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    TERMS OF USE

    Effective date: 31st day of August 2022

    The SPRITELEY Application (‘the app or site”), is owned and operated by SPRITELEY INC., carrying on its business activities in the Delaware, United States. These Terms of Use govern your use of this SPRITELEY Application.

    1. YOUR ACCEPTANCE OF THESE TERMS OF USE

    These Terms of Use hereinafter referred to as “TOU” constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and SPRITELEY INC., (“SPRITELEY, we,” “us” or “our”), concerning your access to and use of the Application (IOS inclusive), and www.spriteley.com and any other media form, media channel, related, linked, or otherwise connected thereto (collectively, the “Site , “App” or SPRITELEY APP”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these TOU Use.  IF YOU DO NOT AGREE WITH ALL OF THESE TOU, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

    BY SIGNING UP TO USE THE APP OR SERVICE, YOU ACKNOWLEDGE AND AGREE THAT THE FORMS WE SEND YOU ARE PROPER NOTIFICATION OF SUCH REPORTS AND THAT YOUR NAME AND DATE OF SENT REPORT WILL BE RECORDED ON OUR DATABASE WHICH WILL SUFFICE AS A SIGNATURE FOR SUCH REPORTS.

    Supplemental TOU or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these TOU at any time and for any reason.  We will alert you about any changes by updating the “Last updated” date of these TOU and you waive any right to receive specific notice of each such change.  It is your responsibility to periodically review these TOU to stay informed of updates.  You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised TOU by your continued use of the Site after the date such revised Terms are posted. 

    1. YOUR ACCEPTANCE OF OUR PRIVACY POLICY

    By agreeing to these TOU, you agree to the terms of our Privacy Policy which is expressly incorporated herein. Before using this Site, please carefully review our Privacy Policy. All information provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy. To the extent there are inconsistencies between these Terms of Use and our Privacy Policy, these Terms of Use control.

    1. YOUR CONSENT TO OTHER AGREEMENTS

    When you intend to use a special feature of this Site, you may be asked to agree to special terms governing your use of the special feature. In such cases, you may be asked to expressly consent to the special terms, for example, by checking a box or clicking on a button marked “I agree.” This type of agreement is known as a “click-through” agreement. If any of the terms of the click-through agreement are different than the terms of these TOU, the terms of the click-through agreement will supplement or amend these Terms of Use, but only with respect to the matters governed by the “click-through agreement.”

    1. ABOUT SPRITELEY APPLICATION

    THE SPRITELEY APPLICATION is a sustainable social platform that is built on a simple idea: our online time should be meaningful. SPRITELEY Avatars, our MVP, is more than simply gifs and sticker sets. For the first time, users can use their infinitely customized SPRITELEY avatars to enrich their discussions with rich, two-sided interactions, opening them a plethora of new opportunities for expressing themselves and communicating with others. Our avatars are diverse and completely customized! Our avatar creator tools enable users to create their own virtual representations that are devoid of constructions or design limitations. Whether you can't find a haircut that looks like yours or you have a handicap, SPRITELEY avatars let you to design anything you can dream directly on your phone.

    The SPRITELEY APP service can be accessed from devices with Internet Connectivity, such as personal computers, tablets and smartphones.

    We don’t sell your personal data to advertisers, and we don’t share information that directly identifies you (such as your name, email address or other contact information) with advertisers unless you give us specific permission. Our Privacy Policy explains how we collect and use your personal data to provide the services to you. You can also go to your settings page on your account at any time to review the privacy choices you have about how we use your data.

    1. APPLICABILITY                                                            

    "These general terms and conditions (the "Conditions") apply to:

    (a)         The use of any information, pictures, documents and/or other services offered by SPRITELEY APP via (our “Website”); 

    (b)        The downloading and Installation of the SPRITELEY APP Mobile Application (IOS) on your smartphone.

    1. ACCOUNT.      

    To use and enjoy the services we provide, we require you to register an account with us. You would be required to download the SPRITELEY APP Mobile Application on your device (IOS).

    Your Account is for your individual personal use only, and you may not authorize others to use your Account for any purpose. In creating your Account, you certify that all information you provide is complete and accurate. You agree to update your information when required or requested, and you further agree not to use another person’s account without permission. You are responsible for maintaining the confidentiality of, and restricting access to your Account and password, and you agree to accept sole responsibility for all activities that occur under your Account or password. You agree to contact our customer service department immediately of any breach of security or unauthorized use of your Account or any violation of these Terms by others of which you are aware. You agree that we shall have no liability for any losses, damages, liabilities or expenses you may incur due to any unauthorized use of your Account, and you agree to indemnify us and hold us harmless for any such unauthorized use. We reserve the right to create accounts for quality control and administrative purposes. Such accounts may be publicly viewable.

    1. SPRITELEY APP’S INTELLECTUAL PROPERTY

    Content For purposes of these Terms, “content” is defined as any information, communications, published works, photos, videos, graphics, music, sounds, or other materials that can be viewed by users on our Site and is owned by SPRITELEY APP, our Affiliates or our licensors.

    Ownership of Content All content on the Site is subject to intellectual property rights, contractual or other protection. The intellectual property rights are owned by us or our licensors. No content may be copied, distributed, republished, uploaded, posted or transmitted in any way except as provided expressly in these Terms or with SPRITELEY APP’s prior express written consent. Any use of the content other than as permitted by these Terms, or any other unauthorized use of the content may make you liable to SPRITELEY APP or its licensors for violation of intellectual property rights.

    Trademarks or service marks of SPRITELEY APP include, but are not limited to, SPRITELEY APP™ and the SPRITELEY APP logo. All custom graphics, icons, logos and service names are registered or common-law trademarks or service marks of SPRITELEY APP or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of SPRITELEY APP, our Affiliates or our licensors.

    Site Use SPRITELEY APP grants you a limited, revocable, nonexclusive license to use the content on the Site solely for your own personal purposes only and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You may not use any content from the Site which is not owned by you for commercial use. You agree not to copy the Site or content located on the Site; to reverse engineer or break into the Site; or to use content, products or services in violation of any law. Any use of the Site or the content contained therein other than as specifically authorized in the Agreement, without the prior written permission of SPRITELEY APP, is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in the Agreement shall be construed as conferring to you, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. SPRITELEY APP reserves the right, without notice and in its sole discretion, to terminate your license to use the Site at any time and to block or prevent your future access to, and use of, the Site.

    No Warranty for Third-Party Infringement Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of other users of the Site or of third parties.

    1. SOFTWARE UPDATES

    We may update the Software from time to time, at our sole discretion. The update may be in the form of adding new features, bug fixing and new versions of the Software. In order to provide you with the most current version of the Software, you agree that new updates and versions of the Software may download and install automatically as they are made available by us, in our sole discretion. You agree to receive and permit us to deliver such new updates and versions to you. These updates and new features may include additional terms that you will have to agree to.

    1. USER CONDUCT

    1. APP USE LICENSE

    When you use the Services through the App, then SPRITELEY APP grant you a revocable, non-transferable, non-exclusive, limited right to install and use it on wireless phones and devices that are in accordance with the terms and conditions of this license, used and controlled by you and shall not:

    1. TERMS REGARDING APPLE DEVICES

    The following terms and conditions will apply when you access the App either from the Apple Store. You acknowledge that these Terms is between you and SPRITELEY APP only and not with Apple Inc. (The“App Distributor”), and SPRITELEY APP (which is not an App Distributor) is directly responsible for the App and the App Content thereof.

    1. TERMINATION

    Termination by you. You may terminate these Terms and the license granted to you hereunder at any time by uninstalling and removing the Software from your device, and by ceasing to use the App.

    Termination by us. Without prejudice to any other rights we may have, these Terms and the license granted to you hereunder automatically terminate without notice, if you fail to comply with or breach any provision of these Terms. In no event will we be liable for the suspension, removal of or disabling of your access to SPRITELEY APP or to any feature available therein. You acknowledge that upon expiration or termination of your license, the license key may automatically de-activate.

    1. EXCLUSION OF LIABILITY FOR EXTERNAL LINKS

    The Website may provide links to external Internet sites. SPRITELEY APP hereby declares explicitly that it has no influence on the layout or content of the linked pages and dissociates itself expressly from all contents of all linked pages of third parties. SPRITELEY APP shall not be liable for the use or content of Internet sites that link to this site or which are linked from it. Our privacy and cookie notice do not apply to any collection and processing of your personal data on or through such external sites.

    1. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS

    All right, title and interest in and to SPRITELEY APP, any related features and/or services and any derivatives thereof improvements and modifications thereto, including associated intellectual property rights, evidenced by or embodied in and/or attached/connected/related to SPRITELEY APP or any related features and/or services, are and will remain owned solely by us or our licensors. These Terms do not convey to you an interest in or to SPRITELEY APP, but only a limited right of use in accordance with the terms herein. Nothing in these Terms constitutes a waiver of our intellectual property rights under any law. The license granted to you herein is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features. You acknowledge and agree that the technology manifested in the operation of the Software constitutes our and our suppliers’ valuable trade secrets and know-how and to the extent you discover any such trade secrets, you will not disclose them to any third party. Any disclosure or unauthorized use thereof will cause us irreparable harm and loss.

    1. YOUR REPRESENTATIONS AND WARRANTIES

    You hereby represent and warrant that: (i) you will only use SPRITELEY APP as permitted under these Terms; (ii) you agree to comply with all applicable laws, rules and regulations, and industry best practices while using SPRITELEY APP; (iii) you will not use SPRITELEY APP for any fraudulent or inappropriate purpose; (iv) you shall not prevent others from using SPRITELEY APP.

    1. DISCLAIMER OF WARRANTIES

    SPRITELEY APPIS PROVIDED TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT: (I) SPRITELEY APPWILL MEET YOUR REQUIREMENTS, WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF SPRITELEY APPWILL BE UNINTERRUPTED; OR (III) SPRITELEY APPIS OR WILL BE AVAILABLE WHERE YOU RESIDE OR IN ANY OTHER PARTICULAR LOCATION. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH SPRITELEY APPIS TO UNINSTALL AND CEASE USE OF ALL SPRITELEY APPPRODUCTS. Further and except as expressly provided herein, we are not obligated to maintain or support SPRITELEY APP, or to provide you with any updates, fix errors or any other features available therein. You acknowledge and agree that you are solely responsible for (and that we have no responsibility to you or to any third party) and assume all the responsibility and risk for your use of SPRITELEY APP and your breach of any of your representations and warranties herein contained, and for any loss or damage which we may suffer as a result of any such breach.

    1. LIMITATION OF LIABILITY

    TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR LICENSORS BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF ADDITIONAL SOFTWARE OR COMPUTER CONFIGURATIONS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES ARISING IN CONNECTION WITH ANY USE OF SPRITELEY APPOR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE INSTALLATION, UNINSTALLATION, USE OF OR INABILITY TO USE SPRITELEY APPUNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT WE WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR TOTAL LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID IF ANY, BY YOU FOR THE USE OF SPRITELEY APP.

    1. INDEMNITY

    You agree to defend, indemnify and hold us, our parent corporation, officers, directors, employees and agents, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your access to or use of SPRITELEY APP; (ii) your violation of these Terms; or (iii) your violation of any third party right, including without limitation, any intellectual property right, or privacy right.

    1. GOVERNING LAW AND DISPUTES

    This Agreement will be governed by, construed and enforced in accordance with the laws of Delaware, without regard to its conflicts of law principles or provisions. Delaware Courts shall have jurisdiction to adjudicate disputes.

    1. GENERAL

    These Terms constitutes the entire understanding between the parties with respect to the matters referred to herein. The Section headings in these Terms are provided for convenience purpose only and have no legal or contractual significance. If any provision of these Terms is held to be unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. Our failure to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. These Terms and any right granted herein may not be assigned by you without our prior written consent. The controlling language of these Terms is English. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail. Nothing in these Terms will be construed as creating a joint venture, partnership, employment or agency relationship between you and us, and you do not have any authority to create any obligation or make any representation on our behalf.

    1. CONTACT US.

    If you have any questions (or comments) concerning these Terms, you are most welcomed to contact us at info@spriteley.com and we will make an effort to reply within a reasonable time-frame.

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