Mobile Application End User License Agreement

This Mobile Application End User License Agreement ("Agreement") is a binding agreement

between you ("End User" or "you") and DEEM-IT! FLORIDA, LLC ("Company" or “DI” or

“us”). This Agreement governs your use of the Deem-It! Application on a mobile platform,

(including all related documentation, the "Application"). The Application is licensed, not sold, to

you.

BY CLICKING THE "AGREE" BUTTON AND DOWNLOADING/INSTALLING/USING THE

APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND

UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE

OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C)

ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS

TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/

INSTALL/USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

BY ACCESSING OR USING ANY OR ALL OF THE SERVICES, YOU ACCPET, WITHOUT

LIMITATION OR QUALIFICATION, THESE TERMS OF USE AND THE PRIVACY

POLICY, WHICH FORM A LEGALLY BINDING AGREEMENT. PLEASE NOTE THESE

TERMS CONTAIN A RELEASE, DISCLAIMERS, AND LIMTATIONS OF LIABILITY, AS

WELL AS A BINDING ARBITRATION CLAUSE AND CLAS ACTION WAIVER FOR

UNITED STATES RESIDENTS.

SECTION 43 OF THESE TERMS CONTAINS A CLASS ACTION WAIVER THAT APPLIES TO ALL

CLAIMS BROUGHT AGAINST DEEM-IT! FLORIDA, LLC IN THE UNITED STATES. PLEASE

READ THEM CAREFULLY.

IF YOU PURCHASE A SUBSCRIPTION, THESE TERMS CONTAIN IMPORTANT INFORMATION

ABOUT AUTOMATIC RENEWALS AND CANCELLATION OF YOUR SUBSCRIPTION. IF YOU DO

NOT AGREE WITH THESE TERMS OF USE, PLEASE DO NOT USE THE SERVICES.

The Deem-It! Application provides the end user with the means to locate local discounts

provided by participating vendors for goods and services and an accompanying even

calendar (the “Services”).

To register with and use the Services, you must be 18 years of age or older or be of legal

age in your jurisdiction of residence, or be between the ages of 13 and 17 and obtain the

express permission of your parent or legal guardian. If you are under the age of 13, you

are not permitted to use any of the Services or submit any personally identifiable

information to Deem-It! Florida, LLC.

1. Changes to These Terms of Use. We reserve the right to modify or amend these

Application, and you should review the Terms of Use before using the Application every time.

This will ensure that you have an up-to-date understanding of the Terms of Use under which you

are permitted to access and use this platform and the Services. You will be notified of any material

changes or modifications made to the Terms of Use. Notification of material changes or

modifications may be through the Application or other means deemed appropriate such as email

or through your account. Your use of the Application and Services after any modifications or

amendments to these Terms of Use shall be deemed your acceptance of such modifications and

amendments.

2. Privacy Policy. By agreeing to these Terms of Use, you agree to the terms of our

here.

3. Registration and Use. You will be required to create an account to use the Services.

If you register an account you agree to (1) provide complete, accurate, and current information in

the registration form, to keep such information current in your account, including any credit card

numbers, expiration dates, and owner names. You further agree to keep your password secure and

confidential and to notify DI immediately upon learning that your account has been compromised

or there has been unauthorized access, or of any other known or suspected breach of security

related to your account. You will be responsible for all activity that occurs under your account,

including but not limited to activity from unauthorized access. You may not share your account,

including your username or password, with a third party nor may you use the account, and

username/password of another account holder. You may log into the Application to use the

provided Services, only in compliance with these Terms of Use.

4. Give Back Program and Partners. Upon registration of an account and purchase of

a subscription, you will have the option to choose a local school or other designated organization

(“Give Back Partner” or “Entity”) who will receive a cash payout benefit from DI for every

annual subscription purchased by an End User wherein that Entity has registered with DI as a Give

Back Partner (the “Give Back Program”). You understand and agree that while all a particular

school or organization may be listed in the Application for selection by you as a Give Back Partner,

an Entity does not receive the benefit of the Give Back Program until it is registered with the DI

Application. Not all entities listed are registered with DI. You acknowledge and agree that by

choosing an unregistered Entity as a Give Back Partner, does not registered that Entity with the DI

Application. If you chose to make an unregistered entity your designated Give Back Partner, that

Give Back Partner will not receive funds until they have registered with DI. Further, you

acknowledge and understand that a Give Back Partner will receive the cash payout benefit only

for new subscriptions purchased after the Entity is registered and this benefit is not retroactive for

any Entity. There shall be no retroactive payments to Give Back Partner’s for an End User’s

selection of that entity before it was registered with DI.

If a registered Entity you selected as a Give Back Partner decides to no longer participate

in DI’s Give Back Program, you will be notified of the Entity’s decision and provided an

opportunity to select a new Entity as a Give Back Partner.

5. License Grant. Subject to the terms of this Agreement, Company grants you a

limited, revocable, non-exclusive, non-sublicensable, non-assignable, and nontransferable license

to:

(a) download, install, and use the Application for your personal, non-

commercial use on a single mobile device owned or otherwise controlled by you, or which

you are authorized to use ("Mobile Device") strictly in accordance with the Application's

documentation; and

(b) access, stream, download, and use on such Mobile Device the Content and

Services made available in or otherwise accessible through the Application, strictly in

accordance with this Agreement and the Terms of Use applicable to such Content and

Services as set forth herein.

not sold, to you. You do not acquire any ownership interest in the Application under these

with the license granted, and subject to all terms, conditions, and restrictions under these

6. License Restrictions. Except as may be expressly permitted by applicable law or

expressly authorized by the Application, you shall not:

(a) reproduce, download, archive, redistribute, broadcast, sell, resell, license,

modify, create derivative works of, exploit, modify, translate, adapt, or make any

commercial use of any of the Services or content of the Application, or the Application

itself, whether or not patentable, except if you have executed a written agreement with an

authorized representative of DI allowing you to do so.

(b) copy the Application, except as expressly permitted by this license;

derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright,

trademark, patent, or other intellectual property or proprietary rights notices from the

Application, including any copy thereof;

(e) bypass any geographic restrictions that may be placed on the Services,

including any IP address-based restrictions;

(f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or

otherwise make available the Application, or any features or functionality of the

Application, to any third party for any reason, including by making the Application

available on a network where it is capable of being accessed by more than one device at

any time;

(g) use any software robots, spiders, web crawlers, bots, or other automatic

device(s), processes, or similar means, whether automated or manual, to access, acquire,

index, or aggregate information from the Application for any purpose, including

monitoring or copying any of the material on the Application;

(h) upload to the Services any virus, malware, trojan horse, or any other

malicious software;

(i) use any manual process to monitor or copy any of the material on the

Application, or for any other purpose not expressly authorized in this Agreement, without

Company's prior written consent;

(j) frame, mirror, or otherwise incorporate the Application or any portion of

the Application as part of any other mobile Application, website, or service;

(k) use the Application in any manner that could disable, overburden, disrupt,

interfere with, damage, or impair the Application or interfere with any other party's use of

the Application, or otherwise create an undue burden on the server on which the

Application is hosted or any server, computer, or database connected to the Services and

Application;

(l) remove, disable, circumvent, disrupt, or otherwise create or implement any

workaround to any copy protection, rights management, or security features in or

protecting the Application or Services or scan, probe, or test the vulnerability of any DI

system or network or the systems and networks connected to the Services;

(m) use the Services or download the Application from any country that is

subject to a U.S. government embargo or that the U.S. government has designated a

terrorist supporting country;

(n) use the Services for any purpose that is prohibited by these Terms of Use;

and

(o) Violate any applicable law, statute, ordinance, or regulation governing your

use of the Services.

You acknowledge and agree that we may immediately without notice, suspend or

termination your account if you engage in conduct that violates these usage restrictions or any

other term of these Terms of Use. If we terminate your account because of your violation of these

usage restrictions or your violation of any other terms of these Terms of Use, you may not

reregister for or otherwise use the services under any other username.

7. Ownership of Content. Unless otherwise indicated, the contents of the Services,

including, but not limited to, all information, the design, text, images, graphics, audio clips, video

clips, metadata, data, selection and arrangements of elements, organization and the design

compilation, and other matters related to the Services (collectively, “Content”) and the source and

object code, format, algorithm, and structure of the applicable intellectual property and other laws,

including without limitation, those of the United States and Canada. All content and intellectual

property rights here are the property of Deem-It! Florida, LLC, or used with permission of the

rights owner and are protected pursuant to applicable intellectual property laws. The posting of

any content on the Services does not constitute a waiver of any right in such content. The

reproduction, duplication, distribution (including by way of e-mail or other electronic means),

publication (including posting on other websites), modification, copying, or transmission of

Content from the Application or the site in any form or by any means is strictly prohibited without

the express prior written consent of Deem-It! Florida, LLC. Requests for permission to reproduce

or distribute materials found on the Application can be made by contacting Deem-It! Florida, LLC

in writing at 3101 SW 34th Avenue Ste 905426 Ocala, Florida 34474 or by email at

[email protected]. The content may only be used for personal, non-commercial purposes.

8. Deem-It! Marks. The DI logo and all page headers, custom graphics, button icons,

trademarks, service marks, and logos appearing in the Application, or the site, unless otherwise

noted, are service marks, trademarks (whether registered or not) and/or trade dress of DI (the

“Marks”). You are not authorized to display or use the Marks in any manner without express prior

written consent of DI. The use or misuse of the Marks or other trademarks, names, logos, service

marks, and/or trade dress, or any other materials contained herein, except as permitted herein, is

expressly prohibited. All other product and company names and trademarks mentioned, displayed,

sited, or otherwise indicated on the site or in the Application are the property of their respective

owners. Further, you understand that DI partners with other Third-Party vendors for the purpose

of the Application. The custom graphics, logos, trademarks, service marks, or trade dress, product,

product descriptions, company names, or other intellectual property of Third-Party Vendors

(“Third-Party Intellectual Property”) may appear in the Application. DI makes no claim to the

Third-Party Intellectual property. DI’s use of Third-Party Intellectual Property does not authorize

you to use or display the Third-Party Intellectual Property. You agree to indemnify and hold

harmless DI for any action taken against you by a Third-Party vendor arising out of, relating to, or

resulting from your use of the DI Application.

9. Reservation of Rights. You acknowledge and agree that the Application is provided

under license, and not sold, to you. You do not acquire any ownership interest in the Application

under this Agreement, or any other rights thereto other than to use the Application in accordance

with the license granted, and subject to all terms, conditions, and restrictions, under this

Agreement. Company and its licensors and service providers reserve and shall retain their entire

right, title, and interest in and to the Application, including all copyrights, trademarks, and other

intellectual property rights therein or relating thereto, except as expressly granted to you in this

Agreement.

10. Rights You Grant Us. Except for (i) personally identifiable information such as

names, addresses, and financial information, and (ii) information you submit in relation to an

employment application by submitting unsolicited information and content through the Services,

you grant DI and each of its respective licensees, successors, and assigns, a non-exclusive, world-

wide, perpetual, fully paid and royalty free license (with the right to sublicense) to store, use, copy,

reproduce, modify, publicly perform, display, distribute, adapt, and create derivative works of, and

to promote, market, and exploit such submission. By sending any unsolicited submissions to us

you waive the right to make any claim against DI, its parents, or affiliates, related to the use of the

submission, including any claim of “moral rights” or attribution.

11. User Submission Restrictions. By uploading or submitting any content, you

represent and warrant that you own or have the necessary rights or licenses to submit such content.

You also represent and warrant that any uploaded material does not:

(a) infringe any copywrite or other intellectual property or other rights of any

other person or entity;

(b) contain any material that is defamatory, obscene, indecent, abusive,

offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; promote

sexually explicit or pornographic material, violate, or discrimination based on race, sex,

religion, nationality, disability, sexual orientation or age;

others or contain any material that could give rise to any civil or criminal liability under

applicable laws or regulations or that otherwise may be in conflict with these Terms of Use

or our Privacy Policy;

(d) Promote any illegal activity, or advocate, promote, or assist any unlawful

act;

(e) involve commercial activities or sales, such as contests, sweepstakes, or

other sales promotions, barter, or advertising; and

(f) Give the impression that the content emanates from or is endorsed by DI or

any other person or entity if this is not the case.

We reserve the right to take corrective action, including but not limited to, in our sole

discretion, to monitor, remove, or edit any user content for any or no reason at any time. We may

disclose your identity or other information about you to any third party who claims that the user

content submitted by you violates their legal rights, including any intellectual property or privacy

rights. We may take appropriate legal action, including referral to law enforcement authorities, for

any legal or unauthorized use of the Services. We have the right to cooperate with any law

enforcement authorities or court orders requesting or directing us to disclose the identity or any

other information posting materials on or through the Services.

YOU WAIVE AND HOLD HARMLESS DI FROM ANY CLAIMS RESULTING FROM

ANY ACTION TAKEN BY DI IN RESPONSE TO AN INVESTIGATION BY LAW

ENFORCMENT AUTHORITIES OR AS A CONSEQUENCE OF DI’S ACTIVITIES

INTENDED TO COMPLY WITH LAW OR REGULATIONS.

12. Collection and Use of Your Information. You acknowledge that when you

download, install, or use the Application, Company may use automatic means (including, for

example, cookies, and web beacons) to collect information about your Mobile Device and about

your use of the Application. You also may be required to provide certain information about

yourself as a condition to downloading, installing, or using the Application or certain of its features

or functionality, and the Application may provide you with opportunities to share information

about yourself with others. All information we collect through or in connection with this

Application is subject to our Privacy Policy. By downloading, installing, using, and providing

information to or through this Application, you consent to all actions taken by us with respect to

your information in compliance with the Privacy Policy.

13. Content and Services. The Application may provide you with access to Company's

website(s) located at Deemitapp.com and DeemitEvents.com (the "Website") and products and

services accessible thereon, and certain features, functionality, and content accessible on or

through the Application may be hosted on the Website (collectively, "Content and Services").

Your access to and use of such Content and Services are governed by Website's Terms of Use and

Your access to and use of such Content and Services may require you to acknowledge your

acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your

failure to do so may restrict you from accessing or using certain of the Application's features and

functionality. Any violation of such Terms of Use will also be deemed a violation of this

Agreement.

14. Advertising and Links. You may create, with our prior written consent, hyperlinks

directly to the home page of DI’s site provide that the hyperlink accurately describes the content

as it appears on the Site, our site is displayed in full without any editing or modifications to the

view, and you do not represent, either expressly or by implication, that you have received any

endorsement, sponsorship, or support of the Site. You may not copy or paste any portion of our

site or our content to a service except for the process that occurs as result of automatic caching.

We are not responsible for the content or links to other sites to which we have provided links or

pointers and providing such links or pointers shall not be inferred, assumed, or construed to mean

or imply that we are connected with, operate, or control that site or its contents. Further, we are

not responsible nor liable for the content or practices of third-party sites to which we may provide

links or pointers.

15. Deem-It! Subscription. Deem-It! offers access to the Deem-It! Application and the

features available for viewing, reviewing, purchase, or redemption by offering an exclusive

subscription via the Application. By purchasing access to the Deem-It! Application, you represent

and warrant that you are a resident of the United States. We reserve the right to modify the content,

features, pricing, and availability of the Application at any time.

16. Apple App Store Terms. If you download the Application from the Apple, Inc.

(“Apple”) app store, or use the Application on an iOS devise, you acknowledge that you have read

and agree to the following terms:

(a) These terms of use are between DI and you only, not Apple, and DI is solely

responsible for the Application and its content;

(b) Apple has no obligation whatsoever to furnish any maintenance or support

services with respect to the Application;

the Application to conform to any applicable warranty, you may notify Apple and Apple

will refund any Application fee for the Application to you; to the maximum extent

permitted by applicable law, Apple will have no other warranty obligation whatsoever with

respect to the Application;

(d) DI, not Apple, is responsible for addressing any claims of you or any third

party relating to the Application or your possession and/or use of the Application, including

but not limited to: product liability claims, any claim that the Application fails to conform

to any applicable legal or regulatory legal requirement, and claims arising under consumer

protection, privacy, or similar legislation;

(e) In the event of any third-party claim that the Application or your possession

and use of the Application infringes that third party’s intellectual property rights, DI, not

Apple, will be solely responsible for the investigation, defense, settlements, and discharge

of any such intellectual property infringement claim.

(f) You represent and warrant that: you are not located in a country that is

subject to a U.S. government, or that is Title 15 Part 740, Supplement 1, Country Group E,

of the U.S. Code of the Federal Regulations, and that you are not listed on any U.S.

government list of prohibited or restricted parties;

(g) Apple and Apple’s subsidiaries are third party beneficiaries of these Terms

of Use and upon your acceptance of these terms of use, Apple will have the right (and will

be deemed to have accepted the right) to enforce these terms of use against you as a third-

party beneficiary thereof.

17. Billing and Fees.

The following terms are applicable if you purchase the Deem-It! subscription through the

Apple App Store or the Google Play store (each, an “App Store”):

(a) Payment Authorization. If you made any in-app purchase, via an App Store,

you authorize the App Store to charge your credit card or other payment method for the

Deem-It! subscription at the rate applicable at the time of your initial subscription

agreement, plus any applicable local, state, or federal taxes. You may be responsible for

other charges imposed by your credit card provider or financial service provider in

connection with your subscription. Billing for in-app purchases via an App Store will be

processed by the App Store provider according to their terms and may be subject to third

party terms. Your billing cycle may be subject to change for reasons including but not

limited to failure to pay, change in credit cards, etc.

(b) Payment Failures; Chargebacks. If charges for which you are responsible

for fail to be paid at the time payment is due, the App Store may continue to attempt to

charge your payment method until such time as your payment method can be successfully

charged and you will remain responsible for the payment of any charges. Additionally, you

may be responsible for the costs associated with our efforts to collect amounts due to the

extent permitted by law. If you contact your credit card provider or financial institution to

request a chargeback of any subscription fees due to DI, we reserve the right to

automatically terminate your account.

18. Subscription Price Changes. DI reserves the right to make changes to the Deem-It!

subscription price, frequency, or date of charge. If the cost of your subscription increases, you will

be provided with written notice prior to the billing period in which the change will become

effective and you must opt into the price increase in order to continue to have access to your Deem-

It! Application following the end of your current billing period.

19. Automatic Renewal of Subscription. BY PURCHASING THE DEEM-IT!

SUBSCRIPTION, YOU AGREE THAT YOUR SUBSCRIPTION WILL BE

AUTOMATICALLY RENEWED ON A PERIODIC BASIS FOR THE RENEWAL PERIOD

DISCLOSED TO YOU AT THE TIME OF YOUR PURCHASE AND WILL CONTINUE TO

RENEW ON THAT BASIS UNTIL SUCH TIME AS YOU CANCEL THE SUBSCRIPTION IN

ACCORDANCE WITH THE CANCELLATION TERMS BELOW. You authorize the App Store

to continue to charge your payment method for the price of your subscription, plus any applicable

taxes, unless you cancel.

To avoid the automatic renewal of your subscription, you must cancel the subscription at

least twenty-four (24) hours prior to the end of your current App Store billing cycle. If you cancel

less than twenty-four (24) hours before the end of your billing current billing cycle, your

subscription will continue as scheduled until the next billing cycle.

20. Cancellation. You may cancel the Deem-It! Application at any time by going to the

subscriptions page in your App Store account or by following the instructions in the

DeemItApp.com FAQ section. If you cancel your subscription prior to the end of your subscription

period, you will be entitled to continued access to the Deem-It! Application through the end of

your subscription period. At the end of your subscription period, you will immediately lose all

access to any content or features provided through the Deem-It! Application. There will be no

refunds processed pursuant to the below described “No Refunds” policy.

21. Promotions and Trials. From time to time, we may offer special promotional pricing

and trials for the Deem-It! Application (each “Promotional Subscription”). Promotional

subscriptions may be subject to additional terms from these Terms of Use. Any additional terms

will be disclosed to you at or prior to your Promotional Subscription sign up. At the end of your

Promotional Subscription term, your subscription will automatically renew at the price and for the

duration disclosed to you at the time you signed up for the Promotional Subscription. If the

Promotional Subscription includes a free trial, you will be required to provide the App Store with

a valid payment method at signup, and the App Store may attempt to validate your payment method

prior to the start of your free trial. YOU AUTHORIZE THE APP STORE TO CHARGE YOUR

PAYMENT METHOD AT THE END OF YOUR FREE TRIAL. TO AVOID BEING

CHARNGED YOU MUST CANCEL YORU SUBSCRIPTION AT LEAST TWENTY-FOUR

(24) HOURS BEFORE THE END OF YOUR FREE TRIAL PERIOD.

22. No Refunds. You may cancel your Deem-It! subscription at any time, however, we

do not offer refunds or credits, except in our sole discretion, or as required by applicable laws. If

we do issue a refund or credit, we are under no obligation to offer similar refunds or credits in the

future, to either you or another party.

23. Geographic Restrictions. The Content and Services are based in the state of Florida

in the United States and provided for access and use only by persons located in the United States.

You acknowledge that you may not be able to access all or some of the Content and Services

outside of the United States and that access thereto may not be legal by certain persons or in certain

countries. If you access the Content and Services from outside the United States, you are

responsible for compliance with local laws.

24. Updates. Company may from time to time in its sole discretion develop and provide

Application updates, which may include upgrades, bug fixes, patches, other error corrections,

and/or new features (collectively, including related documentation, "Updates"). Updates may also

modify or delete in their entirety certain features and functionality. You agree that Company has

no obligation to provide any Updates or to continue to provide or enable any particular features or

functionality. Based on your Mobile Device settings, when your Mobile Device is connected to

the internet either:

(a) the Application will automatically download and install all available

Updates; or

(b) you may receive notice of or be prompted to download and install available

Updates.

You shall promptly download and install all Updates and acknowledge and agree

that the Application or portions thereof may not properly operate should you fail to do so. You

further agree that all Updates will be deemed part of the Application and be subject to all terms

and conditions of this Agreement. Additionally, your use of the application after such Updates,

constitutes your consent to continue with the use of the Application after Updates are implemented.

25. Third-Party Materials. You understand that when using the Services, you may be

expose to Third-Party content. We are not responsible for the accuracy, usefulness, or intellectual

property rights relating to Third-Party content. Accordingly, you waive any and all claims, rights,

or remedies against DI, with respect to such Third-Party content, except as provided herein for

content and thus do not endorse any content or opinion expressed in any such content. We

expressly disclaim any and all liability in connection with any such Third-Party content. As set

forth in other provisions of these Terms of Use, we may investigate any reported user content in

violation of these Terms of Use or any laws or regulations, and may determine, in our sole

discretion, whether or remove such content.

The Application may display, include, or make available Third-Party content (including

data, information, applications, and other products, services, and/or materials) or provide links to

Third-Party websites or services, including through Third-Party advertising ("Third-Party

Materials"). You acknowledge and agree that Company is not responsible for Third-Party

Materials, including their accuracy, completeness, timeliness, validity, copyright compliance,

legality, decency, quality, or any other aspect thereof. Company does not assume and will not have

any liability or responsibility to you or any other person or entity for any Third-Party Materials.

Third-Party Materials and links thereto are provided solely as a convenience to you, and you access

and use them entirely at your own risk and subject to such Third-Party’s terms and conditions.

Further, any discount, deal, or other promotion (“Third-Party Promotion”) displayed in

the Application are at the sole discretion of the Third Party. You acknowledge and agree that

Company is not responsible for a Third-Party’s acceptance of its published Third-Party Promotion

and any decision made by a Third-Party to honor, accept, redeem and/or apply the Third-Party

Promotion in is the sole discretion of the Third-Party. Company does not assume and will not have

any liability or responsibility to you or any other person or entity for any Third-Party’s decision to

not honor, accept, redeem and/or apply any published Third-Party Promotion. The publication by

DI of a Third-Party Promotion is provided solely as a convenience to you, and you access and use

them entirely at your own risk and subject to such Third-Party’s terms and conditions.

26. Term and Termination.

(a) The term of Agreement commences when you download/install the

Application and/or acknowledge your acceptance and will continue in effect for so long as

you still have an account and/or continue to use the Services, or until terminated by you or

Company as set forth in this section.

(b) You may terminate this Agreement by deleting the Application and all

copies thereof from your Mobile Device.

ceases to support the Application, which Company may do in its sole discretion, or any

other termination event as determined by the sole discretion of the Company. In addition,

this Agreement will terminate immediately and automatically without any notice if you

violate any of the terms and conditions of this Agreement.

(d) Company may, in our sole discretion, and for any reason, immediately and

without notice to you, disable, suspend, or terminate your account, in whole or in part, or

your right to access the Services, including in the event of your actual or suspected

unauthorized use or misuse of the Services or a violation of these Terms of Use.

(e) Upon termination:

i. all rights granted to you under this Agreement will also terminate;

and

ii. you must cease all use of the Application and delete all copies of the

Application from your Mobile Device and account; and

iii. sections of the Terms of Use will survive the termination of the

Application subscription or access, including but not limited to those

sections that address: Privacy Policy, ownership of content, Marks,

rights you grant DI, User Submissions, Disclaimer of Warranties,

Limitation on Liability, Release and Indemnification, and Dispute

Resolutions.

(f) Termination will not limit any of Company's rights or remedies at law or in

equity;

(g) We will not be liable to you or any third party for compensation or damages

of any sort as a result of the termination of your account and the termination of your account

will not preclude us from seeking any other right or remedy we may have under law or

equity, now or in the future.

27. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW,

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE

SERVICES, INCLUDING THE APPLICATION, THE APPLICATION’S CONTENT, OR ANY

SITE OR OTHER APPLICATION TO WHICH THIS APPLICATION IS LINKED, WHICH

ARE PROVIDED FOR USE “AS IS” AND ON AN “AS AVAILABLE” BASIS. FURTHER,

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE THIRD-

PARTY DISCOUNTS, DEALS, OR PROMOTIONS OR THE THIRD-PARTY HONORING,

ACCEPTING, OR APPLYING SUCH PUBLISHED THIRD-PARTY PROMOTIONS.

THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL

FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM

EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF

AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS

AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER

EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE

APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-

INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF

DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO

WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND

THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY

INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE,

APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION,

MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR

THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST

THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE

COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. WE DO NOT

MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SERIVCES WILL BE

UNINTERRUPTED OR ERROR FREE OR THAT WE WILL CONTINUE TO SUPPORT ANY

FEATURE OF THE SERVICES. YOU ACCEPT THAT OUR PARENT, AFFILIATES,

SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, FRANCHISEES, AND

SUPPLIERS SHALL HAVE THE BENEFIT OF THIS CLAUSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS

ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY

RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND

LIMITATIONS MAY NOT APPLY TO YOU.

28. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES,

SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, EXCLUDE

AND DISCLAIM LIABLITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR

CONSEQUENTAL DAMAGES, LOSS OF USE, LOSS OF DATA, LSS CAUSED BY A

VIRUS, LOSS OF INCOME OR PROIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS

OF THRID PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE

HAVE BEEN ADVISED OF THE POSSILBIYT OF SUCH DAMAGES OR LOSSS, ARISING

OUT OF OR ASSOCIATED WITH YOUR USE OF THE SERVICES, CONTACT EQUITY,

NEGLIGENCE, TORT, STRICK LIABLITY OR ANY OTHER BASIS. TO THE FULLEST

EXTENT OF THE LAW, OUR MAXIMUM LIABILITY FOR ALL CALISM ARISING FRON

OR ASSCIATED WITH YOUR USE OF THE SERICES SHALL BE LIMITED TO PROVIDE

DIRECT DAMAGES AND NOT EXCEEDING THE GREATER OF: (1) THE AMOUNT PAID,

IF ANY, BY YOU FOR YOUR USE OF THE SERVICES IN THE LAST 12 MONTHS

PRECEDING THE EVENT THAT GAVE RIGH TO SUH CLAIMS(S) OR (II) TEN($10)

DOLLARS, THE FOREGOING SHALL NOT PRECLUDE RECOVERY OF DAMAGES FOR

PERSONAL INJURY, LOSS OR DAMGE TO PERSONAL PROPERTY, OR UNATHORIZED

USE OR DISLCOSURE OF PERSONALLY IDENTIFIABILE INFORMATION CAUSED BY

DI: GROSS NEGLIGENCE, RECKLESSNESS, FRAUD, OR OTHER WILLFUL,

UNCONSIONABLE OR INTENTIONAL MISCONDUCT. NOTHING HEREIN SHALL BE

CONSTRUED TO LIMIT THE CLEARLY ESTABLISHED LEGAL RIGHT OF A

CONSUMER TO RECOVER ATTORNEY’S FEES OR OTHER REMEDIES AFFORDED BY

STATUTE OR OTHER LAW OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR

SERVICE PROVIDERS, OR THIRD HAVE ANY LIABILITY ARISING FROM OR

RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE

CONTENT AND SERVICES FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST

OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL,

BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY

OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,

OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE

EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH

DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES

WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF

LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT

APPLY TO YOU.

29. General Provisions. These Terms of Use operate to the fullest extent permissible

by law. If any provision of these Terms of Use is held by a court or other tribunal of competent

jurisdiction unlawful, void, or unenforceable, that provision is deemed severable from these Terms

of Use and shall not void the entirety of these Terms of Use. Any such provision will be substituted

with a valid and enforceable provision reflecting the intent of the invalid provision, and does not

affect the validity of and enforceability of any remaining provision. No provision of these Terms

of Use shall be waived except with DI’s prior written consent. Failure to exercise, or delay in

exercising, any right or remedy under these Terms of Use will not operate as a waiver. These

30. Headings. Headings are for reference only and are not to be used in any way to

define, limit, construe, or describe the scope or extent of such section. Failure to act with respect

to a breach of these Terms of Use does not waive our right to act with respect to subsequent or

similar breaches. These Terms of Use set forth the entire understanding and agreement between

us with respect to the subject matter thereof.

31. Indemnification. You agree to indemnify, defend, and hold harmless Company and

its officers, directors, employees, agents, affiliates, successors, and assigns from and against any

and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest,

awards, penalties, fines, costs, or expenses of whatever kind, including [reasonable] attorneys' fees,

arising from or relating to your use or misuse of the Application or your breach of this Agreement,

including but not limited to the content you submit or make available through this Application.

32. Export Regulation. The Application may be subject to US export control laws,

including the Export Control Reform Act and its associated regulations. You shall not, directly or

indirectly, export, re-export, or release the Application to, or make the Application accessible

from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule,

or regulation. You shall comply with all applicable federal laws, regulations, and rules, and

complete all required undertakings (including obtaining any necessary export license or other

governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the

Application available outside the US.

33. Mobile Networks and Texts. If you access the Services through a mobile network

or sign up to receive text messages, your mobile network provider’s messaging, data, and other

rates and fees may apply. We shall have no responsibility or liability for any data fees you incur

through your use of the services. Some features of the Services may be restricted by or may be

incompatible with your mobile network or device.

34. Notice of Copyright Infringement. If you believe that any material contained in the

Services infringes on your copyright, you should notify us of your copyright infringement claim

in accordance with the following procedure:

(a) We will process notices of alleged infringement which we receive an will

take appropriate action pursuant to the U.S. Digital Millennium Copyright Act (“DMCA”)

and other applicable intellectual property laws. The DMCA requires that notifications of

claims of copyright infringement should be sent to Deem-It! Florida, LLC, 3101 SW 34th

Avenue Ste 905426 Ocala, Florida 34474. To be effective, the notification must be in

writing and contain the following information pursuant to DMCA, 17 U.S.C. 512(c)(3):

(i) Physical or electronic signature of a person authorized to act on

behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work(s) claimed to have been

infringed;

(iii) Identification of the material that is claimed to be infringing and

location of such material in the Application;

(iv) Information to permit us to contact you, such as name, address,

phone number, and, if available, e-mail address;

(v) A statement that you have a good faith belief that use of the material

in the manner complained of is not authorized by the copywrite owner, its agent, or

the law;

(vi) A statement that the information in the notification is accurate, and

under penalty of perjury, that you are authorized to act on behalf of the owner of an

exclusive right that is allegedly infringed.

35. If you are a user outside of the United States and are not subject to the DMCA, you

should notify us of your copyright infringement claim in writing and in accordance with the above

procedure and other applicable intellectual property laws including, but not limited to, the

Canadian Copyright Act.

36. US Government Rights. The Application is a commercial product, consisting of

commercial computer software and commercial computer software documentation, as such terms

are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any

contractor therefor, you receive only those rights with respect to the Application as are granted to

all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R.

§ 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §

12.212, with respect to all other US Government licensees and their contractors.

37. Severability. If any provision of this Agreement is illegal or unenforceable under

applicable law, the remainder of the provision will be amended to achieve as closely as possible

the effect of the original term and all other provisions of this Agreement will continue in full force

and effect; provided, however, that if any fundamental term or provision of this Agreement

(including without limitation applicable fundamental terms), is invalid, illegal, or unenforceable,

the remainder of this Agreement shall be unenforceable.

38. Governing Law, Jurisdiction, and Venue. This Agreement and all related

documents including all schedules attached hereto and all matters, conflicts, and disputes arising

out of or relating to this Agreement, and the Services provided hereunder, whether sounding in

contract, tort, or statute for all purposes shall be governed by, and construed in accordance with,

the laws of the State of Florida including its statutes of limitations and applicable state choice of

law statute(s), without giving effect to any conflict of laws principles that would cause the laws of

any other jurisdiction other than those of the State of Florida to apply. Any action or proceeding

by either of the Parties to enforce this Agreement shall be brought only in any state or federal court

located in the State of Florida, County of Marion. The Parties hereby irrevocably submit to the

non-exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the

maintenance of any action or proceeding in such venue.

39. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU

MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF

ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS

PERMANENTLY BARRED.

40. Entire Agreement. This Agreement, any other documents or policies and our

Application and supersede all prior or contemporaneous understandings and agreements, whether

written or oral, with respect to the Application.

41. Waiver. No failure to exercise, and no delay in exercising, on the part of either

party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or

partial exercise of any right or power hereunder preclude further exercise of that or any other right

hereunder. In the event of a conflict between this Agreement and any applicable purchase or other

terms, the terms of this Agreement shall govern.

42. Additional Terms, Conditions, and Agreements. We may require you to comply

with additional rules, guidelines, or other terms and conditions in order to use various features of

our services, to participate in certain promotions or activities available through our services, or for

other reasons. In such cases, you may be asked to expressly consent to these additional terms and

conditions, for example, by checking a box or clicking on a button marked “I Agree.” This type of

agreement is known as a click through agreement, for example, you will be required to enter into

a separate agreement, if you this site (or any other site associated with DI) or the application to

enter a sweepstakes, or make purchases. If any of the terms and conditions of a click-through

agreement are different than the terms of these Terms of Use, then the terms of the click-through

agreement will supplement or amend these Terms of Use but only with respect to the matters

governed by such click-through agreement.

43. Contacting Deem-It! Florida, LLC. If you have any questions, comments, issues,

or wish to resolve a complaint regarding your use of the Services, you can contact us as follows:

 Questions, comments, or issues with this Application should be addressed

to the Application administer at [email protected]

 Questions, comments, or issues with the Application or your subscriptions

should be addressed to [email protected]

The Application “Deem-It!” is operated by Deem-It! Florida, LLC, a Florida Limited

Liability Company that is a wholly owned subsidiary of Deem-It!, LLC, a New Mexico Limited

Liability Company.

44. Class Action Waiver. If you are a used based in the United States, in the event we

are unable to resolve a complaint you may have to your satisfaction or we are unable to resolve a

dispute with you after attempting informal dispute resolution methods and negotiations, you and

Deem-It! Florida, LLC agree to resolve such dispute on an individual basis. To the fullest extent

permitted by law, you and Deem-It! Florida, LLC, acknowledge and agree that we are each

waiving the right to a jury trial and the right to participate in a class action. This means that

neither you nor Deem-It! Florida, LLC may join claims with or against other users, or litigate in

court any claims as a representative or member of a class.