These Terms of Use (this “ TOU”) are a binding contract between you, an individual user (“ you”) and Sparo Inc. (“ Sparo,” “ we,” “ us” or “ our”) governing your use of the website located at https://mywing.io and other online properties under Sparo complete or partial control (except for its mobile applications) (collectively, “ Site”). BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS TOU. IF YOU DO NOT AGREE TO THIS TOU, THEN YOU MUST NOT ACCESS OR USE THE SITE.

Material Terms and Notices: As provided in greater detail in this TOU (and without limiting the express language of this TOU), you acknowledge the following:

• the use of the Site may be subject to separate third party terms of service and fees, including, without limitation, such terms of service and fees imposed by your mobile network operator (the “ Carrier”), including fees charged for data usage and overage, which are your sole responsibility;
• you consent to the collection, use, and disclosure of your personally identifiable information in accordance with the Sparo Privacy Policy (“ Privacy Policy”);
• the Site is provided “as is” without warranties of any kind and Sparo’s liability to you is limited; and
• we will resolve disputes arising under this TOU through binding arbitration. By accepting this TOU, as provided in greater detail in Section 8 of this TOU, you and Sparo are each waiving the right to a trial by jury or to participate in a class action.

1. General Terms and Conditions.
   1. Consideration. Sparo provides free access to the Site so you can learn about and purchase Sparo products. Sparo will charge you certain fees to purchase certain products and access to our proprietary software application(s). Those fees will be presented to you at the point of sale. Sparo reserves the right to change the fees in its sole discretion at any time.
   2. Changes to this TOU. You understand and agree that Sparo may change this TOU at any time without prior notice. Sparo will endeavor to provide you with prior notice of any material changes. You may read a current, effective copy of this TOU at any time by selecting the appropriate link on the Site. The revised TOU will become effective at the time of posting and your use of the Site after such time will constitute your acceptance of such revised TOU. If any change to this TOU is not acceptable to you, then your sole remedy is to stop accessing, browsing and otherwise using the Site. Notwithstanding the preceding sentences of this Section 1.b, no revisions to this TOU will apply to any dispute between you and Sparo that arose prior to the effective date of such revision.
   3. Privacy Policy. Your access to and use of the Site is also subject to Sparo’s Privacy Policy, the terms and conditions of which are incorporated into this TOU by reference.
   4. Jurisdiction Issues. The Site is controlled and operated by Sparo from its offices in the State of Missouri. Sparo makes no representation that materials on the Site are appropriate, lawful or available for use in any locations other than the United States of America. Those who choose to access or use the Site from locations outside the United States of America do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Site from jurisdictions where the contents or practices of the Site are illegal, unauthorized or penalized is strictly prohibited.
   5. Eligibility. THE SITE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE BY SPARO. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SITE AT ANY TIME OR IN ANY MANNER. Furthermore, by using the Site, you affirm that either you are at least 18 years of age or have been authorized to use the Site by your parent or legal guardian who is at least 18 years of age.
   6. No Medical Advice. You acknowledge and agree that your use of our products and services does not create a doctor-patient relationship between Sparo and you. You further acknowledge and agree that the data and information generated from your use of our products and services relating to your lung function does not constitute medical advice from Sparo. A complete assessment of your lung function requires a medical examination from a licensed medical professional. We do not recommend or endorse any particular medical professional or health-related products, items, or services. IF YOU SUSPECT THAT YOU MAY HAVE A MEDICAL EMERGENCY, THEN CALL YOUR DOCTOR OR 911 IMMEDIATELY BECAUSE OUR PRODUCTS AND SERVICES ARE NOT INTENDED TO BE USED IN CONNECTION WITH MEDICAL EMERGENCIES. NEVER DISREGARD THE ADVICE FROM A LICENSED MEDICAL PROFESSIONAL OR DELAY IN SEEKING IT BECAUSE OF YOUR USE OF OUR PRODUCTS AND SERVICES. WITHOUT LIMITING THE FOREGOING IN THIS SECTION 1.F OR SECTION 8 BELOW, SPARO HEREBY DISCLAIMS ALL LIABILITY RELATED TO MEDICAL ADVICE OR MEDICAL SERVICES PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF OUR PRODUCTS AND SERVICES, AND YOU ASSUME ALL RISKS ARISING FROM YOUR USE OF OUR PRODUCTS AND SERVICES.
2. General E-Commerce Terms and Mobile Services.
   1. E-Commerce Terms. This Site provides an online platform for learning about and purchasing Sparo’s products.
      1. Product Descriptions, Prices, and Specifications. We try to be as accurate as possible when describing products available on the Site. However, without limiting Section 8 below, we do not warrant that product descriptions or specifications are accurate, complete, reliable, current, or error-free, and all descriptions and specifications are subject to change at any time without notice.
      2. Availability; Price Changes. Availability of a product may change without notice. Sparo reserves the right to change its prices at any time for any or no reason, in its discretion and without notice.
      3. Discounts and Promotions. We may run promotions or provide discounts on fees for certain products. The specific rules and regulations governing promotions and discounts will vary, and your participation constitutes your agreement to abide by those rules and regulations (“Other Terms”). If there is ever any conflict or inconsistency between this TOU and any Other Terms, then this TOU will control to the extent of the conflict or inconsistency.
      4. Additional Terms Apply to Purchases on Site. Sparo’s Terms and Conditions of Sale located here (“Terms of Sale”) apply to purchases of Sparo products on the Site. If there is any conflict between this TOU and those Terms of Sale, that latter will control solely to the extent of the conflict.
   2. Mobile Services. The Site will be accessible via a mobile phone, tablet, or other wireless mobile device (collectively, “Mobile Services”). Your Carrier’s normal data and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your Carrier. Therefore, you are solely responsible for checking with your Carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of Mobile Services must be in accordance with this TOU.
3. Intellectual Property Rights
   1. License. Subject to your complete and ongoing compliance with this TOU, Sparo hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Site solely for your personal, non-commercial use and solely in strict compliance with the provisions of this TOU.
   2. Content. The content that Sparo provides to you on the Site, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by Sparo or its licensors (collectively, the “Sparo Content”). Moreover, Sparo or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill.
   3. Marks. The Sparo trademarks, service marks, and logos (collectively, the “Sparo Trademarks”) used and displayed on the Site are Sparo’s registered and/or unregistered trademarks or service marks. Any other product and service names located on the Site may be trademarks or service marks owned by third parties (collectively with the Sparo Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Sparo or the applicable third party, Sparo’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Site without Sparo’s prior express written consent. All goodwill generated from the use of any Sparo Trademark will inure solely to Sparo’s benefit.
   4. Restrictions. Sparo hereby reserves all rights not expressly granted to you in this Section 3. Accordingly, nothing in this TOU or on the Site will be construed as granting to you, by implication, estoppel, or otherwise, any additional license rights in and to the Site or any Sparo Content or Trademarks located or displayed therein.
4. Restrictions on Use of the Site.
   1. Without limiting any other terms of this TOU, when using the Site, you agree not to (and not to attempt to):
      1. decipher, decompile, disassemble, or reverse engineer any of the software or source code comprising or making up the Site;
      2. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted on the Site;
      3. delete or alter any material Sparo makes available on the Site;
      4. frame or link to any of the materials or information available on the Site;
      5. use or exploit any Trademarks or Sparo Content in any manner that is not expressly authorized by this TOU;
      6. access, tamper with, or use non-public areas of the Site, Sparo’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Sparo’s providers;
      7. provide any false personal information to Sparo;
      8. create a false identity or impersonate another person or entity in any way;
      9. restrict, discourage, or inhibit any person from using the Site;
      10. use the Site, without Sparo’s prior express written consent, for any commercial or unauthorized purpose;
      11. gain unauthorized access to the Site or personally identifiable information, or to other computers or websites connected or linked to the Site;
      12. post any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected to the Site;
      13. violate any federal, state, or local laws or regulations or the terms of this TOU; or
      14. assist or permit any person in engaging in any of the activities described above.
5. External Sites. The Site may contain links to other websites or other online properties that are not owned or controlled by Sparo (collectively, “External Sites”). Sparo does not endorse any content on such External Sites. The content of such External Sites is not developed or provided by Sparo. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such content located on such External Sites. Sparo is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites.
6. Feedback. While our own staff works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending Sparo or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Sparo, you agree that:
   1. Sparo has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
   2. Feedback is provided on a non-confidential basis, and Sparo is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
   3. You irrevocably grant Sparo perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge, and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
7. Dispute Resolution.
   1. General. In the interest of resolving disputes between you and Sparo in the most expedient and cost effective manner, you and Sparo agree that any dispute arising out of or in any way related to this TOU or your use of the Site will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this TOU or your use of the Site, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOU. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TOU, YOU AND Sparo ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
   2. Exceptions. Notwithstanding Section 7.a above, nothing in this TOU will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
   3. Arbitrator. Any arbitration between you and Sparo will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this TOU, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Sparo. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
   4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Sparo’s address for Notice is: 911 Washington Avenue, Suite 809, St. Louis, MO 63101, Attn: Chief Executive Officer. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Sparo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Sparo must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Sparo prior to selection of an arbitrator, Sparo will pay you the highest of the following: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by Sparo in settlement of the dispute prior to the arbitrator’s award; or (C) $15,000.
   5. Fees. If you commence arbitration in accordance with this TOU, Sparo will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Saint Louis, Missouri, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Sparo for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
   6. No Class Actions. YOU AND SPARO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Sparo agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
   7. Modifications to this Arbitration Provision. Except as otherwise provided in this TOU, if Sparo makes any future change to this arbitration provision, other than a change to Sparo’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Sparo’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Sparo.
   8. Enforceability. If Section 7.f above is found to be unenforceable or if the entirety of this Section 7 is found to be unenforceable, then the entirety of this Section 7 will be null and void.
8. Limitation of Liability and Disclaimer of Warranties. THE TERMS OF THIS SECTION 8 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
   1. NEITHER SPARO NOR ITS AFFILIATES (COLLECTIVELY, “SPARO PARTIES”) MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SITE AND ANY CONTENT AVAILABLE ON THE SITE (INCLUDING, WITHOUT LIMITATION, THE ACCURACY, RELIABILITY, COMPLETENESS, APPROPRIATENESS OR TIMELINESS THEREOF). AS A RESULT, THE SPARO PARTIES WILL NOT BE SUBJECT TO ANY LIABILITY FOR (I) THE APPROPRIATENESS, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT ON THE SITE OR ANY OTHER INFORMATION CONVEYED TO ANY USER ON OR THROUGH THE SITE; (II) ANY ERRORS, MISTAKES, OR OMISSIONS IN SUCH CONTENT OR INFORMATION; OR (III) ANY DELAYS OR INTERRUPTIONS TO THE SITE. ACCORDINGLY, THE SITE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND THE SPARO PARTIES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. CONSEQUENTLY, YOU AGREE THAT YOU SOLELY ASSUME ALL RISKS ARISING FROM YOUR USE OF THE SITE.
   2. WITHOUT LIMITING SECTION 8.A, THE SPARO PARTIES DO NOT WARRANT THAT THE SITE AND ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES, OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO SPARO PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
   3. IN NO EVENT WILL ANY SPARO PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SITE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH SPARO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPARO’S LIABILITY, AND THE LIABILITY OF ANY OF THE OTHER SPARO PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO U.S. $100.
9. Third Party Disputes. ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE (INCLUDING, WITHOUT LIMITATION, ANY CARRIER OR OTHER USER), IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE THE SPARO PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
10. Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Sparo Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of this TOU; or (b) your access to, use, or misuse of the Sparo Content, Trademarks or the Site. Sparo will provide notice to you of any such claim, suit, or proceeding. Sparo reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section if Sparo believes that you are unwilling or incapable of defending Sparo’s interests. In such case, you agree to cooperate with any reasonable requests assisting Sparo’s defense of such matter at your expense.
11. Term and Termination of the TOU.
    1. Term. As between you and Sparo, the term of this TOU commences as of your first use of the Site and continues until the termination of this TOU by either you or Sparo.
    2. Termination. You may terminate this TOU by sending written notification to Sparo at help@sparolabs.com and terminating your use of the Site. Sparo reserves the right, in its sole discretion, to restrict, suspend, or terminate this TOU and your access to all or any part of the Site at any time without prior notice or liability if you breach any provision of this TOU or violate the rights of any third party on or through the Site. Sparo reserves the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability. Sections 1(a), 1(b), 1(d), 1(e), 1(f), 3-13 and all defined terms used therein will survive the termination of this TOU indefinitely.
12. Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
13. Miscellaneous. This TOU is governed by the internal substantive laws of the State of Missouri without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Sparo as a result of this TOU or use of the Site. If any provision of this TOU is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this TOU, which will remain in full force and effect. Failure of Sparo to act on or enforce any provision of this TOU will not be construed as a waiver of that provision or any other provision in this TOU. No waiver will be effective against Sparo unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Sparo and you, this TOU constitutes the entire agreement between you and Sparo with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The Section headings are provided merely for convenience and will not be given any legal import. This TOU will inure to the benefit of our successors and assigns. You may not assign this TOU or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of Sparo. Sparo may assign this TOU, including all its rights hereunder, without restriction.
14. Contact Us. If you would like to contact us in connection with your use of the Site, then please contact us at 911 Washington Avenue, Suite 809, St. Louis, MO 63101, or by email at help@sparolabs.com