and us only, and not with Apple. Apple is not responsible for the Service and the content thereof. This Agreement is not intended to provide for usage rules for software that are less restrictive than the Usage Rules set forth for “Licensed Applications” in, or that otherwise conflict with, the App Store Terms of Service. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) maintenance and support; (iii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iv) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of thihs Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Third-Party Services; Linked Websites; Third Party Advertising. We may provide tools through the Service that enable you to export information, including User Content (defined below), to third party services, including through features that allow you to link your account on the Service with an account on the third party service, such as Facebook or any such other third party service or platform connected to the Service. By using one of these tools, you agree that we may transfer that information to the applicable third party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under our control, and we are not responsible for their content. The Service may feature advertisements from Wispi or other companies. Please read our Privacy Policy, which explains the information we share with third parties and how we share it. We make no representations or endorsements, nor are we liable for, any content, goods, or services that any third parties provide to you, even such third party is linked to or from the Service or advertised on the Service.
User Content .

User Content Generally: Certain features of the Service may permit users to make available content on or through the Service, including Messages, photos, pictures, images, data, text, information, Update Announcements, and other types of works (collectively, “User Content”), and to publish or transmit such User Content via the Service. For purposes of this Agreement, “Update Announcements” means your user updates or status notifications, including any related text, images, or other content, that you post via the Service which may be shared with other users. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to or through the Service.

Limited License Grant to Us: By making available User Content on or through the Service (other than Messages, which are defined and subject to the license below), you grant us a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed) in order to perform, provide and enhance the Service. Our use of your User Content may be without any compensation paid to you.

Messages: The Service allows you to send messages to other users on or through the Service (“Messages”). You hereby grant us an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transfer to the intended recipient through the Service and for such other purpose as we may deem appropriate to perform, provide, or enhance the Service, in our sole discretion.

Limited License Grant to Other Users: By posting, publishing, transmitting, sending, or otherwise sharing User Content with another user of the Service, you grant that user a non-exclusive license to access and use that User Content as permitted by this Agreement and the functionality of the Service.

User Content Representations and Warranties: You are solely responsible for your User Content and the consequences of posting, publishing, transmitting, sending, or otherwise sharing User Content. By posting, publishing, transmitting, sending, or otherwise sharing User Content on or through the Service, you affirm, represent, and warrant that:

you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to use and to authorize us and other users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 0 and in the manner contemplated by the Service and this Agreement; and
your User Content, and the use of your User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause us or our users to violate any law or regulation.

User Content Disclaimer: We are under no obligation to edit or control User Content that you or other users post, send, or otherwise make available, and will not be in any way responsible or liable for User Content. We reserve the right, however, to screen, remove, edit, or block, at any time and without prior notice, any User Content that in our sole judgment violates this Agreement or is otherwise objectionable, at our sole discretion and for any or no reason, including without limitation if such User Content: (a) infringes the intellectual property rights of third parties; (b) is of an adult nature and is submitted or shared without any warning to other users; or, (c) is excessive in length. Any User Content, including posted, published, transmitted, sent, or otherwise shared by you are not treated as confidential by us under any circumstances. For your personal safety, you are reminded to be careful about who you share your location or any other content with through the Service. You understand that when using the Service you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to your User Content or other information that you provide to us, and we expressly disclaim any and all liability in connection with the foregoing.

Feedback Grant: If you provide us any feedback, comments, or suggestions regarding the Service, including, without limitation, information regarding how to improve the Service or any other Wispi products or services (“Feedback”), you hereby assign to us all right and title to such Feedback, without any additional compensation to you. You further acknowledge that, by accepting your Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by its employees, or obtained from sources other than you.

Ownership; Proprietary Rights. The Service is owned and operated by Wispi. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service, including without limitation the Virtual Goods (collectively, “Materials”) provided by us are protected by intellectual property and other laws. All Materials contained in the Service are the property of Wispi or our third party licensors. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in this Agreement.

Termination and Modification of this Agreement.

Termination: We expressly reserve the right to terminate this Agreement at our sole discretion, with immediate effect and without any notice to you, for any reason, and/or to take all necessary measures to block your access to the Service and suspend your account, including (but not limited to) in the event where we consider, at our sole discretion, that you have:

breached any terms of this Agreement;
acted contrary to or failed to follow any of our policies;
infringed the intellectual property rights of us or a third party;
instigated or taken part in fraudulent or illegal activities;
committed any other act which has given rise to actual or potential legal action or liability;
committed any other acts of a comparable nature to those above, or for any other reason at our sole discretion.

Modifications: We reserve the right, at our discretion, to modify this Agreement on a going-forward basis at any time, with or without prior notice, and such changes will be effective in accordance with the following. In the case of material changes to this Agreement, we will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window on the Service, or other similar mechanism. The modifications to the Agreement will be effective upon the earlier of (i) your first use of the Service with actual notice of such change, or (ii) 30 days from posting of such change. Your use of the Service following the date that any such change becomes effective constitutes your agreement to be bound by the modified Agreement. If you do not agree to the modified Agreement, your sole and exclusive remedy is to terminate your account and you may no longer use the Service. Disputes arising under this Agreement will be resolved in accordance with the version of the Agreement that was in effect at the time the dispute arose.

Important Information Regarding the Service.

Jurisdiction Restrictions: In the event that the law of the country where you are located at any time imposes restrictions on the use of the Service for any reason, it is your responsibility to ensure you are legally permitted to use the Service.

Export: The Service software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Service software as well as end-user, end-use and destination restrictions issued by national governments. Moreover, the software may not be exported or re-exported to or downloaded by any person or entity subject to US sanctions regardless of location. We are making this software available to you for download only on the condition that you certify that you are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations.

Government Users: The Service software and related documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the software or the related documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this Agreement.

Factors That May Affect the Service: We make our best efforts to provide the Service to our users free of any disruptions. However, we do not warrant that the Service will always operate smoothly. The Service is transmitted through the public internet and public switched telephone network. Factors that are beyond our control may affect your user experience of the Service. Such factors include but are not limited to security, delays and reduced quality of data transmission across the aforementioned networks.

Enhancements and Updates: We reserve the right to add to, remove, or update any of the technical or other features in the Service in our sole discretion, such as to meet user demands, implement any new and innovative technology, or ensure compliance with any relevant regulations that may come into force. You may experience disruption to the Service during such time as these improvements or updates are being implemented.

Your Obligations.

Privacy Policy: Please read carefully our Privacy Policy posted on the Service for information relating to our collection, use, storage and disclosure of your personal information. We take no responsibility for any personal information you decide to release to other users of the Service, via the Service or otherwise. You are advised to exercise extreme caution before releasing any personal information. The Service enables you to a block contact and we invite you to use this feature if you receive abuse, or to contact us via email. Our Privacy Policy, and any Additional Terms, are incorporated by this reference into, and made a part of, this Agreement.

Individual Use: You agree that the Service is for individual personal use only. As such, using the Service for commercial use of any kind is strictly prohibited. You also undertake not to resell the Service to any third parties.

Permission to Send Content: You undertake to ensure that you have the requisite permission, consent, authority, and approval from the intended recipient of any content sent through the Service, and you shall not, in absence or ignorance of such an approval, consent or permission, send or transmit content to the intended recipient using the Service.

Restricted Use: You are not permitted to use the Service to:

post, publish, transmit, send, or otherwise share User Content that is in any way offensive to other users or is illegal or may give rise to criminal conduct or civil liability or is in any other way improper or distasteful;
engage in fraudulent activities of any kind whatsoever;
take any action that is intended to deliberately harm or negatively impact on the availability, quality or performance of the Service in any way whatsoever;
interfere in any way whatsoever with any communication that you are not the intended recipient of;
gather or store any and all information that may be used to identify any individual user;
transmit any unwanted and/or unwelcome communications or content, including but not limited to spit or spam, or any other illegal communications or illegal content of any kind whatsoever;
run any codes, scripts, or instructions of any kind whatsoever, where such codes scripts or instructions function and/operate so as to erase, alter, copy, dismantle or in any other way whatsoever cause harm to the Service;
vish, phish, or pharm or attempt to vish, phish, or pharm for any reason or purposes whatsoever,
intimidate, torment, humiliate, be a nuisance to, or invade the privacy of any other users or third parties;
pose as or pretend to be associated with another individual, partnership, group, company, organization, or enterprise of any kind whatsoever;
use, share, or submit any content which you do not legally own or have lawful permission from the owner to use, share, or submit; or,
use any web crawlers or robots, web mirroring software or offline navigators or any other automated system of any kind whatsoever when logging onto or accessing the Service. We may however allow certain third parties to use web crawlers in order for the general public to search online for information created by us that pertains to the Service. Such web crawlers will not however be permitted to cache or archive any of the said information.

Responsibility for Unauthorized Use: You are solely responsible and liable for communications and actions taken (whether by you or by a person using your device with or without your permission) during and in respect of your use of the Service, including but not limited to calls made to premium rate numbers. In order to prevent unauthorized use, you should ensure that your registered mobile phone number and password are kept confidential and you should not lend your device to any third parties. Unless expressly prohibited by applicable mandatory laws, you agree and acknowledge that we and/or our affiliates, employees, officers or agents shall bear no liability for any and all possible losses of you caused by a third party’s communication line error, technical problem, network or mobile communication terminal failure, system instability and other force majeure events. You hereby agrees and acknowledges that, notwithstanding that you take appropriate steps to minimize such risks, the likelihood of the occurrence of such risks cannot be excluded altogether, and you agree and acknowledge that we and our affiliates, employees, officers or agents will not bear any liability for such risks, including, without limitation, the following:

other software downloaded and installed by the you containing viruses, such as trojan horse, or other malicious code, which threatens the security of the personal information and data and as a result, adversely affects the normal use of the Service; or
the mobile device or mobile communication terminal is infected by a virus or other malicious code or is damaged as a result of you browsing or visiting web pages.

Digital Millennium Copyright Act.

DMCA Notification: Wispi complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints regarding material posted on the Service, you may contact our Designated Agent at:

SG Atlantic Limited (Attn: DMCA)
AIA Central, 1 Connaught Rd Central,
Central, Hong Kong
E-mail:

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of the material that you claim is infringing and where it is located on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Repeat Infringers: Wispi shall, without notice, prohibit any user from accessing or using the Service who is determined by Wispi to be a “repeat infringer.” A repeat infringer is a user who has been notified of infringing activity more than twice.

Payments Generally. You may be required, from time to time, to pay to use the Service or certain features of the Service, including purchases of “Service Credits” (defined below) or certain virtual content, such as stickers, animation, and audio effects (“Virtual Goods”). If you are making a purchase on the Service from Wispi, we may, at our sole discretion, refuse your purchase by credit or debit card from one or more card issuers, or payment by any other method, with or without any notice to you and for any reason. Purchases made on or through other platforms will be subject to those platforms’ payment terms and conditions. If you make a purchase in connection with the Service on or through a third party platform (such as Apple, Google, or PayPal), you are agreeing to such third party’s payment terms, and Wispi is not a party to the transaction. Wispi does not control how you can pay on those third party platforms. Please review those platforms’ terms of service (including applicable payment terms). You agree to pay all fees and applicable taxes incurred by you or anyone using an account registered to you on the Service.

Rates: Credits and/or Virtual Goods are available for use in accordance with the rates provided to you on the Service at the time of purchase. We may change the applicable rates at any time. We reserve the right to publish such changes without any prior notice to you. The new rates will apply following publication of the changes and your subsequent purchase of a Credit and/or Virtual Good. We do not provide price protection or refunds in the event of a price reduction or promotional offering. If you do not accept the new rates, do not make further purchases on the Service.

No refunds. ALL SALES ARE FINAL AND NON-REFUNDABLE. YOU ACKNOWLEDGE THAT WISPI IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED CREDITS OR VIRTUAL GOODS, INCLUDING WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY, OR WHETHER YOU MADE A PAYMENT THROUGH THE SERVICE OR ANOTHER PLATFORM SUCH AS APPLE OR GOOGLE, OR ANY OTHER SITES OR PLATFORMS WHERE WE OFFER OUR SERVICES. IF YOU HAVE MADE A PURCHASE THROUGH A THIRD PARTY PLATFORM (SUCH AS APPLE OR GOOGLE), YOU MAY APPLY FOR A REFUND FROM SUCH THIRD PARTY PLATFORM BUT WISPI MAKES NO GUARANTEES OF ANY SUCH REFUND REQUESTS. IF YOU REQUEST A REFUND FROM WISPI, YOU ACKNOWLEDGE AND AGREE THAT IT IS IN OUR SOLE DISCRETION TO REFUSE OR AUTHORIZE SUCH A REFUND, AND TO CHARGE YOU A HANDLING FEE TO ANY APPROVED REFUNDS. WE RESERVE THE RIGHT TO REFUSE PERSISTENT OR ABUSIVE REFUND REQUESTS AND TO SUBSEQUENTLY TERMINATE THIS AGREEMENT IMMEDIATELY WITHOUT NOTICE TO YOU.

Service Credits.

Payment for Service Credits: In order to use certain features on the Service, you are required to maintain an adequate amount of service credit (“Service Credit” or “Credit”) in your account. You may purchase a Service Credit with your credit or debit card on the App or through the Website, or through any of the methods that we make available from time to time, including through certain third party platforms (such as Apple, Google or PayPal), and in any currency that we make available from time to time. We may, at our sole discretion, stop accepting payment by credit or debit cards from one or more card issuers, or payment by any other methods that we make available from time to time, with or without any reasons and with or without notice to you.

Expiration of Service Credits: A Service Credit becomes inactive if unused by you within the specified number of unused days described to you at the time of purchase, or if no such number is specified, 90 consecutive days (the “Inactive Period”). We may modify the duration of the Inactive Period from time to time, in our sole discretion. An “Inactive Credit” refers to a Credit that is no longer active after the applicable Inactive Period, and is therefore unavailable for use until re-activated. You may re-activate an Inactive Credit during a period of 30 days after it has become inactive (the “Re-Activation Period”) by either pressing the “re-activate” button in your account or by contacting Wispi customer support. An Inactive Credit that is not re-activated within the Re-Activation Period shall expire. An Inactive Credit that is re-activated shall be valid for use for an additional period of 30 days before it expires. We may notify you as and when your Credit is about to become inactive or expired. If you delete your Paid User Account, all unused Credits will be forfeited. An “Expired Credit” refers to a Credit that can no longer be used and is removed from your Credit balance on the Service. A Credit expires on the date the Inactive Period for an Inactive Credit ends (where Inactive Credit is not re-activated), or when the Re-Activation Period ends, as applicable. For more details please refer to our Website payment page.

Billing for Calls: A Credit is used up on a minute by minute basis when they are used for purchasing call minutes. As such, any call duration through the Service shall be rounded up to the nearest minute and the relevant amount of Credit shall be deducted from your Credit balance accordingly.

Auto Recharge: We offer an auto-recharge option for Credits only. You may choose the auto-recharge option at the time you make your initial purchase or any subsequent purchases on the Service. If you would like to deselect the auto-recharge option, you must notify us of your auto-recharge termination as directed on the Service, and we shall take the last auto-recharge payment as your final auto-recharge payment to us unless it is again initiated by you through your Paid User Account. Should you NOT disable the auto-recharge payment method that you previously selected, the same denomination of Credit shall be added to your Credit balance automatically when your Credit is below the specific monetary threshold amount previously selected by you.

Free Promotional Credit: From time to time, we may offer users free promotional Credits (“Promotional Credits”). We are under no obligation to provide Promotional Credits to you, and any Promotional Credit offered to you may expire at any time, in our sole discretion. You are NOT permitted to resell such Promotional Credit to any third parties. Any such reselling or similar behavior shall entitle us to immediately terminate this Agreement. You may be required to follow our telephone number verification procedure before using the Promotional Credit. Promotional Credits may expire at any time within our sole discretion, with or without notice to you. We may (but are under no obligation to) notify you when your Promotional Credit is about to expire. If you choose to de-activate the Service and subsequently re-activate it, you will not be entitled to receive any Promotional Credit received prior to de-activating. Additional Terms may apply to such Promotional Credits or related promotions.

Virtual Goods. If you purchase a Virtual Good(s), the App will download the purchased Virtual Good, to be used on the Service. If you purchase a Virtual Good, you are hereby granted a limited license from Wispi to access and use the Virtual Good(s) on the Service as contemplated by this Agreement. You understand and agree that Virtual Goods are developed by us and our third party licensors, and your purchase of such a license to a Virtual Good(s) as described herein does not transfer you ownership the Virtual Goods. The Virtual Good(s) may begin to download to your account immediately after you have clicked the purchase button or otherwise agreed to purchase the Virtual Good(s) on the Service, and you acknowledge that you will therefore no longer have the right to cancel once we start to supply the Virtual Good(s) to you.

SMS.

SMS Invitations: Should you decide to invite a non-user to use the Service via an SMS invitation, please be aware that this at your sole cost and responsibility. You acknowledge and agree that you alone are the sender of any such SMS invitation, and Wispi does not send the SMS invitation on your behalf. Service Credits cannot be used to fund the SMS invitation. You are responsible for checking any Additional Terms which may apply to SMS invitations, and you represent and warrant that you have the express permission from any individuals who receive an SMS invitation from you.

Promotional Messages: By installing, downloading, or otherwise using the Service, you agree to receive promotional messages through messaging functionality on the Service. If you would not like to receive such messages, you can modify your settings directly on the Service or contact us at .

SMS Character Limits: You may send an SMS message to a non-user of the Service from the chats feature (“Chats”). One message in Chats may contain a maximum of 5 SMSs. Each SMS may contain a maximum of 160 characters of Latin alphabets, or, a maximum of 70 characters of non-Latin alphabets, such as Arabic and Chinese Alphabets. All SMS messages sent will display your sender address which shall take up to 20 characters, thereby reducing the abovementioned maximum of characters by 20 characters. SMS messages sent to certain countries, such as China, may also have a signature appended to the content which shall take up the abovementioned maximum characters by an additional number of characters.

Payment for SMS: You may send a SMS message to a non-user of the Service through the Service using your Credits. The cost of your Credits depends on the country code of the recipient’s mobile number. If your message exceeds the abovementioned character limit, it will be broken down into several messages for up to 5 SMSs in total and you will be charged for each such message sent. In the event a SMS fails to be sent, you will not be charged. You will be able to resend the failed message.

SMS Usage: SMS is available to verified users of the Service only. We do not support group chats or multimedia contents for SMS. We do not guarantee the successful delivery of each of your SMS messages, nor your sender address. For purposes of this Section16, “Sender address” means the number which will appear on the recipient’s device. You are responsible for ensuring that you and your recipients’ mobile device, operating system and any other applicable software are compatible with, and supports, SMS and its related functions. Depending on your recipients’ mobile device, we do not guarantee the successful delivery of any emoji, picture, or other virtual image that you send.

Disputes between Users, or between Users and Third Parties. You agree that all disputes between you and any other user(s) of the Service, or between you and any third party, shall be resolved between you and such other user(s) or third parties directly. You are solely responsible for your interactions with other users of the Service, and with third parties during your use of the Service. By using the Service, you do not surrender any of the rights or causes of action you may have against any other user(s) of the Service; provided, however, that any disputes you have with Wispi are subject to Section 21 and 22.3, as applicable. Wispi, including all Wispi employees, representatives, and agents, are not parties to, have no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to, any communications, transactions, interactions, disputes or any relations whatsoever between users, or between users and third parties.

Indemnity. You agree that you will be responsible for your use of the Service, and you agree to defend and indemnify us and our officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Wispi Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

Disclaimers; No Warranties.

THE SERVICE AND ALL MATERIALS (DEFINED ABOVE) AND ALL OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE WISPI ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE WISPI ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MATERIALS OR ANY OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE WISPI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liability .
IN NO EVENT WILL THE WISPI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY WISPI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE WISPI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 20 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Binding Arbitration and Class Action Waiver If You Live In (or If a Business Your Principal Place of Business Is In) the United States. If you live in (or, if you are a business, your principal place of business is in) the United States, you agree to the following dispute resolution terms for claims arising under or in connection with this Agreement.

Generally: In the interest of resolving disputes between you and Wispi in the most expedient and cost effective manner, you and Wispi agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WISPI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions: Notwithstanding subsection 21.1, we both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (a) bring an individual action in small claims court, (b) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (c) seek injunctive relief or other provisional relief in aid of arbitration from a court of law, or (d) to file suit in a court of law to address intellectual property infringement claims.

Arbitrator: Any arbitration between you and Wispi will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Wispi.

Notice; Process: A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Wispi’s address for Notice is: AIA Central, 1 Connaught Rd Central, Central, Hong Kong. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Wispi may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Wispi shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Wispi shall pay you (a) the amount awarded by the arbitrator, if any, (b) the last written settlement amount offered by Wispi in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.00, whichever is greater.

Fees: In the event that you commence arbitration in accordance with this Agreement, Wispi will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Santa Clara County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephonic hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. 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 AAA Rules. In such case, you agree to reimburse Wispi for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 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 14 days of the arbitrator’s ruling on the merits.

No Class Actions: YOU AND WISPI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Wispi agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications: In the event that Wispi makes any future change to this arbitration provision (other than a change to Wispi’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Wispi’s address for Notice, in which case your account with Wispi shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.

Enforceability: If Subsection 21.3 is found to be unenforceable or if the entirety of this Section 21 is found to be unenforceable, then the entirety of this Section 21 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 22.3 shall govern any action arising out of or related to this Agreement.

Miscellaneous.

Support: You may contact us in relation to any problems that you experience in respect of the Service by emailing Wispi customer support.

Entire Agreement; Severability; Waiver; Assignment:This Agreement, together with the Privacy Policy, any Additional Terms, and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between you and Wispi regarding your use of the Service. Except as expressly permitted above, this Agreement may be amended only by a written agreement signed by authorized representatives of all parties to this Agreement. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of this Agreement, any provision that by its nature or express terms should survive, will survive, including Sections 1, and 4 through 22.

Governing law; Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region and shall be subject to the exclusive jurisdiction of the courts of Hong Kong. Except to the extent that: (i) any applicable additional terms incorporated into this Agreement provide differently, or (ii) the applicable laws and regulations of your jurisdiction mandate otherwise (for instance, you may have statutory rights in your jurisdiction in relation to bringing or defending claims in a local court (including small claims court, or similar court)), any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with this Agreement, including their existence, validity, interpretation, performance, breach or termination, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of the arbitration will be Hong Kong. There will be one arbitrator only. The arbitration proceedings will be conducted in English.

Language: The English version of this Agreement may be translated into other languages. In the event that any inconsistency or discrepancy exists between the English version and a version in another language, the version in the English language shall prevail.

Consent to Electronic Communications: By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Open Source Software: The App may include open source software or third party software. Any such software is made available to you under the terms of the applicable licenses.

Contact Information:The Service is offered by SG Atlantic Limited, located at AIA Central, 1 Connaught Rd Central, Central, Hong Kong. You may contact us by sending correspondence to that address or by emailing us at .

Obtaining a Copy of This Agreement: You may have this Agreement mailed to you electronically by sending a letter to the address in Section 22.7 with your electronic mail address and a request for a copy of this Agreement.