Terms and Conditions – Melissa Harris

Terms of Use

Last Updated April 21, 2025

THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT, WAIVER OF JURY TRIAL, AND WAIVER OF CLASS ACTION IN THE SECTION TITLED “DISPUTE RESOLUTION”. THIS AFFECTS YOUR RIGHTS WITH RESPECT TO ANY “DISPUTE” BETWEEN YOU AND NANOBEBE US INC. PLEASE READ THIS ENTIRE AGREEMENT, INCLUDING THAT PROVISION, CAREFULLY.

NOTICE: THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, SECTION 15- 48-10 ET SEQ. OF THE CODE OF LAWS OF SOUTH CAROLINA

IMPORTANT: BY ACCESSING AND/OR USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT ACCESS OR USE THE SERVICES.

Acceptance of Terms

This website is owned and operated by FermaGlo Inc., and its subsidiaries and affiliates (“FermaGlo“, “Company“, “we“, “us” and “our“) These Terms of Use govern your access to and use of FermaGlo website, https://fermaglo.com, and mobile application and all products, services, materials and content provided therein (collectively, the “Services“) and FermaGlo’s products, (the “Products”). These Terms of Use, together with our Privacy Policy, (collectively, the “Terms“) constitute a binding agreement between you and us. By accessing or using our Services, you agree to abide, and be bound, by these Terms. All rights not expressly granted herein are reserved by FermaGlo. However, to the extent your use of a Product or Service involves or is integrated with products or services of affiliated companies, any terms and policies covering those products or services may also apply. If you do not understand and/or agree to these Terms, please do not access or otherwise use our Services or any information contained therein.

References to “you” in the Terms means you, your duly authorized representatives, and any entity you may represent in connection with your use of the Services or Products, including Customers and Business Partners. By accessing or using the Services for your own personal use, you confirm that (i) you can form a binding contract with us under the applicable laws of your jurisdiction, and (ii) you are over the age of 18. By accessing or using the Services on behalf of a corporation (or any other legal entity), you confirm that you are duly authorized by such legal entity to enter into an agreement on behalf of that legal entity and are that you are individually bound by the Terms, even if we have a separate agreement with such legal entity.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If you believe that a child under 13 may have provided us with personal information, please contact us at [email protected].

In order to use certain portions of the Services, you must have access to a wireless network, and you agree to pay all fees associated with such access. You agree to comply with, and your right and license to use the Services are conditioned upon your compliance with, all applicable third-party terms of use and agreements (e.g., Google Play’s or App Store’s terms and policies) when using the Services. You acknowledge that Google Play and/or App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them. FermaGlo and its service providers cannot guarantee the security of wireless transmissions and will not be liable for any lack of security relating to the use of the Internet Service,

You acknowledge that in order to use certain parts of the Services, we will need to identify your geographic location. Accordingly, you hereby grant us the right, during your use of the Services, to access your computer or mobile device and to collect, use, and process your geolocation information for the provision of such parts of the Services in accordance with the terms and conditions of our Privacy Policy.

License

Subject to the Terms and our policies (including policies made available to you with the Services), we grant you, and you accept, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right and license to access and make non-commercial use of the Services only in accordance with the Terms. The above right and license shall be granted until terminated in accordance with the Terms hereof.

You acknowledge and agree that we may, at any time, for any reason and without notice, discontinue, change or restrict your use of the Services and make changes in the Services.

Account Information

In order to access or use the Services, or any portion thereof, you may be required to create an account. You hereby represent and warrant that the information you provide to us upon registration (“Account Information”), is true, accurate, current, and complete. You also hereby agree that you will ensure that this Account Information is kept accurate and up-to-date at all times

Password Registration

Some portions of the Services are restricted and require a user ID and password for access. Unauthorized use or access of the Services is strictly prohibited. By accessing restricted portions of the Services which require a user ID and password, you agree that you are responsible for maintaining the confidentiality of your user ID and password. You may not share your password with or transfer your password to any third party. We encourage you to choose a strong password, including numbers, capital letters, special characters, etc., that is not typically found in a dictionary. You are responsible for all uses of your user name and password, and any and all related charges, whether or not authorized by you.

You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. Also, you will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

You acknowledge that you must immediately notify us of any unauthorized use of your password or user ID or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else’s use of your password or user ID, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else’s use of your user name or password.

Limitation on Use

You agree not to use the Services or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the preceding sentence, and except as specifically permitted herein, you agree not to (i) sell, license, sublicense, lease, assign, transfer, pledge, or share any of your rights and obligations under these Terms with or to any third party; (ii) transfer, distribute, scrap, modify, reproduce, copy, publicly display all or any part of the Services; (iii) refer to the Services by use of framing; (iv) make use of the Services in any jurisdiction where same are illegal or which would subject FermaGlo or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use; (vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vii) access the Services through or use with the Services with any unauthorized means, services or tools including without limitation any data mining, robots, or any other automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of the Services; (viii) perform any act that may destabilize, interrupt or encumber the Services or its servers or use automatic means, robots or crawlers, that enable sending more request messages to the servers of the Services, in a given period of time, than a human can reasonably send in that time period by using the Services; (ix) copy, modify, translate, reverse engineer, decompile, disassemble or make any attempt to discover the source code of the Services and/or any underlying software or create derivative works thereof; (x) penetrate or circumvent or attempt to penetrate or circumvent any technical restrictions or limitations included in the Services or its servers; or (ix) otherwise violate the Terms.

Privacy and other laws applicable in your jurisdiction may impose certain responsibilities on you and your use of the Products and Services. You agree that it is your responsibility, and not the responsibility of FermaGlo, to ensure that you comply with any applicable laws when you use the Products and Services. If your use of the Services or any Products is prohibited by applicable laws, then you aren’t authorized to use the Services or Products. We can’t and won’t be responsible for your using the Services or any Products in a way that breaks the law.

Ownership of Proprietary Rights

All right, title, and interest in and to the Services, including any and all Intellectual Property Rights (defined below) therein and all Intellectual Property Rights in and to the Device and its design, are and will remain the exclusive property of FermaGlo and its licensors. We reserve all rights not expressly granted herein in and to the Services. Using the Services does not give you ownership of any intellectual property rights in or to our Services or the content therein (other than your User Content), which shall remain with us and our respective licensors. Nothing on or in the Products or Services shall be construed as conferring any license under any intellectual property right, including any right in the nature of trademark or copyright, of or any third party, whether by estoppel, implication or otherwise. All trademarks and trade names, including but not limited to FermaGlo^TM, the FermaGlo logo, Glo Beyond the Ordinary^TM,are the property of their respective owners.

You acknowledge that: (i) the Services contains proprietary information, including third party proprietary information, that is protected by law; and (ii) we may block, suspend or terminate your use of the Services if we believe, in our sole discretion, that you have failed to comply with the Terms.

“Intellectual Property Rights” means all worldwide intellectual property rights, whether registered or not, including but not limited to: (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), FermaGlo has a designated agent for receiving notices of copyright infringement and FermaGlo follows the notice and take-down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide FermaGlo’ copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringement, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. FermaGlo’s copyright agent for notice of claims of copyright infringement on or regarding the FermaGlo Platform can be reached as follows: Mailing address: Legal c/o FermaGlo, Inc. 1121 Park West Blvd, Suite B#132, Mt. Pleasant, SC 29466 or Email address: [email protected] This contact information is for inquiries regarding potential copyright infringement only. Please put the statement “DMCA Takedown Notice” in the subject field of your email.

User Content

You may choose to submit content regarding the products or services, such as images, photos, information (e.g., before and after photos, how-to videos, etc. ), and other content (“User Content“).

FermaGlo does not claim ownership of your intellectual property rights in your Content. Other than the rights you grant to us under these Terms, you retain all rights you have in your Content.

By providing User Content to us, you are granting us the right and license to use, make available, display, perform, and distribute your User Content and to modify (for technical purposes), and reproduce such User Content to enable us to operate and provide the Products and Services. You agree that these rights and licenses are royalty free, worldwide, irrevocable, and include a right for us to make such User Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose your User Content to third parties if we determine such access is necessary to comply with our legal obligations.

Additionally, by electing to publicly share your Content via the Services to other users or the general public, in addition to the license granted above, you give FermaGlo the right, without any compensation or obligation to you, to access and use your Content and related location information for the purposes of publicly sharing such recordings and information with current and future users and allowing those users to comment on the Content.

In addition to the rights granted above, you also acknowledge and agree that FermaGlo may access, use, preserve and/or disclose your Content to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if we have a good faith belief that such access, use, preservation or disclosure is reasonably necessary to:

(a) comply with applicable law, regulation, legal process or reasonable preservation request; (b) enforce these Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of FermaGlo, its users, a third party, or the public as required or permitted by law.

Deleted content and recordings may be stored by FermaGlo in order to comply with certain legal obligations and are not retrievable without a valid court order.

Submitted Ideas and Feedback

When you submit any ideas, suggestions, feedback and/or proposals relating to the Services or the Products (or other products or services) to FermaGlo through the Services or through any other channel or mechanism (collectively, “Contributions“), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) FermaGlo is not under any obligation of confidentiality, express or implied, with respect to such Contributions; (iii) FermaGlo shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) FermaGlo may have information or materials similar to the Contributions already under consideration or in development; (v) Contributions automatically become the sole property of FermaGlo without any obligation of FermaGlo to you; and (vi) you are not, and will not be, entitled to any payment, compensation or reimbursement of any kind from FermaGlo under any circumstances.

Third Parties’ Links, Websites, and Services

The Services may contain links to third-party websites, advertisers, services, or special offers that are not owned or controlled by us. We are not affiliated with those websites, do not endorse them, have no control over those websites, and assume no responsibility and/or liability for the content, privacy policies, or practices of any third-party websites. In addition, we will not and cannot monitor, censor or edit the content of any third-party site.

If you access any third party’s website, service, or content from our Services, you do so at your own risk. By accessing or using the Services, you expressly release us (and our owners, employees, agents, affiliates, and/or licensors) from any and all liability arising from or related to your use of any third-party website, information, materials, products, or services. Accordingly, we encourage you to be aware when you have left the Services and to read the terms and conditions and privacy policy of every website that you visit or third-party services or products that you access or use.

Linked Accounts and Social Networking Sites

We may, now or in the future, allow you to link your online account to your account(s) on third-party services, such as social networking sites (“Linked Accounts”). If you choose to add any Linked Accounts, you do so at your own risk, and you are authorizing us to store and use your log-in credentials to access your Linked Account on your behalf as your agent for the purpose of integrating your online account with content and features available through your Linked Account. This may include importing the contacts, preferences, interests, or “likes” of the Linked Account, and/or pushing updates regarding your use of the Services to your Linked Accounts. Adding Linked Accounts or accessing or using a third-party service via Linked Accounts may be subject to additional terms established by the applicable third party. It is your sole responsibility to review and comply with those terms.

Warranty Disclaimer

We have no special relationship with, or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: which users gain access to the Services, what content you access via the Services, or how you may interpret or use the Content.

This website may contain errors and may not be complete or current. FermaGlo therefore reserves the right to the fullest extent allowed by law to correct any errors or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. Please note that such errors or omissions may relate to Product or Service descriptions, pricing, and availability. We reserve the right to the fullest extent allowed by applicable law to cancel or refuse to accept any order. We apologize for any inconvenience.

To the maximum extent permitted by law, you release us from all liability for you having acquired or not acquired any information, data, or content through the Services. We make no representations concerning any information, data, or content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content contained in or accessed through the Services.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK, AND YOU ACKNOWLEDGE AND AGREE THAT YOU DO NOT RELY ON THE SERVICES. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OR OVERLOAD OF OUR OR OTHER SERVERS).

NON-MEDICATED PRODUCTS. The Products are non-medicated cosmetic products and are not intended to be used to treat any medical issues. Furthermore, the Products are neither regulated nor approved by any governmental agency and are not designed to detect or prevent causes of any medical condition. The Services are not a substitute for medical care or adult supervision. You acknowledge, understand, and agree that your use of the Products is entirely at your own risk.

Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services or otherwise from your User Content, violation of the Terms, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity, including your use of the Services to provide a link to another website or to upload User Content or other information to the Services. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. This indemnification obligation will survive any termination of these Terms and your use of the Services.

Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW: (A) IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE PRODUCTS OR SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), AND (B) IN NO EVENT SHALL OUR LIABILITY, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE SERVICE), EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY YOU (IF ANY) IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR (B) $500.00.

Privacy Policy

Please review our Privacy Policy at [insert link], which also governs your access and use of the Services, for information on how we collect, use, and share your information.

Payment

Certain parts of our Services may be subject to payment, now or in the future. You agree to pay all applicable fees, as described in the applicable Services, the Policies and Procedures, and Business Partner Agreement (and/or on the applicable App Store or Google Play pages) for the applicable product or service, in connection with such Services, and any related taxes or additional charges.

Annual Subscriptions for Business Partners.

Business Partners enrolled with FermaGlo will be required to pay an annual fee to keep their account active with FermaGlo. Details about the annual fee can be found in the Policies and Procedures and Business Partner Application and Agreement.

Subscriptions for Customers.

Customers may enroll in subscriptions for Products.

UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR SUBSCRIPTION SERVICES WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE FERMAGLO (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEES AND ANY TAXES FOR EACH SUCCESSIVE TERM, USING ANY PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

REFUNDS

Risk of Loss

Risk of loss or damage will pass to the ordering Business Partner or Customer upon the carrier’s confirmation of delivery to the specified address.

Return Policy

All Customers and Business Partners who wish to return FermaGlo Products to FermaGlo for any reason must log in to their FermaGlo account and complete a Return Authorization Form (RA) for those items they wish to return, or Customers may email [email protected]. Only items for which a refund is available should be returned to FermaGlo. Items returned for which no refund is available will be discarded.

Items for which a refund is available must meet all of the following requirements: (i) the items are unopened and unused; (ii) the packaging and labeling are current and have not been altered or damaged; (iii) the items have a current shelf life; (iv) the items and their packaging are in such condition that it is commercially reasonable within the trade to sell the items at full price; and (v) the items, at the time of purchase, are not identified as non-returnable, discontinued, expired or seasonal items.

Returns of Defective or Damaged FermaGlo Products.

For any items that were defective at the time that FermaGlo delivered them to the carrier, FermaGlo will, at the option of the Business Partner or Customer: (i) replace and ship replacements for the defective items to the Business Partner or applicable Customer at no additional charge if replacements are available; or (ii) refund the amounts paid for the items by crediting 100% of the purchase price, sales tax, and shipping charges to the credit card used to make the purchase. FermaGlo reserves the right to arrange a product pick up for defective FermaGlo Products or for those products FermaGlo wishes to examine, at no charge to the purchaser at its discretion. The determination of whether the FermaGlo Product was defective at the time of shipment shall be made by FermaGlo in its sole discretion.

Returns Under the Customer Satisfaction Guarantee

Purchases made through the FermaGlo Website.

If for any reason a Customer or Business Partner is not completely satisfied with any FermaGlo Product, they may return the unused portion of the FermaGlo Product within ninety (90) days from the date of order for a 100% refund of the amount paid for the FermaGlo Product (including sales tax but excluding shipping charges) on the credit card used to make the purchase.

Resale between a Business Partner and a Customer.

In the event of a FermaGlo Product resale conducted directly between a Business Partner and a Customer, the Business Partner bears the responsibility of honoring the ninety (90) day Customer Satisfaction Guarantee.

Order Limits / End-User Customers Only

FermaGlo reserves the right, in its sole discretion, to refuse or cancel any order and limit order quantity. FermaGlo may also require additional qualifying information prior to accepting or processing any order. FermaGlo.com sells products to end-user customers only, and we reserve the right to refuse or cancel your order if we suspect you are purchasing products for resale.

App Store

The following applies to you if you downloaded the App from the Apple App Store (“Licensed Application“): You acknowledge and agree that (i) the license granted herein is limited to a non-transferable license to use the Licensed Application on an Apple branded device that you own or control, (ii) these Terms are solely between you and the Company, not Apple Inc. (“Apple“), and that Apple has no responsibility for the Licensed Application or content thereof, (iii) your use of the Licensed Application must comply with Usage Rules established by Apple, as set forth in the App Store Terms of Service effective as of the date you enter into these Terms, except that such Licensed Application may be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing; and (iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund you the purchase price you paid, if any, for the Licensed Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use and any law applicable to the Company as provider of the App.

The Company and you acknowledge that the Company, and not Apple, is responsible for addressing any claims relating to the Licensed Application or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

You acknowledge that, in the event of any third party claim that the Licensed Application or your possession and use thereof infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, 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.

Use of The Services by Children

We do not intend to market any products or services to children. Users of the Services must be of legal age to enter into agreements, or have consent of a parent or guardian (at least thirteen (13) years of age or older).

Termination

At any time, FermaGlo may block your access to the App or temporarily or permanently limit your access to the Products or Services, in its sole discretion, in addition to any other remedies that may be available to FermaGlo under any applicable law. Such actions by FermaGlo may be taken, for example, if FermaGlo deems that you have breached any of the Terms in any manner. Additionally, FermaGlo may at any times, in its sole discretion, cease the operation of the Services or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that FermaGlo does not assume any responsibility with respect to, or in connection with the termination of the Services’ operation and loss of any data. The provisions of the Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the provisions of the Intellectual Property, Limitation of Liability, Indemnification and General sections will survive the termination or expiration of the Terms.

General

We make no representation that the content on the Services is appropriate or available for use in all locations, and access to or use of the Services from territories where the content on the Services may be illegal, is prohibited. If you choose to access or use the Services from other locations, you do so on your own initiative and you are responsible for compliance with all applicable local laws.

The Terms and all documents incorporated herein by reference constitute the entire agreement between us and you with respect to the Products and Services for Customers, and supersede any prior understandings or agreements between us and Customers. For Business Partners, these Terms reference the Policies and Procedures for Business Partners, and the Business Partner Application and Agreement, both of which shall supersede these Terms in the event they are inconsistent or contradict. If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect. No waiver of any term of the Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under the Terms do not constitute a waiver of such right or provision.

Dispute Resolution

Arbitration. This Arbitration Agreement applies to any disputes or claims of any kind whatsoever (whether based in contract, tort, statute, regulation, ordinance, fraud, misrepresentation or any other legal or equitable theory) between you and FermaGlo Inc. arising out of or relating to the Terms, prior versions of the Terms, your use of our App, or any other aspect of your relationship with the FermaGlo Products or Services, including claims or disputes arising (but not actually filed in arbitration) before the effective date of these Terms. It requires that, and by entering into these Terms you and FermaGlo agree, that such disputes or claims will be resolved by binding arbitration, rather than in court, except that (i) you or FermaGlo may assert individual claims in small claims court if your claims qualify; and (ii) you or FermaGlo may seek equitable relief in court for infringement or misuse of intellectual property rights.

Notice of Dispute. Before beginning the arbitration process, you and FermaGlo agree to first notify one another of the dispute in writing at least 60 days in advance of initiating an arbitration. Notice to FermaGlo must be sent by letter to our registered agent: Epstein Law, LLC 801 St. Andrews Blvd., Charleston SC 29407, and must provide your name, current email address, mailing address, and telephone number, as well as the name, email address, and telephone number associated with your FermaGlo account (if different from your current information); and describe the nature of the claim and the specific relief being sought.

You and FermaGlo agree to meet and confer, via teleconference or videoconference, in a good faith effort to informally resolve any claim or dispute covered by this Arbitration Agreement. If either party is represented by counsel, that counsel may participate in the informal dispute resolution conference. The informal dispute resolution conference shall occur within 60 days of receipt of the written notice described above, unless an extension is mutually agreed upon.

All offers, promises, conduct, and statements made in the course of the informal dispute resolution process by any party, its agents, employees, and attorneys are confidential and not admissible for any purpose in any subsequent proceeding, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the informal dispute resolution process.

If you and FermaGlo are unable to resolve the dispute within 60 days, either party may proceed to file a claim for arbitration. To begin the arbitration process, you or FermaGlo must submit notice by certified mail of the claim with an individualized arbitration demand. To be valid, the demand must contain the name of the claiming party (you or FermaGlo), your or FermaGlo’s mailing address, the email address or phone number associated with your FermaGlo account (if applicable), and a detailed description of the dispute and the relief sought. Notice to FermaGlo must be submitted to our registered agent: RA ADDRESS.

The Federal Arbitration Act (“FAA”) governs this Arbitration Agreement and applies to the interpretation and enforcement of this Arbitration Agreement. If the FAA is found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, that issue shall be determined by South Carolina law, notwithstanding choice-of-law principles, pursuant to Section 17 of the Terms. The applicable arbitration provider depends on where you live. If you live in California, the arbitration will be administered by ADR Services, Inc. under its most current arbitration rules and procedures, available at https://www.adrservices.com/services-2/arbitration-rules/. If you live outside of California, the arbitration will be administered by National Arbitration and Mediation under its most current Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms, or under its most current Supplemental Rules for Mass Arbitrations, as applicable, available at https://www.namadr.com/content/uploads/2021/12/SupplementalRules12.22.21.pdf. If the applicable arbitration provider is not available to arbitrate, including because it is not able to administer the arbitration(s) consistent with the rules, procedures, and terms of this Arbitration Agreement, including those described in Section 13(8) (Mass Filings), the parties will select an alternative arbitral forum. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5 that is able to administer the arbitration(s) consistent with the rules, procedures, and terms of this Arbitration Agreement. This Arbitration Agreement will govern to the extent it conflicts with the arbitration provider’s rules.

The initiating party must pay all filing fees for the arbitration. Your and FermaGlo’s responsibility to pay other administrative and arbitrator costs will be as set forth in the applicable arbitration provider’s rules, unless the arbitrator determines the claims are frivolous. If a claim is determined to be frivolous, the claimant is responsible for reimbursing the respondent for its portion of all such administrative, hearing, and/or other fees incurred as a result of the frivolous claim.

You may qualify for a waiver of certain arbitration costs under the applicable arbitration provider’s rules or other applicable law. If you meet the standard for proceeding in forma pauperis in federal court, South Carolina state court, or the courts of your state of residence, cannot obtain a waiver from the arbitration provider of any filing fees you are required to pay, and the arbitration provider refuses to administer the arbitration without your payment of said fees, FermaGlo will pay the filing fees for you.

The arbitrator has the exclusive authority to resolve any and all threshold arbitrability issues, including whether this Arbitration Agreement is applicable, enforceable, or unconscionable. Courts, however, shall have the exclusive authority to determine (i) whether any provision of this Arbitration Agreement should be severed and the consequences of said severance, (ii) enforceability of any or all of the mass arbitration procedures set forth in Section 13(8), (iii) whether you have complied with conditions precedent to arbitration, and (iv) whether an arbitration provider is available to hear the arbitration(s) under Section 23.4. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available in an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Pursuant to and in conformance with the Terms, any original action to compel arbitration under Section 4 of the FAA (or analogous state law) must be brought in a State or Federal Court located in Charleston County, South Carolina.

No Jury Trials. By agreeing to arbitration, YOU AND FERMAGLO INC. ARE EACH AGREEING TO WAIVE THEIR RIGHTS TO A JURY TRIAL. Instead, you and FermaGlo Inc. are electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as described above. An arbitrator can award the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

One At a Time. All claims and disputes within the scope of this Arbitration Agreement MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, AND YOU AND FERMAGLO GIVE UP YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER CLASS PROCEEDING. Only relief that would be permitted in an individual lawsuit is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user, nor shall this preclude application of the arbitration provider’s fee schedules for mass arbitrations, as applicable. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, nor shall this preclude the application of the arbitration provider’s fee schedules for mass arbitrations, as applicable.

Severability and Survival. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. If a court decides that any of the provisions in the Arbitration Agreement above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of the Arbitration Agreement shall be arbitrated under its terms.

Survival of Agreement. The terms of this Arbitration Agreement will continue, even after your relationship with FermaGlo has ended.

Assignment

We reserve the right, in our sole and absolute discretion, to transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, successor thereof or to any third party whatsoever, without notifying you or receiving your consent. You shall not transfer, assign, delegate, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms.

Governing Law

The Terms and your access or use of the Services and Device are governed in all respects by the laws of South Carolina, without giving effect to any principles of conflicts of laws and any dispute concerning the Terms or the Services or the Device shall be subject to the exclusive venue of the Federal and State courts of South Carolina.

Modifications to these Terms of Use

We reserve the right, at our discretion, to modify these Terms of Use from time to time. We encourage you to periodically review these Terms and Conditions for the latest information about our term of use of the Services. Please take a look at the “Last Updated” legend at the top of this page to see when these Terms and Conditions were last revised.

Any changes to these Terms of Use will become effective when we post the revised Terms of Use on our website. Your access or use of the Services following such changes means that you accept and consent to the revised Terms of Use.

SEVERABILITY AND SURVIVAL

If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the remaining terms of use and shall not affect the validity and enforceability of any remaining provisions.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.

Contact Information

If you have any questions or concerns regarding these Terms of Use, please contact us at the following address [email protected].