Terms and Conditions

Terms

TERMS OF USE Effective Date: September 1, 2018 (Last Updated: September 1, 2018) SPACKLE Inc (“Spackle” or “We”) provides an interactive software product (“App”) via online services such as the Apple iTunes App Store and Google Play Store. We own and operate www.spackle.co (our “Site”) to provide access to information about Spackle and the App(s) (our “Content”). Please read the following terms and conditions (“Terms of Use”) carefully. These Terms of Use govern your access to and use of our App, Site and Content (defined below) and set forth the legally binding terms for your use of the App and Content. Our App, Site and Content are available for individuals aged 13 years or older.

BY ACCESSING OR USING OUR SITE OR BY PURCHASING, DOWNLOADING AND/OR INSTALLING OUR APP, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OLD AND THAT YOU HAVE READ AND UNDERSTAND AND ACCEPT THESE TERMS OF USE AND YOU AGREE AND UNDERSTAND THAT YOU ARE BOUND BY THESE TERMS OF USE AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED IN THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION OUR PRIVACY POLICY LOCATED AT www.spackle.co/privacy. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE OUR SITE, APPS OR CONTENT. We reserve the right to amend these Terms of Use in any and all respects at any time. IF YOU ARE NOT AT LEAST 13 YEARS OLD AND/OR YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY (1) REFRAIN FROM USING THE SOFTWARE AND ANY OTHER MATERIALS ASSOCIATED WITH THE SOFTWARE, (2) COMPLETELY DELETE ALL COPIES OF THE SOFTWARE AND ALL RELATED FILES FROM YOUR DEVICE. IN ADDITION TO THE FOREGOING, IF YOU ARE PURCHASING, DOWNLOADING AND/OR INSTALLING OUR APP FROM AN ONLINE SERVICE SUCH AS APPLE ITUNES APP STORE OR GOOGLE PLAY STORE, YOU REPRESENT THAT YOU ARE NOT LOCATED IN A COUNTRY EMBARGOED BY THE UNITED STATES AND/OR ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY-DESIGNATED NATIONALS. IF YOU DO NOT MEET THIS REQUIREMENT, YOU MUST IMMEDIATELY (1) REFRAIN FROM USING THE SOFTWARE AND ANY OTHER MATERIALS ASSOCIATED WITH THE SOFTWARE, (2) COMPLETELY DELETE ALL COPIES OF THE SOFTWARE AND ALL RELATED FILES FROM YOUR DEVICE.

We reserve the right to modify or discontinue the Site, App or Content in any and all respects. You agree to checkwww.spackle.co/terms periodically for new information and terms that govern your use of our services. Revisions to terms affecting existing services shall be effective thirty (30) days after posting at spackle.co/terms. Terms for new services are effective immediately upon posting at www.spackle.co/terms.

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‍Table of Contents

Certain Definitions
Intellectual Property Rights
Contributing Third Party Content
Takedown Procedure under the U.S. Digital Millennium Copyright Act
Contributing User Content; License Grant to Us
Third Party Services
Privacy
Rules of Conduct
Termination
NO WARRANTY
LIMITATION OF LIABILITY
Indemnity
Injunctive Relief
Controlling Law and Jurisdiction
Entire Agreement; Severability; Waiver
Notices

1. Certain Definitions

Certain types of content are made available through the Site and/or App. “Content” includes, but is not limited to, the software, data, technology, text, forum posts, chat posts, profiles, widgets, messages, links, e-mails, music, sound, graphics, pictures, images, illustrations, forms, video, code, and all audio visual or other material appearing on or emanating to and/or from the Site or App, including their look and feel attributes, as well as the design and appearance of the Site, the Spackle trademarks and logos and other content made available through the Site and App. “User Content” means any text, data, graphics, images, photos, video or audiovisual content, hypertext links and any other content uploaded, transmitted or submitted by individual users to the Site or App, including through use of any widget.

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2. Intellectual Property Rights

The Site, App and Content are owned by Spackle or Spackle’s third-party licensors and are protected by U.S. copyright laws, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not copy or download any Content unless you are expressly authorized to do so. You do not acquire any ownership rights in our Site, App or Content by using the Site, App or Content. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to Content or App. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of App or Content. We reserve all rights in our Site, App and Content that are not expressly granted to you in these Terms of Use. Making unauthorized copies of App and/or Content found on the Site will result in the termination of your rights to use the Site and App and further legal action. We or our licensors and exclusive licensees may take criminal or civil action against you for unauthorized use of intellectual property. You agree to indemnify and hold us and our employees, representatives, agents, licensees and providers of Third-Party Services linked to our Site and App harmless from any unauthorized or illegal conduct by you, or through the use of the Site or App. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, products and Content (“Feedback”). You may submit Feedback by emailing us at [email protected]. You acknowledge and agree that all Feedback will be our sole and exclusive property and you hereby irrevocably assign to Spackle and its licensees and successors and assigns, and agree to irrevocably assign to Spackle and its licensees and successors and assigns all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

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3. Contributing Third Party Content

We respect the intellectual property rights of others. You must have the legal right to upload User Content to the Site or App. You may not upload or post any User Content that is protected by copyright, trademark or other intellectual property rights unless (i) you are the owner of all of those rights or (ii) you have the prior written consent of the owner(s) of those rights to make such use of that User Content. We may, without prior notice to you and in our sole judgment, remove User Content that may infringe the intellectual property rights of a third party. If you are an infringer of our or a third party’s intellectual property rights, we may terminate your right to access the Site or App without notice to you. If your access is terminated to the Site or App as a result of any infringement of intellectual property rights, you are not entitled to a refund for any fees you have paid.

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4. Takedown Procedure under the U.S. Digital Millennium Copyright Act

We have adopted and implemented a policy respecting the U.S. copyright law that provides for the removal of User Content that infringes the rights of third parties and, in appropriate circumstances, disabling access to the Site and/or App and/or Content of users who are infringers of intellectual property rights, including copyrights under U.S. law. If you believe that one of our users is, through the use of one of our App or Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed from our Site or App(s), the following information in the form of a written notification (pursuant to 17 U.S.C. - 512(c)) must be provided to our designated Copyright Agent: 1. Identification of the copyrighted work(s) that you claim to have been infringed; 2. Identification of where the infringing material is located on our Site or products; 3. A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; 4. A statement that the information in the notification is accurate, and that under penalty of perjury, you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner; 5. Your address, telephone number, and e-mail address; and 6. Your physical or electronic signature. Please note that pursuant to 17 U.S.C. - 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Spackle in connection with the written notification and allegation of copyright infringement. Our designated Copyright Agent can be contacted at [email protected].

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5. Contributing User Content; License Grant to Spackle

When you contribute User Content to the Site or a App, you expressly grant to us and our licensees, successors and assigns, a non-exclusive, perpetual, worldwide, complete, irrevocable, fully-paid and royalty-free right to quote, re-post, use, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the User Content, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party. You grant us all licenses, consents and clearances to enable us to use such User Content for such purposes. You waive and agree not to assert any moral or similar rights you may have in such User Content.

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6. Third Party Services

The Site and App may contain or link to third-party websites or resources, such as Apple iTunes App Store, Google Play Store, Amazon Appstore for Android, Samsung Appstore, and websites owned and operated by publishing and distribution partners (“Third Party Services”) where you can access the content, products, or services on or available from such websites or resources (“Third Party Materials”). Third Party Services, Third Party Materials and links to other websites are provided solely as a convenience to you, and links to such Third Party Services do not imply any endorsement by us of such Third Party Services or Third Party Materials available from such websites or resources nor do such links imply an endorsement by the providers of such Third Party Services or Third Party Materials of us, or the App or Content. You acknowledge and agree that (i) we are not responsible or liable for examining or evaluating the content, the availability or accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, maintenance or support, or any other aspect of such Third Party Services or Third Party Materials, and (ii) the providers of such Third Party Services or Third Party Materials are not responsible or liable for examining or evaluating the content, the availability or accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, maintenance or support, or any other aspect of our Site, App and Content. We encourage you to review the terms of use or terms of service of any other Third Party Services provider from whom you request services, because by visiting a Third Party Service that is linked to the Site or App, you will be governed by such party’s terms of use or terms of service and privacy policy and you should consult that site’s terms of use or terms of service, and that site’s privacy policy before entering and using that site and before providing any personal information.

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7. Privacy

Personal information gathered in connection with your use of the Site or App or submitted with User Content shall be held by Spackle in compliance with Spackle’s Privacy Policy, which is incorporated herein by reference. See our Privacy Policy at www.spackle.co/privacy [LINK]for information and notices concerning our collection and use of your personal information. If you have any questions about our Privacy Policy, please contact us at [email protected]. Because we cannot control the activities of third parties (including the providers of such Third-Party Services or Third-Party Materials), we cannot accept responsibility for any use of your personal information by such third parties, and we cannot guarantee that they will adhere to the same privacy and security practices as we do. We encourage you to review the privacy policies of any other Third Party Services provider from whom you request services, because by visiting a Third Party Service that is linked to the Site or App, you will be governed by such party’s terms of use or terms of service and privacy policy and you should consult that site’s terms of use or terms of service and that site’s privacy policy before entering and using that site and before providing any personal information.

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8. Rules of Conduct

By agreeing to these Terms of Use you acknowledge that you may not: Post, transmit, promote, or distribute User Content that is illegal. Impersonate another person (including celebrities); indicate falsely that you are our employee or our representative, or attempt to mislead users by indicating that you represent us or any of our partners or affiliates. Engage in any commercial activities, including but not limited to any attempts to raise money for anyone or advertise or promote a product, service, website, pyramid scheme or multi-tiered marketing scheme. Attempt to get a password, account information, or other private information from any user. Upload any software or User Content that you do not own or have permission to freely distribute. Promote or encourage any illegal activity including hacking, cracking or distribution of counterfeit software. Upload files that contain a virus or corrupted data. Post messages for any purpose other than personal communication, including advertising or promotional messaging, chain letters, pyramid schemes, or other commercial activities. Use or distribute “auto” software programs, “macro” software programs or other “cheat utility” software program or applications. Modify any part of the Site, App or Content that we do not specifically authorize you to modify. Attempt to interfere with, hack into or decipher any transmissions to or from our servers. Attempt to use App on or through any service that is not controlled or authorized by us. Interfere with the ability of others to enjoy playing a App or take actions that interfere with or materially increase the cost to provide App for the enjoyment of all its users. Specific Third Party Services may also post additional rules that apply to your conduct on those services. You must also obey all applicable laws, regulations and rules that apply to your activities when you use the Site or App. If you encounter another user who is violating any of the Rules of Conduct, please report this activity to Spackle at [email protected].

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9. Termination

We reserve the right to terminate your access and to prevent your use of any and all of our Site or App if you engage in illegal activity or violate these Terms of Use. We will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site and App security issues, to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that we have no obligation to monitor your access to or use of the Site, App or Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and App, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. In addition, if as a result of our monitoring your access to or use of the Site, App or Content, we find that you have not accessed or used the Site or App for a period of twelve (12) months or more, we reserve the right to terminate your account. We reserve the right, at any time and without prior notice, to remove or disable access to any Content or other content, including any User Content, that we, in our sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Site or App.

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10. NO WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE, APPS AND CONTENT, AS WELL AS THE THIRD-PARTY SERVICES LINKED TO OUR SITE AND APPS, AND THE THIRD-PARTY MATERIALS OFFERED THROUGH SUCH LINKS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, APPS AND CONTENT AND ANY THIRD PARTY SERVICES OR THIRD PARTY MATERIALS PERFORMED OR PROVIDED BY THE SITE OR PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE AND THE PROVIDERS OF THE THIRD PARTY SERVICES LINKED TO OUR SITE AND APPS, AND THE THIRD PARTY MATERIALS OFFERED THROUGH SUCH LINKS, HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE, APPS AND CONTENT AND ANY THIRD PARTY SERVICES AND THIRD PARTY MATERIALS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, APPS AND CONTENT, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SITE, APPS AND CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ANY ERRORS IN THE OPERATION OF THE SITE, APPS OR THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES OR BY THIRD PARTY SERVICES LINKED TO OUR SITE AND APPS SHALL CREATE A WARRANTY. SHOULD THE SITE, APPS, CONTENT, THIRD PARTY SERVICES OR THIRD-PARTY MATERIALS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION INCURRED BY YOU AS A RESULT OF YOUR USE OF THE SITE, APPS, CONTENT, THIRD PARTY SERVICES OR THIRD PARTY MATERIALS. FOR THE AVOIDANCE OF DOUBT, WE ARE NOT AUTHORIZED TO MAKE AND DO NOT MAKE ANY WARRANTIES ON BEHALF OF THE PROVIDERS OF THE THIRD PARTY SERVICES LINKED TO OUR SITE AND APPS, AND THE THIRD PARTY MATERIALS OFFERED THROUGH SUCH LINKS, AND OUR LICENSEES AND THE PROVIDERS OF THE THIRD PARTY SERVICES LINKED TO OUR SITE AND APPS, AND THE THIRD PARTY MATERIALS OFFERED THROUGH SUCH LINKS ARE NOT AUTHORIZED TO MAKE AND DO NOT MAKE ANY WARRANTIES ON BEHALF OF OUR SITE, APPS OR CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

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11. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE OR ANY OF OUR EMPLOYEES, REPRESENTATIVES, AGENTS OR LICENSEES BE LIABLE FOR PERSONAL INURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE, PRODUCTS, CONTENT, THIRD PARTY SERVICES OR THIRD PARTY MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIVE DOLLARS (US$5). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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12. Indemnity

You agree to defend, indemnify, and hold us and our employees, representatives, agents, licensees and providers of Third Party Services linked to our Site and App harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Content you submit to us, your access to or use of our Site, App or Content, or your violation of these Terms of Use.

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13. Injunctive Relief

You agree that a breach of these Terms of Use will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to seek equitable relief in addition to any remedies we may have hereunder or at law without a bond, other security or proof of damages.

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14. Controlling Law and Jurisdiction

These Terms of Use and any action related thereto will be governed by the laws of the State of California (USA) without regard to its conflict of laws provisions. Any legal suit, action or proceeding arising out of, or related to, these Terms of Use, the App or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Los Angeles County, California; although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your state or country of residence or any other relevant state or country if different from the State of California and the United States. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

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15. Entire Agreement; Severability; Waiver

These Terms of Use constitute the entire and exclusive understanding and agreement between Spackle and you regarding the Site, App and Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Spackle and you regarding the Site, App and Content. You agree that these Terms of Use are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms of Use. You also understand and agree that these Terms of Use and our Privacy Policy [LINK] incorporated by reference into these Terms of Use, including our enforcement of those policies, are not intended to confer, and do not confer, any rights or remedies upon any third party. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, our original intentions, and the remaining portions shall remain in full force and effect. Our failure to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision.

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16. Notices

You consent to the use of (i) electronic means to complete these Terms of Use and to deliver any notices or other communications permitted or required hereunder and (ii) electronic records to store information related to these Terms of Use or your use of the Site, App or Content. Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given (x) by us via email (in each case to the address that you provide) or (y) by posting to the Site or App. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

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