TERMS OF USE

IMPORTANT NOTICE: PLEASE NOTE THAT THESE TERMS OF USE REQUIRE THAT DISPUTES BE RESOLVED ONLY BY ARBITRATION (AND NOT BY COURT LITIGATION) IN LOS ANGELES, CALIFORNIA (OR THE CITY NEAREST TO OUR PRINCIPAL PLACE OF BUSINESS WHERE THE AMERICAN ARBITRATION ASSOCIATION HAS AN OFFICE), THAT YOU WAIVE ANY RIGHT TO JURY TRIAL, AND THAT YOU WAIVE ANY RIGHT TO BRING CLASS ACTIONS AGAINST US. PLEASE REVIEW SECTION 16 BELOW ENTITLED "GOVERNING LAW, ARBITRATION AND NO CLASS ACTIONS" FOR COMPLETE DETAILS.

Suprize Inc. ("NewNew", “we”, “us” or “our”) operates the NewNew app, an application which offers content and other features to users, and any other services necessary to provide the NewNew app (collectively, the “App”). You must accept these Terms of Use in order to use the App. If you do not understand or have questions about these Terms of Use, immediately stop all use of the App and contact legal@newnew.co

The below Table of Contents enumerates the sections of our Terms for your convenience.

Table of Contents

1. Acceptance of the Terms of Use

2. Eligibility and User Accounts

3. Limited License to Use

4. Content and Submissions

5. Conduct, General Prohibitions and Enforcement Rights

6. Assumption of Risks

7. DMCA Copyright Policy

8. Apple Device and Application Terms

9. Third Party Services and Resources

10. Location-Based Services

11. Termination

12. Waiver of Unknown Claims under California Civil Code § 1542

13. Disclaimer of Warranties

14. Limitations of Liability

15. Indemnification

16. Governing Law, Arbitration and No Class Actions

17. Miscellaneous


1. Acceptance of the Terms of Use.

1.1. By signing up for, installing, accessing and/or using the App in any manner, you indicate that you have read and understand this Terms of Use Agreement (the "Terms"), which incorporates by reference our Privacy Policy , and that you agree to be bound by these Terms in their entirety. Your continued use of the App constitutes your agreement to the most current version of the Terms. If at any time you do not agree to the Terms, you must cease your use of the App.

 

1.2. These Terms apply to all users of the App, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

 

1.3. To provide the App, we need information about you. Please refer to our Privacy Policy  to help you understand what information we collect, how we use that information and what choices you have regarding your information when you use our App.


2. Eligibility and User Accounts.


2.1. Eligibility. You represent and warrant that you are an individual person at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the App. Persons under the age of eighteen (18) or the applicable age of majority in their legal state of residence (collectively, "Minors") must obtain the consent of their parent or legal guardian prior to using the App.  By using the App, you agree (or in the case of a Minor user, the parent or legal guardian of such Minor must agree on the Minor's behalf) that you have read, understood and agree to be bound by these Terms and by any changes or modifications that we may make hereto as well as all any other documents incorporated by reference.

You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the App is revoked where these Terms or use of the App is prohibited or to the extent offering or provision of the App conflicts with any applicable law, rule or regulation. Further, the App is offered only for your use, and not for the use or benefit of any third party. You are not eligible for or to participate in any activities/opportunities made available through the App if you violate any provision of these Terms, as applicable, as determined in NewNew’s sole discretion.

We may, in our sole discretion, refuse to offer the App to any person or entity and change its eligibility criteria at any time.

 

2.2. Registration. We require you to register for an Account on the App (an "Account") or log in via Facebook, Apple, Snapchat, Google Firebase or another authentication mechanism. You must provide accurate and complete information and keep your Account information updated. If you provide any information that is inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is inaccurate, not current or incomplete, or otherwise violates our Terms, we may terminate your Account, and/or take such other action as we deem appropriate, at our sole discretion.

 

2.3. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene, as determined by us in our sole discretion. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password and login credentials secure. You may never use another person’s user Account or registration information or permit another user to use your Account. You must notify us immediately of any change in your eligibility to use the App, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, directly by emailing us at legal@newnew.co

 

2.4.You may only establish, maintain, use and control one Account on the App. Each Account on the App may only be owned, maintained, used and controlled by one individual. For avoidance of doubt, users may not "co-own" accounts on the App. In the event NewNew determines that you have opened, maintained, used or controlled more than one Account, in addition to any other rights that NewNew may have, NewNew reserves the right to suspend or terminate any or all of your accounts and terminate, withhold or revoke the awarding of any prizes to you.

 

2.5. Without limiting anything in these Terms, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your Account, and/or your access to all or any part of the App at any time, for any or no reason, with or without prior notice, and without liability, including in the event we stop offering any features or services on the App. We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the App if we determine, in our sole discretion, that you have violated any of the terms of these Terms, or if your account has been inactive for 12 months or longer.

 

2.6.Without limiting anything in these Terms, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your Account, and/or your access to all or any part of the App at any time, for any or no reason, with or without prior notice, and without liability, including in the event we stop offering any features or services on the App. We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the App if we determine, in our sole discretion, that you have violated any of the terms of these Terms, or if your account has been inactive for 12 months or longer.


3. Limited License to Use.

3.1. Subject to your compliance with these Terms, NewNew grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device and to run such copy of the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms or under applicable law, you may not: (a) copy, modify, or create derivative works based on the App; (b) distribute, transfer, sublicense, lease, lend, or rent the App to any third party; (c) reverse engineer, decompile, or disassemble the App; or (d) make the functionality of the App available to multiple users through any means. NewNew reserves all rights in and to the App not expressly granted to you under these Terms.

 

3.2. The App is intended for your personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Any use of the App in violation of this provision, including communicating any advertisement or solicitation, or collecting usernames, phone numbers and/or email addresses of account holders by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the App, is prohibited.


4. Content and Submissions.

4.1. Rights Granted to You. Subject to your compliance with these Terms, NewNew grants you a personal, non-commercial, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to download, view, display, and use the Content solely for your permitted use within the App. "Content" means the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, communications, interactive features, works of authorship of any kind, and information or other materials that are generated, provided, or otherwise made available to or through the App, including User Content. “User Content” means any Content a user of the App provides us or otherwise makes available through the App.

 

4.2. Content Ownership. NewNew does not claim ownership rights in User Content and nothing in these Terms restricts any rights that you may have to use and exploit your User Content. Subject to the foregoing, NewNew and its licensors exclusively own all right, title, and interest in and to the App and Content, including all associated intellectual property rights. You acknowledge that the App and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the App or Content.

We may offer users the opportunity to provide feedback/suggestions. In the event that you provide us with any feedback, suggestions or ideas regarding the App, whether solicited or unsolicited, including without limitation: any flaws, errors, bugs, anomalies, problems with the App; suggestions and/or ideas on how to improve or change the App; or suggestions and/or ideas otherwise related to the App (collectively, “Feedback”), you hereby assign to us all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate, without compensation or notice to, or approval from, you and you expressly waive all moral rights you may have therein.


4.3. Rights Granted by You. By making any User Content available to NewNew and/or through the App you grant to NewNew a non-exclusive, transferable, sublicenseable, worldwide, royalty-free, perpetual license (or, if not permitted under applicable law, a license for the whole duration, including for any extension thereof, of all relevant rights under any applicable law), to use, copy, modify, create derivative works based upon, publicly display, publish, publicly perform, market, promote, distribute or otherwise make available your User Content, in whole or in part, for any purposes, in any form, media or technology, whether known or hereafter developed, alone or as part of other works, with no payment or other compensation to you. The purposes shall include but are not limited to: in connection with operating and providing the App and Content to you and to others; for demonstration, promotion and advertising; for all NewNew products and services, including the App; to satisfy any law, regulation, or government request; and to use the information in accordance with our Privacy Policy. By accepting these Terms, you allow NewNew to benefit freely from the above rights, including but not limited to:

a.     The right to reproduce User Content in whole or in part by any means and in any form.

b.     The right to publicly or privately broadcast or make available the User Content (or any product incorporating the User Content), free of charge in all places by any means or process known or unknown at the present time, including but not limited to the Internet.

c.     The right to produce or order the production of any new product or service from the User Content or from any product incorporating or exploiting the User Content, either reproduced as it stands or modified by NewNew or by any outside party of its choice.

For the sake of clarity, to the extent any User Content you submit includes your name, likeness, voice, video, or photograph ("Attributes"), you acknowledge and agree that the foregoing license rights granted by this Section shall apply to the same. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding any User Content that you may have under any applicable law or under any legal theory. To the extent that any third party is included or depicted in your User Content, you acknowledge and agree to have first obtained any and all necessary rights, permission and/or releases from such third party (or, if a Minor, the rights, permission and/or releases from such Minor’s parent/legal guardian on its behalf) to include or otherwise depict such third party in the User Content, to the use of such third party’s Attributes therein and to grant to NewNew those rights and permissions as part of the foregoing license, all of which rights are hereby granted by you to NewNew. You also hereby do and shall grant each user of the App a non-exclusive, perpetual license to access your User Content through the App, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content for non-commercial purposes, including after your termination of your Account and/or termination of the App.


4.4. Your Representations and Warranties. You are solely responsible for all your User Content. By submitting User Content, you represent and warrant that you own all parts of your User Content or you have all rights, releases and permissions that are necessary to grant us the license rights in your User Content under these Terms. By including or otherwise depicting any third party in your User Content, you represent and warrant that you have obtained any and all necessary rights, permission and/or releases required to: (i) include or otherwise depict such third party (and, if such third party is a Minor, the consent of the Minor’s parent/legal guardian); and (ii) grant NewNew the license rights granted by these Terms, which shall include the right to the use of such third party’s Attributes. Further, you agree to cooperate with NewNew, upon its request, in taking any additional action or obtaining any documentation reasonably requested by NewNew to effectuate the grant of those rights from such third parties. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the App, nor any use of your User Content by NewNew on or through the App will infringe, misappropriate, defame any third party, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

 

4.5. Availability of Content. We do not guarantee that any Content will be made available on and/or through the App. We do not practice editorial control over the content posted by third parties (including User Content).

We reserve the right to, but do not have any obligation to, (i) remove, edit, modify or otherwise manipulate any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms), or for no reason at all and (ii) to remove or block any Content from the App.


5. Conduct, General Prohibitions and Enforcement Rights.

5.1. As a condition of use, you agree not to use the App for any purpose that is prohibited by these Terms. You agree that you are responsible for your own activities, conduct and User Content while using the App, and for any consequences thereof. Violation of our Terms may result in the termination and cancellation of your Account. You acknowledge and agree that we may terminate any Account at any time for any reason (including, but not limited to, our independent assessment or the receipt of claims or allegations from third parties or authorities).

 

5.2. Safe and Appropriate Use. While you are using our App, please be aware of your surroundings and communicate safely. You may not use the App in a way that would distract you from obeying traffic or safety laws. For example, you may not use the App while driving and may not put yourself or others in harm's way. You agree that your use of the App is at your own risk, and that you will not use the App to violate any applicable law, regulation, or instructions as outlined in these Terms and you will not encourage or enable any other individual to do so.

 

5.3.Your Interactions with Other People. You agree that in conjunction with your use of the App, you will not harass, threaten or otherwise violate the legal rights of others. If you have a dispute with any third party relating to your use of the App, you release and agree to indemnify NewNew (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

 

5.4. Objectionable Actions/Content. You agree that you shall not, and shall not permit any third party to, (unless applicable law mandates that you be given the right to do so) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the App, including without limitation any User Content, that:

 

§  collects, solicits, stores or shares any personally identifiable information (such as passwords and phone numbers) of other users without their express permission;

§  extracts, scrapes, indexes, intercepts, mines or other collects information about the App or Content (including information about users or gameplay);

§  uses cheats, automation software, bots, hacks, mods or any other unauthorized software designed to modify or interfere with the App;

§  uses the App or Content, or any portion thereof, for any commercial purpose or in a manner not permitted by these Terms, including but not limited to (a) participating in the App in exchange for payment outside the App, (b) selling, reselling, or renting the App or your Account.

§  attempts to access or search the App or Content or download Content from the App through the use of any technology or means other than those provided by NewNew or other generally available third party web browsers (including without limitation automation software, bots, spiders, crawlers, data mining tools, or hacks, tools, agents, engines, or devices of any kind);

§  attempts to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the App or Content;

§  bypasses, removes, deactivates, descrambles, or otherwise attempts to circumvent any technological measure implemented by NewNew or any of NewNew’s providers or any other third party (including another user) to protect and/or filter the App or Content;

§  posts, publishes, submits or transmits any Content that infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy;

§  uses any meta tags or other hidden text or metadata utilizing a NewNew trademark, logo, URL, or product name without NewNew’s express written consent;

§  accesses, tampers with, or uses nonpublic areas of the App, NewNew’s computer systems, or the technical delivery systems of NewNew’s providers;

§  attempts to probe, scan, or test the vulnerability of any NewNew system or network or the App, or breach any security or authentication measures;

§  forges any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the App or Content to send altered, deceptive, or false source identifying information;

§  interferes with, or attempts to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mailbombing the App;

§  deletes, obscures, or in any manner alters any attribution, warning, or link that appears in the App or the Content;

§  logs an Account into multiple devices simultaneously; 

§  sublicenses, rents, leases, sells, trades, gifts, bequeaths or otherwise transfers your Account to anyone;

§  is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, otherwise violates any law or right of any third party, or is otherwise inappropriate as determined by us in our sole discretion;

§  promotes or contains illegal or tortious activities, promotes alcohol, tobacco, pseudo-pharmaceutical or prescription drugs, or conduct that is abusive, violent, threatening, obscene, sexually explicit, discriminatory on the basis of race, sex, religion, nationality, disability, sexual orientation, or age, defamatory or libelous;

§  contains criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

§  constitutes unauthorized or unsolicited advertising, junk or bulk email ("spamming");

§  contains software viruses or any other computer codes, files, content, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;

§  is designed or intended to obtain password, Account, or private information from any App user;

§  impersonates any person or entity, including any of our employees, representatives, or users;

§  promotes or links to affiliate programs, multi-level marketing schemes, sites repurposing existing stories or off-topic content;

§  includes anyone’s identification documents or sensitive financial information;

§  violates any applicable law or regulation, including U.S. export and re-export control laws; or

§  encourages or enables any other individual to do any of the foregoing.


5.5. Although NewNew is not obligated to monitor access to or use of the App or Content or to review or edit any Content, we have the right to do so for the purpose of operating the App, to ensure compliance with these Terms, to comply with applicable law or other legal requirements, and for any other reason in our sole discretion. We reserve the right to remove or disable access to any Content, at any time and without notice. NewNew may remove any Content we consider to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the App. We may also consult and cooperate with law enforcement authorities to prosecute users and others who violate the law.

 

5.6. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the App (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the App, (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder, or (vi) use or develop any application that interacts with the App or Content without NewNew’s written permission. You shall abide by all applicable local, state, national and international laws and regulations.

 

5.7.  We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

 

5.8. If for any reason the App is not running as originally planned (e.g., if it becomes corrupted or if infection by a computer virus, bugs, tampering, unauthorized intervention, actions by users, fraud, technical failures, or any other causes of any kind, in the sole opinion of NewNew corrupts or affects the administration, security, fairness, integrity or proper conduct of the App), NewNew reserves the right, in its sole discretion, to take any action we deem appropriate.

 

5.9. ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE APP, INCLUDING WITHOUT LIMITATION UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF ANY COMPUTER SYSTEM OR APPLICATION, IS A BREACH OF NEWNEW’S TERMS AND MAY BE A BREACH OR VIOLATION OF CRIMINAL AND CIVIL LAWS.


6. Assumption of Risks.

6.1.Unless prohibited by applicable law, you willingly, knowingly and voluntarily assume any and all risks occurring before, during or after the Endeavors, including injury by any cause and damage, loss, or theft of property. You acknowledge that the Endeavors, and certain activities related to the Endeavors, have inherent and unforeseen risks, including but not limited to (a) contact or collision with persons or objects, (b) obstacles (e.g., natural and man-made water, road and surface hazards), (c) equipment related hazards (e.g., broken, defective or inadequate equipment, unexpected equipment failure), (d) weather related hazards, (e) inadequate first aid and/or emergency measures, (f) judgment and/or behavior related problems (e.g., erratic or inappropriate participant, co-participant, or spectator behavior or errors in judgment by personnel at the Endeavors), and (g) natural hazards (e.g., uneven or difficult terrain, wildlife and insects, contact with plants). You agree to take reasonable precautions before participating in an Endeavor and its associated activities, for example consulting with a personal physician and ensuring you are in good physical health, wearing appropriate attire, and bringing necessary or recommended supplies. You further understand and acknowledge it is your responsibility to inspect the grounds, facilities, equipment and areas to be used, and that by participating in any Endeavor, you acknowledge the grounds, facilities, equipment, and areas to be used are safe, adequate, and acceptable for participation. If you believe or become aware of any unsafe conditions or unreasonable risks, you agree to immediately notify appropriate personnel/authorities and cease participation in that Endeavor.

 

6.2.To the extent permitted under applicable law, you hereby waive and release NewNew, Suprize Inc and any other party involved in creating or delivering the Endeavors from any and all claims, demands, causes of action, damages, losses, expenses or liability which may arise out of, result from, or relate in any way to your attendance or participation in an Endeavor, including for negligence, inherent and unforeseen risks, injury or damage to persons or property and the actions of third parties or Endeavor participants and spectators.

7. DMCA Copyright Policy.

7.1. If you believe that any content, including User Content, or other materials, posted on the App constitutes an infringement of your copyrights, we will respond promptly to any properly submitted notice containing the information detailed below. Pursuant to Title 17, United States Code, Section 512(c)(2) and the Canadian Copyright Act, written notifications of claimed copyright infringement should be sent to our Designated Agent at the following contact information: legal@newnew.co

 

7.2. To be effective, the notification must be a written communication that includes the following:

a.     A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

b.     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; 

c.     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 us to locate the material;

d.     Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; 

e.     A statement that the complaining party has 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;

f.      A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

7.3. It is our policy to terminate the Account of anyone who repeatedly infringes the copyright rights of others.


8. Apple Device and Application Terms.

In the event you are accessing the App via an application on a device provided by Apple, Inc. ("Apple") or an application obtained through the Apple App Store (in either case, an “Application”), the following shall apply:

a. Both you and NewNew acknowledge that these Terms are concluded between you and NewNew only, and not with Apple, and that Apple is not responsible for the Application or the Content;

b. The Application is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, as provide in Section 3 (Limited License to Use), solely to be used in connection with the App for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the App;

c. You will only use the Application in connection with an Apple device that you own or control;

d. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support App with respect to the Application;

e. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

f.  You acknowledge and agree that NewNew, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;

g. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, NewNew, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

h. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

i.  You acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

j. Both you and NewNew acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these terms, and that upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as the third party beneficiary hereof.


9. Third Party Services and Resources.

9.1. Third Party Links. App may contain links to third party websites or resources. NewNew provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site. We reserve the right to disable links from or to third party sites. To the extent permitted under applicable law, you acknowledge sole responsibility for and assume all risk arising from your use of any third party websites or resources.

 

9.2. Third Party Resources. NewNew is not responsible for the availability or quality of your devices or any third party services ("Third Party Resources"), including cell phone networks, hotspots, wireless internet and other services. Such Third Party Resources may affect your ability to utilize the App and you hereby waive and release NewNew and any other party involved in creating or delivering the App from all claims, demands, causes of action, damages, losses, expenses or liability which may arise out of, result from, or relate in any way to such third party services.

 

9.3. Third Party Merchants / Providers. The App may enable you to order and receive products, information and services from businesses that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information or the quality or availability of such products or services. We will not be a party to or in any way be responsible for monitoring any transaction between you and third party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility.

 

9.4. Third Party Accounts. In addition, the App may prompt you to establish an account with a third party service provider not owned or operated by us. Your agreement and understanding with any such third party service provider is solely between you and such service provider. We will not be a party to or in any way be responsible for your agreement with such third party service provider. Any disputes you may encounter with such third party service provider shall be settled solely between you and the service provider.


10.Location-Based Services. We may offer features that are based on the location of users and which may report on the locations of those users as they use the App (the "Location-Based Services"). You may partake in using these Location-Based Services solely at your own discretion, and may opt out of providing such information by turning off those features. Should you use Location-Based Services, you are consenting to our collection and dissemination of your location information through the App, and such information shall be treated as User Content. Under no circumstances shall we be liable for claims or damages therefrom arising out of your informed decision to disseminate your location information through the App.

10.  Termination.

10.1.  We may suspend or terminate your access to and use of the App, at our sole discretion, at any time and without notice to you, including if (a) you fail to comply with these Terms; (b) we suspect fraud, or misuse by you of Content or App; (c) we suspect any other unlawful activity associated with your Account, or (d) for any reason, in our sole discretion. If your Account is inactive (i.e., not used or logged-into) for a period of time, we will notify you via the App or in the App prior to termination of your Account.

 

10.2. You may terminate your Account at any time directly by emailing us at legal@newnew.co  Upon termination of the App, your Account, or these Terms, for any reason, the following provisions of these Terms will survive: "Content and Submissions" excluding "Rights Granted to You", "Conduct, General Prohibitions and Enforcement Rights", "Assumption of Risks", "Apple Device and Application Terms", "Third Party Services and Resources", "Waiver of Unknown Claims under California Civil Code § 1542","Disclaimer of Warranties", "Limitations of Liability", "Indemnification", "Governing Law, Arbitration and No Class Actions", "Miscellaneous" and any other provision that provides for itself for survival or which by its nature should survive termination of these Terms.


12.  Waiver of Unknown Claims under California Civil Code § 1542.

12.1. It is possible that other claims not known to you will develop or be discovered arising from your use of the App, the Content or from the activities discussed throughout these Terms. You acknowledge that your releases, indemnifications and waivers provided under these Terms are expressly intended to cover and include all such claims, including all rights of action thereof. You acknowledge that the claims released in those sections, may include unknown claims, and nevertheless waive California Civil Code § 1542 as to any such unknown claims. California Civil Code § 1542 reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

You acknowledge and understand the significance and consequences of this specific waiver of California Civil Code § 1542.


13.  Disclaimer of Warranties.

13.1.  THE APP AND CONTENT ARE PROVIDED "AS IS", “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NEWNEW, AND OUR AFFILIATES AND EACH OF OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, CONTRACTORS, SUPPLIERS, PARTNERS, SUBSIDIARIES AND/OR RELATED COMPANIES DO NOT WARRANT THAT: (I) THE APP WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE APP WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE APP IS SOLELY AT YOUR OWN RISK.


13.2.  YOU ASSUME ALL RISKS RELATING TO YOUR ONLINE OR OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE APP AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APP. YOU UNDERSTAND THAT NEWNEW DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE APP. NEWNEW MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE APP. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE APP AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APP, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

 

13.3. The views and opinions of the App users are their own and not necessarily representative of the views and opinions of NewNew or its officers, directors and/or employees, and NewNew assumes no responsibility for the Content, accuracy, or views of or opinions expressed by such App users.


14.  Limitation of Liability.

 

14.1. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT NEITHER NEWNEW, NOR OUR AFFILIATES AND EACH OF OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, CONTRACTORS, SUPPLIERS, PARTNERS, SUBSIDIARIES AND/OR RELATED COMPANIES WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, DEVICE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE APP OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE APP OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEWNEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

14.2. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL NEWNEW, AND OUR AFFILIATES AND EACH OF OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, CONTRACTORS, SUPPLIERS, PARTNERS, SUBSIDIARIES AND/OR RELATED COMPANIES BE LIABLE FOR ANY DEVICE (E.G. SMARTPHONES) OPERATING COSTS OR NETWORK CHARGES INCURRED WHILE USING THE APP, OR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE APP, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE APP OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO NEWNEW'S RECORDS, PROGRAMS, OR PLATFORM. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL MERCHANDISE AND SERVICES AVAILABLE THROUGH THE APP.

 

14.3. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF NEWNEW, AND EACH OF OUR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, SUBSIDIARIES AND/OR RELATED COMPANIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, AN ENDEAVOR, OR FROM THE USE OF OR INABILITY TO USE THE APP OR CONTENT EXCEED ONE THOUSAND DOLLARS ($1,000.00 USD). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEWNEW AND YOU.

 

14.4. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.


15.  Indemnification.

 

15.1. YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS NEWNEW, AND OUR AFFILIATES AND EACH OF OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, CONTRACTORS, SUPPLIERS, PARTNERS, SUBSIDIARIES AND/OR RELATED COMPANIES FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARISE FROM OR RELATE TO YOUR USE OR MISUSE OF, OR ACCESS TO, THE APP, CONTENT, OR OTHERWISE FROM YOUR USER CONTENT, VIOLATION OF THESE TERMS, OR INFRINGEMENT BY YOU, OR ANY THIRD PARTY USING YOUR ACCOUNT OR IDENTITY IN THE APP, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL ASSIST AND COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

16.  Governing Law, Arbitration and No Class Actions.

 

16.1.  GOVERNING LAW. YOUR USE OF THE APP AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE APP INCLUDING THE TERMS AND PRIVACY POLICY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PROVISIONS.

 

16.2.  ARBITRATION. YOU UNDERSTAND AND AGREE THAT ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND NEWNEW, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES ARISING OUT OF OR RELATING TO THE APP, TO THE USE OR ACCESS THEREOF, TO THE ADVERTISING AND OTHER CONTENT ON THE APP, TO THE PRODUCTS, SERVICES, MATERIALS, PROGRAMS OR OTHER FEATURES OFFERED, ADVERTISED, MARKETED, SOLD AND/OR MADE AVAILABLE ON OR THROUGH THE APP, AND/OR TO THESE TERMS OF USE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION, WHICH MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES. BECAUSE THE APP CONCERNS INTERSTATE COMMERCE, THE FEDERAL ARBITRATION ACT ("FAA") GOVERNS THE ARBITRABILITY OF ALL DISPUTES. HOWEVER, APPLICABLE CALIFORNIA STATE OR U.S. FEDERAL LAW MAY ALSO APPLY TO THE SUBSTANCE OF ANY DISPUTES. THE ARBITRATION SHALL TAKE PLACE IN LOS ANGELES, CALIFORNIA, OR IN THE CITY NEAREST TO OUR PRINCIPAL PLACE OF BUSINESS WHERE THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) HAS AN OFFICE. THE ARBITRATION SHALL BE ADMINISTERED BY AAA IN ACCORDANCE WITH TITLE 9 OF THE U.S. CODE (UNITED STATES ARBITRATION ACT) UNDER THE AAA’S COMMERCIAL DISPUTE RESOLUTION PROCEDURES AS SUPPLEMENTED BY THE SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES (AND AS STATED THEREIN, IF THERE IS A DIFFERENCE BETWEEN THE COMMERCIAL DISPUTE RESOLUTION PROCEDURES AND THE SUPPLEMENTARY PROCEDURES, THE SUPPLEMENTARY PROCEDURES WILL BE USED). YOU AND WE VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT YOU OR WE HAVE TO A JURY TRIAL. YOU AND WE AGREE THAT ANY SUIT, ACTION OR PROCEEDING SHALL BE BROUGHT IN THE STATE OF CALIFORNIA AND HEREBY IRREVOCABLY CONSENT TO BE SUBJECT TO THE PERSONAL JURISDICTION THEREOF AND WAIVE ANY CLAIM OF FORUM NON CONVENIENS OR LACK OF PERSONAL JURISDICTION THAT YOU OR WE MAY OTHERWISE HAVE.

 

16.3.NO CLASS ACTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION YOU MAY HAVE IN CONNECTION WITH OR RELATED TO THE APP, TO THE USE THEREOF OR ACCESS THERETO, TO THE ADVERTISING AND CONTENT ON THE APP, TO THE PRODUCTS, SERVICES, MATERIALS, PROGRAMS OR OTHER FEATURES OFFERED, ADVERTISED, MARKETED, SOLD AND/OR MADE AVAILABLE ON OR THROUGH THE APP, AND/OR TO THESE TERMS WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS/CONSUMERS OR ARBITRATE, AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, ANY CLAIM, DISPUTE OR CAUSE OF ACTION IN CONNECTION WITH OR RELATED TO THE APP, TO THE USE THEREOF OR ACCESS THERETO, OR OTHER APP RELATED ACTIVITY/OPPORTUNITY, TO THE ADVERTISING AND CONTENT ON THE APP, TO THE PRODUCTS, SERVICES, MATERIALS, PROGRAMS OR OTHER FEATURES OFFERED, ADVERTISED, MARKETED, SOLD AND/OR MADE AVAILABLE ON OR THROUGH THE APP, AND/OR TO THESE TERMS.

17.  Miscellaneous.

 

17.1.  Entire Agreement. The Terms, together with the Privacy Policy, constitute the entire agreement between you and NewNew governing your use of the App, superseding any prior agreements between you and NewNew with respect to the App.

 

17.2.  Waiver and Severability. The provisions of these Terms are intended to be interpreted in a manner which makes them valid, legal and enforceable. The failure of NewNew to enforce any right of the provisions in these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal and enforceable. It is expressly understood and agreed that such modification or restriction may be accomplished unilaterally by NewNew, or alternatively, by disposition of an arbitrator or a court of law. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from these Terms without affecting the validity, legality or enforceability of any of the remaining provisions.

 

17.3.  Force Majeure. Neither NewNew, any user, nor any other party involved in creating, producing, or delivering the App or Content shall be liable with respect to any damages, injuries, nonperformance or delay in performance by reason of any act of God, weather, fire, flood, national and international pandemic, acts of terror or foreign enemy, satellite or network failure, governmental order or regulation, trade dispute,or any other cause beyond its respective control.

 

17.4.  Notice. Any notices or other communications provided by NewNew under these Terms will be given: (a) via email; or (b) by posting to the App. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to any email address you provided.

 

17.5.  Waiver. NewNew’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of NewNew. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

 

17.6.  Assignment. These Terms are not assignable, transferable or sublicensable by you except with our prior written consent. You may not assign or transfer these Terms, by operation of law or otherwise, without N ewNew’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, is void. NewNew may freely assign or transfer these Terms without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

17.7.  Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

 

17.8.  Relationships. The App is not in any way endorsed, sponsored, administered by, or associated with Apple Inc., Google LLC, Alphabet Inc., Facebook, Inc., Snap Inc. or their respective parents, subsidiaries or affiliates.

 

17.9.  Agency.  No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

 

17.10. Electronic Communications. When you use the App or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this App. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.

 

17.11. Contact Information. If you have any questions about these Terms or the App, please contact NewNew at legal@newnew.co or Suprize Inc., 10880 Wilshire Blvd, Suite 1101, Los Angeles, CA 90024 USA.

 

Last Modified: June 20, 2020