Wrapp provides an online platform through which users can use, send and receive certain digital gift and promotional cards (each, a “Wrapp Card”) (such services, the “Wrapp Services”). For purposes of this agreement, the terms “you” and/or “your” refers to the person accessing our application and online platform (the “Wrapp Platform”) and using the Wrapp Services or the company or organization on whose behalf a person accesses the Wrapp Platform and uses Wrapp Services.
In this Agreement (as defined below), “Wrapp”, “we”, “us” and “our” means Wrapp Operations Sweden AB, a Swedish company with corporate identification number 556868-5712 and with its registered address at Döbelnsgatan 24 in 11352 Stockholm, Sweden, and Wrapp US, Inc., a company registered under the laws of the state of Delaware, with its registered address at c/o Offereins Janda Roe & McCahan, 987 University Avenue, Suite 6, Los Gatos, CA 95032, United States.
B. By registering for a Wrapp Account and accepting the terms of this Agreement, you confirm that you are:
At least 18 years of age (or 19 years of age if you reside in a jurisdiction where the age of majority is 19), or
Between 13 and 17 years of age and using the Wrapp Platform and Wrapp Services with the permission and consent of your parents or legal guardian.
C. We reserve the right to refuse to register a Wrapp Account or to terminate a Wrapp Account if these criteria are not met.
D. Your use of the Wrapp Platform or Wrapp Services on or through a Device owned or controlled by a company, organization or other person indicates your authority to access the same for and on behalf of such company or organization or other person, and you hereby represent and warrant that you have such authority, and agree to be bound by the Agreement. Any such use will evidence the irrevocable acceptance of and agreement to this Agreement by you, as well as such company, organization or other person. Additionally, any use of the Wrapp Platform or Wrapp Services by a company, organization or other person that is undertaken on your behalf, either at your direct or indirect request, direction or authorization, will evidence the irrevocable acceptance of and agreement to this Agreement by you.
The Wrapp Platform functions as a digital community for people to obtain promotional offers from merchants and to celebrate and be celebrated by friends and family by claiming, sending and receiving Wrapp Cards. The Wrapp Platform directs unique offers to users related to their demographics, Social Network profile, interests and behaviors. The Wrapp Platform and Wrapp Services are made available on our website located at http://www.wrapp.com, on our mobile applications available for iPhone and Android, and on Social Networks with which we have partnered and via third-party application stores.
A. Registering Your Account
A.1 To be able to use Wrapp Services and use, send and receive Wrapp Cards, you are required to register for a Wrapp Account. You can register using an e-mail address and password that you determine. You can also register using an existing Social Network account. By registering with your e-mail address, you will still have access to the Wrapp Platform though the functionality and Wrapp Cards available to you may be limited given our limited ability to obtain information about you. By allowing us to connect your Social Network account to the Wrapp Platform, you will be able to access the full functionality and breadth of Wrapp Cards that we and Merchants make available from time to time. Each user, whether registered with an e-mail address or a Social Network account, is referred to as a “User”. When registering for a Wrapp Account, you agree to provide only accurate and complete information and to keep this information up-to-date.
A.2 Wrapp relies on the relevant log-in credentials (either your e-mail address and password or your Social Network account log-in and password) to authorize you as a User of Wrapp Services. You are solely responsible for any and all access to your Wrapp Account and the Wrapp Platform by persons using your log-in credentials. If someone other than yourself accesses your Wrapp Account or the Wrapp Platform by using your log-in credentials, we will rely on log-in credentials and you agree that such access to the Wrapp Platform will constitute access made by you personally. If you become aware that your log-in credentials is being used without authorization, please notify us immediately by sending an e-mail to firstname.lastname@example.org.
A.4 By utilizing your Social Network credentials to log into the Wrapp Platform or to use the Wrapp Services, you expressly authorize Wrapp to receive certain of your information that is available on or through your Social Network account, including, your profile information (including your profile photo), friends or follower names, privacy settings and certain other information that will be disclosed to you, and approved by you, during the log-in process; and you also authorize Wrapp to generate and publish on your Social Network news feed and timeline (as applicable) actions you take on the Wrapp Platform or while using the Wrapp Services, and to allow you to interact with your Social Network friends on the Wrapp Platform or while using the Wrapp Services. You agree to allow each such Social Network to receive information concerning the actions you take on the Wrapp Platform or your use of Wrapp Services. In the event you no longer want the Wrapp Platform or Wrapp Services to publish your Wrapp activity, or want to otherwise limit the ways in which the Wrapp Platform or Wrapp Services interact with your Social Network account, you can always disable aspects of this feature by changing your Social Network application settings.
B. Wrapp Cards
B.1 The Wrapp Services provide you the opportunity to claim, use, give and receive electronic Wrapp Cards provided by various third-party businesses (“Merchants”), each of which may be used for the purchase of products and services at the stores or on the websites of the issuing Merchant. You must have an active Wrapp Account in order to claim, use, send or receive Wrapp Cards.
B.2 There are three categories of Wrapp Cards available through the Wrapp Services:
The Merchants who participate in the Wrapp Services can choose to have Wrapp offer Wrapp Cards for promotional purposes (”Sponsored Cards”). Sponsored Cards may be claimed directly by Users or gifted by Users to their friends. Sponsored Cards may be made generally available for all Users, or may be targeted to groups of recipients, based on eligibility criteria established by the Merchant, which is then matched by Wrapp with information available through the recipient’s Social Network account. Accordingly, some Sponsored Cards may be available to only certain Users and not others, whether directly by Wrapp or as a give-away to friends based on the eligibility criteria established by the Merchant. Sponsored Cards made available by Wrapp may be accessed from time to time on the Wrapp Platform, or if directly targeted to a User, the User will be notified that they have received a Wrapp Card directly from Wrapp and that the Wrapp Card is offered in the User’s Wallet (defined below). Sponsored Cards may be available in predetermined dollar amounts, for a specific product or service, as a discount to be applied to a given purchase, or in the form of any other promotion that a Merchant may determine from time to time, all as set forth with the given Sponsored Card and its Card-Specific Terms (as defined below). Sponsored Cards are subject to expiration dates set by the issuing Merchant, which will vary. The expiration date applicable to a specific Sponsored Card is stated on the Sponsored Card.
Users of Wrapp Services can choose to purchase gift cards (“Paid Gift Cards”) from Wrapp. Paid Gift Cards are offered by Wrapp in several predetermined values. To give a Paid Gift Card to a friend, you first select the Merchant from which you would like to purchase the Paid Gift Card and then choose the value of the Paid Gift Card. To purchase a Paid Gift Card you choose the payment type (i.e., PayPal, debit or credit cards), provide the appropriate payment information and complete your purchase. Shortly thereafter you will receive a confirmation of the purchase and the amount charged to your PayPal or credit card account by Wrapp. Paid Gift Cards will not be available for use until full payment has been authorized. Paid Gift Cards may be subject to expiration depending on the regulations of a given territory. The expiration date applicable to a specific Paid Gift Card, if any, is stated on the Paid Gift Card.
Users of Wrapp Services may also be able to add value to certain Sponsored Cards (and we refer to any such Sponsored Card as a “Hybrid Gift Card”), but this is only possible by making an additional payment in relation to that Sponsored Card. Hybrid Gift Cards may be subject to expiration depending on the regulations of a given territory. The expiration date applicable to a specific Hybrid Gift Card, if any, is stated on the Hybrid Gift Card.
B.3 All Wrapp Cards are subject to specific terms established by Wrapp and the issuing Merchant (“Card-Specific Terms”). These Card-Specific Terms are presented to the User who elects to use the Wrapp Card or who selects a Wrapp Card to send to a friend and also appear on the Wrapp Card itself. Should there be any conflict between the Card-Specific Terms and this Agreement, the Card-Specific Terms will control to the extent of such conflict.
B.4 When a friend sends you a Wrapp Card through the Wrapp Platform, you will be notified that you have received the Wrapp Card via an e-mail or a notification posted to your Social Network account. If a User attempts to send you a Wrapp Card, but you have not yet registered for a Wrapp Account, you will receive an e-mail or Social Network notification prompting you to register for a Wrapp Account. You must register for a Wrapp Account in order to receive the Wrapp Card. Upon receipt, or upon your selection of the given Wrapp Card, all Wrapp Cards are stored in your Wrapp “Wallet” which is accessible through the Wrapp website and mobile application.
B.5 For users in the US no more than USD $2,000 may be associated with a single Wrapp Card on any day and no User may buy or send Wrapp Cards in an amount of USD $10,000 or more in a single day in one or more transactions.
C. Redemption of Wrapp Cards
C.1 All Wrapp Cards are redeemable only with the Issuing Merchant and may not be redeemed for cash, except to the extent required by law.
C.2 Depending on the Merchant and Card-Specific Terms applicable to a Wrapp Card, you may redeem Wrapp Cards by going to the relevant Merchant’s physical location and/or by visiting the Merchant’s website. Some Wrapp Cards can be redeemed in both ways; others may be limited to one redemption method. To redeem a Wrapp Card at a physical Merchant location, you must access your Wallet through Wrapp’s mobile application and select the Wrapp Card you wish to redeem. You will be prompted to press a “use” button and a barcode will be displayed on the screen of your mobile device which can be scanned by the cashier. To redeem a Wrapp Card online at a Merchant’s website, you must first go to the Wrapp website or mobile application and choose to activate the Wrapp Card. Once activated, Wrapp will generate a code which may be entered through the checkout page of the Merchant’s website. Please note that once you activate a Wrapp Card you will have a limited time period (as stated in the Wrapp Platform) to access the Wrapp Card code and redeem the Wrapp Card. If you do not use the Wrapp Card code within that limited time period, the Wrapp Card will be returned to your Wallet and you will need to activate the Wrapp Card again in order to redeem the Wrapp Card. The full promotional value of a Sponsored Card must be redeemed in one transaction (i.e., Sponsored Cards may not be used for multiple transactions). If you use a Hybrid Gift Card or Paid Gift Card for a transaction that is less than the value of the Hybrid Gift Card or Paid Gift Card, depending on the Merchant: (i) the transaction value will be deducted from the gift card and the gift card (with its remaining value) will remain in your Wallet; or (ii) the Merchant will provide you with a physical gift card or gift certificate for the remaining value. No cash redemption or other credit will be provided by Merchants (unless they are required to do so under applicable laws). You may also be required to present a valid photo ID when redeeming a Wrapp Card in the Merchant’s store or other business.
C.3 Keep in mind that Wrapp Services can be accessed from several countries. Some products or services may be provided by Merchants only in certain geographical areas and jurisdictions. Wrapp therefore reserves the right to exclude the provision of certain Wrapp Cards to certain geographical areas and jurisdictions. Wrapp does not warrant that any products or services promoted on the Wrapp Platform will be available for purchase by a particular person in a particular country.
C.4 Merchants are obligated to honor Wrapp Cards in compliance with this Agreement and applicable laws. If a Merchant refuses to honor a valid Wrapp Card, then, with respect to Paid Gift Cards and Hybrid Gift Cards, Wrapp will refund the paid portion, if any, of the Paid Gift Card or Hybrid Gift Card in the form of a credit for a new Paid Gift Card or Hybrid Gift Card, unless other compensation is required by applicable law. In order to receive such credit, you must provide the following information, in writing, to email@example.com:
Identification of the Wrapp Card and the Merchant from which you sought to redeem the Wrapp Card;
Information regarding the date, time and circumstances under which the Merchant refused to redeem the Wrapp Card;
The e-mail address associated with the Social Network account that you used to access the Wrapp Platform or the e-mail address registered with your Wrapp Account; and
A statement, which is legally binding, in which you certify that the Wrapp Card has never been redeemed with the Merchant.
C.5 Wrapp Cards may not be redeemed as payment for taxes, tips, prior balances, shipping or handling. Neither Wrapp nor its Merchants are responsible for lost or stolen Wrapp Cards or Wrapp Card reference numbers.
D. Right of Withdrawal and Refunds
For any purchases of Paid Gift Cards and Hybrid Gift Cards outside of the United States you are entitled to withdraw from your purchase of a Paid Gift Card or the paid portion of a Hybrid Gift Card within fourteen (14) days from the day you purchased the Wrapp Card (provided that any portion of the Wrapp Card has not yet been redeemed at that point in time) by sending a notice thereof to firstname.lastname@example.org from the same e-mail account you have associated with your Wrapp Account.
For any purchases of Paid Gift Cards and Hybrid Gift Cards in the United States all sales are final. Wrapp may, in its sole discretion, honor refund requests of a Paid Gift Card or the paid portion of a Hybrid Gift Card meeting the following criteria:
1) The full balance is remaining on card;
2) The refund/cancellation request is made within 30 days of purchase date, by the purchaser (i.e., not the recipient);
3) The purchaser must e-mail email@example.com for authentication from the same e-mail account as the User have associated with Wrapp; and
4a) The gift card has not yet been delivered to recipient,
Upon receiving an eligible refund request, Wrapp will provide a full refund for the Paid Gift Card or the paid portion of a Hybrid Gift Card to the purchaser of the Wrapp Card. Wrapp cannot provide any refund in relation to an expired Wrapp Card, unless required to do so by mandatory law in the jurisdiction of the purchaser of the Wrapp Card. In case a Merchant ceases to carry on its business Wrapp will also provide refunds for valid Paid Gift Cards or Hybrid Gift Cards which cannot be redeemed in the form of a credit for a new Paid Gift Card or Hybrid Gift Card with another Wrapp Merchant.
E. Merchant Responsibility
Wrapp provides and sells Wrapp Cards to be redeemed at the physical or online businesses of its Merchants. However, the Merchants are the issuers of the Wrapp Cards and the sellers of the products or services for which a Wrapp Card can be redeemed. By receiving or independently obtaining a Wrapp Card, the User acquires only the right to redeem the Wrapp Card online or at the business of the participating Merchant in accordance with the terms set out in this Agreement and the Card-Specific Terms applicable to the Wrapp Card. Wrapp does not have any responsibility for the quality of the products or services provided by Merchants, and Wrapp expressly disclaims any and all liability for any direct or indirect damages, costs or other losses related to products or services provided by Merchants to Users.
F. Special Promotional Activities
From time to time Wrapp may offer special promotions, contests and/or sweepstakes intended to provide incentives to Users who purchase or otherwise obtain Wrapp Cards. The applicable rules for such special promotional activities will be posted on the Wrapp Platform in connection with the description of each promotion.
You are solely responsible for the maintenance of your Device or any other equipment used to access the Wrapp Platform and Wrapp Services. You are also required to have the most recent version of the software for the Wrapp Platform in order to use Wrapp Services.
A. Wrapp grants you a limited, revocable, non-exclusive, non-sublicensable and non-assignable license to access and use the Wrapp Platform and Wrapp Services for your personal, non-commercial use, subject to all of the terms and conditions of this Agreement.
B. The limited license above grants you rights for personal, non-commercial use. This section further limits your rights. You should read it carefully.
B.1 You acknowledge and agree that your personal, non-commercial use means, for the avoidance of doubt, using the Wrapp Platform and/or Wrapp Services solely for their intended purpose – which is to obtain (and/or provide to others) Wrapp Cards for use with Merchants as more fully described in Section 3 above. You are not permitted to use the Wrapp Platform and/or Wrapp Services for any other purpose, including, without limitation, to (i) analyze, review or obtain information regarding the functionality, features, content, materials or individual elements of the Wrapp Platform or Wrapp Services, whether for commercial purposes or otherwise, (ii) develop any service, software or business that competes with, or is similar to, or that imitates, the Wrapp Platform or Wrapp Services, or any of the functionality, features, content, materials or individual elements thereof, (iii) copy or imitate the business model, look and feel, or other features, functionality, content, materials or individual elements of the Wrapp Platform or Wrapp Services, (iv) offer or explore the possibility of offering any service, software or business that solicits any of the vendors, Merchants, advertising partners, and customers of Wrapp for commercial purposes, including, without limitation, for the purpose of soliciting such parties to engage in commercial activities with your service, software or business, or (v) obtain information regarding end users, advertisers or Merchants.
B.2 If you violate any portion of Section 5.B.1 above, you acknowledge, agree and confirm that any software, service or business (and any and all revenue therefrom) created, designed or developed by you that is based on or is a derivative work of the Wrapp Platform or Wrapp Services, or any of the functionality, features, content, materials or individual elements thereof (collectively, a ”Commercial Work”), shall be held by you in constructive trust for the benefit of and on behalf of Wrapp until such time that such Commercial Work can be duly assigned to Wrapp. You expressly acknowledge and consent to such constructive trust, and expressly agree to, upon written notice from Wrapp, execute and deliver any and all documents deemed reasonably necessary or appropriate by Wrapp to evidence the due assignment to Wrapp of any such Commercial Work.
C. Additionally, you may not (i) remove any trademarks, copyright notices or any other notice contained in any content, materials or individual elements provided on or through the Wrapp Platform or Wrapp Services, (ii) except as expressly permitted in this Agreement, reproduce, download, modify, publish, distribute, transmit, disseminate, broadcast, transfer, license, sell, rent, lease, adapt, create derivative works of, publicly display or perform, or in any other way exploit the Wrapp Platform or Wrapp Services, or any features, functionality, content, materials or individual elements thereof, (iii) make any commercial use or any derivative use of any of the Wrapp Platform or Wrapp Services or any of the functionality, features, content, materials or individual elements thereof, or (iv) disassemble, decompile or reverse engineer the Wrapp Platform or Wrapp Services or any other materials made available on or through the Wrapp Platform or Wrapp Services or used to provide any of the Wrapp Platform or Wrapp Services.
D. Your permission to access the Wrapp Platform and use Wrapp Services and to use the copyrights and trademarks of Wrapp under the limited license described above is further conditioned upon your agreement that you:
Will comply with all of the terms and conditions of this Agreement;
Are solely responsible for your activities on the Wrapp Platform and that you will respect other Users of Wrapp Services in your interactions with them and that you will not submit any content or other materials on the Wrapp Platform (including but not limited to chat postings, your Social Network profile information, links and pictures) that:
may be considered libelous, fraudulent, misleading, inaccurate, defamatory, pornographic, obscene, vulgar, indecent, abusive, harmful, hateful, threatening, harassing, bullying, tortuous, invasive of another’s privacy, or racially, ethnically or otherwise objectionable or unlawful, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law, regulation or standard of conduct;
discloses private or personal matters concerning any person;
infringes or misappropriates any patent, trademark, trade secret, copyright, privacy, publicity or other rights of any other person or entity;
constitutes any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
Will not use the Wrapp Platform or Wrapp Services to:
harm minors in any way;
impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
to collect any personally identifiable information, including account names, e-mail addresses, or other such information, for any purpose;
intentionally or unintentionally violate any applicable local, state, national or international law, or any rule or regulation having the force of law;
provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any business, entity, or other organization competing or intending to compete or exploring the manner in which to compete with the Wrapp Platform or Wrapp Services or any of the functionality, features, content, materials or individual elements thereof;
provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization; or
stalk, bully or otherwise harass another;
Will not misuse the Wrapp Platform or Wrapp Services by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful or designed to damage, interfere with, intercept, misappropriate, gain control over or limit the functionality of any computer, computer network, communications device, communications system, data or personal information;
Will not attempt to gain unauthorized access to, interfere with or disrupt the Wrapp Platform, the servers on which it is stored, hosted or operated, or any server, computer or database connected to the Wrapp Platform;
Will not attack the Wrapp Platform via a denial-of-service attack or a distributed denial-of-service attack;
Will not attempt to harvest or collect any information about or regarding other Users, including, but not limited to any personal data or information;
Will not engage in web scraping, database scraping or any other activity for the purpose of obtaining content, data or other information from the Wrapp Platform or Wrapp Services;
Will not perform any meta-search or automated queries of the Wrapp Platform or Wrapp Services or of any of the content or other materials thereon;
Will grant to Wrapp and other Users of Wrapp Services the right and license to use, reproduce, distribute, prepare derivative works of and display the content and materials submitted by you on the Wrapp Platform or Wrapp Services;
Will not attempt to use multiple identities, multiple email addresses, Wrapp Accounts or Social Network accounts, several credit cards or any other means in order to access several individual campaigns on the Wrapp Platform;
Will not attempt to reproduce or manipulate a Wrapp Card in order redeem the Wrapp Card at a higher value than the value the Wrapp Card represented when you received it;
Will not duplicate, sell or trade Wrapp Cards; and
Will not in any other way try, or allow others, to circumvent the restrictions set forth in this Section 5 or elsewhere in this Agreement.
E. Wrapp reserves the right, in its absolute discretion, to determine if your Wrapp Account registration and your submission of content or other materials is made from a legitimate and valid Social Network account and/or e-mail address and if your conduct on the Wrapp Platform complies with the provisions of this Agreement. Wrapp may cancel and remove any Wrapp Cards that Wrapp suspects have been obtained, purchased or redeemed in violation of this Agreement, Wrapp’s security policies or applicable laws, such as Wrapp Cards obtained, purchased or redeemed by Wrapp Accounts that are connected to what Wrapp determines to be a “passive” Social Network account. Wrapp reserves the right to suspend, block or terminate any Wrapp Account that Wrapp, in its sole discretion, considers to be used in violation of this Agreement, Wrapp’s security policies or applicable laws. Any such action will be without limiting any of Wrapp’s other rights and remedies. In the event that Wrapp cancels or removes Wrapp Cards from a Wrapp Account or suspends, blocks or terminates a Wrapp Account, Wrapp will refund the amount of any unredeemed Paid Gift Card associated with such Wrapp Account, and the paid value of any Hybrid Gift Card associated with such Wrapp Account, to the original purchaser of such Wrapp Card.
B. In order to improve our service offering to you, we may use or disclose the communication between you and Wrapp, such as e-mails and other correspondence. By entering into this Agreement you agree that such information is considered non-confidential and non-proprietary.
C. We have the right, but not the obligation, in our sole discretion, to edit, refuse to post or remove any inappropriate content submitted on the Wrapp Platform.
D. Though we strive to enforce these rules with all of our Users you may, when using the Wrapp Platform and Wrapp Services, be exposed to content that violates our policies and which may be considered offensive. We may, but are not obligated, to terminate Wrapp Accounts and/or remove content from the Wrapp Platform if we determine or suspect that such accounts violate the terms of this Agreement or applicable laws. We take no responsibility for your exposure to content on the Wrapp Platform whether it violates our content policies or not.
You may link to the Wrapp Platform, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation. You may not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You may not establish a link from any website that is not owned by you. We reserve the right to withdraw linking permission without prior notice.
This section limits our warranties, obligations and liability to you. You should read it carefully.
A. We provide access to the Wrapp Platform and Wrapp Services on an “as is” and “as available” basis. Wrapp gives no express, implied or statutory warranty as to the content, quality, availability, function or fitness for a specific purpose of the Wrapp Platform and Wrapp Services or non-infringement of third-party rights with respect to the Wrapp Platform and Wrapp Services. Neither does Wrapp warrant the content or quality of any third-party website and/or application to which the Wrap Platform links or the products or services provided by a third party through its website and/or application. Furthermore, we may not be held liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your Device, programs, data or other proprietary material due to your use of the Wrap Platform.
B. Commentary and other materials posted on the Wrapp Platform are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any users of the Wrapp Platform, or by anyone who may be informed of any of its contents.
C. Your sole and exclusive remedy for any dispute with us is to discontinue your use of the Wrapp Platform and Wrapp Services. To the fullest extent permitted by applicable law, neither Wrapp nor any of its affiliates accept any liability for direct, indirect, special, punitive, incidental, exemplary, consequential or other damages or losses of any kind arising from or relating to your access to the Wrapp Platform or your use or inability to use Wrapp Services, regardless of the legal theory on which any such damages may be based and whether or not Wrapp or its affiliates have been advised of the possibility of any such damages. Wrapp’s and its affiliates’ aggregate liability under this Agreement shall be limited to USD$100.
This section obligates you to indemnify and protect us for activities caused by you. You should read it carefully.
You agree to indemnify and hold Wrapp, and its affiliates, successors, assigns, officers, directors and employees, and their respective affiliates, successors, assigns, officers, directors and employees, harmless, to the extent permitted by mandatory law, from and against any and all claims, damages, obligations, losses, liabilities, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and costs) arising from or relating to (i) your access, use or misuse of any of the Wrapp Platform or Wrapp Services, (ii) your breach or alleged breach of this Agreement, or (iii) any violation by you of any applicable laws or of any rights of others, including, without limitation, your violation, misappropriation or infringement (or any allegation thereof) of any third party right, or any right of Wrapp, including, without limitation, any copyright, trademark, patent, trade secret, property, privacy or other intellectual property or proprietary right.
A. You acknowledge and agree that Wrapp and our licensors retain all right, title, ownership and interest in and to the Wrapp Platform and Wrapp Services, including, without limitation, all data, information (excluding data and information that you provide), content and materials provided on or through the Wrapp Platform and Wrapp Services (including, without limitation, text, software, images, photographs, videos, graphics, scripts, page headers, sounds, interactive features, the selection and arrangement of elements displayed on or through the Wrapp Platform and Wrapp Services, the compilation of all content and materials on the Wrapp Platform and Wrapp Services, and the business process, procedures, methods and techniques used in or in connection with the Wrapp Platform and Wrapp Services) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world. All use of those rights, including those intellectual property rights, is forbidden, except for the limited right to use the Wrapp Platform and Wrapp Services in accordance with this Agreement.
B. Wrapp and the Wrapp logos are the trademarks of Bohemian Wrappsody AB (our parent company), and all other proprietary trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Wrapp Platform or Wrapp Services are the property of Bohemian Wrappsody AB. Wrapp’s intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among Users, or in any manner that disparages Wrapp. All rights are expressly reserved.
C. The Wrapp Platform and Wrapp Services are patent pending.
D. All third party trademarks, logos, photographs, images, and other intellectual property contained on or through the Wrapp Platform or Wrapp Services are the property of the respective third parties, including the respective Merchants, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to Wrapp to enforce any of your rights in relation thereto.
E. You are solely responsible for the content you submit on the Wrapp Platform and you agree that you have the required intellectual property rights for such content. However, Wrapp reserves the right to remove any content you submit that Wrapp may suspect constitutes an infringement of any such intellectual property right.
F. When you submit content on the Wrapp Platform or send e-mail or other information to Wrapp, you grant Wrapp a non-exclusive, sub-licensable, transferable, assignable, irrevocable, perpetual, fully paid, worldwide license to use, copy, display, modify, make derivative works of or otherwise dispose of or exploit in any form or medium any such content and information for any purpose.
G. We respect the intellectual property of others, and we ask you to do the same. If you are a copyright owner or an owner’s agent and find content or materials that infringe upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act. To do so, please provide our Copyright Agent with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (5) 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 (6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Wrapp’s designated Copyright Agent to receive notifications of claimed infringement can be reached at:
Attn: Copyright Agent
c/o Wrapp US, Inc.
Offereins Janda Roe & McCahan
987 University Avenue, Suite 6
Los Gatos, CA 95032, United States
You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
The communications between you and Wrapp are done by the use of electronic means, whether you visit the website, access the Wrapp Platform or send us e-mail, or whether Wrapp posts notices on its website or communicates with you via e-mail. For contractual purposes, you (i) consent to receive communications from Wrapp in electronic form, and (ii) agree that all terms and conditions, agreements, notices, disclosures and other communications that Wrapp provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
Wrapp may, from time to time and at its own discretion, change the terms of this Agreement. Any such change becomes effective when posted on Wrapp’s website. It is your sole responsibility to check for changes and your continued use of Wrapp Services will constitute your acceptance of such changes. Should you not agree to a change of this Agreement, you must cease to access the Wrapp Platform and cease to use Wrapp Services. For the avoidance of doubt, no changes will be made to the Card-Specific Terms applicable to a Wrapp Card after the Wrapp Card has been issued.
A. This Agreement will become effective between you and Wrapp from the moment you agree to allow the Wrapp Platform to connect to your Social Network account by creating a Wrapp account. Should you be dissatisfied with Wrapp Services or the content on the Wrapp Platform, or should you for any other reason want to terminate your Wrapp Account, you are entitled to do so without prior notice by removing the software from your Device or terminating your Wrapp Account. The termination of your Wrapp Account will have immediate effect, however, the provisions of Sections 1, 2, 5.B, 5.C, 5.D, 5.E, 6, 7, 9, 10, 11, 12, 14, 16, 17 and 18 will survive any such termination. If you voluntarily terminate your Wrapp Account and later decide to re-activate the Wrapp Account, any unredeemed Hybrid Gift Cards and Paid Gift Cards associated with your Wrapp Account at the time of termination will be made available in your Wrapp Account upon re-activation.
B. Wrapp reserves the right to change or discontinue the Wrapp Platform or any of the Wrapp Services at any time without prior notice. Wrapp also reserves the right to terminate your Wrapp Account at its election and for any reason, without prior notice, and/or to terminate or suspend your Wrapp Account at any time and with immediate effect, if your use of Wrapp Services is in violation of the terms of this Agreement, Wrapp’s security policies or any applicable laws. Any Wrapp Card issued prior to termination will be honored in accordance with the Card-Specific Terms applicable to that specific Wrapp Card and the terms in this Agreement, except in cases where Wrapp is entitled to cancel or remove a Wrapp Card or in cases involving fraud, money laundering or other criminal activities in accordance with Section 5.E of this Agreement.
Support is provided and complaints are handled online by Wrapp. To direct any questions, complaints or suggestions to Wrapp please e-mail firstname.lastname@example.org. You may also contact us by mail at:
Wrapp Operations Sweden AB, Döbelnsgatan 24, 113 52 Stockholm, Sweden, or Wrapp US, Inc., c/o Offereins Janda Roe & McCahan, 987 University Avenue, Suite 6, Los Gatos, CA 95032, United States.
If any provision of this Agreement is determined to be too broad to be enforceable, that provision shall be narrowed to the extent necessary to make it enforceable and then enforced to the maximum extent permissible by law. If any provision of this Agreement is determined to be invalid or unenforceable and cannot be saved by narrowing construction, or otherwise revised to be valid and/or enforceable while still keeping the meaning and intent of the given provision and this Agreement as a whole, then such invalid or unenforceable provision shall be severed from this Agreement and shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Agreement, all of which shall remain in full force and effect.
A. Governing Law; Attorneys’ Fees.
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the laws of the State of California, without giving effect to any of its conflict of law principles. Except as provided in Section 18.B below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the Wrapp Platform or Wrapp Services shall be subject to arbitration or, where not required by this Agreement to be arbitrated, to the exclusive jurisdiction of the state and federal courts located in California and you agree to submit to the personal jurisdiction and venue of such courts. If you are a consumer and access the Wrapp Platform or Wrapp Services for entirely non-commercial purposes from, and are a resident of, the European Community you may have other or additional mandatory rights or remedies by law. In the event any litigation is brought by you or Wrapp in connection with this Agreement, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, fees and other expenses incurred by such prevailing party in the litigation.
B. Dispute Resolution
This Section 18.B includes a mandatory arbitration provision for certain claims. The claims to which this section applies are described below. This section limits your rights. Specifically, you understand that you and Wrapp are waiving the right to sue in court and have a jury trial for certain claims.
a. All disputes, controversies or claims related to this Agreement (i) that, with respect to any single plaintiff (whether you or Wrapp), involve a claim for monetary damages actually incurred by that plaintiff alone of less than USD$10,000.00, or (ii) that involve any form of consumer complaint or dispute regarding the Wrapp Platform or Wrapp Services (each, a “Claim”) are subject to the provisions of this Section 18.B concerning negotiations and binding arbitration.
b. For clarification, you and Wrapp agree that the following disputes, controversies or claims are not deemed to be “Claims” under this Agreement and therefore are not subject to the provisions of this Section 18.B: (i) any disputes, controversies or claims seeking to enforce or protect, or concerning the validity of, or based on any violation or infringement of, any of your or Wrapp’s intellectual property rights; (ii) any disputes, controversies or claims related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; (iii) any disputes, controversies or claims related to this Agreement that, with respect to any single plaintiff (whether you or Wrapp), involve a claim for monetary damages actually incurred by that plaintiff alone equal to or greater than USD$10,000.00; (iv) any disputes, controversies or claims related to your impermissible commercial use of the Wrapp Platform or Wrapp Services, and/or (v) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction in lieu of arbitration. As some jurisdictions do not allow for some of the dispute resolution provisions set forth in this Agreement, some of these provisions may not apply to you.
Before initiating any arbitration or court proceeding, you and Wrapp agree to first attempt to negotiate any Claim (except those disputes, controversies or claims expressly provided in Section 18.B.1.b above) informally for at least thirty (30) days. Negotiations will begin upon written notice. Wrapp will send its notice to your billing or other physical address (if on file with Wrapp) and e-mail you a copy to the e-mail address you have provided. You will send your notice to Wrapp Operations Sweden AB, Döbelnsgatan 24, 113 52 Stockholm, Sweden or Wrapp US, Inc., c/o Offereins Janda Roe & McCahan, or 987 University Avenue, Suite 6, Los Gatos, CA 95032, United States.
B.3 Binding Arbitration.
a. If the parties fail to resolve a Claim through negotiations within the above thirty (30) day period, you and Wrapp agree that, except as provided in Section 18.B.1.b, all Claims will be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party will be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this Agreement. In the event of a conflict between the terms set forth in this Section 18.B.3 and the JAMS Rules, the terms in this Section 18.B.3 will control and prevail.
b. Except as otherwise set forth in Section 18.B.1.b, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this Agreement, (i) you and Wrapp may litigate in court to (I) compel arbitration or other specific performance, (II) stay proceedings pending arbitration, (III) obtain, on an interim basis (and in aid of the arbitration either to be initiated or already in process between the parties), injunctive relief, (IV) receive other appropriate equitable recourse of a provisional, precautionary or conservatory nature, or (V) confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision will be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
B.4 Arbitration Fees.
If you initiate arbitration for a Claim, you will only need to pay an arbitration initiation fee of $250 and we will pay all other costs charged by JAMS for initiating the arbitration. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules. Notwithstanding Section 18.A, you will not be required to pay our fees or other costs if you do not prevail in the arbitration.
The arbitration will take place in your hometown area if you so notify Wrapp in your notice of arbitration or within ten (10) days following receipt of Wrapp’s arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in California, unless the parties agree to video, phone and/or Internet connection appearances.
You and Wrapp agree that any arbitration will be limited to the Claim between Wrapp and you individually. YOU AND WRAPP AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION WILL BE JOINED WITH ANY OTHER.
If Section 18.B.1.b above is found to be illegal or unenforceable then neither you nor Wrapp will elect to arbitrate any dispute, controversy or claim falling within that portion of Section 18.B.1.b above found to be illegal or unenforceable and such dispute, controversy or claim will be exclusively decided by a court of competent jurisdiction within the State of California, United States of America, and you and Wrapp agree to submit to the personal jurisdiction of that court.
C. Injunctive Relief.
Notwithstanding the other provisions of this Section 18, in any dispute, controversy or claim, you and Wrapp acknowledge that remedies at law may be inadequate to provide full compensation in the event of a material breach relating to one of your respective obligations (including, without limitation, involving the intellectual property of a party) and/or representations and warranties hereunder, and the non-breaching party shall therefore be entitled to obtain injunctive relief in the event of any such breach, without having to prove damages or post a bond.
If you are unable to resolve a complaint you may have regarding any of the Wrapp Platform or Wrapp Services, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite North 112, Sacramento, California 95834, or by telephone at (800) 952-5210.