Terms & Conditions of Sale

This Agreement is for the provision of the payment for the Grammar Radar ("Software") through Freemius management service and is effective between you, the customer (or the customer on whose behalf a service provider, such as an agency, is) purchasing the Software (defined below) services ("You" and "Your") and Freemius, Inc. ("Freemius", "we", "us" and "our").

Freemius is not a party to the services provided to you by the vendor ("Vendor") whose Software you are purchasing. While Freemius facilitates the purchase, the Software and Services (defined below) are provided by the Vendor according to their own agreements, terms or other legal understandings ("Vendor Terms").

As a 'merchant of record', we are merely a service to assist and facilitate the payments, subscriptions or licensing of the Software service to you.

As such, our responsibility is limited to ensuring that the payment is managed, and that your access to the service is available. We provide refunds according to the terms agreed by you and Vendor and we provide support only to billing issues.

Our liability towards you, including any damage which may be caused to you, is limited to the amount actually paid to us by you.

Please take the time to read the full Agreement, as it is the binding agreement we have between you and us.

If You do not agree with any of the terms and conditions of this Agreement, do not place Your order and do not otherwise access or use the Software services.

The Services

The Software Services are provisioned by the Vendor according to its own terms, and based on their description provided by the Vendor. We are merely a facilitator that assists Vendor in providing you the services, by providing them a platform to manage services such as payments, collections, refunds and usage data and other similar vendor related services.

Any dispute relating to the Vendor's services is to be resolved directly with them and according to their applicable terms of service, as you were provided.

Under this Agreement, You are purchasing a license to the Software ("Purchase"). Under Your Purchase, You receive the temporary right to use the Software.

Intellectual Property

We retain all ownership of the Freemius platform; and nothing in these terms shall transfer ownership or grant a license except as stated.

Account

We will set up and open an account for you in Freemius via customers.freemius.com, our website. This account shall allow you to manage Your financial relationship with Vendor. If you already have an account, then you may access it to review all Your activity with our vendors using the Freemius platform.

Signup

You may sign up using Your email address. We may also use Your email address for sending updates and transactional emails, as we explain in the privacy policy; Vendor may use Your email address according to its privacy policy. We may send You an email to verify Your ownership of the account.

Passwords and Login information

It is your responsibility to secure Your account and login details. We prohibit sharing login information, and such activity may cause suspension or termination of Your account.

Prohibited Usage

We do not allow people who are sanctioned by The Office of Foreign Assets Control of the United States as well as nationals of proscribed states to register and use our services. We also do not allow members of terror organizations and unlawful militias to register and use our services.

Dashboard

Our main service is our dashboard, which allows You to manage Your services, such as subscriptions, license keys, credits, renewals and other information. We shall make best efforts to make the dashboard available to You at all times.

However, the dashboard may contain inaccuracies or may show partial data. Please take caution when relying on the data in the dashboard.

Payments

We will manage Your payments made to the Vendor. Meaning we will manage collection, renewal of subscriptions, refunds and chargebacks. Managing Your payment relationship will be done via the dashboard.

Refunds

Vendor offers refunds according to its applicable laws.

Your submitted order is only an offer, and is subject to our acceptance of it ("Acceptance"). Acceptance only occurs at such time that we have done both of the following:

• as applicable (depending on the type of software), provided You with license key(s); and
• unless the order is for an Trial, received full payment (as confirmed by us or our payment service provider) of the purchase price of your order through settlement of funds via your provided credit card or other payment method.

We may, without liability, reject Your order, or otherwise cancel Your order at any time and for any lawful reason prior to Acceptance (for example if we are unable to process or fulfill the order), and in such cases we will refund Your payment. Prior to Acceptance, an automatic e-mail acknowledgement of your order may be generated (but such acknowledgement does not constitute Acceptance of your order). FOLLOWING ACCEPTANCE, AN ORDER IS FINAL, NON-CANCELABLE, AND ORDER PAYMENTS ARE NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE FOLLOWING REFUND POLICY ("Vendor Refund Policy"), which is hereby incorporated into, and made a part of, this Agreement by reference:

If, during the first fourteen (14) days following the purchase date, You experience a defect that makes the Software's material functions unusable, and following Your cooperation with our support team we are unable to resolve it, then following Your request we will issue a full refund of the Purchase price or provide you with replacement, non-defective software. For clarity, any defect or lack of use arising from a conflict or incompatibility with a third party software or services, is not covered by this policy, and nor are missing Software features.

For the avoidance of doubt, the following do not constitute a Purchase that would entitle you to another refund right:

• upgrading an existing Purchase – whether you are upgrading within the same plan (for example, purchasing additional license activations), upgrading from one plan to another plan (for example, from a 'Starter' account to a 'Professional' account), or upgrading to a different billing cycle (for example, from 'monthly' to 'annual'); or
• purchasing a new additional license under a plan.

Notwithstanding the above, if You are purchasing a bundled offering that includes multiple services, software products, or a combination thereof (a "Bundled Offering"), then the Purchase plan terms and refund policy that specifically govern that Bundled Offering as a whole (the "Bundled Offering Terms") shall apply instead of the above-mentioned Vendor Refund Policy, as well as to the extent of any other conflict or inconsistency with a provision of this Agreement.

Moreover, if you received a trial service, for the purposes of determining Refund eligibility under a Trial, the period stated in the applicable Vendor Refund Policy shall be deemed to begin on the first day of the Trial Period.

Purchases that would not entitle for a refund include the following: (i) upgrading an existing purchase such as buying more credits, upgrading from one plan to another, changing billing cycle; (ii) purchasing a new package under a plan.

Subscriptions & Automatic Renewals

Unless you purchased a 'lifetime' access, the Software's license is sold as automatically recurring subscriptions that renew each month or year (depending on the subscription's billing cycle) on the anniversary of the purchase date.

All subscriptions automatically renew at the end of the license term unless you cancel the subscription prior to the automatic renewal date.

We cannot grant refunds on renewal payments or on certain other purchases and upgrades.

For annual subscriptions, we will attempt to send you a renewal reminder email 30 days prior to your renewal date, and you may use this opportunity to cancel your subscription before the renewal payment is automatically processed.

Our failure to send a notice or your failure to receive one shall not be a breach of this agreement.

If a payment request for a subscription renewal fails, the system will attempt to process the payment up to 3 more times according to our dunning mechanism schedule. We may cancel subscriptions upon failure, or attempt several times to rebill the card.

If you subscribe to the monthly or annual plans, and your license expires due to a failed renewal, subscription or license cancellation, the paid features & functionality of the Software will be disabled.

Free Trials

If you subscribe for a trial with a payment method and cancel the trial before the first payment was processed, the paid features and functionality of the Software will be disabled.

If you subscribe for a trial without a payment method and the trial expires, the paid features and functionality of the Software will be disabled.

If you subscribe for a trial with a payment method, we will attempt to send you an email reminder two days before the trial expiration, giving you enough time to cancel the trial. Our failure to send a notice or your failure to receive one shall not be a breach of this agreement.

If you subscribe for a trial without a payment method, We will attempt to send you an email reminder 2 days before the trial expiration, giving you the option to purchase a plan.

In the case of any paid trials: if (per the instructions in the reminder email) you fail to cancel the trial prior to its expiration, the trial shall convert to a paid subscription, and you will be charged the fees for the initial purchase term.

Price Changes

Prior to any price change, Vendor shall notify you at least 30 days in advance. You may cancel your subscription and terminate your service with Vendor or not, but continued use after a notice of price change shall be deemed as acceptance.

Renewal

Prior to any renewal of a term based service, we will send you a notice and remind you of that renewal. Failure to send such notice shall not release you from the obligation to pay upon the renewal date, and shall not entitle you to a refund after such payment was made, unless required under the applicable law or permitted under Vendor's refund policy.

Chargebacks and Failure to Pay

Should any chargeback or failure to pay occur, we may suspend the services until the payment is resolved, and collect the sums owed and damage caused to us due to such chargeback or failure to pay.

Taxes

In some cases, taxes such as sales tax or value added tax shall be required. In such an event, they will be added to the price paid and collected by us. In the event that you are exempt from sales tax or eligible for a sales tax refund, please contact us directly immediately, and no later than 14 days from purchase, so we can assist with that.

Privacy

Your use of the services is governed by our Privacy Policy. Moreover, to provide you with the services, your data will be shared with Vendor to allow it to check your payment status and to verify your identity.

Support

It is up to Vendor to provide you with Support to Software.

You can contact the Vendor's support via enloint@gmail.com.

Warranty

We supply the services on an "as-is" and "as-available" basis. Your use of the services is at your own risk and under your liability. We make no warranty that (i) the services will meet your requirements and (ii) the services will be uninterrupted, timely, secure, or error-free and (iii) the results that may be obtained from the use of the services will be accurate or reliable and (iv) the quality of any products, services, information, or other material purchased or obtained through the service will meet your expectations, or (v) any errors in the service will be corrected.

Moreover, please note that we do not provide any liability or warranty in respect to Vendor's Software, including relating to non-infringement, fitness or merchantability. We cannot ensure that Vendor does not infringe on third party rights and it is your responsibility and risk to ensure that your use is in compliance with applicable laws.

Liability

For no case and for no reason shall we be held liable for any damage, direct or indirect, consequential, exemplary, physical or special, to you, any other user or any third party due to its misperformance of duties herein. We provide Service on an "as-is" basis and shall not be held liable, to the extent permitted by law, by any case of misconduct, negligence, gross negligence, malice or any other mean, to any damages or loss of property, including loss of your funds, damages to property, reputation and business reputation, user account information including login information, loss of profit, loss of good name, all resulting from the use or inability to use services.

In the event you suffered any damage, it is our discretion on whether to provide you with a refund or a replacement software or service.

Indemnity

You hereby warrant and agree to hold us harmless and to indemnify us for any damage, loss, expense, legal expense or cost incurred as a result of your use of the services in direct violation of these terms of service, including any false representation.

Terminating The Service

We shall have the right to terminate your use of the service or to terminate the service at any time and by providing a thirty-day prior notice.

Moreover, we may terminate your use of the service at any time and without prior written notice in any case where you breached these terms and such breach may cause us irreparable harm.

We may suspend the services or any of its functionality, or disable features, if we believe that some fraud or error occurred.

Availability

We might disable the service from time to time for scheduled backups, maintenance or upgrades. In some extreme cases, where urgent maintenance is required, we may disable the service immediately and without notice.

Vendor's Change in Control

In the event that Vendor decides to change its control or convey ownership in Software, then your data shall be transferred to the new owner under the same Freemius Account. This includes both your payment history and other personal data. Please note Vendor's Terms for more information.

Amending These Terms

We may amend these terms from time to time, provided that you shall be informed through electronic communication on such an amendment and shall be granted the option to terminate your agreements with us by providing a prior written notice.

Dispute Resolution

Please read this Section carefully.

Mandatory, Bilateral Arbitration

Notwithstanding Your and Freemius' agreement that New York law governs this Agreement and its validity, interpretation and application, You and Freemius hereby further agree that the Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA") applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration.

Unless You and Freemius expressly agree otherwise in writing in respect of a Dispute, the arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), pursuant to JAMS Streamlined Arbitration Rules and Procedures ("JAMS Streamlined Rules"), as modified by this Agreement (that is, the terms of this Section govern if they conflict with any of the JAMS Streamlined Rules), and consistent with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness ("JAMS Consumer Fairness Standards"). The arbitrator must honor the terms and conditions of this Agreement (including without limitation all liability exclusions and limitations), and can award damages and relief, including any attorneys' fees authorized by law. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND FREEMIUS ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION (OR OTHER CLASS-WIDE PROCEEDING).

Notwithstanding JAMS Streamlined Rule 8(b), You and Freemius agree that any dispute as to the arbitrability of a Dispute brought by either You or Freemius shall be resolved by a court of competent jurisdiction.

The Arbitrator's Decision

The arbitrator will be subject to this Agreement, and shall not make any decision or award that is in excess of, or contrary to, what this Agreement provides. The arbitrator will render an award in accordance with JAMS Streamlined Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between You and Freemius in any court of competent jurisdiction in a proceeding to vacate or enforce an arbitration award, YOU AND FREEMIUS HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If You prevail in arbitration You will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable Law. Freemius will not seek, and hereby waives all rights Freemius may have under applicable Law, to recover attorneys' fees and expenses if Freemius prevails in arbitration, unless You assert a frivolous claim.

The arbitrator's decision and award is final and binding, with some exceptions under the FAA.

Location and Fees

Unless You and Freemius expressly agree otherwise in writing, the arbitration will take place in-person at the following locations: (a) if You are a resident of a country in North America, Central America or South America, the arbitration will take place in New York City, New York, USA; or (b) if You are a resident of any other country in the world, the arbitration will take place in Tel Aviv-Jaffa, Israel. In the event JAMS indicates that it is unable to provide, or arrange for, an arbitrator in Israel, You agree that the arbitration will be held in New York City, New York, USA.

If You initiate an arbitration for a Dispute, You will be required to pay $250 of the fee required to initiate the arbitration and Freemius will pay any remaining JAMS Case Management Fees and all professional fees for the arbitrator's services; You will remain responsible for its respective costs relating to counsel, experts, witnesses, and travel to the arbitration.

If Freemius initiates an arbitration for a Dispute, Freemius will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator's services; You will remain responsible for its costs relating to counsel, experts, witnesses, and travel to the arbitration.

Small Claims Court

Notwithstanding the foregoing, either party may bring an individual action in a small claims court for Disputes within the scope of such court's jurisdiction. This agreement to arbitrate does not preclude You from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the Law allows, seek relief against Freemius on Your behalf.

Opting Out of this Mandatory Arbitration

You can decline this agreement to arbitrate by contacting legal@freemius.com within thirty (30) days of the Effective Date and stating that You decline this arbitration agreement. Furthermore, and notwithstanding the provisions regarding modification of the Agreement, if Freemius changes this Dispute Resolution Section after the Effective Date (or the date You accepted any subsequent changes to this Agreement), You may reject any such change by providing Freemius written notice of such rejection to legal@freemius.com within thirty (30) days of the date such change became effective, as per the terms of this Agreement. In order to be effective, the notice must include Your full name and clearly indicate its intent to reject the change(s) to this Dispute Resolution Section. By rejecting such change(s), You are agreeing that it will arbitrate any Dispute between You and Freemius in accordance with the provisions of this Dispute Resolution Section as of the Effective Date (or the date You accepted any subsequent changes to this Agreement), unless You declined this arbitration agreement in the manner described above.

Limitation on Claims

Regardless of any law to the contrary, any claim or cause of action arising out of, or related to, this Agreement must be filed within one (1) year after such claim or cause of action arose, or else You agree that such claim or cause of action will be barred forever.

Confidentiality of Disputes

All aspects of the arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only the extent) otherwise required by applicable law. This paragraph shall not prevent a party from submitting to a court of competent jurisdiction any information necessary to enforce an arbitration award, or to seek equitable relief.

Jurisdiction

Notwithstanding any other provision in this Agreement, any disputes arising from or related to this Agreement that are not subject to arbitration shall be subject to the exclusive jurisdiction of the Seoul District Court, Republic of Korea.

Language

This Agreement is provided in English. The English version of this Agreement shall be the original and authoritative version. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail.