PING TERMS OF USE

Updated October 19, 2023

Welcome to Ping

Ping is a mobile app that encourages you to spend time with your friends in person. Life can be lonely; we think life is better with friends. Similar to how a fitness app might help you track and game your physical wellbeing (nudging you to take the stairs or go for a walk), we hope Ping helps facilitate your in-person friendship time (and nudges you to spend more quality time with friends).

Acceptance of the Terms of Use

These terms of use are entered into by and between you (“You,” “users”) and Sodality Technology Corp (“Company,” “we,” or us”). The following terms and conditions, (collectively, “Terms of Use”) govern your access to and use of Ping (when accessed via web, an application found in the Android or Apple stores, or anywhere else), including any content, functionality, and services offered on or through Ping (the “app”).

Please read the Terms of Use carefully before you start to use the app. By accessing or using the app, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the app.

This app is offered and available to users who are not defined as “children” in the jurisdiction where they reside (e.g. 13 years of age or older in the United States). By using this app, you represent and warrant that you meet those requirements. If you do not meet those requirements, you must not access or use the app.

Changes to the Terms of Use

We may revise and update these Terms of Use in our sole discretion. If we make such changes, we will provide notice within the app or as otherwise required by law. All changes are effective immediately when we post them, and apply to all access to and use of the app after that point. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the change is posted on the app.

Your continued use of the app following the posting of revised Terms of Use means that you accept and agree to the changes. We encourage you to check this page from time to time so you are aware of any changes, as they are binding on you.

Our Terms of Use ('Terms') govern access and use of our app, website, and other tools (collectively 'Ping’ or the 'Service' or 'Services'). Each time you access or use Ping, you agree to be bound by these Terms, and any additional terms that apply to you. If you do not agree to be bound by these Terms, please stop using Ping.

Your license to use Ping

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Service subject to these Terms, our other policies, and applicable law.

Intellectual Property Rights

The app and its entire contents, features, and functionality including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the app for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works, publicly display, publicly perform, republish, download, store, or transmit any of the material on our app without our express consent.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site..

Downloads and Software Updates

When you create your Ping account, you agree that the information you submit is correct and complete. We may refuse you access to the Service if we learn that the information you provided is inaccurate. For example, if you provide a false first or last name or a false birthday. (Read: this app is about strengthening actual friendships, our rules require you to be truthful and authentically YOU.)

Using Ping requires that you initially download software to your phone, tablet, or other device. You agree that we may automatically update that software, and that these Terms and our policies will apply to any updates.

Age and legal capacity

You must be at least 13 years of age to use or access. No one under the age of 13 is allowed to use or access Ping. (Yes, we have now said this twice here in the Terms of Use.)

Keeping your account secure

While we can not guarantee your account from hacking by an unauthorized party, we employ security measures to keep your account and content secure. You can help us by keeping your SMS or WhatsApp authentication code to yourself; keeping your mobile phone securely in your possession and your device password protected; let us know right away of any unauthorized use or compromise to your account.

Conditions of Access and Use

User Conduct

Ping was created and is operated as a company passionate about strengthening friendships (and, therefore, mental wellbeing) by measuring time spent together. The following are examples of the kinds of content and/or uses that are illegal or prohibited by Ping. (Think of this as the “don’t be a jerk” section of our Terms of Use.)

You may use the app only for lawful purposes and in accordance with these Terms of Use. You agree not to use the app:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors or others in any way, including by exposing them to inappropriate content, asking for personally identifiable information, or otherwise. We want this app to be a safe space!!
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation. YUCK!
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using names or screen names or avatars associated with any of the foregoing).
• To take screenshots or otherwise copy, capture, memorialize, transfer, or share outside of the app content found on the app, including but not limited to, the questions posed, your answers to questions or those of your connections, or any information about your connections or others on the app.
• To share information learned or obtained about your connections through the app outside of the app community.
• To engage in any other conduct that, in our sole discretion, restricts or inhibits anyone's use or enjoyment of the app, or which, as determined by us, may harm the Company or users of the app.

Additionally, you agree not to:

• Use the app in any manner that could disable, overburden, damage, or impair the app or interfere with any other party's use of the app, including their ability to engage in real time activities through the app.
• Use any robot, spider, or other automatic device, process, or means to access the app for any purpose, including monitoring or copying any of the material on the app.
• Use any manual process to monitor or copy any of the material on the app, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the app.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the app, the server on which the app is stored, or any server, computer, or database connected to the app.
• Attack the app via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the app.
• Use the app or its content for fraudulent, impersonation, harassment, or bullying purposes. There is no tolerance for objectionable content or abusive users.
• Srsly. Don’t be a jerk. This app is intended to be a positivity engine, strengthening friendships. Be nice!

Commercial Use

Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. Ping is for your personal use.

SMS messages

Ping will send you SMS (or short message service, also commonly known as text messages), for two-factor authentication or as necessary to inform you of important updates or as we determine. Please note that message and data rates may apply.

Terminating SMS

You may terminate any SMS messages from Ping at any time by texting STOP as a reply to any message from Ping.

Access to the SMS Services

In order to use the Services, you must have a mobile communications subscription with a participating carrier or otherwise have access to a mobile communications network for which Ping makes the Services available as well as any carrier services necessary to send text messages, and pay any service fees associated with any such access.

YOUR CARRIER’S TEXT MESSAGING RATES WILL APPLY TO ALL TEXT MESSAGE COMMUNICATIONS MADE IN CONNECTION WITH THE SERVICES. ACCORDINGLY, ALL PRICING, BILLING, REFUND AND OTHER RELATED INQUIRIES AND SUPPORT MUST BE DIRECTED TO YOUR CARRIER'S CUSTOMER SUPPORT TEAM.

Supported Carriers include: AT&T, Verizon Wireless, Sprint, T-Mobile, Alltel, CellularOne, Virgin Mobile, U.S. Cellular, Metro PCS. Wireless Carriers are not liable for lost or delayed messages.

In addition, you must provide all equipment and software necessary to connect to the Services, including, but not limited to, a mobile handset or other mobile access device that is in working order and suitable for use in connection with the service.

If any upgrade in or to the Services requires changes in your equipment or software, you must effect these changes at your own expense. Unless explicitly stated otherwise, any new or additional features that augment or enhance the current Services shall be subject to the terms and conditions of this Agreement.

Ping reserves the right at any time and from time to time to modify, suspend, limit the use of, discontinue, or permanently cancel all or any portion of the SMS Services. Ping uses reasonable efforts to ensure that the Services are always available. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs, or due to failure of telecommunications links and equipment that are beyond our control. By using the Services, you agree that Ping will not be liable to you for any modification, suspension, or discontinuance of the Services.

When you provide us your phone number

In order to use Ping, you must opt-in by providing us with your phone number (your 'Phone Number') through the onboarding flow ('Opt-in'). An invite will then be sent to your Phone Number via SMS message to register for an Account. In addition, if you are not registered for our Services, other Users may send you a SMS message through the App inviting you.

You can block messages from Ping and other communications in connection with our Services at any time by texting 'STOP' to the number that texted you and we will send you a reply confirming your request to unsubscribe. After unsubscribing, you will no longer receive messages from us. In the event you unsubscribe and then choose to use the Services and register for an Account, you will need to Opt-in again and we will send you an invite to register via SMS message.

You understand, acknowledge and agree that (i) text message and data rates may apply for any SMS messages sent to you from us, from you to us or between Users; (ii) you are solely responsible for any fees charged by your wireless provider in connection with SMS messages that you receive or send in connection with the Opt-in and/or the Services; and (iii) you will contact your wireless provider with any questions regarding your text and/or data plan.

Once you receive an invite via SMS message and if you choose to continue use of the Services, you will be required to register for an Account through the App by providing us with certain information such as your first name, last name, phone number, and contact book. In registering for an account, you agree to: (i) provide true, accurate, current and complete information about yourself; and (ii) maintain and promptly update your Account to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services.

Termination

We may suspend or terminate your license to access and use Ping at any time and for any reason. Normally we provide notice and the reason for the termination or suspension. However, our termination or suspension may be immediate and without notice if in our sole judgment you committed a serious violation of these Terms or our policies.

Indemnity

You agree to indemnify, defend, and hold harmless Ping, its parent company Sodality Technologies LLC, and its directors, officers, employees, and agents, from any and all legal actions, demands, claims, losses, expenses, or damages arising out of or in any way related to your access or use of Ping or our Service (or any other person accessing or using Ping through your account), your User Content, any breach of these Terms or violation of our policies.

In such circumstances, you agree we are entitled to payment from you for any judgment, our reasonable legal fees, and all costs we incur to defend ourselves. Our right to indemnification survives any cancellation, termination, or suspension of your Ping account.

Disclaimer and waiver of claims

We make no representations whatsoever as to the accuracy, usefulness, safety, or intellectual property rights of any information posted on Ping or the Ping software. Our Service, software, and all content on Ping is provided "as is" and 'as available' without warranties of any kind, either express or implied.

Your use of Ping is at your own risk. We specifically disclaim any and all warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not review user location data in advance of its posting. Ping takes no responsibility and assumes no liability for any user location data that you or any other person or third party posts or sends using our Service. You understand and agree that you may be exposed to user location data that’s inaccurate, offensive, indecent, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

This disclaimer and waiver of claims survives any cancellation, termination or suspension of your Ping account, and termination of this Agreement.

Our liability is limited

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Ping, ITS PARENT COMPANY Sodality Technologies, AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE UNDER ANY THEORY OF LAW OR IN EQUITY FOR ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR ANY BUSINESS INTERRUPTION, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OF INABILITY TO USE OUR SERVICE OR ITS CONTENT; ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF OTHER USERS OR THIRD PARTIES; UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR THE CONTENT; OR (III) ANY OTHER MATTER RELATING TO THE SERVICE OR THE CONTENT, EVEN IF Ping HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICE, THE CONTENT OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. IN THOSE STATES WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES MAY NOT APPLY, ANY LIABILITY FOR ALL CLAIMS BROUGHT AGAINST Ping, ITS PARENT COMPANY Sodality Technologies, AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00.

This limitation of liability provision survives any cancellation, termination or suspension of your Ping account and termination of this Agreement.

Arbitration and governing law

If a dispute arises with Ping, please contact us. We will work to address it with you quickly and informally.

Should an informal resolution of the dispute prove impossible, you agree that any dispute, claim or controversy arising out of or relating to your access or use of Ping or these Terms, including the determination of the scope or applicability of this provision, shall be determined by final, binding and non-appealable arbitration.

Arbitration is a less expensive, and often quicker, means for parties to resolve their dispute than filing a lawsuit in a court of law. An independent and neutral arbitrator decides the case, not a judge or jury. The arbitration award is final and not subject to review by a court. Arbitrators, however, can award the same damages and relief that a court can award.

You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and Agreement, and that you and Ping are each waiving the right to a trial by jury or to participate in a class action. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of this Agreement and the termination of your Ping account. Any arbitration will be administered by the American Arbitration Association ("AAA") under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. You can find their forms at www.adr.org.

All matters relating to the app and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the app shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitations on Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PING ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

We may modify these Terms

We are continually working to improve Ping. As a result, our Terms may be modified or we may publish new Terms at any time. Any modified and/or new Terms will become effective immediately upon posting. You agree that we may provide you notice of new or modified terms by posting them on the Ping website and/or within the settings of the Ping app. By continuing to access and use Ping, you agree to be bound by the new or modified terms.

General provisions

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Ping without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Severability

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and remaining provisions shall remain in full force and valid. The Terms, together with our Privacy Policy and any additional agreements you may enter into with Ping.

No waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Ping's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Parties

These Terms are a contract between you and Sodality Technologies. Sodality Technologies is the company that owns Ping.

Trademark Notice

The Ping name and the Ping logo are owned by and used with the permission of Sodality Technologies. The unauthorized use of any of these trademarks is strictly prohibited.

Support: Info, questions, or suggestions

If you have question; need help understanding the service or these terms or service; have suggestions to improve our service:

• Text us at: ‪(201) 834-4781‬
• Reply “SUPPORT” to any SMS received from us to obtain help on your mobile phone.
• Email us at: [email protected]

If you provide us feedback

We appreciate user input on ways to make Ping better. If you make any comments or suggestions to Ping, you agree that we may act upon your feedback without any restriction or compensation to you.

Ping doesn’t waive any rights to use similar or related feedback provided to Ping before or after your feedback, or developed by Ping’s employees, or obtained from sources other than you.

Thank you

Thank you for reading and abiding by these Terms of Use.

We hope you spend some in-person time with a friend soon.