EULA

TERMS AND CONDITIONS

These Terms and Conditions (the "Agreement") form a legal agreement between you ("End-user" or "you") and Jigtalk App Limited ("Jigsaw", "us" or "we") for the use of Jigsaw mobile application software ("App"). This Agreement also applies to any of the services accessible through the App ("Services") unless you are provided access to separate Terms and Conditions that applies to a particular Service.

Your use of the App is subject to the terms of this Agreement and rules or policies applied by Apple’s App store, Google’s Play Store or any other Appstore provider or operator ("Appstore") from whom the End-user downloaded the App ("Appstore Rules"). We do not sell the App to you. We remain the owners of the App at all times.

IMPORTANT NOTICES:

By downloading the App, you agree to the terms and conditions of this Agreement and the Privacy Policy applicable to the App, which is hereby incorporated into and made part of this Agreement. IF YOU DO NOT AGREE TO THIS AGREEMENT AND THE PRIVACY POLICY, YOU MAY NOT USE THE APP AND MUST NOT DOWNLOAD THE APP OR, IF ALREADY DOWNLOADED, MUST UNINSTALL THE APP FROM YOUR DEVICE. You should print a copy of this Agreement for future reference.

Under Section 18.4 below, any disputes or claims related to this Agreement will be resolved by arbitration to the extent permitted by law. The Agreement also contains a waiver of any rights to sue in court, including through a class action. You may opt-out of these provisions by following the instructions in Section 18.4.

OPERATING SYSTEM REQUIREMENTS: THIS APP REQUIRES A DEVICE WITH A MINIMUM OF 15MB OF MEMORY, INTERNET ACCESS AND THE APPLE OPERATING SYSTEM iOS 11 OR LATER OR THE ANDROID OPERATING SYSTEM 8.0 OREO OR LATER.

AGREED TERMS AND CONDITIONS

Eligibility and other users

You must be 18 years of age or older to use the App or Services. By accepting this Agreement, you represent and warrant to Jigsaw that you: (i) are 18 years of age or older and are of legal age to enter into a legally binding agreement, and that you have the right, authority and capacity to agree to and abide by this Agreement; (ii) will use the App in a manner consistent with any and all applicable laws and regulations; and (iii) have not been convicted of any criminal offense and are not required to register as a sex offender with any government authority.

YOU ACKNOWLEDGE THAT WE DO NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON USERS OF THE APP AND SERVICES. However, we reserve the right (but do not have the obligation) to conduct a criminal background check on you and you consent to such criminal background checks, and will cooperate with any requirements necessary for us to complete such checks, to the extent permitted by applicable law. You are responsible for ensuring your safety in all interactions with other users of the App and should institute measures at all times to ensure your safety. Refer to the FAQs on our website at https://jigsaw.co for safe dating advice.

Acknowledgements

We may change this Agreement at any time by notifying you by email or when you next start the App. The changed Agreement may be displayed on-screen and you may be required to read and accept the changes to continue your use of the App or the Services.

If any open-source software is included in the App or any Service, the terms of an open-source license may override some of the terms of this Agreement.

From time-to-time, updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use the App or Services until you have downloaded the latest version of the App or Services and accepted any new terms.

You must own the mobile telephone or portable devices ("Devices") on which you download a copy of the App or, if you do not own the Devices, obtain permission from the owner of the Devices to download a copy of the App onto the Devices. You and any such third party owners may be charged by your and their service providers for internet access on the Devices and text communications with us. You accept responsibility in accordance with the terms of this Agreement for the use of the App or any Services on or in relation to any Device, whether or not it is owned by you.

The terms of our Privacy Policy, available at https://jigsaw.co, are incorporated into this Agreement by reference and apply to your use of the App and all Services. Without limiting the scope of the Privacy Policy, you agree that we may collect and use technical information about the Devices and related software, hardware and peripherals for the App and Services that are internet-based or wireless to improve our App and Services and to provide any Services to you.

You acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

All Services will make use of location data sent from the Devices. This App is intended for use in the United States. If you use the Services, you consent to us and our affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based products and services. You can turn off the location services settings for the App on Devices. However, doing so means you may be unable to use all or some of the App or the Services.

The App and certain Services will make use of push notifications to enhance your user experience of the Services and to alert you as to the various functions of the App. You can turn off this functionality at any time by deactivating these notifications in the settings within the App or on your Device.

The App or any Service may contain links to other independent third-party websites ("Third-Party Sites"). Third-Party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies. You will need to make your own independent judgement regarding your interaction with any Third-Party Sites, including the purchase and use of any products or services accessible through them.

Grant and Scope of License

In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive, restricted, and revocable license to use the App on the Devices, subject to these terms, the Privacy Policy and the Appstore Rules, incorporated into this Agreement by reference. We reserve all other rights.

License restrictions

You agree to abide by all applicable laws in your use of the App and Services and you further agree:

not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;

not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;

not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the limited extent permitted by law;

to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App;

to include our copyright notice on all entire and partial copies you make of the App, to the extent permitted herein, on any medium;

not to provide or otherwise make available the App in whole or in part (including object and source code) in any form to any person without prior written consent from us; and

to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

Your Account and Password

In order to use the App and the Services you must first create an account. You may only have one account. Your account must be created for the purpose of seeking relationships with others in keeping with the purpose of the App. You can create an account using your mobile number. You agree to receive a verification code via SMS and submit such code to create your account. You acknowledge that you may incur charges from your mobile service provider in connection with receiving a SMS verification code. You must treat your account information and password as confidential. You must not disclose such information to any third party.

We have the right to disable any user identification code or password at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of this Agreement.

If you know or suspect that anyone other than you knows your user identification code or password you must promptly notify us at privacy@jigsaw.co

Acceptable use restrictions

You must:

not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Agreement, Privacy Policy or Appstore Rules, or act fraudulently or maliciously; for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;

not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including the submission of any material;

not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;

not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service; and

not use the App, the Services or user information for any commercial or business purposes, including without limitation buying or selling any products or services, advertising any products or services or bulk communications.

Interactions with other users

All communications, including without limitation text messages, chat, photographs, or profile text, whether publicly posted or privately communicated are solely your responsibility and in any event must be in accordance with our Content Standards below.

We are under no obligation to oversee, monitor or moderate any interactions between users of the App and Services, verify the content posted by users, or remove any content posted by users. We expressly exclude our liability for any loss or damage arising from the use of the App or Services by a user in contravention of our Content Standards as detailed below.

Content standards

These content standards ("Content Standards") apply to any and all material which you contribute while using the App or Services ("Contributions"). The standards apply to each part of any Contribution as well as to its whole. Contributions must:

be accurate (where they state facts);

be genuinely held (where they state opinions); and

comply with applicable law.

Contributions must not:

contain any material which is defamatory of any person;

contain any material which is obscene, offensive, vulgar, hateful or inflammatory;

promote sexually explicit material, violence or illegal activity;

promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

infringe any copyright, trademark or other intellectual property of any other person;

be likely to deceive any person;

be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

be likely to harass, upset, embarrass, alarm or annoy any other person;

be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

give the impression that they emanate from us, if this is not the case;

make any adverse or derogatory comment about Jigsaw, its directors or employees which shall, or may, bring Jigsaw, its directors or employees into disrepute;

advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse; or

contain commercial content or advertising.

You may not use the contributions submitted by other users for the prohibited purposes set forth in the Content Standards.

If we suspect that any user is in breach of any of the Content Standards as detailed above, we reserve the right in our absolute discretion to delete the offending content and/or terminate that user’s account immediately.

Intellectual Property Rights

You acknowledge that (1) all intellectual property rights in the App and technology used or supported by the App or any Service ("Technology"), including without limitation trademarks, service marks, trade names, images, audio, text, software, designs and the "look and feel" of the App (collectively, "IPR"), anywhere in the world belong to us or our licensors and are protected by copyright, trademark and other intellectual property laws, (2) rights in the App are licensed (not sold) to you, and (3) you have no rights in or to the App or the Technology other than the right to use each of them in accordance with the terms of this Agreement. You may not reproduce, republish, distribute, display, perform, modify, transmit, sell, or otherwise use any IPR without our express written permission. All rights not expressly granted to you in this Agreement are reserved by us and/or our licensors. You acknowledge that you have no right to have access to the App in source-code form.

Copyright infringement

If you believe any materials on the App infringe a copyright, you must provide us written notice to:

Jigsaw,

PO Box 116,

19 Lever Street,

Manchester,

United Kingdom,

M1 1AN

The notice must contain:

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 at that site;

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;

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;

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; and

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.

Submissions and contributions

We do not solicit ideas including without limitation images, suggestions about promotion of our products, additions to our product lines or services, or changes in methods of doing business. If, notwithstanding this policy, you send us any ideas, suggestions, images, drawings, graphics, innovations, concepts, recommendations, or similar materials ("Submissions"), you agree that the Submissions are not confidential and we assume no obligation, expressed or implied, by considering them. You hereby assign such Submissions to us without compensation (or the expectation of compensation) and agree that we may disclose, reproduce, republish, modify, distribute, display, perform, transmit, sell, or otherwise use your Submissions for commercial or non-commercial purposes with no compensation to you. For any Submissions that cannot be legally assigned to us, you hereby grant us an unrestricted, perpetual, royalty-free, irrevocable and worldwide license to disclose, reproduce, republish, modify, distribute, display, perform, transmit, sell, or otherwise use your Submissions for commercial or non-commercial purposes in any manner and medium with no compensation to you. In addition, with the exception of personal data which is handled in accordance with our Privacy Policy, you hereby grant us an unrestricted, perpetual, royalty-free, irrevocable and worldwide license to disclose, reproduce, republish, modify, distribute, display, perform, transmit, sell, or otherwise use your Contributions for commercial or non-commercial purposes in any manner and medium with no compensation to you.

Disclaimer

YOU AGREE THAT USE OF THE APP, SERVICES AND TECHNOLOGY IS AT YOUR SOLE RISK. THE APP, SERVICES AND TECHNOLOGY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR AT OR THROUGH THE APP OR OTHERWISE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY THAT THE APP, SERVICES, AND TECHNOLOGY WILL BE ACCURATE, COMPLETE, CURRENT OR TIMELY, UNINTERRUPTED, SECURE, OR ERROR FREE. WE DO NOT WARRANT THAT APP, SERVICES AND TECHNOLOGY ARE FREE OF DEFECTS, VIRUSES, MALFUNCTIONS, OR HARMFUL COMPONENTS THAT COULD DAMAGE OR ALLOW UNAUTHORIZED ACCESS TO YOUR DATA.

WE DO NOT REPRESENT OR WARRANT THAT CONTENT POSTED BY OTHER USERS IS ACCURATE, COMPLETE, OR LAWFUL AND WE DISCLAIM ANY RESPONSIBILITY FOR SUCH CONTENT.

Limitation of Liability

You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App meet your requirements.

We only supply the App for domestic and private use. You agree not to use the App for any commercial, business or resale purposes, and, without limiting the foregoing Disclaimer, we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR AFFILIATES OR OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) SHALL BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE USE OR ATTEMPTED USE OR INABILITY TO USE THE APP, SERVICES AND TECHNOLOGY, INCLUDING WITHOUT LIMITATION LOST REVENUE, LOST OR STOLEN DATA, LOST OPPORTUNITIES, DAMAGED DEVICES OR OTHER INTANGIBLES, EVEN IF WE OR YOU HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON OR IF WE ARE OTHERWISE FOUND TO BE LIABLE TO YOU IN ANY MANNER, THEN YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED $100 IN THE AGGREGATE FOR ALL CLAIMS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR AFFILIATES OR OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) SHALL BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BODILY INJURY, DEATH OR EMOTIONAL DISTRESS, ARISING FROM OR RELATED TO OTHER USERS OR YOUR INTERACTIONS WITH OTHER USERS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. THEREFORE, THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, hold harmless, and release us and our affiliates and our respective officers, directors, shareholders, employees, agents, contractors, representatives (and their respective successors and assigns) from and against any and all claims, demands, liabilities, damages, costs and expenses, including, but not limited to, attorney's fees and costs, arising from or related to: (i) your access, use, attempted use, inability to use or misuse of the App, Services or Technology; (ii) your violation of any of terms of this Agreement or any applicable law; (iii) your violation of any third party right, including without limitation any copyright, property or privacy right; and (iv) any claim that your use of the App, Services or Technology caused damage to a third party. This release extends to all claims of any kind, known or unknown, and you waive any applicable legal rights that would otherwise limit a general release.

Termination

We may terminate this Agreement and terminate or suspend your use of the App and Services immediately in our sole discretion and without notice to you.

We may, in our sole discretion, terminate this Agreement and your use of the App and Services if we determine to no longer offer the App and/or any of the Services, provided that, to the extent that you have entered into a subscription or other agreement with us pertaining to the App or Service, the termination terms of those such other agreements shall also apply.

On termination for any reason:

all rights granted to you under this Agreement shall cease;

you must immediately cease all activities authorized by this Agreement, including your use of the App and any Services; and

you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in your possession, custody or control and certify to us that you have done so.

Communication Between Us

If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can do so by e-mail at privacy@jigsaw.co or by prepaid post to Jigsaw at PO Box 116, 19 Lever Street, Manchester, M1 1AN.

You agree that we may send to you in electronic form any notices or other communications regarding the App and such electronic form will satisfy any legal requirements with respect to communications or notice.

Events Outside Our Control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks ("Event Outside Our Control").

If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement, our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

Other Important Terms

We may transfer our rights and obligations under this Agreement to another organization that acquires the App and/or Services from us.

You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.

If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by individual arbitration conducted in the State of New York before a single neutral arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Any appeal shall be heard and decided by a panel of three neutral arbitrators. All arbitrators shall be retired judges or justices of any U.S. state or federal court, and shall in their substantive rulings (as opposed to procedural or discovery-related rulings that are otherwise governed by the JAMS Comprehensive Arbitration Rules and Procedures), apply the laws of England and Wales without giving effect to any choice or conflict of law provision or rules that would cause the application of the laws of any jurisdiction other than England and Wales. The award of the arbitrator(s) shall be binding and final on all parties. The arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. Judgment on the award rendered may be entered in any court having jurisdiction. The arbitrators may not award any punitive, incidental, indirect, special, or consequential damages, including, but not limited to, damages for lost profits.

Any dispute resolution proceeding arising out of or relating to this Agreement, including without limitation arbitration, will be conducted only on an individual basis and not in a class or representative action on behalf of others. There is no right for any dispute hereunder to be brought or heard as a class arbitration, class action, or private attorney general action or for the consolidation of arbitrations.

For any matters which are not subject to arbitration as set forth in this Agreement, you hereby expressly consent to exclusive jurisdiction and venue in the courts located in the State of New York, which shall apply the laws of England and Wales without giving effect to any choice or conflict of law provision or rules that would cause the application of the laws of any jurisdiction other than England and Wales.

You may opt-out of and not be bound by the arbitration requirement and/or class action waiver by sending written notice to us within 30 days of the date you first access the App.

To the extent permitted by applicable law, any claims asserted by you under this Agreement must be asserted in writing to us within one (1) year of the date such claim first arose, or such claim is forever waived by you.

Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

Last updated: May 29, 2020

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