Effective as of May 19, 2024

Notice to California subscribers: You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. If you subscribed using your Apple ID, refunds are handled by Apple. If you wish to request a refund, please visit https://getsupport.apple.com. If you subscribed using your Google Play Store account, contact customer support at [email protected].

1. Introduction & Definitions

This page details WingX’s Terms and Conditions of Use, or “Terms,” which is a contract between you and WingX. You are going to be legally bound by these Terms once you access, view or use the WingX website or mobile application (“WingX” or the “App”). The Terms constitute a binding legal agreement between you as user (“you”) and WingX LLC, a Massachusetts limited liability company (“we” or “us” or “the Company”). These Terms apply to anyone who accesses or uses our App, regardless of registration or subscription status.

Your access and use of our App is also subject to the Privacy Policy, and any terms disclosed and agreed to by you when you purchase additional features, products, or services from WingX (“Additional Terms Upon Purchase”), which are incorporated into these Terms by reference. If you do not wish to be bound by these Terms, do not access or use our App.

We reserve the right to modify, amend, or change the Terms at any time. Notice of any material change will be posted on this page with an updated effective date. In certain circumstances, we may notify you of a change to the Terms via email or other means; however, you are responsible for regularly checking this page for any changes. Your continued access or use of our App constitutes your ongoing consent to any changes, and as a result, you will be legally bound by the updated Terms. If you do not accept a change to the Terms, you must stop accessing or using our App immediately.

2. Account & Eligibility

By creating an account and using the App, you represent and warrant that:

• you are at least 18 years of age,

• you are legally qualified to form a binding contract with WingX,

• you are not a person who is barred from using the App under the laws of the United States or any other applicable jurisdiction (for example, you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition),

• you will comply with these Terms and all applicable local, state, national and international laws, rules and regulations, including without limitation, privacy laws, intellectual property laws, anti-spam laws, and regulatory requirements,

• you have not committed, been convicted of, or pled no contest to a felony, a sex crime, or any crime involving violence or a threat of violence, unless you have received clemency for a non-violent crime and we have determined that you are not likely to pose a threat to other users of our App, and that you are not required to register as a sex offender with any state, federal or local sex offender registry,

• you will use the latest version of the App (via mobile app or website),

• you do not have more than one account on the App, and

• you have not previously been removed from the App by us, unless you have our express written permission to create a new account.

If at any time you cease to meet these requirements, all authorization to access our App or systems is automatically revoked, and you must immediately delete your account. We retain the right to remove your access to our App without warning.

In order to use WingX, you may sign in using a number of ways, including by telephone number, Apple login, or Facebook login. If you choose to use your Facebook login, you authorize us to access and use certain Facebook account information, including but not limited to your public Facebook profile. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy.

You are responsible for maintaining the confidentiality of your login credentials you use to sign up for WingX, and you are solely responsible for all activities that occur under those credentials. If you think someone has gained access to your account, please immediately contact us at [email protected].

3. Behavior and Community Rules

You agree to:

• Comply with these Terms, and check this page from time to time to ensure you are aware of any changes;

• Comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, anti-spam laws, and regulatory requirements;

• Use the latest version of the Website and/or App;

• Treat other users in a courteous and respectful manner, both on and off our App;

• Be respectful when communicating with any of our employees;

• Maintain a strong password and take reasonable measures to protect the security of your login information; and

• Present yourself respectfully and authentically, and add at least one photo that shows your face.

You agree that you will not:

• Misrepresent your identity, age, current or previous positions, qualifications, or affiliations with a person or entity;

• Use the App in a way that damages the App or prevents its use by other users;

• Use our App in a way to interfere with, disrupt or negatively affect the platform, the servers, or our App’s networks;

• Use our App for any harmful, illegal, or nefarious purpose;

• Harass, bully, stalk, intimidate, assault, defame, harm or otherwise mistreat any person;

• Post or share prohibited content, including but limited to content that:

• Could reasonably be deemed to be offensive or to harass, upset, embarrass, alarm or annoy any other person;

• Is obscene, pornographic, violent or otherwise may offend human dignity, or contains nudity;

• Is abusive, insulting or threatening, discriminatory or that promotes or encourages racism, sexism, hatred or bigotry;

• Encourages or facilitates any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offense;

• Is defamatory, libelous, or untrue;

• Relates to commercial activities (including, without limitation, sales, competitions, promotions, and advertising, solicitation for services, “sugar daddy” or “sugar baby” relationships, links to other websites or premium line telephone numbers);

• Involves the transmission of “junk” mail or “spam”;

• Contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from the App or otherwise;

• Infringes upon any third party’s rights (including, without limitation, intellectual property rights and privacy rights);

• Was not written by you or was automatically generated, unless expressly authorized by WingX;

• Includes the image or likeness of another person without that person’s consent (or in the case of a minor, the minor’s parent or guardian), or is an image or likeness of a minor unaccompanied by the minor’s parent or guardian;

• Is inconsistent with the intended use of the App; or

• May harm the reputation of WingX or its affiliates.

• Solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal information without his or her permission;

• Solicit money or other items of value from another user, whether as a gift, loan, or form of compensation;

• Use another user’s account;

• Use our App in relation to fraud, a pyramid scheme, or other similar practice;

• Violate the terms of the license granted to you by WingX (see Section 9 below).

• Disclose private or proprietary information that you do not have the right to disclose;

• Copy, modify, transmit, distribute, or create any derivative works from, any Member Content or Our Content, or any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through our App without WingX’s prior written consent;

• Express or imply that any statements you make are endorsed by WingX;

• Use any robot, crawler, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of our App or its contents;

• Upload viruses or other malicious code or otherwise compromise the security of our App;

• Forge headers or otherwise manipulate identifiers to disguise the origin of any information transmitted to or through our App;

• “Frame” or “mirror” any part of our App without WingX’s prior written authorization;

• Use meta tags or code or other devices containing any reference to WingX or the platform (or any trademark, trade name, service mark, logo or slogan of WingX) to direct any person to any other website for any purpose;

• Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of our App, or cause others to do so;

• Use or develop any third-party applications that interact with our App or Member Content or information without our written consent;

• Use, access, or publish the WingX application programming interface without our written consent;

• Probe, scan or test the vulnerability of our App or any system or network;

• Encourage, promote, or agree to engage in any activity that violates these Terms; or

• Create a new account after we suspend or terminate your account, unless you receive our express permission.

Any violation of the above allowed and disallowed behaviors, including the uploading or sharing of content that violates these Terms, may result in the immediate suspension or termination of your account. The license granted to you under these Terms and any authorization to access the App is automatically revoked in the event that you do any of the above. You understand and agree that we may not share information with you regarding your account if doing so would potentially impair the safety or privacy of our other users.

WingX reserves the right to investigate and/or terminate your account without a refund of any purchases if you have violated these Terms, misused the App or behaved in a way that WingX regards as inappropriate or unlawful, including actions or communications that occur on or off the App.

4. No Representations or Warranties

Though WingX strives to encourage a respectful user experience, it is not responsible for the conduct of any user on or off the App. Communications received through the App, including automatic notifications sent by WingX, may result from users engaging with the App for improper purposes, including fraud, abuse, harassment, or other such improper behavior. You agree to use caution in all interactions with other users, particularly if you decide to communicate off the App or meet in person. You are solely responsible for your interactions with other users. Always use your best judgment and take appropriate safety precautions when communicating with or meeting new people.

WingX does not conduct criminal background or identity verification checks on its users or otherwise inquire into the background of its users. WingX makes no representations or warranties as to the conduct, identity, intentions, legitimacy, or veracity of its users. Use of WingX and the materials available on it is at your sole risk. WingX is not responsible for any loss arising from the transmission, use of data, or inaccurate Member Content.

WingX reserves the right to conduct – and you authorize WingX to conduct – any criminal background check or other screenings (such as sex offender register searches) at any time using available public records, and you agree that any information you provide may be used for that purpose. If WingX decides to conduct any screening through a consumer reporting agency, you hereby authorize WingX to obtain and use a consumer report about you to determine your eligibility under these terms.

You are responsible for taking all necessary precautions to ensure that any material you may obtain from WingX is free of viruses or other harmful components. You accept that WingX will not be provided uninterrupted or error free, that defects may not be corrected or that WingX, or the server that makes it available, are free of viruses or bugs, spyware, Trojan horse or any similar malicious software. WingX is not responsible for any damage to your computer hardware, computer software, or other equipment or technology including, but without limitation damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction.

5. Your Content

“Your Content” refers to content that you upload or provide while using our App. In these Terms, “Content” includes, without limitation, all text, images, video, audio, or other material on our App, including information on users’ profiles and in direct messages between users.

You are solely responsible and liable for Your Content, and, therefore, you agree to indemnify, defend, release, and hold us harmless from any claims made in connection with Your Content.

You represent and warrant to us that the information you provide to us or any other user is accurate, including any information submitted through Facebook or other third-party sources (if applicable), and that you will update your account information as necessary to ensure its accuracy.

The content included on your individual profile should be relevant to the intended use of our Apps. You may not display any personal contact or banking information, whether in relation to you or any other person (for example, names, home addresses or postcodes, telephone numbers, email addresses, URLs, credit/ debit card or other banking details). If you choose to reveal any personal information about yourself to other users, you do so at your own risk. We encourage you to use caution in disclosing any personal information online.

Your individual profile will be visible to other people around the world, so be sure that you are comfortable sharing Your Content before you post. You acknowledge and agree that Your Content may be viewed by other users, and, notwithstanding these Terms, other users may share Your Content with third parties. By uploading Your Content, you represent and warrant to us that you have all necessary rights and licenses to do so and automatically grant us a license to use Your Content as provided under Section 10 below.

You understand and agree that we may monitor or review Your Content, and we have the right to remove, delete, edit, limit, or block or prevent access to any of Your Content at any time at our sole discretion. Furthermore, you understand and agree that we have no obligation to display or review Your Content.

6. Our Content

“Our Content” refers to content that WingX provides on and through our App. In these Terms, “Content” includes, without limitation, all text, images, video, audio, or other material on our App, including information on users’ profiles and in direct messages between users.

Any other text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, images, and other intellectual property appearing on our App is owned, controlled or licensed by us and protected by copyright, trademark and other intellectual property law rights. All rights, title, and interest in and to Our Content remains with us at all times.

We grant you a limited license to access and use Our Content as provided under Section 9 below, and we reserve all other rights.

7. Member Content

“Member Content” refers to content that other users upload or provide while using our App. In these Terms, “Content” includes, without limitation, all text, images, video, audio, or other material on our App, including information on users’ profiles and in direct messages between users. Member Content belongs to the user who posted the content and is stored on our servers and displayed at the direction of that user.

You do not have any rights in relation to Member Content, and, unless expressly authorized by WingX, you may only use Member Content to the extent that your use is consistent with our App’s purpose of allowing users to communicate with and meet one another. You may not copy the Member Content or use Member Content for commercial purposes, to spam, to harass, or to make unlawful threats. We reserve the right to terminate your account if you misuse Member Content.

Member Content is subject to the terms and conditions of Sections 512(c) and/or 512(d) of the Digital Millennium Copyright Act 1998. To submit a complaint regarding Member Content that may constitute intellectual property infringement, see Section 16, or Digital Millennium Copyright Act below.

8. Privacy

For information about how WingX collects, uses, and shares your personal data, please read our Privacy Policy. By using our App, you agree that we may use your personal data in accordance with our Privacy Policy.

9. Your Rights

For as long as you comply with these Terms, WingX grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non- sublicensable license to access and use our App for purposes as intended by WingX and permitted by these Terms and applicable laws. This license and any authorization to access the App are automatically revoked in the event that you fail to comply with these Terms.

10. Our Rights

By creating an account, you grant to WingX a worldwide, perpetual, transferable, sub-licensable, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, translate, modify, reformat, incorporate into other works, advertise, distribute and otherwise make available to the general public Your Content, including any information you authorize us to access from Facebook or other third- party sources (if applicable), in whole or in part, and in any way and in any format or medium currently known or developed in the future. WingX’s license to Your Content shall be non-exclusive, except that WingX’s license shall be exclusive with respect to derivative works created through use of our App. For example, WingX would have an exclusive license to screenshots of our App that include Your Content.

In addition, so that WingX can prevent the use of Your Content outside of our App, you authorize WingX to act on your behalf with respect to infringing uses of Your Content taken from our App by other users or third parties. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if Your Content is taken and used by third parties outside of our App. WingX is not obligated to take any action with regard to use of Your Content by other users or third parties. WingX’s license to Your Content is subject to your rights under applicable law (for example, laws regarding personal data protection to the extent the content contains personal information as defined by those laws).

In consideration for WingX allowing you to use our App, you agree that we and our third-party partners may place advertising on our App.

You agree that WingX may access, preserve, and disclose your account information, including Your Content, if required to do so by law or upon a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Company or any other person.

11. Purchases

WingX may offer products and services for purchase through iTunes, Google Play or other external services authorized by WingX (each, an “External Service,” and any purchases made thereon, an “External Service Purchase”). WingX may also in the future offer products and services for purchase via credit card or other payment processors on the Website or inside the App (“Internal Purchases”). If you purchase a subscription, it will automatically renew until you cancel, in accordance with the terms disclosed to you at the time of purchase, as further described below. If you cancel your subscription, you will continue to have access to your subscription benefits until the end of your subscription period, at which point it will expire.

Because our App may be utilized without a subscription, canceling your subscription does not remove your profile from our App. If you wish to fully terminate your membership, you must terminate your membership as set forth in Section 13.

WingX operates a global business, and our pricing varies by a number of factors. We frequently offer promotional rates – which can vary based on region, length of subscription, bundle size and more. We also regularly test new features and payment options.

When making a purchase on the App, you may have the option to pay through an External Service, such as with your Apple ID or Google Play account (“your External Service Account”), and your External Service Account will be charged for the purchase in accordance with the terms disclosed to you at the time of purchase and the general terms applicable to your External Service Account. Some External Services may charge you sales tax, depending on where you live, which may change from time to time.

If your External Service Purchase includes an automatically renewing subscription, your External Service Account will continue to be periodically charged for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, the subscription will automatically continue for the price and time period you agreed to when subscribing.

If you do not want your subscription to renew automatically, or if you want to change or terminate your subscription, you must log in to your External Service Account and follow instructions to manage or cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the App from your device. For example, if you subscribed using your Apple ID, cancellation is handled by Apple, not WingX. To cancel a purchase made with your Apple ID, go to Settings > iTunes & App Stores > [click on your Apple ID] > View Apple ID > Subscriptions, then find your WingX subscription and follow the instructions to cancel. You can also request assistance at https://getsupport.apple.com. Similarly, if you subscribed on Google Play, cancellation is handled by Google. To cancel a purchase made through Google Play, launch the Google Play app on your mobile device and go to Menu > My Apps > Subscriptions, then find your WingX subscription and follow the instructions to cancel. You can also request assistance at https://play.google.com. If you cancel a subscription, you may continue to use the canceled service until the end of your then-current subscription term. The subscription will not be renewed when your then-current term expires.

If you initiate a chargeback or otherwise reverse a payment made with your External Service Account, WingX may terminate your account immediately at its sole discretion. WingX will retain all funds charged to your External Service Account until you cancel your subscription through your External Service Account. Certain users may be entitled to request a refund. See Section 12 below for more information.

“Virtual Item(s)” offer the opportunity to purchase a limited, personal, non-transferable, non-sublicensable, revocable license to use or access special limited-use features from WingX. You may only purchase Virtual Items from us through our App. Virtual Items represent a limited license right governed by these Terms, and, except as otherwise prohibited by applicable law, no title or ownership in or to Virtual Items is being transferred or assigned to you. These Terms should not be construed as a sale of any rights in Virtual Items.

Any Virtual Item balance shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your license. Virtual Items do not incur fees for non-use; however, the license granted to you in Virtual Items will terminate in accordance with these Terms, on the earlier of when WingX ceases providing our App services, or your account is otherwise closed or terminated.

WingX, in its sole discretion, reserves the right to charge fees for the right to access or use Virtual Items and/or may distribute Virtual Items with or without charge. WingX may manage, regulate, control, modify, or eliminate Virtual Items at any time, including taking actions that may impact the perceived value or purchase price, if applicable, of any Virtual Items. WingX shall have no liability to you or any third party in the event that WingX exercises any such rights. The transfer of Virtual Items is prohibited, and you shall not sell, redeem, or otherwise transfer Virtual Items to any person or entity. Virtual Items may only be redeemed through our App.

All purchases and redemptions of Virtual Items made through our App are final and non-refundable. You acknowledge that WingX is not required to provide a refund for any reason, and that you will not receive money or other compensation for unused Virtual Items when an account is closed, whether it was closed voluntarily or involuntarily.

12. Refunds

Generally, all purchases are final and nonrefundable, and there are no refunds or credits for partially used periods, except if the laws applicable in your jurisdiction provide for refunds.

For subscribers residing in the EU, EEA, UK, and Switzerland: In accordance with local law, you are entitled to a full refund during the 14 days after the subscription begins. Please note that this 14-day period commences when the subscription starts.

For subscribers residing in Arizona, California, Colorado, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio, Rhode Island, and Wisconsin: You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use our App) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing the Company notice in the same manner as you request a refund as described below.

Purchases of Virtual Items are final and non-refundable.

If any of the above apply to you and you subscribed using your Apple ID, your refund requests are handled by Apple, not WingX. To request a refund, please contact your External Service directly; for example using your Apple device, go to Settings > iTunes & App Stores > [click on your Apple ID] > View Apple ID > Purchase History. Find the transaction and select “Report a Problem.” You can also request a refund at https://getsupport.apple.com. For any other purchase, please contact WingX Customer Service by e-mailing a dated notice to [email protected] which states that you, the buyer, are canceling these Terms, or words of a similar effect. Please also include the email address or telephone number associated with your account.

13. Account Termination

You can delete your account at any time by logging into the App, going to the “Profile” tab, and selecting “Settings & Privacy” (the gear icon), clicking “Delete Account,” and following the instructions to terminate your membership. However, you will need to cancel / manage any External Service Purchases through your External Service Account (e.g., iTunes, Google Play) to avoid additional billing.

WingX reserves the right to investigate and, if appropriate, suspend or terminate your account without a refund if WingX believes that you have violated these Terms, misused our App, or behaved in a way that WingX regards as inappropriate or unlawful, on or off our App. We reserve the right to make use of any personal, technological, legal, or other means available to enforce the Terms, at any time without liability and without the obligation to give you prior notice, including, but not limited to, preventing you from accessing the App.

If your account is terminated by you or by WingX for any reason, these Terms continue and remain enforceable between you and WingX, and you will not be entitled to any refund for purchases made. Your information will be maintained and deleted in accordance with our Privacy Policy.

14. Disclaimer

WingX provides our services on an “as is” and “as available” basis and to the extent permitted by applicable law, grants no warranties of any kind, whether express, implied, statutory or otherwise with respect to our services (including all content contained therein), including, without limitation, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. WingX does not represent or warrant that (a) our services will be uninterrupted, secure, or error-free, (b) any defects or errors in our services will be discovered or corrected, or (c) that any content or information you obtain on or through our services will be accurate or appropriate for your purposes. Furthermore, WingX makes no guarantees as to the number of active users at any time; users’ ability or desire to communicate with or meet you, or the ultimate compatibility with or conduct by users you meet through the services.

WingX assumes no responsibility for any content that you or another user or third party posts, sends, or receives through our services; nor does WingX assume responsibility for the identity, intentions, legitimacy, or veracity of any users with whom you may communicate with through WingX. Any material downloaded or otherwise obtained through the use of our services is accessed at your own discretion and risk. WingX is not responsible for any damage to your computer hardware, computer software, or other equipment or technology including, but without limitation, damage from any security breach or from any virus, bugs, tampering, hacking, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure, or any other technical or other disruption or malfunction.

15. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will WingX, its affiliates, employees, licensors, or service providers be liable for any indirect, consequential, exemplary, incidental, special, punitive, fixed, or enhanced damages, including, without limitation, loss of profits, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: (i) your access to or use of or inability to access or use the services, (ii) the conduct or content of any users or third parties on or through any of our affiliates’ services or in connection with the services; or (iii) unauthorized access, use, or alteration of your content, even if WingX has been advised of the possibility of such damages. To the fullest extent permitted by applicable law, in no event will WingX’s aggregate liability to you for all claims relating to the services exceed the amount paid, if any, by you to WingX for the services during the twenty-four (24) month period immediately preceding the date that you first file a lawsuit, arbitration or any other legal proceeding against WingX, whether statutory, in law or in equity, in any tribunal. The damages limitation set forth in the immediately preceding sentence applies (i) regardless of the ground upon which liability is based (whether default, contract, tort, statute, or otherwise), (ii) irrespective of the type of breach of rights, privileges, or obligations, and (iii) with respect to all events, the service, and this agreement.

The limitation of liability provisions set forth in this section shall apply even if your remedies under this agreement fail with respect to their essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you.

16. Digital Millennium Copyright Act

WingX has adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act (the “DMCA”). If you believe any Member Content or Our Content infringes upon your intellectual property rights, please submit a notification alleging such infringement (“DMCA Takedown Notice”) including the following:

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

• 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;

• Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;

• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

• 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

• A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

• Any DMCA Takedown Notices should be sent to [email protected].

WingX will terminate the accounts of repeat infringers.

17. Ads and Third-Party Content

Our App may contain advertisements and promotions offered by third parties and links to other websites or resources. WingX may also provide non-commercial links or references to third parties within its content. WingX is not responsible for the availability (or lack of availability) of any external websites or resources or their content. Furthermore, WingX is not responsible for, and does not endorse, any products or services that may be offered by third-party websites or resources. If you choose to interact with the third parties made available through our App, such party’s terms will govern their relationship with you. WingX is not responsible or liable for such third parties’ terms or actions.

18. Dispute Resolution

This “Arbitration Agreement” henceforth described in this Dispute Resolution Section applies to any disputes or claims of any kind whatsoever (whether based in contract, tort, statute, regulation, ordinance, fraud, misrepresentation or any other legal or equitable theory) between you and WingX (the “Parties”, or individually, “Party”) arising out of or relating to the Terms, prior versions of the Terms, your use of our App, or any other aspect of your relationship with WingX, including claims or disputes arising (but not actually filed in arbitration) before the effective date of these Terms.

To the fullest extent allowable by law, you and WingX each waive the right to a jury trial and the right to litigate disputes in court in favor of individual arbitration (except for small claims court as provided above). You and WingX each waive the right to file or participate in a class action against the other or otherwise to seek relief on a class basis, including any currently pending actions against WingX. To the fullest extent allowable by law, there shall be no right or authority for any claims to be arbitrated or litigated on a class, collective, representative, consolidated, or private attorney general basis. The arbitrator can award the same relief available in court provided that the arbitrator may only award final relief (including injunctive or declaratory relief) in favor of the individual party seeking relief and only to the extent necessary to provide final relief warranted by that individual party’s claim. The arbitrator may not award final relief for, against, or on behalf of anyone who is not a party to the arbitration on a class, collective, representative, or private attorney general basis. If a court determines that any of these prohibitions in this paragraph are unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), and all appeals of that decision are exhausted or the decision is otherwise final, then you and WingX agree that that particular claim or request for relief shall proceed in court but shall be stayed pending individual arbitration of the remaining claims for relief that you have brought. If this specific paragraph is found to be unenforceable, then the entirety of this arbitration provision (except for the jury trial waiver and the informal dispute resolution process) shall be null and void. This paragraph is an essential part of this arbitration agreement.

Any part of this Dispute Resolution Section that is prohibited by law shall not apply to the users residing in that jurisdiction, for example to users residing within the EU, EEA, UK, or Switzerland. The online dispute settlement platform of the European Commission is available under http://ec.europa.eu/odr. WingX does not take part in dispute settlement procedures in front of a consumer arbitration entity for users residing in the EU, EEA, UK, or Switzerland.

1. Resolve with WingX: If you are dissatisfied with our Services for any reason, please contact WingX Customer Service first at [email protected] so we can try to resolve your concerns without the need of outside assistance. If you choose to pursue a dispute, claim or controversy against WingX, these terms will apply. For purposes of this Dispute Resolution Process and Arbitration Procedures set forth in this section, “WingX” shall include our affiliates, employees, licensors, and service providers.

2. Notice of Dispute and Informal Resolution: Before formally pursuing a Dispute in arbitration or small claims court, you agree to first send a detailed notice (“Notice”) to [email protected]. Similarly, if WingX has a Dispute with you, WingX agrees to first send a Notice to you at your most recent email address on file with us, or if no email address is on file, other contact information associated with your account. Your Notice must contain all of the following information: (1) your full name; (2) information that enables WingX to identify your account, including a picture or screenshot of your profile, your address, mobile phone number, email address, and date of birth you used to register your account if any; and (3) a detailed description of your Dispute, including the nature and factual basis of your claim(s) and the relief you are seeking with a corresponding calculation of your alleged damages (if any). You must personally sign this Notice for it to be effective.

WingX’s Notice must likewise set forth a detailed description of its Dispute, which shall include the nature and factual basis of its claim(s) and the relief it is seeking, with a corresponding calculation of our damages (if any). You and WingX agree to then negotiate in good faith in an effort to resolve the Dispute. As part of these good faith negotiations, if WingX requests a telephone conference with you to discuss your Dispute, you agree to personally participate, with your attorney if you’re represented by counsel. Likewise, if you request a telephone conference to discuss WingX’s Dispute with you, WingX agrees to have one representative participate. This informal process should lead to a resolution of the Dispute. However, if the Dispute is not resolved within 60 days after receipt of a fully completed Notice and the Parties have not otherwise mutually agreed to an extension of this informal dispute resolution time period, you or WingX may initiate an arbitration (subject to a Party’s right to elect small claims court as provided below).

Completion of this informal dispute resolution is a condition precedent to filing any demand for arbitration or small claims court action. Failure to do so is a breach of these Terms. The statute of limitations and any filing fee deadlines will be tolled while you and WingX engage in this informal dispute resolution process. Unless prohibited by applicable law, the arbitration provider, National Arbitration and Mediation (“NAM”), shall not accept or administer any demand for arbitration and shall administratively close any arbitration unless the Party bringing such demand for arbitration can certify in writing that the terms and conditions of this informal dispute resolution process were fully satisfied. A court of competent jurisdiction shall have authority to enforce this provision and to enjoin any arbitration proceeding or small claims court action.

3. Binding Individual Arbitration: Any dispute, claim, or controversy between you and WingX that is not resolved informally by WingX Customer Service or as described above that arises from or relates in any way to these Terms (including any alleged breach of these Terms), the App, or our relationship with you (collectively, “Dispute”), shall be exclusively resolved through Binding Individual Arbitration except as specifically provided otherwise in this Dispute Resolution Section. “Dispute” as used in these Terms shall have the broadest possible meaning and include claims that arose before the existence of this or any prior Terms and claims that arise during the term of these Terms or after the termination of these Terms. Notwithstanding the foregoing, either you or WingX may elect to have an individual claim heard in small claims court. If the request to proceed in small claims court is made after an arbitration has been initiated but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined by the small claims court. All other issues (except as otherwise provided herein) are exclusively for the Arbitrator to decide, including but not limited to scope and enforceability of this Dispute Resolution Section, as well as any request to proceed in small claims court that is made after an arbitrator has been appointed. If you or WingX challenges the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election shall be severed from these Terms as to your Dispute. However, such court determination shall not be considered or deemed binding with respect to WingX’s other contracting parties.

For Disputes that are submitted to NAM after fully completing the Notice of Dispute and Informal Resolution process described above and when no small claims court election is made by either Party, any arbitration between you and WingX shall be administered by NAM in accordance with NAM’s operative Comprehensive Dispute Resolution Rules and Procedures (the “NAM Rules”) in effect at the time any demand for arbitration is filed with NAM, as modified by this Dispute Resolution Section. For a copy of the NAM Rules, please visit https://www.namadr.com/resources/rules-fees-forms or contact NAM at NAM’s National Processing Center at 990 Stewart Avenue, 1st Floor, Garden City, NY 11530 and email address [email protected]. If NAM is unable or unwilling to perform its duties under these Terms, the parties shall mutually agree on an alternative administrator that will replace NAM and assume NAM’s role consistent with these Terms. If the parties are unable to agree, they will petition a court of competent jurisdiction to appoint an administrator that will assume NAM’s duties under these Terms.

The Parties agree that the following procedures will apply to any Arbitrations initiated under this Dispute Resolution Section:

1. Commencing an Arbitration – To initiate an arbitration, you or WingX shall send to NAM a demand for arbitration (“Demand for Arbitration”) that describes the claim(s) and request for relief in detail, consistent with the requirements in these Terms and NAM Rules. If you send a Demand for Arbitration, you shall also send it to WingX at legal@wingxapp.com within 10 days of delivery of the Demand for Arbitration to NAM. If WingX sends a Demand for Arbitration, we will also send it to your mailing address on file with us within the same 10-day period. If your mailing address is unavailable, we will send it to your email address on file, or if no email address is on file, other contact information associated with your account. The arbitration provider shall not accept or administer any demand for arbitration and shall administratively close any such demand for arbitration that fails to certify in writing that the Party meets the requirements of Dispute Resolution Section 18 or if either Party elects small claims court as set forth above.

2. Fees – The payment of all fees shall be governed by the NAM Rules, except to the extent that the case is a part of a Mass Filing (as defined below) or the NAM fees and costs (including Arbitrator fees) paid by either Party are reallocated upon order of the Arbitrator following a determination that (a) either Party breached Section 18 of these Terms, (b) such reallocation is called for under these Terms, or (c) reallocation is otherwise permitted under applicable law. Upon showing WingX of your financial hardship we will consider a good faith request made by you to pay your portion of the applicable consumer portion of the filing fee.

3. The Arbitrator – The arbitration shall be conducted by a single, neutral arbitrator (the “Claim Arbitrator”), as assisted by any Process Arbitrator appointed under NAM Rules. (The term “Arbitrator” applies to both the Claim Arbitrator and the Process Arbitrator). If a hearing is elected by either Party, the Arbitrator shall be in or close to the location in which you reside. The Arbitrator is bound by and shall adhere to these Terms. In the event NAM Rules conflict with these Terms, these Terms shall control. If the Arbitrator determines that strict application of any term of Section 18 of these Terms (except for the small claims election, which shall be determined by the small claims court) would result in a fundamentally unfair arbitration (the “Unfair Term”), then the Arbitrator shall have authority to modify the Unfair Term to the extent necessary to ensure a fundamentally fair arbitration that is consistent with the Terms of Use (the “Modified Term”). In determining the substance of a Modified Term, the Arbitrator shall select a term that comes closest to expressing the intention of the Unfair Term.

4. Dispositive Motions – The Parties agree that the Claim Arbitrator shall have the authority to consider dispositive motions without an oral evidentiary hearing. Dispositive motions may be requested under the following circumstances: (a) within 30 days after the Claim Arbitrator’s appointment, a Party may request to file a dispositive motion based upon the pleadings; and (b) no later than 30 days prior to the evidentiary hearing, a Party may request to file a dispositive motion for summary judgment based upon the Parties’ pleadings and the evidence submitted.

5. Discovery – Each Party may (a) serve up to five requests for relevant, non-privileged documents from the other Party; and (b) request that the other Party provide verified responses to no more than 5 relevant interrogatories (including subparts). Unless both Parties agree otherwise, no other forms of discovery (including depositions) may be utilized. Any such discovery requests must be served on the other Party within 21 days after the Claim Arbitrator’s appointment. The responding Party shall provide the requesting Party with all responsive, non-privileged documents, responses signed by the Party themselves to the requested interrogatories, and/or any objections to the requests within 30 days after receipt of the requests, or, in the event of an objection to any discovery request, 30 days after the Claim Arbitrator resolves the dispute. In the event either Party requests that the Claim Arbitrator consider a dispositive motion on the pleadings, such written discovery response deadlines shall be extended until 30 days following the Claim Arbitrator’s final decision on such dispositive motion. Any disputes about discovery or requests for extensions shall be submitted promptly to the Claim Arbitrator for resolution. In ruling on any discovery dispute or extension request, the Claim Arbitrator shall take into consideration the nature, amount, and scope of the underlying arbitration claim, the cost and other effort that would be involved in providing the requested discovery, the case schedule, and whether the requested discovery is necessary for the adequate preparation of a claim or defense.

6. Confidentiality – Upon either Party’s request, the Arbitrator will issue an order requiring that confidential information of either Party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal.

7. Arbitration Hearing – You and WingX are entitled to a fair evidentiary hearing (i.e. trial) before the Claim Arbitrator. Arbitration proceedings are usually simpler, less costly, and more streamlined than trials and other judicial proceedings. The Parties agree to waive all oral hearings and instead submit all disputes to the Claim Arbitrator for an award based on written submissions and other evidence as the Parties may agree, unless a Party requests an oral hearing within 10 days after the Respondent files a response. If an oral evidentiary hearing is requested, both Parties must be personally present at the hearing, regardless of whether either Party has retained counsel. Both Parties must personally attend the hearing. Either Party’s failure to personally attend the hearing, without a continuance ordered by the Claim Arbitrator for good cause, will result in a default judgment taken against that Party.

8. Arbitration Award – Regardless of the format of the arbitration, the Claim Arbitrator shall provide a reasoned decision, in writing within 30 days after the hearing or, if no hearing is held, within 30 days after any rebuttal or supplemental statements are due. The decision must clearly specify the relief, if any, awarded and contain a brief statement of the reasons for the award. The arbitration award is binding only between you and WingX and will not have any preclusive effect in another arbitration or proceeding that involves a different Party. The Claim Arbitrator may, however, choose to consider rulings from other arbitrations involving a different Party. The Arbitrator may award fees and costs as provided by the NAM Rules or to the extent such fees and costs could be awarded in court. This includes but is not limited to the ability of the Arbitrator to award fees and costs if the Arbitrator determines that a claim or defense is frivolous or was brought for an improper purpose, for the purpose of harassment, or in bad faith.

9. Offer of Settlement – The Respondent may, but is not obligated to, make a written settlement offer to the opposing Party any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. The amount or terms of any settlement offer may not be disclosed to the Claim Arbitrator until after the Claim Arbitrator issues an award on the claim. If the award is issued in the opposing Party’s favor and is less than the Respondent’s settlement offer or if the award is in the Respondent’s favor, the opposing Party must pay the Respondent’s costs incurred after the offer was made, including any attorney’s fees. If any applicable statute or caselaw prohibits the flipping of costs incurred in the arbitration, then the offer in this provision shall serve to cease the accumulation of any costs that claimant may be entitled to for the cause of action under which it is suing.

10. Mass Filing – If, at any time, 25 or more similar demands for arbitration are asserted against WingX or related parties by the same or coordinated counsel or entities (“Mass Filing”), consistent with the definition and criteria of Mass Filings set forth in the NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules”, available at https://www.namadr.com/resources/rules-fees-forms/), the additional protocols set forth below shall apply.

i. If you or your counsel file a Demand for Arbitration that fits within the definition of Mass Filing referred to above, then you agree that your Demand for Arbitration shall be subject to the additional protocols set forth in this Mass Filing subsection. You also acknowledge that the adjudication of your Dispute might be delayed and that any applicable statute of limitations shall be tolled from the time at which the first cases are chosen to proceed until your case is chosen for a bellwether proceeding.

ii. NAM’s Mass Filing Rules shall apply if your Dispute is deemed by NAM, in its sole discretion pursuant to its Rules and this Dispute Resolution Section, to be part of a Mass Filing. Such election for NAM’s Mass Filing Rules and related fee schedule must be made by either you or WingX in writing and submitted to NAM and all Parties.

iii. Bellwether Proceedings. Bellwether proceedings are encouraged by courts and arbitration administrators when there are multiple disputes involving similar claims against the same or related parties. Counsel for the Mass Filings claimants (including you) and counsel for WingX shall each select 15 Demands for Arbitration (30 total), and no more than 30 arbitrations shall be filed, processed, adjudicated, or pending at the same time, with each of the 30 individual arbitrations presided over by a different Claim Arbitrator, in a first set of bellwether proceedings. During this time, no other Demands for arbitration that are part of the Mass Filings may be filed, processed, adjudicated, or pending. If the Parties are unable to resolve the remaining Demands for Arbitration after the first set of bellwether proceedings are arbitrated or otherwise resolved, then counsel for the Claimants and counsel for WingX shall each select an additional 15 Demands for Arbitration (30) total to be filed, processed, and adjudicated as individual arbitrations, with each of the 30 arbitrations presided over by a different Claim Arbitrator, in a second set of bellwether proceedings. During this time, no other Demands for Arbitration that are part of the Mass Filings may be filed, processed, or adjudicated. This staged process of bellwether proceedings, with each set including 30 Demands for Arbitration adjudicated on an individual basis, shall continue until each Demand included in the Mass Filings (including your Demand for Arbitration) is adjudicated or otherwise resolved. Fees associated with a Demand for Arbitration included in the Mass Filings, including fees owed by WingX and the claimants (including you), shall only be due after your Demand for Arbitration is chosen as part of a set of bellwether proceedings and therefore properly designated for filing, processing, and adjudication. Any applicable statute of limitations shall be tolled beginning when you initiate the informal dispute resolution process set forth at the beginning of this Section 18, and if the first Mass Filings’ Demands for Arbitration are chosen for the initial set of bellwether proceedings have been filed, your claims will remain tolled until your Demand for Arbitration is decided, withdrawn, or is settled. A court of competent jurisdiction located in a venue allowed under Section 20 of the Agreement shall have the power to enforce this subsection.

iv. You and WingX agree that we each value the integrity and efficiency of the arbitration and small claims court process and wish to employ the process for the fair resolution of genuine and sincere disputes between us. You and WingX acknowledge and agree to act in good faith to ensure the fair resolution of genuine and sincere Disputes. The Parties further agree that application of these Mass Filings procedures have been reasonably designed to result in an efficient and fair adjudication of such cases.

4. Survival of Agreement: This Dispute Resolution Section 18 applies to all Disputes between the Parties, including for any claims that accrued against you or WingX prior to the time of your consent to these Terms and to any claims that accrue against you or WingX after your consent to these Terms. Notwithstanding any provision in these Terms to the contrary, you may elect to opt out of the retroactive application of this Dispute Resolution Section 18 as to claims that have accrued against you or against WingX prior to the time of your consent to these Terms. You may opt out by sending us written notice, within 30 days of the time you consent to these Terms, to the following email address: [email protected]. You must include information sufficient to identify your account(s), such as the email address or phone number associated with your account(s), and should include a statement that you are opting out of the retroactive application of this Dispute Resolution Section 18. If you opt out of the retroactive application of this Dispute Resolution Section 18, you will still be subject to and bound by any Dispute Resolution Sections and Arbitration Procedures you previously agreed to, including any arbitration provisions, class action waivers, and retroactive application sections. Also, regardless of whether you opt out of the retroactive application of these changes, the Parties will resolve any claims that accrue against you or WingX after your consent to these terms in accordance with this Dispute Resolution Section 18.

19. Governing Law

To the fullest extent allowable by law, the laws of Massachusetts, United States of America, without regard to its conflict of laws rules, shall apply to any Dispute arising out of or relating to these Terms or our Services. For the avoidance of doubt, for users residing outside of the United States, the choice of Massachusetts governing law shall not supersede any mandatory consumer protection legislation in the jurisdiction where you resided at the time you accepted these Terms. Notwithstanding the foregoing, the Dispute Resolution Process set forth in Section 18 shall be governed by the Federal Arbitration Act.

20. Forum Selection

Except where prohibited by law, including for users residing in the EU, EEA, UK or Switzerland, who may bring claims in their country of residence in accordance with applicable law, and except for claims that are heard in a small claims court as set forth in Section 18, any claims arising out of or relating to these Terms, to our Services, or to your relationship with WingX that for whatever reason are not required to be arbitrated or filed in small claims court, will be litigated exclusively in the federal or state courts located in Suffolk County, Massachusetts, United States of America. You and WingX consent to the exercise of personal jurisdiction of courts in the State of Massachusetts and waive any claim that such courts constitute an inconvenient forum.

21. Indemnity By You

You agree to indemnify, defend, release, and hold us, and our partners, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with:

• any negligent acts, omissions or willful misconduct by you;

• your access to and use of the App;

• the uploading or submission of Content to the App by you;

• any breach of these Terms by you; and/or

• your violation of any law or of any rights of any third party.

22. Acceptance of Terms

By using our Services, whether through a mobile device, mobile application, or computer, you agree to be bound by (i) these Terms, which we may amend from time to time, (ii) our Privacy Policy, and (iii) any Additional Terms Upon Purchase. If you do not accept and agree to be bound by all of the terms of this document, you are not entitled to use our Services.

23. Scope of Terms

These Terms, along with the Privacy Policy and any Additional Terms Upon Purchase, contain the entire agreement between you and WingX regarding the use of our Services. The Terms supersede all previous agreements, representations, and arrangements between us, written or oral. If any provision of these Terms is held invalid, illegal, or otherwise unenforceable, the remainder of the Terms shall continue in full force and effect. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

You agree that your WingX account is non-transferable and all of your rights to your account and its content terminate upon your death, unless otherwise provided by law. Any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of these Terms, and you may not make any representations on behalf of or bind WingX in any manner.

24. State-Specific Terms

• Subscribers with residence in New York:

• Our Services do not guarantee any number of “referrals”—rather, the functionality of the Services is such that the subscriber can view as many profiles as he/she would like;

• Upon notice in writing and delivered to [email protected], subscribers may place their subscription on hold for up to one year;

• How your information is used and how you may access your information is set forth in our Privacy Policy;

• You may review the New York Dating Service Consumer Bill of Rights here.

• Subscribers with residence in North Carolina:

• You may review the North Carolina Buyer’s Rights here.

• Subscribers with residence in Illinois, New York, North Carolina, and Ohio:

• Our Services are widely available in the United States—if you believe that you have moved outside a location where we provide the Services, please contact us in writing delivered to [email protected], and we will work with you to provide alternative services or a refund.

• Subscribers with residence in Arizona, California, Colorado, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio, Rhode Island, and Wisconsin:

• You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use our Services) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing the Company notice in the same manner as you request a refund as described above in Section 12.