Frame Terms of Service

Last updated October 10, 2023

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE YOU START TO USE THE FRAME SERVICE AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

Frame Innovative Technologies Corp. (“Frame”, “we”, or “us”) provides connected fitness and related products, services, Subscriptions (defined below) Content (defined below) and features through Frame websites, such as those for our sales & support, (the “Frame Site(s)”), the interfaces on tablets connected to Frame fitness equipment such as the Frame Reformer (“Tablets”). The Frame Sites, Subscriptions, and Content, along with the Tablet interfaces and any other Products or services provided by Frame are collectively called the “Frame Service” or “the Services”. By registering as a member or by visiting, browsing, making a purchase or using the Frame Service in any way (or by clicking to accept or agree to the Terms of Service (the “Terms”) when this option is made available to you), and if you reside in the U.S. or Canada, you (as a “user”) accept and agree to be bound by these Terms and our Privacy Policy (see Section 4 (Privacy; Information About You and Your Use of the Frame Service), below), incorporated herein by reference, which form a binding agreement between you and Frame. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE FRAME SERVICE AND YOU MUST PROMPTLY CEASE USING IT.

BY AGREEING TO THESE TERMS, YOU EXPRESSLY AGREE TO THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER FURTHER DESCRIBED IN SECTION 18, BELOW. PLEASE READ IT CAREFULLY. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 18, OR WHERE PROHIBITED BY LAW, THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THESE TERMS DO NOT PERMIT CLASS ARBITRATION, OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING.

Certain elements of the Frame Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the Frame Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

1. Who May Use the Frame Service

Eligibility Criteria. In order to purchase a Frame Reformer and associated content subscription, you must be at least 18 years old, or the age of legal majority in your jurisdiction of residence. Individuals 14 years of age and older who meet Reformer User Criteria may participate in Frame classes, provided that such individuals:

• Have been cleared to participate by a family physician;

• Have permission to participate from a parent or legal guardian who will provide supervision whenever the reformer is used;

• Abide by all Safety Precautions and instructions in the applicable user manual; and

• Rest, hydrate and modify as needed.

Compliance. We may, in our sole discretion, refuse to offer the Frame Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the Frame Service is revoked where these Terms or use of the Frame Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the Frame Service is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.

2. Modification

We reserve the right, at our sole discretion, to amend these Terms at any time. As applicable, we will notify you of material changes to these Terms when you next access the Frame Service (we may also email you about any material changes to these Terms). Your continued use of the Frame Service following the posting of revised Terms means that you accept and agree to the changes. We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Frame Service (or any part of it) with or without notice.

3. Permitted Use and Restrictions

License Grant. Subject to your compliance with these Terms, Frame hereby grants you a limited, revocable, non-exclusive, personal, non-transferable, non-sublicensable, non-assignable right and license to access and use the Frame Service (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) for your own personal, non-commercial purposes. This license includes the right to view Content (defined in Section 10 (Content; Reliance on Information Posted) below) available on the Tablet. This license will remain in effect unless and until it is terminated by you or Frame, or you violate these Terms. We reserve all other rights that are not granted in these Terms.

Use Restrictions. You may not access or use the Frame Service in any way that is not expressly permitted by these Terms. Without the express written permission of an authorized representative of Frame, you will not, and will not cause, permit, or authorize others to: i) modify, copy, create derivative works from, translate, reverse engineer, decompile, disassemble, hack, or take any measures to interfere with or damage any software used to provide the Frame Service; ii) sell, redistribute, assign, rent, lease, transfer, or grant rights in the Frame Service, including, without limitation, through sublicense, to any other person or entity; or iii) use the Frame Service for any unlawful, prohibited, abnormal, or unusual activity as determined by Frame in its sole discretion. Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal, non-commercial use of the Frame Service, including use of any such Content on any other website or networked computer environment, is strictly prohibited.

4. Privacy; Information About You and Your Use of the Frame Service

These Terms also incorporate the terms of our Privacy Policy Privacy Policy (as updated from time to time), and all information we collect on or through the Frame Service is subject to our Privacy Policy. Please read it, as our privacy policy explains:

• What information we may collect about you;

• What we use that information for; and

• With whom we share that information.

By agreeing to these Terms, you are also agreeing to the Privacy Policy and you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Subscription; Access to the Frame Service; Security

Subscriptions. To fully access and use the Frame Service and some of the resources it offers, including our on-demand classes and Content, you are required to enter into a subscription agreement (a “Subscription”). You agree to: i) provide true, accurate, current and complete registration information, including the serial number of your Frame Reformer, to complete the Subscription process; and ii) maintain and update such information to keep it true, accurate, current and complete. Your failure to maintain true, accurate, current, and complete account information may result in termination or suspension of your Subscription and your inability to access or use the Content and fully access the Frame Service.

Frame reserves the right to withdraw or amend the Frame Service, including, but not limited to updating, adding to, enhancing, modifying, removing, or altering any Content or features of the Frame Service, at any time, in its sole discretion. Currently, Content is only available on the Tablet of the Frame Reformer.

Account Security. Maintaining account security is very important. You are solely responsible for: i) maintaining the confidentiality of your password; ii) the information associated with your account; and iii) all activity related to your account, including any activity by unauthorized users. Our subscriptions are Reformer-specific and can only be accessed by one individual user at a time. You acknowledge that your account is personal to you and agree not to provide any other person with access to the Frame Service or portions of it using your username, password, or other security information. You agree to notify us immediately and change your password if you become aware of any unauthorized use of your password or your account, or any other breach of security.

Profile Information and Picture. You may not use someone else’s name, picture, or any name, location, other public profile information, or image that violates any third-party rights, is against the law, or that is offensive, obscene or otherwise objectionable (in Frame’s sole discretion).

6. Intellectual Property

The Frame Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Frame, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Frame-generated Content, and Content provided to Frame by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide; further, as between you and Frame, Frame owns intellectual property rights in the selection, coordination, arrangement and enhancement of all Content in the Frame Service.

These Terms permit you to use the Frame Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material or Content on the Frame Service, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;

• You may store files that are automatically cached by your Web browser for display enhancement purposes;

• You may print or download one copy of a reasonable number of pages of the Frame Service for your own personal, non-commercial use and not for further reproduction, publication, or distribution;

• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by any applicable end user license agreement provided by us with respect to such applications;

• If we provide social media features on www.framefitness.com or Frame social media accounts containing certain Content, you may take such actions as are enabled by such features;

You must not:

• Modify copies of any materials from this site or any other element of the Frame Service;

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site or any other element of the Frame Service;

• Access or use for any commercial purposes any part of the Frame Service or any services or materials or Content available through the Frame Service.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Frame Service in breach of the Terms, your right to use the Frame Service will stop immediately and you must, at our option, return or destroy any copies of the materials or Content you have made. No right, title, or interest in or to the Frame Service or any Content on the Frame Service is transferred to you, and all rights not expressly granted are reserved by Frame. Any use of the Frame Service not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

The Frame name, FR Frame Reformer,FR design,FRAME design, FRAME MADE FOR MOTION, the Frame logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Frame or its affiliates or licensors. You must not use such marks without the prior written permission of Frame. All other names, logos, product and service names, designs, and slogans used on or in connection with the Frame Service are the trademarks of their respective owners.

7. Prohibited Uses

We have the right to monitor access and use of the Frame Service in order to operate the Frame Service, to ensure compliance with these Terms, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the Frame Service and Frame’s systems. However, we are under no obligation to do so. We have the right to investigate violations of these Terms or conduct that affects the Frame Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

You may use the Frame Service only for lawful purposes and in accordance with these Terms. You agree not to access or use the Frame Service:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;

• To impersonate or attempt to impersonate Frame, any Frame employee, another user, or any other person or entity (including, without limitation, by using email addresses or member ID associated with any of the foregoing); or

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Frame Service, or which, as determined by us, may harm Frame or users of the Frame Service, or expose them to liability.

Additionally, you agree not to:

• Use the Frame Service in any manner that could disable, overburden, damage, or impair the Frame Service or interfere with any other party’s use of the Frame Service, including their ability to engage in real time activities through the Frame Service;

• Use any robot, spider, or other automatic device, process, or means to access the Frame Service for any purpose, including monitoring or copying any of the Content or material on the Frame Service;

• Use any manual process to monitor or copy any of the Content or material on the Frame Service, or for any other purpose not expressly authorized in these Terms, without our prior written consent;

• Download and/or install any third-party software and/or application on any Frame hardware, including the Tablets (excluding assistive technologies that are necessary for your own use of the Frame Service, such as screen-readers) that is not expressly permitted by Frame in writing;

• Use any device, software, or routine that interferes with the proper working of the Frame Service, or otherwise attempt to interfere with the proper working of the Frame Service, or hack or violate any security measures of the Frame Service;

• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Frame Service, the server on which the Frame Service is stored, or any server, computer, or database connected to the Frame Service;

• Attack the Frame Service via a denial-of-service attack or a distributed denial-of-service attack;

• Copy (except as expressly authorized in these Terms), modify, adapt, translate, or reverse engineer any portion of the Frame Service (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), or otherwise tamper with the functionality or services provided through the Frame Service;

• Use, display, mirror or frame the Frame Service or any individual element within the Frame Service, Frame’s name, any Frame trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Frame’s express written consent;

• Access, tamper with, or use any non-public areas of the Frame Service, Frame’s computer systems, or the technical delivery systems of Frame’s providers;

• Attempt to probe, scan or test the vulnerability of any Frame system or network or breach any security or authentication measures;

• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Frame or any of Frame’s providers or any other third party (including another user) to protect the Frame Service or Content;

• Bypass any territorial restrictions, including IP address-based restrictions, that may be applied to the Frame Service;

• Attempt to access, scrape or search the Frame Service or Content, or download Content, including through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like);

• Access, tamper with, or use any non-public areas of the Frame Service, Frame’s computer systems, or the technical delivery systems of Frame’s providers;

• Use any meta tags or other hidden text or metadata utilizing a Frame trademark, logo URL or product name without Frame’s express written consent;

• Use the Frame Service or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by Frame;

• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Frame Service to send altered, deceptive or false source-identifying information;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Frame Service;

• Collect or store any personally identifiable information from the Frame Service from other users of the Frame Service without their express permission;

• Copy, use, index, disclose or distribute any information or data obtained from the Frame Service, whether directly or through third parties (such as search engines), without Frame’s express written consent;

• Alter, replicate, store, distribute or create derivatives from the Content available via the Frame Service except as expressly permitted in writing by Frame;

• Impersonate or misrepresent your affiliation with Frame, any Frame employee, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);

• Access, use or exploit the Frame Service or Content in any manner (other than as expressly permitted by these Terms), including to build, develop (or commission the development of), replicate, or consult upon any product or service that may compete (directly or indirectly) with Frame or the Frame Service; or

• Encourage or enable any other individual to do any of the foregoing.

8. Online Purchases; Billing Terms and Conditions

Billing Policies. If you choose, at your sole discretion, to purchase our Products (defined below), you acknowledge that you will be required to provide a current, valid, accepted method of payment (“Payment Method”) and you agree that we may charge your Payment Method. Unless otherwise specified at the time of purchase, you must pay for Products when you place the order. Frame uses authorized third parties for the purpose of processing your transactions and credit card authorizations. By submitting Payment Method details to us or our third-party processors, you grant (or otherwise authorize) Frame the right to store and process your information with such third parties. You agree that Frame is not responsible for any failures of such third parties to adequately protect your information.

Currency. All prices are listed in U.S. dollars and all payments must be made in U.S. dollars. Frame is not responsible for any exchange rates or fees incurred by you from your chosen Payment Method.

Product Availability.Frame accepts orders for the Frame Reformer and any other equipment, apparel or accessories (collectively, the “Products”) that we may offer through the Frame Site. The Products advertised or otherwise made available for purchase via the Service are determined solely by Frame. Unfortunately, the availability of Products cannot be guaranteed. Please note that the Products, the Frame Service and other information provided is subject to corrections and changes without notice. Advertising depictions, graphics and diagrams are for illustrative purposes only and may not accurately reflect actual Product or component availability. Colors, styles and other variants depicted are for illustration only and are subject to change. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions. We reserve the right to modify, discontinue, suspend or otherwise limit the sales of any of our Products to any person, based on geographic region, jurisdiction, availability or otherwise, and you acknowledge that we may exercise this right on a case-by-case bases. Frame will have no liability to you or to any third party for any such modification, discontinuation, suspension, limitation or unavailability of any Product.

Product Pricing. Any Product pricing listed on any part of the Frame Site or Frame Service is subject to change without notice to you. Frame reserves the right to, at any time, modify such pricing, for any Product, without advance notice to you. We will not be liable to you or to any third party for any such modification.

Delivery. All Products ordered will be delivered to the shipping address you provide. We may send an acknowledgment of receipt of your order to the email address you provide and/or proof of purchase information through the Frame Site or to your email address after your payment has been processed.

Order Cancellation. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to our delivery of the Product(s) and receipt of payment in full from you, provided that we will refund any fees that you prepaid for those Products if we cancel.

Warranty and Return Policy. Please see our Reformer Warranty and Return Policy for further information about Frame Products.

Additional terms and conditions may also apply to specific portions, services, or features of the Frame Site(s). All such additional terms and conditions are hereby incorporated by this reference into these Terms.

9. Subscription Term; Termination; Account Deletion

Subscription Term. The term of your Subscription begins on the date you first use your account and continues as long as you have an account and maintain your Subscription with us.

Termination and Content Removal. Frame may, in Frame’s sole discretion, suspend, disable, terminate your permission to use, or delete your account (or any part thereof), for any lawful reason, including if: (a) you commit any breach of these Terms or violate applicable law; (b) we discontinue the Frame Service; or (c) we are prevented from providing the Frame Service or your Subscription for any reason.

Effect of Termination / Account Deletion. Upon termination of your Subscription all licenses granted by Frame in connection with your Subscription will terminate. The following sections of these Terms survive the termination of your Subscription: Privacy; Information About You and Your Use of the Frame Service (Section 4), Intellectual Property (Section 6), No Warranties (Section 14), Limitation of Liability (Section 15), Indemnification (Section 16), Safety Warnings (Section 17), Arbitration Requirement & Class Action Waiver (Section 18), Governing Law and Jurisdiction (Section 21), Equitable Remedies (Section 26), and all general provisions. If you cancel your Subscription or it is terminated for any reason, you will lose access to all on-demand classes and any other Content or features provided through the Subscription. Frame, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of that Content is governed by these Terms.

10. Content; Reliance on Information Posted

“Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Frame Service; Currently there is no ability for a user to post or share Content within or through the Frame Service.

The information presented on or through the Frame Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Frame Site(s), or by anyone who may be informed of any of its contents.

The Frame Service may include Content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in such Content and any other Content, other than the Content provided by Frame, is solely the responsibility of the person or entity providing the Content. These materials do not necessarily reflect the opinion of Frame. We are not responsible, or liable to you or any third party, for the content or accuracy of any Content or materials provided or made accessible by any third parties, or for any losses and/or damages resulting or arising out of the use of any such Content or materials.

11. Member Interactions

We do not currently allow interaction with other users within or through the Frame Service.

12. Third Party Sites and Services

The Frame Service may contain links to, or allow you to share content directly with, third-party websites, including Frame-controlled social media pages (including on Facebook, Instagram, Spotify and Twitter) (collectively “Third-Party Sites”). You acknowledge that we have no control over the Third-Party Sites and are not responsible for their contents, availability, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from Third-Party Sites. We do not assume any liability, directly or indirectly, for your use or access of any of the foregoing, which you acknowledge and agree shall be at your own risk. Any such links to Third-Party Sites are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such websites, the content, or other material contained in the Third-Party Sites, and we have no association with their operators. Your use of the Third-Party Sites will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with Third-Party Terms.

You are required to observe the requirements of these Terms if you post or upload any content, materials, or other information to any Frame-controlled social media pages. Frame reserves the right to delete or remove any content, materials or other information posted or uploaded to Frame-controlled social media pages in violation of these Terms or applicable law.

13. Geographic Restrictions

Frame is based in the State of Florida in the United States. We provide the Frame Site(s) and Frame Service for use only by persons located in the United States and Canada. We make no claims that the Frame Service or any of its Content is accessible or appropriate outside of the United States or Canada. Access to the Frame Service may not be legal by certain persons or in certain countries. If you access the Frame Service from outside the United States or Canada, you do so on your own initiative and are responsible for compliance with local laws.

14. No Warranties

FRAME PROVIDES THE FRAME SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. FRAME MAKES NO GUARANTEE THAT THE FRAME SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. FRAME HAS NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE FRAME SERVICE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE FRAME SERVICE. While Frame takes reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, Frame accept no liability for them. Frame also make no promises or guarantees, whether express or implied, that any Content included on the Frame Service is accurate, complete, or up to date.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FRAME EXCLUDES ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE FRAME SERVICE (INCLUDING OUR PRODUCTS) WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE FRAME SERVICE (INCLUDING OUR PRODUCTS) AND ALL INFORMATION AND CONTENT INCLUDED ON THE FRAME SERVICE.

No information or advice obtained through the Frame Service, or affirmation by Frame, by words or actions, shall constitute a warranty.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you. To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms.

15. Limitation of Liability

IN NO EVENT SHALL FRAME, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE FRAME SERVICE OR YOUR INABILITY TO ACCESS OR USE THE FRAME SERVICE) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE FRAME SERVICE OR CONTENT, OR THESE TERMS, ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF FRAME, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Frame’s total liability arising in connection with the Frame Service or under these Terms, in the aggregate, whether in contract, tort (including negligence) or otherwise, shall not exceed, under any circumstances, the amount actually paid by you to Frame over the 12 months preceding the date your first claim(s) arose.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, FRAME’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON FRAME’S GOVERNING LAW PROVISION SET FORTH BELOW.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

16. Indemnification

You agree to defend, indemnify, and hold harmless Frame, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns (the “Indemnified Parties”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: i) your breach or violation of any of these Terms; ii) your use of the Frame Service other than as expressly authorized in these Terms; iii) your violation of the rights of any third party, or iv) your use of any information or Content obtained from or through the Frame Service.

17. Safety Warnings

THE FRAME SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN OR GENERAL PRACTITIONER BEFORE BEGINNING A NEW FITNESS PROGRAM. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE FRAME SITE OR HEARD ON THE FRAME SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE FRAME SERVICE IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE.

NOTHING STATED OR POSTED ON THE FRAME SITE OR AVAILABLE THROUGH ANY FRAME SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THESE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. THE FRAME SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, FRAME MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE FRAME SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

In becoming a user of Frame with the intent of using the Frame Service, you affirm that either (A) all of the following statements are true:

• no physician or general practitioner has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician or general practitioner;

• you have never felt chest pain when engaging in physical activity;

• you have not experienced chest pain when not engaged in physical activity at any time within the past month;

• you have never lost your balance because of dizziness and you have never lost consciousness;

• you do not have a bone or joint problem that could be made worse by a change in your physical activity;

• your physician or general practitioner is not currently prescribing drugs for your blood pressure or heart condition;

• you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and

• you do not know of any other reason you should not exercise; or

(B) your physician or general practitioner has been specifically consulted by you and approved of your use of the Frame Service.

If applicable, you further affirm that:

• you are not pregnant, breastfeeding or lactating; unless

• your physician or general practitioner has been specifically consulted and approved your use of the Frame Service.

Frame reserves the right to refuse or cancel your Subscription if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.

18. Arbitration Requirement and Class Action Waiver

IMPORTANT – PLEASE REVIEW AS THIS MAY AFFECT YOUR LEGAL RIGHTS. APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW.

User Concerns. Most user concerns can be resolved quickly and to the user’s satisfaction by contacting us at the contact details in Section 27 (Notices; Your Comments and Concerns) below.

Disputes. By agreeing to these Terms, other than as specified in the paragraph titled “Exceptions to Arbitration in this Sections 18, below, you expressly agree to the arbitration of all Disputes. Any controversy, allegation, or claim that arises out of or relates to the Frame Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by binding, individual, confidential arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration provisions will remain in force.

Arbitration Procedures. Except as provided in the paragraph titled “Exceptions to Arbitration” in this Section 18 below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 18 (Arbitration Requirement and Class Action Waiver) and the JAMS Rules, the terms in this Section will control and prevail.

Except as otherwise set forth in the paragraph titled “Exceptions to Arbitration” in this Section 18, below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Frame will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, i) you and Frame may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

Initial Dispute Resolution and Notification. You agree that before initiating any Dispute or arbitration proceeding, we will attempt to negotiate an informal resolution of any dispute. To begin this process, before initiating any arbitration proceeding, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of Frame’s Legal Department at the Frame address set out in Section 27 below. In the Notice, you must describe the nature and basis of the Dispute and the relief you are seeking. If we are unable to resolve the Dispute within 45 days after Frame’s receipt of the Notice, then you or Frame may initiate arbitration proceedings as set out below.

Location of Arbitration. Any arbitration proceedings will be conducted at such neutral location outside of the States of Florida and your home state as the Parties may agree. If a neutral location cannot be agreed to by the parties, then the arbitration proceedings will be held in Wilmington, Delaware.

Limitations. You and Frame agree that any arbitration shall be limited to the Claim between Frame and you, individually. YOU AND FRAME AGREE THAT i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND iii) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

Exceptions to Arbitration. You and Frame agree that the following Claims are not subject to the above provisions concerning binding arbitration: i) any Excluded Dispute; ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

Effect of Changes to the Terms on Arbitration. Notwithstanding the provisions of Section 2 (Modification), if Frame changes any of the terms of this Section 18 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or the date of Frame’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Frame in accordance with the terms of this Section 18 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Severability. With the exception of any of the provisions in the paragraph titled “Exceptions to Arbitration” in this Section 18 above, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

19. Notice for California Residents

In accordance with California Civil Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

20. Notice for New Jersey Residents

If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you: Section 14 (No Warranties); Section 15 (Limitation of Liability), and Section 21 (Governing Law and Jurisdiction), the Florida governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law.

21. Governing Law and Jurisdiction

These Terms and any matter arising out of or relating to these Terms, and any Claim, cause of action, controversy, or matter in dispute between you and us, whether sounding in contract, tort, statute, regulation, or otherwise, shall be governed by the internal laws of the State of Delaware in the United States, consistent with the Federal Arbitration Act, without regard to any choice or conflict of laws principles (whether of the State of Delaware or any other jurisdiction). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.

22. Assignment; Transfer

The rights granted to you under these Terms may not be assigned without Frame’s prior written consent, and any attempted unauthorized assignment by you shall be null and void. These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or our obligations under these Terms.

23. Interpretation; Severability

Headings are for convenience only and shall not be used to construe these Terms. Except as otherwise provided in the paragraph titled “Severability” in Section 18, if any part of these Terms is determined to be invalid or unenforceable by any court of competent jurisdiction, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.

24. Attorneys’ Fees

In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in the paragraph titled “Arbitration Fees” in Section 18, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to these Terms.

25. No Waiver; Remedies

Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Frame of any provision, condition, or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition, or requirement at a later time. Frame’s rights and remedies hereunder are cumulative and not exclusive.

26. Equitable Remedies

You acknowledge and agree that Frame would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.

27. Notices; Your Comments and Concerns

You consent to receive all communications including notices, agreements, disclosures, or other information from Frame electronically. Frame may communicate by email or by posting to the Frame Service. For support-related inquiries, you may email Support. For all other notices to Frame, write to the following addresses:

U.S. and Canadian Residents:

Frame innovative Technologies Corp., 6801 Collins Avenue, Miami Beach, FL 33141

Nothing in these Terms or otherwise limits Frame’s right to object to subpoenas, claims, or other demands.

The Frame Service is operated by Frame Innovative Technologies Corp., with its principal place of business at 6801 Collins Avenue, Miami Beach, FL 33141.

28. Entire Agreement

These Terms incorporate the following legal documents by reference, as well as any other policies or procedures referenced herein that are posted to the Frame Site from time to time:

• Privacy Policy

• Warranty

• Return Policy

These Terms, including all documents referenced in these Terms, constitutes the entire agreement between you and Frame with respect to the Frame Service and supersedes any and all prior agreements between you and Frame relating to the Service. In the event of a conflict between any policies posted on the Frame Service and these Terms, these Terms will control.

29. Force Majeure

No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of these Terms to the extent caused by circumstances beyond the Party’s reasonable control and not caused by that Party’s fault or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, epidemic, pandemic, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.