2. OWNERSHIP OF PLATFORM AND SERVICES

The Platform and Services, including all content, features, and functionality (collectively, the "Content"), are owned exclusively by Freemium LLC and are protected by applicable intellectual property and other laws. As a User, you are granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Services strictly in accordance with these Terms. This license is granted solely for your internal business purposes and does not convey any ownership or other proprietary rights in the Platform, Services, or Content. Freemium LLC retains all rights, title, and interest in and to the Platform, Services, and Content, including all associated intellectual property rights.

3. USER ELIGIBILITY AND ACCOUNT RESPONSIBILITIES

Eligibility: By using the Platform and Services, you represent and warrant that you are at least 18 years of age, possess the legal capacity to enter into a binding agreement with Freemium LLC, and are not prohibited from using the Platform or Services under any applicable laws or regulations.

Account Information: You agree to provide accurate, current, and complete information during the registration process and to update such information promptly if it changes. You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. Freemium LLC shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

Account Termination: Freemium LLC reserves the absolute right, at its sole discretion, to suspend or terminate your account and access to the Platform and Services at any time, with or without notice, for any reason, including, but not limited to, a breach of these Terms, non-payment of fees, or any conduct that we determine to be harmful to our interests. Upon termination, your right to use the Platform and Services will immediately cease, and you must destroy any downloaded or printed materials obtained from the Platform.

4. PROHIBITED CONDUCT

Unlawful Use: Use the Platform or Services for any unlawful, fraudulent, or unauthorized purpose.

Unauthorized Access: Access, tamper with, or use non-public areas of the Platform, Freemium LLC’s computer systems, or the technical delivery systems of our providers.

Disruption: Engage in any activity that disrupts or interferes with the Platform or Services, or that imposes an unreasonable or disproportionately large load on our infrastructure.

Malicious Code: Introduce any viruses, malware, or other harmful code that could damage or disrupt the Platform, Services, or systems.

Reverse Engineering: Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform, or create derivative works based on the Platform or Services, except as expressly permitted by law.

Automated Access: Use any automated system, including robots, spiders, or offline readers, to access the Platform or Services in a manner that sends more request messages to the servers than a human can reasonably produce in the same period of time.

Exploitation: Reproduce, duplicate, copy, sell, trade, resell, or exploit any portion of the Platform, Services, or Content without Freemium LLC's express written permission.

5. LICENSE GRANT AND RESTRICTIONS

Limited License: Subject to your strict compliance with these Terms, Freemium LLC grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Services solely for your internal business purposes. This license is provided solely for your benefit and does not convey any ownership or proprietary interest in the Platform, Services, or Content.

License Restrictions: The license granted to you is subject to the following restrictions:

Modification: You may not modify, translate, adapt, or create derivative works from the Platform, Services, or Content.

Security Interference: You may not circumvent, disable, or otherwise interfere with security-related features of the Platform or Services.

Permitted Use: You may not use the Platform or Services for any purpose other than those expressly permitted by these Terms.

6. FEES, PAYMENTS, AND REFUNDS

Fees: Certain features or services provided by Freemium LLC may require payment of fees. By utilizing these features or services, you agree to pay all applicable fees as set forth on the Platform. All fees are non-refundable, except as otherwise stated in these Terms or required by applicable law.

Payment Terms: All payments are due in advance on the first day of each subscription period unless otherwise specified. If you fail to make timely payments, Freemium LLC reserves the right to suspend or terminate your account and access to the Platform and Services. Payments must be made in U.S. dollars and are exclusive of any taxes, levies, or duties, which you are solely responsible for paying.

Late Payments and Collections: In the event of late payment, you agree to pay any applicable late fees, interest, and all costs of collection, including reasonable attorney’s fees and expenses incurred by Freemium LLC in enforcing its rights under these Terms. Freemium LLC reserves the right to pursue any legal remedies available to collect unpaid amounts.

7. INTELLECTUAL PROPERTY RIGHTS

Ownership: All intellectual property rights, including copyrights, patents, trademarks, trade secrets, and other proprietary rights, in and to the Platform, Services, and Content, are owned by Freemium LLC or its licensors. You acknowledge and agree that you have no rights in or to the Platform, Services, or Content, other than the limited license expressly granted herein.

User-Generated Content: By submitting, uploading, or posting any content to the Platform ("User Content"), you grant Freemium LLC a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in any media or method now known or hereafter developed, without any obligation to compensate you. You represent and warrant that you have all necessary rights to grant the foregoing license.

Third-Party Content: If you upload or share any third-party content on the Platform, you represent and warrant that you have obtained all necessary rights, licenses, and permissions to use such content. You agree to indemnify Freemium LLC against any claims arising from your unauthorized use of third-party content.

8. DATA PRIVACY AND SECURITY

Data Collection and Use: Freemium LLC collects, stores, and processes personal data in accordance with its Privacy Policy, which is incorporated by reference into these Terms. By using the Platform and Services, you consent to the collection and use of your data as outlined in the Privacy Policy. You also agree that Freemium LLC may anonymize and aggregate your data for analysis, research, and improvement of the Platform and Services.

Data Security: Freemium LLC implements commercially reasonable security measures to protect your data. However, you acknowledge that no security measures are infallible, and Freemium LLC does not guarantee that unauthorized third parties will never be able to defeat our security measures or use your data for improper purposes. Freemium LLC shall not be liable for any data breaches or unauthorized access to your data beyond our reasonable control.

Compliance with Data Protection Laws: You agree to comply with all applicable data protection laws and regulations when using the Platform, including but not limited to the General Data Protection Regulation (GDPR) for users in the European Union and the California Consumer Privacy Act (CCPA) for users in California.

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

Disclaimer of Warranties: THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FREEMIUM LLC DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FREEMIUM LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, 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 (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM OR SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (III) ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (IV) ANY OTHER MATTER RELATING TO THE PLATFORM OR SERVICES.

Cap on Liability: IN NO EVENT SHALL FREEMIUM LLC'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY OR $500, WHICHEVER IS GREATER.

No Liability for Third-Party Actions: FREEMIUM LLC SHALL NOT BE LIABLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

10. INDEMNIFICATION

General Indemnification: You agree to indemnify, defend, and hold harmless Freemium LLC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of the Platform or Services;
• Your violation of these Terms or any applicable law, rule, or regulation;
• Your infringement of any third-party rights, including intellectual property rights and privacy rights;
• Your breach of any representation, warranty, or covenant under these Terms;
• Any claim that your use of the Platform or Services caused damage to a third party.

Indemnity for Breach of Terms: You expressly agree to indemnify Freemium LLC for any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with your breach of these Terms, your violation of any laws or rights of third parties, or your use of the Platform or Services.

Indemnity Process: Freemium LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You may not settle any claim without Freemium LLC’s prior written consent.

11. TERMINATION AND SUSPENSION

Termination by User: You may terminate your account and access to the Platform and Services at any time by contacting us in writing (see Contact Information below). Termination shall not relieve you of any obligations to pay any accrued fees or charges.

Termination by Freemium LLC: Freemium LLC reserves the absolute right, at its sole discretion, to terminate or suspend your account and access to the Platform and Services at any time, with or without prior notice, for any reason, including but not limited to violations of these Terms, non-payment of fees, or any other reason deemed necessary by Freemium LLC. Upon termination, all rights granted to you under these Terms shall immediately cease.

Survival of Terms: The provisions of these Terms that by their nature should survive termination or expiration, including but not limited to provisions concerning intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution, shall survive any termination or expiration of these Terms.

12. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: These Terms and your use of the Platform and Services shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles.

Arbitration Clause:

• Mandatory Binding Arbitration: You and Freemium LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms, the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Platform or Services (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court. Arbitration shall be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
• Arbitration Procedures: The arbitration shall be conducted in South Carolina, before a single arbitrator selected in accordance with the AAA rules. The arbitration shall be conducted in English. The arbitrator shall apply the laws of the State of South Carolina consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding on you and Freemium LLC.
• Class Action Waiver: You and Freemium LLC agree that any arbitration shall be conducted solely on an individual basis and not in a class, collective, consolidated, or representative action. The arbitrator shall have no authority to consider or resolve any Dispute or issue any relief on a class, collective, consolidated, or representative basis. You further agree that you may bring claims against Freemium LLC only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
• Costs of Arbitration: The payment of all filing, administration, and arbitrator fees shall be governed by the AAA's rules. Each party shall bear its own costs and expenses of arbitration, including attorneys' fees, provided, however, that the arbitrator shall have the authority to award attorneys' fees and costs to the prevailing party, except where prohibited by law.
• Arbitration Confidentiality: All arbitration proceedings, including the existence of the arbitration, any arbitration materials, and any final award, shall be kept strictly confidential by the parties.
• Severability: If any part of this arbitration clause is found to be invalid, unenforceable, or illegal, the remainder of this clause shall remain in full force and effect. However, if the class action waiver is found to be invalid, unenforceable, or illegal, the entirety of this arbitration clause shall be null and void, and the Dispute shall be decided by a court of competent jurisdiction located in South Carolina, and you and Freemium LLC agree to submit to the personal jurisdiction of such court.
• Opt-Out Procedure: You may opt out of this arbitration provision by sending a written notice of your decision to opt out (see Contact Information below) within thirty (30) days of your first use of the Platform or Services. If you opt out, the entirety of this arbitration provision shall be null and void. The opt-out shall not affect any other provisions of these Terms.

Jurisdiction and Venue: If for any reason a Dispute proceeds in court rather than in arbitration, you and Freemium LLC agree that such Dispute shall be litigated exclusively in the state or federal courts located in South Carolina, and you and Freemium LLC consent to the personal jurisdiction of such courts.

Equitable Relief: Notwithstanding the foregoing, Freemium LLC reserves the right to seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm to its interests, including the protection of its intellectual property rights and the enforcement of these Terms.

13. MODIFICATIONS TO TERMS

Freemium LLC reserves the exclusive right to modify, alter, or update these Terms at any time, at its sole discretion, without prior notice to you. Any modifications to these Terms shall be effective immediately upon posting on the Platform. Your continued use of the Platform or Services following the posting of any modifications constitutes your acceptance of such modifications. If you do not agree to the modified Terms, you must discontinue your use of the Platform and Services immediately.

14. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy and any other legal notices or agreements published by Freemium LLC on the Platform, constitute the entire agreement between you and Freemium LLC concerning your use of the Platform and Services. Any prior agreements, understandings, or representations, whether oral or written, are hereby superseded.

15. SEVERABILITY

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be construed to reflect the original intent of the parties to the maximum extent permitted by applicable law. If such construction is not possible, the invalid or unenforceable provision shall be deemed severed from these Terms, and the remaining provisions shall remain in full force and effect.

16. WAIVER

The failure of Freemium LLC to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Freemium LLC in writing. No waiver of any breach or default under these Terms shall be deemed a waiver of any preceding or subsequent breach or default.

17. FORCE MAJEURE

Freemium LLC shall not be liable for any failure to perform its obligations under these Terms if such failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil disturbances, governmental actions, embargoes, strikes, natural disasters, pandemics, or any other event beyond our reasonable control. In the event of a force majeure event, Freemium LLC shall be excused from performance under these Terms for the duration of the force majeure event.

18. GOVERNING LANGUAGE

These Terms are made available in multiple languages. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.

19. THIRD-PARTY BENEFICIARIES

These Terms do not, and are not intended to, confer any rights or remedies upon any person other than the parties hereto. No third party shall have any rights to enforce any of these Terms.

20. EXPORT COMPLIANCE

You agree to comply with all applicable export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Department of Treasury. You represent and warrant that you are not located in, or a national or resident of, any country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties.

21. COMPLIANCE WITH APPLICABLE LAWS

You agree to comply with all applicable local, state, national, and international laws, regulations, and ordinances related to your use of the Platform and Services. You acknowledge and agree that you are solely responsible for ensuring that your use of the Platform and Services is in compliance with all applicable laws and regulations.

22. CONTACT INFORMATION

If you have any questions, concerns, or comments regarding these Terms, or if you need to contact us for any other reason, please reach out to us using the following contact information:

Freemium LLC
Address: 539 Highway 174, Unit 512, Edisto Island, SC 29438
Phone: 713-606-6210
Email: info@freemium.llc

We endeavor to respond to all inquiries within 72 hours.

23. EFFECTIVE DATE

These Terms were last updated on 08/15/2024.