TERMS AND CONDITIONS

Last Revised on October 15, 2019

This Terms of Use Agreement (“Terms” or “Agreement”) constitutes a legal agreement between you and Idea Growth Solutions LLC d/b/a FROLIT (“FROLIT“, the “Company”, “we” or “us“). Please read these Terms carefully. If you do not agree to these Terms, please do not access, install or use our Website, App, or Services (each as defined in the next paragraph).

By creating a FROLIT account, accessing or using our website https://frolit.io and any subdomains of our website (“Website“), accessing, installing or using the FROLIT mobile application (“App“), or accessing, installing, or using our POS system software (“Software”) (collectively, the “Services“), you represent to us that you are legally competent to enter into and agree to be bound by these Terms.

FROLIT is a platform that enables registered users (“Users”) to purchase credits that may be redeemed, or sent to other Users to redeem, for food, beverages, services, tickets, and other related items (“Products”) from restaurants, bars, entertainment venues, businesses, third-party individuals, and other similarly situated establishments (“Establishments”). As such, FROLIT’s Services are designed to allow Users to automate the payment transaction of their bills, checks, tabs, owed payments or other debts, whether individually or as a split transaction with other Users, for Products at participating Establishments (“Transactions”) and act as a platform to connect Users and Establishments. As the provider of the Services, FROLIT does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Products. Establishments are solely responsible for their Products, and any disputes, or problems related to such Products. When Users purchase Products, they are entering into a contract directly with Establishments. FROLIT is not and does not become a party to, or other participant in, any contractual relationship between Users and Establishments.

THE SERVICES ARE INTENDED SOLELY FOR USERS WHO ARE 21 YEARS OF AGE OR OLDER, AND ANY REGISTRATION, USE OR ACCESS TO THE SERVICES BY ANY USERS UNDER 21 IS STRICTLY PROHIBITED AND IN VIOLATION OF THESE TERMS.

BY USING THE APP OR THE SERVICES, USERS EXPRESSLY REPRESENT AND WARRANT THAT YOU ARE AT LEAST 21 YEARS OF AGE.

PLEASE NOTE THAT THESE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES (EXCEPT IN CERTAIN CIRCUMSTANCES), RATHER THAN JURY TRIALS OR CLASS ACTION LAW SUITS.

You acknowledge that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Services and receipt or use of data, content, products or services through the Services.

We may make changes to this Agreement and to the Services from time to time. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in our business practices. The most recent version of this Agreement will be posted on the Company’s Website, and you should regularly check for the most recent version. The most recent version is the binding agreement between you and us. If you continue to use the Services after changes become effective, then you agree to the revised Agreement. You agree that this Agreement supersedes any prior agreements (except as specifically stated herein), and governs your entire relationship with FROLIT, including but not limited to events, agreements, and conduct preceding your acceptance of this Agreement.

  1. Users must be at least 21 years of age to create an account on FROLIT and use the Services. By creating an account and using the Services, you represent and warrant that:
  • you can form a binding contract with FROLIT,
  • you are not a person who is barred from using the Service under the laws of the United States or any other applicable jurisdiction – meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition,
  • you will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations, and
  • you have never been convicted of or pled no contest to a felony, a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal or local sex offender registry.
  1. Your Account. You are required to provide certain personal or business-related information to us to set up an account in the App (please reference the Privacy Policy as it relates to the collection, storage and sharing of User account information by Company). Each User is required to provide the correct information for at least one valid credit card, debit card, or other method of payment (the “Payment Information”), in order to process Transactions (as defined in Section 5). You represent and warrant that you are authorized to use the device on which you have accessed the App and that the information provided in your account is true and accurate as of the date it is provided. Each User represents and warrants that the User is authorized to use the Payment Information, and that the Payment Information is true and accurate as of the date that it is provided or intended to be accessed. You are responsible to update your Account information, and User are required to update their Payment Information, as necessary to ensure that the same is true and accurate at all times.

You are responsible for maintaining the confidentiality of your login credentials that you use to sign up for FROLIT, and you are solely responsible for all activities that occur under those credentials. If you think someone has gained unauthorized access to your account, please immediately change your password and contact [cs@frolit.io].

  1. Mobile and Other Devices. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and other equipment, or services that you need to download, install and use the Services. WE DO NOT GUARANTEE THAT THE SERVICES CAN BE ACCESSED AND USED ON ANY PARTICULAR DEVICE OR WITH ANY PARTICULAR SERVICE PLAN. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE IN, OR THAT ORDERS FOR PRODUCTS CAN BE PLACED FROM, ANY PARTICULAR GEOGRAPHIC LOCATION. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications on your mobile device (“Push Messages“), as well as via email or other types of messages. You acknowledge that, when you use the Services, your wireless service provider may charge you fees for data, text messaging or other wireless or Internet access, including in connection with Push Messages. Should you wish to stop receiving Push Messages. you may turn off these notifications through the applicable settings on your device.
  1. Modifying the Service and Termination. FROLIT may add new features or enhancements from time to time as well as remove some features, and if these actions do not materially affect your rights or obligations, we may do so and not provide you with notice. We may even suspend the Services entirely and permanently, at any time at our sole discretion.

You may delete your account at any time, for any reason, by following the instructions in “Settings” in the App, however you may need to manage your in-app purchases through your mobile device platform (e.g., iTunes, Google Play) to avoid additional billing. FROLIT may terminate your account at any time without notice if it believes that you have violated this Agreement. Upon such termination, you will not be entitled to any refund for purchases, regardless as to whether such purchases resulted in unused credits or the like. After your account is terminated, this Agreement will terminate, except that the following provisions will still apply to you and FROLIT: Sections 15, 16, 23, 24, and 25, as well as other provisions that, by their nature, typically remain in effect after the expiration or termination of an agreement.

  1. Transactions with Establishments. FROLIT does not have any control over Products that are sold to Users through Transactions via the Services and we only provide the Services as a convenience to Users and Establishments. FROLIT is not responsible for examining or evaluating the quality, or any other aspect of, the Products offered by an Establishment to Users through the Services, and you agree that FROLIT will not have any liability or responsibility to Users or Establishments related to such Products. Users and Establishments further acknowledge that FROLIT is not a party to the Transactions . All disputes related to the quality or other aspect of the Products, or disputes related to amounts charged or paid, will be settled directly between the User and the Establishment and FROLIT will not participate is resolving any such disputes between Establishments and Users.

FROLIT is not liable for any of the following cases:

  • If the Transaction cannot be completed because the Payment Information is incorrect or no longer accurate;
  • If the Transaction cannot be completed because the User does not have funds available or the funds are otherwise restricted when the Payment Information is processed;
  • If the FROLIT Services are not working properly and the Establishment or User was aware of the issue prior to attempting the Transaction;
  • If the User or Establishment provided inaccurate or incomplete information regarding the Transaction;
  • If the Transaction is not completed because the Transaction appears suspicious, fraudulent, or unauthorized, and it must be confirmed as a legitimate Transaction; if the account of either the User or Establishment involved in the Transaction is suspended by FROLIT; or if the Transaction is or appears to be prohibited by any applicable law or rules.

Establishments may add charges normally enforced by Establishments, such as a fixed gratuity for large parties. Users acknowledge that FROLIT does not determine or fix any gratuity amount or similar charges.

Excluding a refund transaction, once a payment is sent to an Establishment through the FROLIT App, it cannot be cancelled or modified through the FROLIT App and the User must contact the Establishment directly regarding the charge. Additional FROLIT Fees (defined below) may be incurred with refunds, cancellations or modifications to payments or resubmissions of Transaction payments.

Establishments may require Users to authorize any Transaction payment by other means including, but not limited to, signing a printed receipt or delivering a final check, bill or tab. The Establishment may notify each User in advance if the Establishment is aware that the FROLIT App is not properly processing Transactions, if the Establishment’s POS system is not properly processing Transactions, or if the Establishment will require the User to take further actions to complete a Transaction.

If the User leaves an Establishment prior to closing the Transaction in the manner advised by the Establishment, or otherwise fails to complete a Transaction in a manner that causes an Establishment to close out a Transaction on the User’s behalf, the Establishment may close out any Transaction and charge an additional service fee in this case. Users acknowledge that FROLIT does not determine or mandate any service fee and Users hereby agree to pay any such fee as a condition to entering into the Transaction.

  1. Third Party Payment Processors. FROLIT will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but FROLIT makes no representations or warranties regarding the amount of time needed to complete a Transaction. The completion of the Transaction payment is dependent upon factors outside of FROLIT’s control. FROLIT is not a bank, credit union, payment processor or other financial institution. FROLIT does not hold or transmit any funds for Transactions. Transactions are processed through third parties, including the Establishment’s POS System and third-party payment processors that FROLIT has engaged (please refer to the Privacy Policy for additional information related thereto). By processing a Transaction via the FROLIT App, you authorize each Establishment and such third-party payment processors to charge you in accordance with the Payment Information you provide. Transactions processed via the FROLIT App may also be subject to the terms and conditions of the applicable third-party processor.
  1. FROLIT Fee. FROLIT does not charge you a fee to download or access the FROLIT App on one or more Devices. Each Transaction processed by the User through the FROLIT App will incur a transaction fee (the “FROLIT Fee”) in the amount of [FIVE] Dollars ($[5.00]) or a set percentage of [5%] per Transaction as of the date set forth below, which amount is subject to change in FROLIT’s full, exclusive, and sole discretion. Users will see the FROLIT Fee appear as a separate transaction charge from that for the payment made to the Establishment on the User’s statements. A User will not receive a refund of the FROLIT Fee when a User receives a refund through the Establishment and may incur an additional fee from FROLIT to process the refund.
  1. Suspicious Activity. In the event that a User believes that his or her credit or debit card has been fraudulently charged through the FROLIT App, the User must contact the FROLIT team immediately. You will immediately contact FROLIT in the event that you believe that there is suspicious activity or unauthorized access to your device, FROLIT App, FROLIT Software, or any feature related thereto, as applicable. FROLIT may immediately suspend your account without notice if FROLIT or a third-party affiliate of FROLIT identifies any activity as suspicious.
  1. Establishment Terms. Each Establishment hereby grants FROLIT, and FROLIT’s employees, officers and agents (“FROLIT’s Team”), access to Establishment’s POS System, whether accessed on site or remotely, to install, update, and maintain the Software on the Establishment’s POS system. Each Establishment agrees to provide any and all assistance to FROLIT’s Team to complete any and all such installations, updates, and maintenance.

Establishments are solely responsible for independently maintaining and backing up the Establishments’ copy of customer and transactional data processed on the POS System (the “POS Data”), and will maintain, back up, and create duplicate copies of its records and POS Data as it deems necessary. FROLIT is not required to maintain any backup or duplicate copies of any Establishments’ POS Data and FROLIT will not be required to provide Establishments with any copies of POS Data that FROLIT may own or have access to for recovery purposes or otherwise.

Each Establishment hereby grants FROLIT the right to collect, use, retain, transfer or sell the POS Data, subject to the terms of the Privacy Policy, for any lawful business purpose. FROLIT will retain all title, copyright and other proprietary rights to the POS Data that FROLIT collects, processes, and markets. Establishments are not entitled to any profits FROLIT may realize in its utilization of the Establishment’s POS Data or otherwise acquire any rights, express or implied, by FROLIT’s utilization of the POS Data.

FROLIT may, in its sole discretion, immediately suspend, limit, or terminate an Establishment’s access to or use of the FROLIT Software for any reason, without notice or liability to the Establishment. Establishments will maintain adequate means to continue its business operations in the event that the FROLIT Software or FROLIT Services are down for maintenance or otherwise unavailable.

Establishments will abide by all applicable laws related to processing Transactions that the Establishment is subject to in its ordinary course of business. Establishments will be solely responsible for the actions of its employees and agents related to the Establishment’s use of the FROLIT Software and will properly advise its employees and agents on the use of the FROLIT Software to comply with the terms hereof and all legal obligations.

Establishments will be responsible for determining, collecting, paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with such Establishment’s collection of, User payments though the FROLIT Software or Services. FROLIT is not responsible for determining whether Establishments owe taxes in connection with Establishments’ access to or use of the FROLIT Software or Services or for collecting, reporting, or remitting taxes arising from Establishments’ collection of User payments through access to or use of the FROLIT Software or Services.

 

  1. Safety; Your Interactions with Other Users and Establishments. Though FROLIT strives to encourage a respectful your experience, the Company it is not responsible for the conduct of any User or Establishment on or off of the Services. You agree to use caution in all interactions with other Users and Establishments, particularly if you decide to communicate off of the Services or interact in person. You agree that you will not provide your financial information (for example, your credit card, debit card, or bank account information), or wire or otherwise send money, to other Users.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND ESTABLISHMENTS. YOU UNDERSTAND THAT FROLIT DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS USERS AND ESTABLISHMENTS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS AND ESTABLISHMENTS. FROLIT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR ESTABLISHMENTS. FROLIT RESERVES THE RIGHT TO CONDUCT – AND YOU AGREE THAT FROLIT MAY CONDUCT – ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC-RECORDS.

  1. FROLIT may, but is not required to, develop and provide App updates from time to time, which may include upgrades, bug fixes, patches and other corrections or new features (collectively, “Updates“). Updates may also modify or delete in their entirety certain features or functionality. You agree that FROLIT has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on the settings of your device, when your device is connected to the Internet, the App may automatically download and install available Updates, or you will be prompted to download and install available Updates. You acknowledge that the App or any of its features may not operate properly if you fail to install Updates and FROLIT may, in its sole discretion, cease supporting prior versions of the App after an Update is made available. You further agree that all Updates will be deemed part of the App and subject to the terms of this Agreement.
  1. Users consent to receive communications, including commercial communications (whether by phone, email or text) from FROLIT and our third-party partners, which may include Establishments and other third parties, including without limitation brands. Users acknowledge and agree that their primary phone numbers and email addresses and other information may be used for the purpose of initiating commercial messages. Users consent to receipt of such messages is not, and will not be, a condition to any Transaction. If at any time Users change their minds regarding consent to such messages, Users must contact us. Users may opt out of receiving messages that are primarily commercial in nature, but in order to stop receiving all messages from FROLIT (including messages related to Transactions and your account), Users will need to terminate their account. If the App enables you to send or receive SMS messages, standard text messaging rates or other carrier charges may apply to such use.

 

  1. License Grant. FROLIT hereby grants to you, subject to these Terms, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Services (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely for your use on a mobile or other device that you own or control. These Terms do not permit you to install or use the Services on a mobile or other device that you do not own or control and you may not distribute or make all or any portion of the Services available over a network where it could be used by multiple devices at the same time. All rights not expressly granted herein are reserved by FROLIT.
  1. Rights FROLIT Grants You. FROLIT grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Services. This license is for the sole purpose of letting you use and enjoy the Services’ benefits as intended by FROLIT and permitted by this Agreement. Therefore, you agree not to:
  • use the Services or any content contained in the Services for any commercial purposes without our written consent.
  • copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Services without FROLIT’s prior written consent.
  • express or imply that any statements you make are endorsed by FROLIT.
  • use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents.
  • use the Services in any way that could interfere with, disrupt or negatively affect the Services or the servers or networks connected to the Services.
  • upload viruses or other malicious code or otherwise compromise the security of the Services.
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Services.
  • “frame” or “mirror” any part of the Services without FROLIT’s prior written authorization.
  • use meta tags or code or other devices containing any reference to FROLIT or the Services (or any trademark, trade name, service mark, logo or slogan of FROLIT) to direct any person to any other website for any purpose.
  • modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services, or cause others to do so.
  • use or develop any third-party applications that interact with the Services or other users’ Content (as that term is defined in Section 15) or information without our written consent.
  • use, access, or publish the FROLIT application programming interface without our written consent.
  • probe, scan or test the vulnerability of our Services or any system or network.
  • encourage or promote any activity that violates this Agreement.

The Company may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the Services, including termination of your account.

Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

  1. Rights You Grant FROLIT. By creating an account, you grant to FROLIT a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute information you authorize us to access from Facebook, Google, or other social media platform that the Services may interact with from time to time, as well as any information you post, upload, display or otherwise make available (collectively, “post”) on the Services or transmit to other users (collectively, “Content”). FROLIT’s license to your Content will be non-exclusive, except that FROLIT’s license will be exclusive with respect to derivative works created through use of the Services. For example, FROLIT would have an exclusive license to screenshots of the Services that include your Content. In addition, so that FROLIT can prevent the use of your Content outside of the Services, you authorize FROLIT to act on your behalf with respect to infringing uses of your Content taken from the Service by other users or third parties. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if your Content is taken and used by third parties outside of the Services. Our license to your Content is subject to your rights under applicable law (for example laws regarding personal data protection to the extent any Content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing, and improving the Services and researching and developing new ones. You agree that any Content you place or that you authorize us to place on the Services may be viewed by other users and may be viewed by any person or Establishment visiting or participating in the Services (such as individuals who may receive shared Content from other FROLIT users).

You agree that all information that you submit upon creation of your account, including information submitted from your Facebook, Google, or other social media account, is accurate and truthful and you have the right to post the Content on the Services and grant the license to FROLIT above. You understand and agree that we may monitor or review any Content you post as part of the Services. We may delete any Content, in whole or in part, without notice, that in our sole judgment violates this Agreement or may harm the reputation of the Services.

When communicating with our customer care representatives, you agree to be respectful and kind. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your account.

In consideration for FROLIT allowing you to use the Services, you agree that we, our affiliates, and our third-party partners, including Establishments, may place advertising on the Website or App. By submitting suggestions or feedback to FROLIT regarding our Services, you agree that FROLIT may use and share such feedback for any purpose without compensating you.

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

  1. The Services and their content, including “look and feel” (e.g., text, graphics, images and logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that FROLIT and its licensors own all right, title and interest in and to the Services and their content (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. Except for the limited license to the Services granted to you in Sections 13, 14, and 19, you do not acquire any rights or licenses under any of FROLIT’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks, or other intellectual property rights on account of these Terms.

Any and all (i) suggestions for correction, change and modification to the Services and other feedback, information and reports provided to FROLIT by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements thereto, whether made, created or developed by FROLIT or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of FROLIT. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of FROLIT and FROLIT may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to FROLIT any and all right, title and interest that you may have in and to any and all Feedback and Revisions. At FROLIT’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment. To the extent such license(s) does not apply, you irrevocably grant to FROLIT a royalty free, worldwide, and perpetual license to any and all Feedback and Revisions.

  1. Community Rules. By using the Services, you agree that you will not:
  • use the Services for any purpose that is illegal or prohibited by this Agreement.
  • use the Services for any harmful or nefarious purpose.
  • use the Services in order to damage FROLIT.
  • violate our Community Guidelines [https://frolit.io/community-guidelines], as updated from time to time.
  • spam, solicit money from or defraud any users.
  • impersonate any person or entity or post any images of another person without his or her permission.
  • bully, “stalk,” intimidate, assault, harass, mistreat or defame any person.
  • post any Content that violates or infringes anyone’s rights, including rights of publicity, privacy, copyright, trademark or other intellectual property or contract right.
  • post any Content that is hate speech, threatening, sexually explicit or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
  • post any Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
  • solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal information without his or her permission.
  • use another user’s account.
  • create another account if we have already terminated your account, unless you have our permission.

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

  1. Other User’s Content. Although FROLIT reserves the right to review and remove Content that violates this Agreement, such Content is the sole responsibility of the user who posts it, and FROLIT cannot guarantee that all Content will comply with this Agreement. If you see Content on the Services that violates this Agreement, please report it within the Services or via [report@frolit.io].
  1. In App Purchases. If you choose to make an in app purchase, you will be prompted to enter details for your account with your software store (“your IAP Account”), and your IAP Account will be charged for the in app purchase in accordance with the terms disclosed to you at the time of purchase as well as the general terms for in app purchases that apply to your IAP Account. Some software stores may charge you sales tax, depending on where you live.

If you choose to make a purchase through FROLIT, you agree to pay FROLIT all charges at the prices displayed to you for the service(s) you’ve selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize FROLIT to charge your chosen payment provider (your “Payment Method”). FROLIT may correct any billing errors or mistakes that it makes even if it has already requested or received payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, FROLIT may terminate your account immediately in its sole discretion.

You may edit your Payment Method information through the App. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.

From time to time, you may be able to purchase, a limited, personal, non-transferable, non-sublicensable, revocable license to use “virtual items,” including but not limited to [Credits and Cupids] (collectively, “Virtual Items”). You are only allowed to purchase Virtual Items from us or our authorized partners and Establishments through the Services and not in any other way. Virtual Items represent a limited license right governed by this Agreement. Except as otherwise prohibited by applicable law, Virtual Items obtained by you are licensed to you, and you acknowledge that no title or ownership in or to Virtual Items is being transferred or assigned to you. This Agreement should not be construed as a sale of any rights in Virtual Items. Any Virtual Item balance shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your license. Virtual Items do not incur fees for non-use, however, the license granted to you in Virtual Items will terminate in accordance with the terms of this Agreement, when FROLIT ceases providing the Services or your account is otherwise closed or terminated. FROLIT, in its sole discretion, reserves the right to charge fees for the right to access or use Virtual Items and may distribute Virtual Items with or without charge. FROLIT may manage, regulate, control, modify, or eliminate Virtual Items at any time. FROLIT will have no liability to you or any third party in the event that FROLIT exercises any such rights. The transfer of Virtual Items is prohibited, and you will not sell, redeem or otherwise transfer Virtual Items to any person or entity. Virtual Items may only be redeemed through the Services. ALL PURCHASES AND REDEMPTIONS OF VIRTUAL ITEMS MADE THROUGH THE SERVICES ARE FINAL AND NON-REFUNDABLE. The provision of Virtual Items for use in the Services is a service provided by FROLIT that commences immediately upon the acceptance of your purchase of such Virtual Items. YOU ACKNOWLEDGE THAT FROLIT IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

Generally, all charges for purchases are nonrefundable, and there are no refunds or credits for partially used periods. We may make an exception if the laws applicable in your jurisdiction provide for refunds.

  1. Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

 

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Service (and such description must be reasonably sufficient to enable us to find the alleged infringing material);
  • your contact information, including address, telephone number and email address;
  • a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Notice of claims of copyright infringement should be provided to the Company’s Copyright Agent via email to [cs@frolit.io] or via mail to the following address:

FROLIT Copyright Compliance Department [3250 NE 1st AVE SUITE 305. Miami, FL 33137].

FROLIT will terminate the accounts of repeat infringers.

FROLIT PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FROLIT DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, (B) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED, OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE ACCURATE.

FROLIT TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER USER, ESTABLISHMENT, OR THIRD PARTY POSTS, SENDS OR RECEIVES THROUGH THE SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

FROLIT DISCLAIMS AND TAKES NO RESPONSIBILITY FOR ANY CONDUCT OF YOU OR ANY OTHER USER OR ESTABLISHMENT, ON OR OFF THE SERVICES.

  1. Third-Party Terms. The Services may contain advertisements and promotions offered by third parties and links to other web sites or resources. FROLIT is not responsible for the availability (or lack of availability) of such external websites or resources. If you choose to interact with the third parties made available through our Services, such party’s terms will govern their relationship with you. FROLIT is not responsible or liable for such third parties’ terms or actions.
  1. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FROLIT, ITS AFFILIATES, EMPLOYEES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) THE CONDUCT OR CONTENT OF OTHER USERS, ESTABLISHMENTS, OR THIRD PARTIES ON, THROUGH OR FOLLOWING USE OF THE SERVICES; OR (III) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, EVEN IF FROLIT HAS BEEN ADVISED AT ANY TIME OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL FROLIT’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO FROLIT DURING THE TWENTY-FOUR (24) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT YOU FIRST FILE A LAWSUIT, ARBITRATION OR ANY OTHER LEGAL PROCEEDING AGAINST FROLIT, WHETHER IN LAW OR IN EQUITY, IN ANY TRIBUNAL. THE DAMAGES LIMITATION SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE APPLIES (i) REGARDLESS OF THE GROUND UPON WHICH LIABILITY IS BASED (WHETHER DEFAULT, CONTRACT, TORT, STATUTE, OR OTHERWISE), (ii) IRRESPECTIVE OF THE TYPE OF BREACH OF OBLIGATIONS, AND (iii) WITH RESPECT TO ALL EVENTS, THE SERVICES, AND THIS AGREEMENT.

THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 23 WILL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

  1. Governing Law. Except where our arbitration agreement is prohibited by law, the laws of Florida, U.S.A., without regard to its conflict of laws rules, will apply to any disputes arising out of or relating to this Agreement, the Services, or your relationship with FROLIT. Notwithstanding the foregoing, the Arbitration Agreement in Section 25 will be governed by the Federal Arbitration Act.
  1. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

All claims arising out of or relating to this Agreement, to the Services, or to your relationship with FROLIT will be arbitrated exclusively in Miami-Dade County, Florida, U.S.A. You and FROLIT consent to the exercise of personal jurisdiction in the State of Florida and waive any claim that such venue constitutes an inconvenient forum.

  1. Indemnity by You. You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless FROLIT, our affiliates, and their and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorney’s fees, due to, arising out of, or relating in any way to your access to or use of the Services, your Content, or your breach of this Agreement.
  1. Entire Agreement. This Agreement, along with the Privacy Policy, and any terms disclosed to you if you purchase or have purchased additional features, products or services we offer on the Services, contains the entire agreement between you and FROLIT regarding your relationship with FROLIT and the use of the Services. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. The failure of FROLIT to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. You agree that your FROLIT account is non-transferable and all of your rights to your account and its Content terminate upon your death. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement and you may not make any representations on behalf of or bind FROLIT in any manner.