Terms of Use

1. Overview

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. IF YOU ARE OVER 16 YEARS OF AGE, YOUR ONLY ACCESS TO THE GROM APP SHOULD BE AS AN ADULT MEMBER OR AS A GROM SOCIAL GUEST, AS DEFINED BELOW:

The Grom Social Mobile Application is operated by Grom Social, Inc. (also known within this document as “Grom Social,” “we,” or “us”). Grom Social is a mobile application that provides a friendly and safe environment for Children 16 years old and younger, with their Parent’s consent and supervision, to experience social networking, including such features as chat/direct messaging, video recorded posts, comments, liking, and sharing.

For ease of reference, our mobile application and any related services will be referred to collectively as the “The Grom App” or “App,” and specific services that we may offer from time to time will be referred to as “Services.” These Terms of Use (“Agreement” or “Terms of Use”) apply to the Grom App. If you have any questions about these Terms of Use or our privacy policy, please contact us at support@gromsocial.com.

2. Definitions

“Guest” is someone who downloads and accesses the App but is not registered as a user.

“Member” ” is someone who has completed and submitted all the required registration forms within the Grom App to create their account in the App.

“Grom or Child” is someone under 17 years old who wishes (or has registered) to be a Member of The Grom App.

“Parent” is either a parent or legal guardian of a Child wanting to register (or who has registered) to be a Member of Grom Social.

“Parent Email” is the email of either the Parent or legal guardian of a Child provided by the user under 17 years old registering their account on The Grom App.

“Adult” is someone over the age of 16 who registers on The Grom App.

“You” is in reference to you as the Parent and legal guardian and your Child to whom you have granted access to the Site.

“Non-Approved Grom” is a Child who has registered with the App but has not yet been activated and/or approved by the Parent.

“Grom” is a Child who has created an account that has been activated and/or approved by a Parent or legal guardian. Grom members have full access to the site.

“Account Approval” is a method by which Parents with Children under 17 years old approve their Children to participate in social media platforms by agreeing to the App’s Privacy Policy and Terms and Conditions and providing verifiable parental consent using the secure in-app purchase and agreeing to our privacy polices. This is required by COPPA (Children’s Online Privacy Protection Act) as noted below. (See 5. Registration Information and Membership Security).

3. Terms of Use in General

By using and/or visiting our Site (collectively “us”) you:

(1) agree to be bound by these terms and conditions;

(2) agree to our privacy policy; and

(3) agree to be bound by other policy and legal notices that may be posted on the Site from time to time.

IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE YOUR CONSENT TO YOUR CHILD’S REGISTRATION WITH THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE IN RESPECT OF YOUR CHILD’S USE OF THE SITE.

In order to participate in certain Services, you may be required to download content and/or software and/or be required to agree to additional terms and conditions. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Services in which you choose to participate, those additional terms are incorporated into this Agreement. If you do not agree to this Agreement (which is comprised of these Terms of Use and our privacy policy), please do not use the Site. You are only authorized to use the Site if you agree to abide by all applicable laws and this Agreement. Please be sure to review our privacy policy.

4. Modification to Agreement

We may change or update this Agreement from time to time, and any such modifications shall be effective upon posting on the App. Your use of our Site after a change has been posted signifies your agreement to any such changes. You should review this Agreement periodically to make sure you are up to date on any changes. This Policy was last updated on May 7, 2019.

5. Eligibility for Use and Membership, and Ability to Accept Terms of Use

You must be sixteen (16) years old or younger to become a Grom member in The Grom App.

You must be 17 years of age or older and the legal Parent or guardian of a Child to approve a Child’s Grom Social account. Parents may only register their own Child(ren).

Anyone 17 years of age or older may register on The Grom App, but they will receive an Adult profile with limited access to features on the site.

Parents may not sign up someone else’s Child. Parent Members affirm that any Child Member is sixteen (16) years of age or under and possess legal parental or guardian consent to use The Grom App and register for Membership. Parent Members further affirm that they have read and accepted this Agreement and the terms outlined in the Privacy Policy and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. All Members agree to abide by and comply with this Agreement.

The Grom App is not intended for Children over 16, however, Adults can join. A Child Membership may be terminated without warning if we believe that the Child Member is over 16 years of age. During the Membership registration process, Parent Members and Child Members will be prompted to provide personal information that allows us to know who you and your Child are (“Registration Information”).

By using The Grom App, all users represent and warrant that:

(a) all Registration Information they submit is truthful, accurate, current, and complete;

(b) they will maintain the accuracy of such Registration Information by updating and revising it promptly; and

(c) their use of The Grom App does not violate any applicable law or regulation. You authorize us to make any inquiries, either directly or through third parties, that we consider necessary to validate your Registration Information, including engaging third parties to provide such services as age and identity verification on The Grom App. We reserve all rights to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity and to suspend or cancel Memberships established using inaccurate or incomplete information.

Notwithstanding the foregoing, you acknowledge that we cannot guarantee the accuracy of any information submitted by any User of the Site, nor any identity information about any User. Note that special terms apply to some services offered on our App, other features, and activities. These terms are posted in connection with the applicable content or service. Subject to applicable law, any such terms are in addition to these Terms of Use and, in the event of a conflict, prevail over these Terms of Use.

6. Registration Information and Membership Security

Children may begin the registration process with their Parents or alone, but they will not have full access to the site until a Parent activates and/or approves their Child’s account. Child members who have unactivated and/or unapproved accounts (Non-Approved) will not be able to access any feature that allows the Child to communicate or share personally identifiable information (“PII”) such as messaging, comments, profile bios, and post descriptions until his/her Parent provides activation and/or verifiable parental consent. During the registration process by a Child, the Child will be asked to provide a “Grom Name” or “login name,” which will be the public name used by the Child on the App. All “Grom Names” will go through a profanity filter to ensure that they are appropriate and then checked for use of PII data. The Child will also be asked to provide a password, his/her birth date, birth month and year, and his/her Parent’s email address. The Child’s registration will not be complete until his/her Parent completes the registration process by activating and/or approving the Child’s account. Once the Child is approved by a Parent, she/he becomes a Grom Social Member and the Child will have access to all the features in the App. The Parent will receive account information for their Child that they can monitor with our companion app MamaBear.

Parents approve their Child’s account by providing verifiable parental consent one-time $1 in-app payment method that is approved by COPPA (Children’s Online Privacy Protection Act).

a) A Child’s Grom Social Username. Grom Social uses filtering software against Usernames to restrict the use of profanity.

b) Misuse of Username or Identity. No Member may impersonate any person or entity or misrepresent a Member’s identity or affiliation with any person or entity, including using another person’s username, password, or other account information or another person’s name, likeness, voice, image, or photograph. Members agree to promptly notify us at support@gromsocial.com of any unauthorized use of a Child or Parent Member’s username, password, or other sensitive account information. Members shall notify Grom Social of any breach of security involving or relating to the Site. Members should never respond to online requests for Member passwords other than in connection with the log-in process for the App. Any such password requests should be forwarded to us at support@gromsocial.com.

c) Liability and Loss due to Account Abuse. Disclosure of a password to any other person is at a Member’s own risk. Although we will not be liable for a Member’s losses caused by any unauthorized use of any Member information, Members may be liable for our losses or the losses of others as a result of such unauthorized use. We do not provide Internet access. Members are solely responsible for any fees associated with any Internet connection that provides access to the App. Grom Social reserves the right to charge for some or all aspects of the App. We reserve the right to interrupt the Site with or without prior notice for any reason or no reason without liability to Members for any unavailability of the Site. Except as provided by law or otherwise provided in this Agreement, Grom Social has the right at any time for any reason, or no reason, to change and/or eliminate any aspect(s) of the App as it sees fit in its sole discretion.

7. Verification and Safety

We believe your Child’s safety on the Internet is important. While there is no absolute method of ensuring a completely safe environment, we take our mandate seriously to secure “verifiable parental consent,” as required under the Children’s Online Privacy Protection Act (“COPPA”). We are always looking into new and better ways to verify your consent so that we are not collecting or potentially disclosing information from your Child that you did not authorize.

8. No Commercial Use

The App is only for your personal use. You may not use the App for commercial purposes or in any way that is unlawful or harms us or any other person or entity.

9. Third-Party Advertising

In certain parts of the App, you will find third-party advertising from our advertising sponsors. The advertising allows us to provide the App to you monetarily free of charge (or in some cases for some activity at a reduced cost), and to develop new activities that enhance the online experience for your Child Member. These advertisers do not have access to a Child Member’s personal information. When you click on an advertisement, you will leave the Site and enter a web page operated and maintained by a third party. When you leave the Site, you will no longer be subject to our Terms of Use and Privacy Policy. All third-party advertising used in The Grom App meets the requirements of the under-13 market (COPPA and GDPR-K) with minimal data collection as required by law.

10. Ownership of Content

We use the word “Content” to mean any and all text, audio, and visual works such as pictures, photographs, drawings, digital images, graphics, music, video, audio, code, poems, and other creative output, your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances, and/or other biographical information or material, and/or other similar materials that may be submitted, posted, uploaded, embedded, displayed, communicated, or otherwise distributed (collectively “Distribute”) on or through the App, including by us, you, and other Users.

a) You acknowledge that: (i) by using the App you may have access to Content, and (ii) this Content may be provided under license by independent content providers, including contributions from other Users (all such independent content providers are “Content Providers”). We do pre-screen Content to meet our rules of conduct and for publicly shared PII. Content does not include any PII that you were required to provide during the registration process for Parent Members and Child Members. Content may, however, include personal information if you have voluntarily provided such information on another area of the App. You acknowledge that Grom Social, its licensors, Users, and other Content Providers have rights in their respective Content under copyright and other applicable laws and treaty provisions and that, except as described in this Agreement, such rights are not licensed or otherwise transferred by mere use of the Site or a given Service. You accept full responsibility and liability for your use of any Content in violation of any such rights.

b) Ownership of Content: You retain copyright and other intellectual property rights with respect to any Content you may upload to the App, to the extent that you have such rights under applicable law. However, you must make certain representations and warranties and provide certain license rights, forbearances, and indemnification to us, our licensees, assignees, agents, affiliates, and other Members and Users of the App. You agree that by submitting your Content to any area of the App and to any Service, you automatically grant (and you represent and warrant that you have the right to grant) to us: (a) a royalty-free, worldwide, non-exclusive, sub-licensable right and license for the term of the copyright to (i) reproduce, display, create derivate works from, and distribute your Content within the App and affiliated websites as permitted by you through your interactions on and through the App, and (ii) reproduce, display, or create derivative works from and distribute (and to authorize third parties to reproduce, display, create derivative works from and distribute) any of your Content in any or all media for marketing and/or promotional purposes in connection with the App, in any media now known or not currently known, provided that in the event that your Content appears publicly in material under our control and you provide written notice to Grom Social of your desire to discontinue the distribution of such Content in such material (with sufficient specificity to allow us, in our sole discretion, to identify the relevant Content and materials), we will make commercially reasonable efforts to cease the distribution of such Content following the receipt of such notice, although we cannot provide any assurances regarding materials produced or distributed prior to the receipt of such notice; (b) the right to delete any or all of your Content from our servers and from the App, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to you or any other party; and (c) a royalty-free, non-exclusive, sub-licensable right and license to copy, distribute, display, create derivate works from, and analyze any of your Content as we may deem necessary or desirable for purposes of debugging, testing, and/or providing support services in connection with the App. Further, you agree to grant to us a royalty-free, worldwide, non-exclusive, sub-licensable right and license to exercise the copyright, publicity, and database rights you have in your Membership information, including any data or other information generated by your Membership activity, in any media now known or not currently known, in accordance with our Privacy Policy, including the incorporation by reference of terms posted at www.gromsocial.com. You further understand and agree that: (i) you are responsible for understanding all copyright, patent, trademark, trade secret, and other intellectual property or other laws that may apply to your Content hereunder; (ii) you are responsible for, and we will have no liability in connection with, the legal consequences of any actions or failures to act on your part while using the App, including without limitation any legal consequences relating to your intellectual property rights; and (iii) our acknowledgement hereunder of your intellectual property rights in your Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of our intention not to require users of the App to forego certain intellectual property rights with respect to Content they upload, subject to the terms of this Agreement. To the extent any “moral rights,” “ancillary rights,” or similar rights in or to Content exist and are not exclusively owned by us, you agree not to enforce any such rights as to us or our licensees, distributors, agents, representatives, and other authorized users, and you shall procure the same agreement not to enforce from any others who may possess such rights. You agree that even though you may retain certain copyright or other intellectual property rights with respect to Content you post or upload while using the App, you do not own the Membership you use to access the App, nor do you own any data we store on our servers (including without limitation any data representing or embodying any or all of your Content).

c) Your Use of Content: Except as we specifically agree in writing, no Content from the App may be used, reproduced, transmitted, distributed, or otherwise exploited in any way other than as part of the App, not even as part of a derivative work, except that where the App is configured to enable the download of particular Content, you may be permitted to download one copy of such Content for your personal, noncommercial home use only, provided that you (a) keep intact all copyright and other proprietary notices, (b) make no modifications to and do not rent, lease, loan, sell, distribute, copy (except to create a single copy for your own back-up purposes), or create any derivative works based on the App or the Content, in whole or in part, and (c) do not use the Content in an unlawful manner or in a manner that suggests an association with any of our products, services, or brands. Any business use, “re-mailing,” or high-volume or automated use of the App is prohibited and shall be considered a violation of these Terms of Use.

d) In the event that we offer downloads of software on an App and you download such software, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you by us or third-party licensors for your limited, personal, noncommercial home use only and AT YOUR OWN RISK. We do not transfer title to the Software to you. Except as permitted under applicable law, you may not distribute or otherwise exploit the Software or decompile, reverse engineer, disassemble, adapt it, or otherwise reduce the Software to a human-readable form, except to the extent permitted by applicable law. Grom Social shall not be responsible for any damage of any kind to you or your computer as a result of downloading Software from our App.

e) You acknowledge and agree that nothing in these Terms of Use shall have the effect of transferring the ownership of any copyrights, trademarks, slogans, service marks, trade names, trade dress, or other proprietary rights in the App or Content or any part thereof to you or any third party nor to authorize you to create derivative works based on the Content. You undertake not to commit any act that is inconsistent with or that is likely in any way to prejudice such title. Users have the opportunity to provide comments about Content, profiles, and any number of topics on the App (“Comments”), and these Comments are made publicly available to you for your information and use solely as intended through the normal functionality of the App. Please exercise care when providing Comments. Comments are made available “as is” and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the App or otherwise as prohibited under this Agreement. You may access Content, User Content, and other content only as permitted under this Agreement. We reserve all rights not expressly granted in and to our Content and the App. You agree to not engage in the use, copying, or distribution of any of the Content other than as expressly permitted herein, including any use, copying, or distribution for any commercial purposes of third-party User Content obtained through the App. You agree not to circumvent, disable, or otherwise interfere with security-related features of the App or features that prevent or restrict use or copying of any Content or enforce limitations on use of the App or the Content therein.

f) Our systems and safety protocols have been installed to prevent content being exposed to users that do not meet our Rules of Conduct, however we cannot provide a 100% guarantee that they will be successful. You understand that when using the App, you and your Child will be exposed to User Content from a variety of sources and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that may be inaccurate or that you deem offensive or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold Grom Social, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors harmless to the fullest extent allowed by law regarding all matters related to your use of the App. You appoint us as your agent with full power to enter into and execute any document and/or do any act that might be necessary to confirm the grant of rights, consents, agreements, assignments, and waivers set forth in these Terms of Use.

11. Communication, and Public Forums

“Public” means any area, site, or feature offered as part of the App that offers the opportunity for interactive communications between Users, such as posting Content, comments, and profile bios.

Responsibility: You acknowledge that the Public areas of the App offered therein are for public and not private communications, and you have no expectation of privacy with regard to any submission to a Public area. We do not guarantee the security of any information you disclose through any of these media; you make such disclosures at your own risk. You are and shall remain solely responsible for the Content you distribute on or through the App under your username or otherwise by you in any Public area and for the consequences of submitting and posting same. While we endeavor to provide a safe environment for your Child, there are no guarantees. However, we do monitor all Public areas in the App. Also, you should be skeptical about information provided by others, and you acknowledge that the use of any Content posted in any Public area is at your own risk. For example, we are not responsible for, and we do not endorse, the opinions, advice, or recommendations posted or sent by Members in any Public area, and we specifically disclaim any and all liability in connection therewith.

Obligation: We owe you no obligation, and therefore may refuse, to post, deliver, remove, modify, or otherwise use or take any action with respect to Content you distribute. We reserve the right to screen, refuse to post, remove, or edit Content at any time and for any or no reason including, without limitation, if your submission fails to conform to the Rules of Conduct, in our absolute and sole discretion without prior notice. If we elect to screen Content, there may be a delay in the posting of such Content in a Public Forum to allow for a review process. If we have questions about your Content including, without limitation, the copyright, we may contact you for further information, including, for example, to verify that you own the copyright or otherwise obtained permission to post the material.

12. Cooperation

Removal of Content: Without prejudice to any of our other rights under these Terms of Use or at law, we reserve the right, but disclaim any obligation or responsibility, to (a) refuse to post, communicate, or remove any Content from the App that violates this Agreement (including the Rules of Conduct) and (b) to the extent we are able to do so under applicable law, identify any user to third parties and/or disclose to third parties any Submission or personally identifiable information when we believe in good faith that such identification or disclosure will either (i) facilitate compliance with laws, including, for example, conducting age and identity verification activities on the App or ensuring compliance with a court order or subpoena, or (ii) help to enforce these Terms of Use (including the Rules of Conduct) and/or game rules, and/or protect the safety or security of any person or property, including the App. Moreover, we retain all rights to remove Content at any time for any reason or no reason whatsoever.

13. Limitation of Liability

As a condition of access to our App, you release Grom Social (and our shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, and disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the App. You agree that:

a) we will have the right but not the obligation to resolve disputes between Users relating to the App, and our resolution of any particular dispute does not create an obligation to resolve any other dispute

b) to the extent we elect to resolve such disputes, we will do so in good faith based solely on the general rules and standards of the App and will not make judgments regarding legal issues or claims;

c) our resolution of such disputes will be final with respect to the App but will have no bearing on any real-world legal disputes in which Users of the App may become involved; and

d) you hereby release Grom Social (and our shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, and disclosed and undisclosed, arising out of or in any way connected with our resolution of disputes relating to the App.

14. Membership Termination

This Agreement shall remain in full force and effect while you use the App or are a Member. You may terminate your Parent Membership and/or your Child’s Membership at any time, for any reason, by contacting us at support@gromsocial.com. On your election to cancel, your and your Child’s Membership will be deactivated within 24-48 hours.

We have the right at any time, for any reason or no reason, with or without warning to suspend or terminate you and your Child(ren)’s Membership(s), terminate this Agreement, and/or refuse any and all current or future use of the App without notice or liability to you.

Even after Membership is terminated, this Agreement will remain in effect. If a Parent Membership is terminated, voluntarily or involuntarily, the Membership(s) of that Parent’s Child(ren) will terminate concurrently and automatically. If a Child Membership is terminated, voluntarily or involuntarily, the corresponding Parent Membership will be terminated as well unless the parent has additional active Child member accounts.

15. Transfer of Membership and Assignment

You may not assign or transfer your Membership, including your Child’s Membership, this Agreement, or any or all of your rights hereunder without our prior written consent, and any attempt to do so is void. All or any of our rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition, or sale of all or substantially all of Grom Social’s assets.

16. Disputes

In the event a dispute arises between you and Grom Social, we want to provide you with an efficient, neutral, and cost-effective means of resolving the dispute. To this end, you and Grom Social agree to resolve any claim or controversy at law or in equity that arises from or relates to this Agreement or our App (a “Claim”) in accordance with one of the subsections below.

a) Governing Law. This Agreement and the relationship between you and Grom Social shall be governed in all respects by the laws of the State of Florida without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.

b) Forum for Disputes. You and Grom Social agree to submit to the exclusive jurisdiction and venue of the courts located in Palm Beach County, Florida, except as provided below regarding optional arbitration.

c) Optional Arbitration. For any Claim, excluding Claims for injunctive or other equitable relief, where the total amount of the award sought is less than ten thousand U.S. Dollars ($10,000.00), the party requesting relief may elect to resolve the Claim in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted at the option of the party seeking relief by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

d) Improperly Filed Claims. All Claims you bring against us must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to this Dispute Resolution Section, we may recover attorneys’ fees and costs up to one thousand U.S. Dollars ($1,000.00), provided that we have notified you in writing of the improperly filed Claim and you have failed to promptly withdraw the Claim.

17. Releases, Disclaimer of Warranty, Further Limitations of Liability, and Indemnity

a) No Liability for Accumulated Content. When using the App, you may accumulate Content that resides as data on our servers. THESE DATA, AND ANY OTHER DATA, MEMBERSHIP HISTORY, AND DISPLAY NAMES RESIDING ON OUR SERVERS, MAY BE DELETED, ALTERED, MOVED, OR TRANSFERRED AT ANY TIME FOR ANY REASON IN OUR SOLE DISCRETION. YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU UPLOAD AND/OR CREATE USING THE SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD-PARTY, WE DO NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIM (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT) ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON OUR SERVERS. YOU UNDERSTAND AND AGREE THAT WE HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.

b) The App Is Provided “As Is.” WE PROVIDE THE SITE, YOUR MEMBERSHIP, AND ALL OTHER SERVICES STRICTLY ON AN “AS IS” BASIS, PROVIDED AT YOUR OWN RISK, AND WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESSES, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, we do not ensure continuous, error-free, secure or virus-free operation of the Site or your Membership, and you understand that you shall not be entitled to refunds for fees paid (if any) based on our failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.

c) Further Limitations of Liability. IN NO EVENT SHALL WE OR ANY OF OUR SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES, OR DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION), OR THIS AGREEMENT, WHETHER OR NOT WE MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL OUR CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIFTY U.S. DOLLARS ($50.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that we cannot be held responsible or liable for anything that occurs or results from accessing or subscribing to the App.

18. Your Indemnification of Grom Social

At our request, you agree to defend, indemnify, and hold harmless Grom Social, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, Content Providers, and other Users of the App from all damages, liabilities, claims, and expenses, including without limitation attorneys’ fees and costs, arising from any breach of this Agreement by you or from your use of the App. You agree to defend, indemnify, and hold harmless Grom Social, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (a) any action or inaction by you in connection with the deletion, alteration, transfer, or other loss of Content, status, or other data held in connection with your Membership, and (b) any claims by third parties that your activity or Content in the App infringes upon, violates, or misappropriates any of their intellectual property or proprietary rights.

19. General Provisions and Notices

This Agreement is accepted upon your use of the App and is further affirmed by you becoming a Member. This Agreement and the incorporated Privacy Policy constitute the entire agreement between you and us regarding the use of the App. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is deemed unlawful, void, or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. The Site is controlled and operated by Grom Social from its offices within the State of Florida, United States of America. We make no representation that any aspect of the Site or our Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the App from other locations are responsible for compliance with applicable local laws. Any software available in connection with our Site (the “Software”) is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use. Downloading or using the Software is at your sole risk. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by us under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Grom Social. Notwithstanding anything else in this Agreement, no default, delay, or failure to perform on the part of us shall be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond the reasonable control of Grom Social. We may give notice to you by means of a general notice on our App at or after log-in to your Membership account, by electronic mail to your e-mail address in our records for your Membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Membership. All notices given by you or required under this Agreement shall be faxed to Grom Social, Attn: Legal Department, at: (561) 430-3942; or e-mailed to us at: support@gromsocial.com.

Digital Millennium Copyright Act. Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found on the App can be identified and removed via our DMCA compliance process listed below, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable. If you believe in good faith that a Member has infringed your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of your claim. When a clear and valid Notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content (“Allegedly Infringing Content”) or blocking access to it. We may contact the Notice provider to request additional information. Under the DMCA, we are required to take reasonable steps to notify the entity who posted the Allegedly Infringing Content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below (“Counter-Notice”). On receiving a Counter-Notice, we may restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity. Notices and Counter-Notices are legal notices distinct from regular Site activities or communications. As such, they are not subject to our Privacy Policy. This means we may publish or share them with third parties at our discretion, and we may produce them pursuant to a legal discovery request. Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney’s fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.

a) Filing a DMCA Notice. To file a DMCA Notice, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). We reserve the right to ignore a Notice that is not in compliance with the DMCA. Your Notice must: Identify specifically the copyrighted work(s) you believe has/have been infringed (for example, “My copyrighted work is an image that appears at [list profile where the material is located].”); Identify the Content that you claim is infringing on your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the App. If applicable, you should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to “prove” your claims). The information provided should be as detailed as possible. Provide information sufficient to permit us to contact you directly: your name, street address, telephone number, and email (if available). If possible, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred). Include the following statements: “I have 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, “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.” The Notice must be signed. The Notice must be sent to our DMCA designated agent at the following address: Darren Marks DMCA Designated Agent GromSocial.com 2060 NW Boca Raton Blvd. Suite 6 Boca Raton FL 33431.

b) Filing a Counter-Notice. If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a DMCA Counter-Notice with us, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we will reinstate the Allegedly Infringing Material unless that party obtains a court order supporting the removal of the Allegedly Infringing Material. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA. Your Counter-Notice must describe and list all material(s) that were removed by Grom Social and the location at which the material(s) appeared before it/they was/were removed. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible. Provide your name, address, telephone number ,and email address (if available). State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or Palm Beach County, Florida, if your address is outside of the United States). State that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us. Include the following statement: “I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.” The Counter-Notice must be signed.

The Counter-Notice must be sent to our designated DMCA designated agent at the following address: Darren Marks DMCA Designated Agent GromSocial.com 2060 NW Boca Raton Blvd. Suite 6 Boca Raton FL 33431.