MINIMA SOCIAL LLC

TERMS OF SERVICE

Last Updated October 16, 2026

These Terms of Service (including all of our other terms and policies referenced herein, these “Terms”) constitute a legal agreement between Minima Social LLC (“Minima Social”, “we”, “us”, or “our”), and you, regardless of your corporate form or if you are an individual, and it governs your use of, access to, and dealings with us, Minima Social’s website, accessible at minimasocial.com (the “Website”), the Minima Social social media platform made available through the Website (the “Platform”), and its integrated services, features, and tools, pursuant to the free or paid Subscription Plans (as defined below) as may be offered by Minima Social from time to time (together with the Platform, the “Services”). For the purposes of these Terms, the terms “you”, “your”, “yourself” and “User” mean you as the user of the Services. Throughout these Terms, you and Minima Social may each be referred to, individually, as a “Party”, or, collectively, as the “Parties”. If you have a disability, you may access these Terms in an alternative format by contacting help@minimasocial.com.

BY REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE SERVICES OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THESE TERMS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THESE TERMS; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THESE TERMS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THESE TERMS; (D) YOU ARE AGREEING THAT THESE TERMS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO THE SERVICES OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THESE TERMS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A “LEGAL ENTITY”) THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” AND “YOUR” IN THESE TERMS WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY.

Your access to and use of our Services are also subject to our Privacy Policy, the terms of which can be found directly on our website and the Platform and are incorporated herein by reference. By using the Services, you consent to the terms of the Privacy Policy.

IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY OR CAPACITY TO ENTER INTO THEM, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT THESE TERMS, AND YOU MUST NOT ACCESS, OR USE THE SERVICES. YOU AGREE AND ACKNOWLEDGE THAT DOWNLOADING, ACCESSING OR USING ANY PORTION OF THE SERVICES IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY.

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND MINIMA SOCIAL AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND MINIMA SOCIAL WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Changes to these Terms. We may unilaterally amend any part of these Terms at any time by posting amended terms on our Services, and you acknowledge that each time you use any of the Services, you agree to the current version of these Terms. However, unless you agree to changes to these Terms by using any of the Services, amendments we make to these Terms will not impose new obligations on you with respect to any actions you took before the change became effective. Any changes become effective as of the “Last Updated” date above.

2. Minima Social Services Overview. Minima Social provides Users with access to and use of its private social media platform via the currently available subscription plans which are designed to connect friends and family through an ad-free, private platform where data sharing between Users is elective and by Minima Social outside the Platform is restricted. Specifically, depending on the Subscription Plan selected, the Platform and Services enable Users to connect with other Users by mutual consent; share posts, replies, and images with audiences selected by the User; create filters and photo albums; send text-based direct messages to connections; create and participate in invite-only events; and create, join, and post in invite-only groups. Minima Social may offer its Services to Users under a free plan with limited features (the “Free Plan”) or under paid subscription tiers (together with the Free Plan, each, a “Subscription Plan”), subject to any use or access limitations set forth on the Services or otherwise presented to you by Minima Social. The features, connection limits, and Subscription Fees (as defined below) for each Subscription Plan are described on the plans and pricing page of the Website, as updated from time to time.

3. Your Account.

3.1 Account Activation. To access and use the Services, you must register and establish an account (an “Account”). To register for an Account, you must (a) complete the Account registration form, providing true, accurate, current and complete information in the form requested by us (collectively, “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Although we are not responsible for verifying Registration Data, if we have reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, or incomplete, we may suspend or terminate your Account and prohibit you from accessing or using the Services. Minima Social is not designed as an anonymous message board. Users are expected to identify themselves accurately and interact through accounts connected to real individuals or authorized business representatives. Pseudonymous, misleading, or impersonating use may be restricted under these Terms, even if a particular display-name field does not require a legal name. Your handle and display name are visible to other Users so that they can identify you, and your handle, display name, and profile picture must not contain any content prohibited under Section 6.4. We may reject, reassign, or require changes to account handles or display names that conflict with the operation, security, navigation, branding, or administration of the Service.

3.2 Account Eligibility. By using the Services, you represent that you are at least eighteen (18) years of age. The Services are not directed to, and may not be used by, anyone under the age of eighteen (18), and you may not create an Account on behalf of a minor. If we learn or have reason to believe that a User is under the age of eighteen (18), we may immediately suspend or terminate that User’s Account and delete the associated information. Additionally, we must not have previously disabled your account for a violation of law or any of our policies. By using the Services, you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations. If you are accepting these Terms on behalf of another legal entity, including a business or a government, you represent that you have full legal authority to bind such entity to these Terms.

3.3 Account Responsibility. You are solely responsible for any and all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party’s unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability – accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Unauthorized use of another’s Account or password is strictly prohibited.

3.4 Disabling Accounts. We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Service or infringe or violate any third-party rights, or violate any applicable laws or regulations.

3.5 Communications. By creating an Account, you consent to receive transactional and service-related communications from us, such as Account verification, security, and recovery messages, billing notices, and notices of changes to these Terms, by email and through notifications on the Services. Notifications on the Services are turned off by default and may be turned on or off in your Account settings. By providing your phone number, you consent to receive text messages from us solely for Account verification and Account recovery purposes (such as one-time passcodes). Message and data rates may apply, and you may reply STOP to opt out of text messages, although doing so may limit our ability to verify or recover your Account. We will send you marketing or promotional emails only if you have separately opted in to receive them, and you may opt out of such emails at any time by using the unsubscribe link in the email or by updating your Account settings.

4. Services.

4.1 License to the Services. Subject to the terms and conditions of these Terms, and based on your selected Subscription Plan, we grant to you, a non-exclusive, non-transferable, non-assignable, worldwide, limited right to access and use the Platform, as such Services may be modified, revised and updated in accordance with these Terms.

4.2 Statistical Information. We may compile, use, reproduce, and disclose statistical information related to the Services (“Statistical Information”) for product improvement and other purposes consistent with our Privacy Policy, provided that Statistical Information is anonymized, de-identified, or is otherwise not reasonably associated or linked to you (or any other identifiable individual person or entity). The right to use Statistical Information will survive termination of this Agreement.

4.3 Maintenance. You acknowledge that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new tools. In most instances, our infrastructure is designed to support updates by our engineering and support teams without the need to interrupt the Services. Where such maintenance activities are not reasonably anticipated to materially impact your use of the Services, we will have no obligation to provide notice to you regarding such maintenance activities. We will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.

4.4 Modifications to Services. We may update, add, modify or discontinue any aspect, feature, functionality or any other tool, within the Platform, at our own discretion and without further notice; however, if we make any material adverse change to the Platform or to the core functionality of the Platform, then we will notify you by posting/sending an announcement via the Services or by sending you an email. You expressly acknowledge and understand that the Platform may occasionally be unavailable due to upgrades, modifications, maintenance, or other work required or necessary, as determined by Minima Social in its sole and absolute discretion, with respect to Platform’s functionality. You further expressly acknowledge and understand that access to the Website and Platform may be delayed or slowed due to Internet traffic and other issues beyond Minima Social’s reasonable control.

4.5 Beta Features. We may, at our sole discretion, make certain features and/or services available to the you on a test basis which will be clearly designated as beta, pilot, limited release, non-production or by similar description (“Beta Feature”). Notwithstanding anything to the contrary in the Agreement, you acknowledge and agree that a Beta Feature is provided on an “as is” and “as available” basis without any liability and indemnity obligations, warranty, support, maintenance, or service level obligations of any kind. We do not guarantee that future versions of a Beta Feature will be released or that if such Beta Feature is made generally available, it will be substantially similar to the current Beta Feature. We may terminate your right to use any Beta Feature at any time for any reason. Without limitation, any early-access, pre-launch, or invitation-only release of the Platform, and any automated features we may introduce in the future, will be considered Beta Features until made generally available.

4.6 Technical Requirements. You shall be solely responsible for the hardware and related electronic equipment, software, and internet access to be able to access and use the Services, including, but not limited to, the Website and the Platform. Minima Social neither represents nor warrants that the Platform will be accessible through all browser releases or all versions of tablets, smartphones, or other computing devices.

4.7 Direct Messages. Direct messaging is available only on certain paid Subscription Plans and currently supports text only. We do not represent that direct messages are end-to-end encrypted. Although we do not routinely review direct messages, Minima Social may access direct messages as necessary to investigate a Report (as defined below), enforce these Terms, protect the safety of Users or others, or comply with applicable law.

4.8 Accessibility. We design the Services with the goal of conforming to the Web Content Accessibility Guidelines (WCAG). Image descriptions (alternative text) for images posted by Users are provided by the posting User and are not reviewed by Minima Social. You may choose in your Account settings to require yourself to add an image description before posting an image.

5. Use Rights to the Services; Disclaimers.

5.1 Restrictions on Use. Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. By using the Services, you represent, warrant, covenant, and agree to not:

(x) jeopardize the security of your or any other User’s account (such as allowing someone else to log in to your Account);

5.2 User Responsibility Disclaimer. You are solely responsible for any decisions or actions you take based on information obtained from the Services. You acknowledge that use of the Services, does not create any fiduciary relationship between you and Minima Social or any of its affiliates. You are also responsible for your own interactions with other Users, both on and off the Platform.

5.3 Third-Party Content. The Services may contain links to third party websites, services, special offers, or other events or activities not owned by us (“Third-Party Content”). We do not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third‑Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

6. User Content.

6.1 User Content and User Interactions. Our Services may allow for Users to post or message on the Platform to be viewable to certain other users, as well as such certain other interaction capability which may be offered or provided by Minima Social from time to time. You are solely responsible for the User Content (as defined below) that you publish or display via the Services to other users through any media form. “User Content” means any text, information, photos, data, materials, images, or other content that you submit, import, or post to the Services or otherwise which you provide to us, including, but not limited to, your profile information, contact information, and posts or messages you send, or upload to, the Services, and that is not Feedback (as defined below) owned by us. You should use care when sharing personal information within your User Content. If you provide personal information about others, you represent and warrant that you have obtained and will maintain any consents required to do so. As such, you hereby release Minima Social, its affiliates, and our and their managers, directors, officers, equity holders, agents, contractors, and representatives from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your or any other person’s User Content, your interactions with our Services, or other users.

6.2 License to User Content and Related Data. You hereby grant to us a non-exclusive, royalty-free, fully paid-up, worldwide right and license, sublicensable solely to our service providers acting on our behalf, to use, copy, modify, adapt, reproduce, create derivative works of, display, perform, publish, and distribute (internally and externally), in any form, medium or manner, your User Content solely for the purposes of operating, providing, maintaining, securing, and improving the Services and as required by applicable law, and authorize our vendors, suppliers, agents, and sub-contractors to do any of the foregoing. You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses in these Terms, and (b) the User Content and use by us of the User Content as licensed herein does not and will not violate, misappropriate, or infringe on the rights of any third party. We may remove any User Content from the Services for any reason at our discretion. This license ends when you delete the applicable User Content or your Account, except to the extent that (a) your User Content has been shared with other Users and remains part of their User Content (for example, within a reply thread or group), (b) retention is required by applicable law, or (c) copies remain in our backup systems for a limited period in accordance with our Privacy Policy. “Related Data” means data associated with or arising from your use of the Services, such as Account settings, log data, and technical information. We use Related Data solely to operate, maintain, secure, and improve the Services and as described in our Privacy Policy, and may use Related Data to create Statistical Information in accordance with Section 4.2. Minima Social does not sell your User Content or personal data, does not use your User Content or Related Data for targeted advertising, behavioral profiling, or algorithmic ranking, and does not license your User Content or personal data to third parties for their own purposes. Minima Social shall process personal data in accordance with applicable data protection laws, including the GDPR and CCPA, and the Privacy Policy. YOU ACKNOWLEDGE AND AGREE THAT MINIMA SOCIAL AND ITS AFFILIATES, SERVICE PROVIDERS ARE UNDER NO OBLIGATION TO COMPENSATE YOU OR PROVIDE ACCOUNTING FOR ANY USE OR DISCLOSURE OF YOUR USER CONTENT OR RELATED DATA UNDER THIS LICENSE. ALL DATA USE REMAINS SUBJECT TO OUR PRIVACY POLICY AND APPLICABLE LAWS. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.

6.3 Moderating User Content. You understand and agree that Minima Social may, but has no obligation to, moderate, review, or delete any User Content, in each case in whole or in part, that in the sole judgment of Minima Social, violates these Terms, might be offensive or illegal, or that might violate the rights or safety of other users. Minima Social does not pre-screen User Content and is not obligated to monitor the Services. Because you choose the Users with whom you connect and whose User Content you see, each User is primarily responsible for moderating his or her own experience on the Platform, including by unfollowing, removing, or blocking connections. Minima Social is not responsible for, and does not endorse, any User Content posted by any User. Nevertheless, Minima Social retains the right to remove any User Content from the Services and to suspend or terminate any Account, in its sole discretion. Users may flag or report User Content and block other users in accordance with Section 6.5 below.

6.4 Prohibited User Content. The following is a partial list of the kind of User Content that is illegal or prohibited on, via, or through the Services. Minima Social reserves the right to investigate and take appropriate legal action, in its sole discretion, against anyone who violates this provision, including without limitation, removing the offending communication from the Services and suspending or terminating the Accounts of such violators. These restrictions apply to all User Content, including handles, display names, profile pictures, and other profile information. It includes, but is not limited to, User Content that:

6.5 Reporting and Blocking. The Services provide a mechanism through which you may flag or report User Content or other user conduct that You believe is abusive, objectionable, illegal, or otherwise violates these Terms (a “Report”). Upon submission of a Report, the reported content or conduct may be reviewed by Minima Social, and Minima Social may take such action as it deems appropriate, in its sole discretion, including removing the applicable User Content and suspending or terminating the applicable user’s access to the Services, in accordance with Section 6.3 above. The Services also provide a mechanism through which you may block another user (a “Block”). Upon your initiation of a Block of another user: (a) that user’s User Content will be removed from your viewership; (b) that user will no longer be able to interact with you or your User Content through the Services; and (c) that user will not be notified of the Block, and any connection requests from that user will be silently declined. A Block does not by itself notify Minima Social of the underlying content or conduct. If you would like Minima Social to review content or conduct, please submit a Report. Minima Social may take further action with respect to any reported user in accordance with Section 6.3 above. Instructions for submitting a Report or initiating a Block are available on the Platform, and you may also contact us in accordance with Section 18 hereof for assistance.

6.6 Audience and Visibility of User Content. Posts and other User Content you share on the Platform are visible only to Users within the audience you select (for example, all of your connections, one or more of your filters, or only yourself) and are not made publicly available outside the Platform. Your profile information, by contrast, may be visible to other Users or, if you select the “anyone with a link” setting for any profile field, to members of the public who are not Users. You are responsible for selecting the privacy and audience settings appropriate for your User Content.

6.7 Copyright Infringement. We respect the intellectual property rights of others and respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that any User Content infringes your copyright, please send a notice that complies with 17 U.S.C. § 512(c)(3) to our designated copyright agent at: [Designated Agent Name, 8735 Dunwoody Place STE R, Atlanta, Georgia 30350, Email]. We may, in appropriate circumstances and in our discretion, remove or disable access to allegedly infringing User Content and terminate the Accounts of Users who are repeat infringers.

7. Intellectual Property.

7.1 Ownership. You agree that, as between you and us, we (and our licensors, where applicable) own all right, title and interest, including any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) that are created, generated, acquired, or used in connection with the Services, all content in or on the Services (other than your User Content), all proprietary technology owned or used by us, or made available to you by us, and all modifications, enhancements and improvements to any of the foregoing. We hereby reserve all rights not specifically granted to you in these Terms, and you agree that you will not make any use of any of the foregoing in any manner or for any purpose whatsoever except as expressly permitted by these Terms. Without limitation, the “Minima Social” name and logo, the other product and service names, trademarks, service marks and logos associated with us or the Services are trademarks or service marks of ours or of third parties, no right or license is granted to you to use them for any purpose whatsoever, and any goodwill arising from the use thereof will inure to the benefit of their respective owners. This Section does not limit any other rights or remedies we may have.

7.2 Feedback. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or our Services (collectively, “Feedback”). You hereby assign to us all right, title and interest to Feedback together with all associated Intellectual Property Rights. You will not be entitled to, and you hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

8. Pricing and Payment.

8.1 Platform Services Payment Terms. Unless otherwise expressly stipulated by us in a separate and duly executed agreement with you, all Services are licensed (but not sold) to you and are, with respect to our Services, offered on a recurring subscription basis via a Subscription Plan. By electing to license and use the Services under one of our Subscription Plans, you agree to pay the Subscription Fees (as defined below) pursuant to the Subscription Plan that you select and be subject to any limitations of such selected Subscription Plan set forth herein or via the Services.

8.2 Pricing and Subscription Fees. As specific to our Platform Services, you agree to pay us all fees (the “Subscription Fees”) for your access to, and use of, the Platform and Services that you order and purchase from us, in accordance with the payment terms set forth in this Section 8 or as presented to you on a personalized payment page. Our current Subscription Fees for each Subscription Plan offered are available on our Website, or through a personalized payment page of our Services. Paid Subscription Plans may be purchased on a monthly or annual basis, as offered on the Website. To the extent we provide the other feature or services for which we charge an additional fee that is not listed in the Subscription Plans’ pricing terms, we will provide you with notice of such additional fees prior to providing the feature or service (for example, by displaying the fee to you on a personalized payment acceptance web page; by displaying the fee to you, for your review and acceptance, within your designated Account or portal; or otherwise, by displaying the fee at the time you are using the feature to which the fee applies, and your use of the feature to which the fee applies constitutes your consent to such fee).

8.3 Subscription Period. As specific to our Platform Services, each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect as set forth on our Website or through a personalized payment page of our Services (the “Subscription Period”). The Subscription Period for your Subscription Plan begins on the earlier of (i) the date on which we provide you with access to the Platform, as applicable; or (ii) the Subscription Period commencement date set forth on the personalized payment acceptance web page for your Subscription Plan that you accept (the “Subscription Start Date”). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in duration to the concluded Subscription Period, unless you elect to change, terminate, or not renew your Subscription Plan, as provided in these Terms. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan. You may cancel automatic renewal at any time through your Account settings, as described in Section 8.14.

8.4 Payment of Subscription Fees. As specific to our Services, unless otherwise expressly stipulated by us in a separate and duly-executed agreement with you, the Subscription Fees will be based upon the Subscription Period and Subscription Plan that you select, and shall be due and payable by you to us prior to the Subscription Start Date and subsequently on the same day of each following month or year, as applicable to your chosen subscription plan, that you maintain an active Subscription Plan with us.

8.5 Changes to Fees. We expressly reserve the exclusive right to make changes to the prices of any of our Services, and to our pricing structure generally, at any time and in our sole discretion; provided, however, we will provide you with at least thirty (30) days’ advance notice of any such fee or pricing policy changes in accordance with the section titled “Notices” hereof. Notwithstanding the foregoing, however, no changes to the Subscription Fees due or payable by you will take effect during the current Subscription Period then in effect and will only enter into effect upon the beginning of the subsequent Subscription Period.

8.6 Payment Method. A valid credit card or other payment methods acceptable to us may be used to pay, as applicable, the Subscription Fees. You represent and warrant that we are authorized to use any payment method designated by you via the Services (“Payment Method”) and authorize our designated payment processor, to charge or debit such Payment Method for any applicable Subscription Fees. If the Payment Method cannot be verified, is invalid or is otherwise not acceptable to us, or our designated payment processor, your paid Subscription Plan may be downgraded in accordance with Section 8.12. In order to continue to access any Subscription Plan you must resolve any problem with us or our designated payment processor. We do not store your full payment card information.

8.7 Taxes Excluded. Our fees, including our Subscription Fees, do not include, and we are not responsible for, (i) any additional fees, charges, or duties imposed on you by any third party due to your use of the Services, including without limitation, any financial institution fees or processor or intermediary fees; or (ii) any taxes, levies, or duties or similar amounts related to the fees or your use of Services. You are responsible for paying all of the foregoing. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

8.8 No Refunds. No refunds of Subscription Fees will be provided for any reason, except as required by applicable law,, unless specifically authorized by Minima Social on a case by case basis in its sole discretion. ALL AMOUNTS PAID BY YOU FOR SERVICES ARE FINAL AND NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

8.9 Free Plan. No Payment Method is required for the Free Plan, and Sections 8.3 through 8.8 apply only to paid Subscription Plans. We may change the features or connection limits of the Free Plan in accordance with Section 4.4.

8.10 Upgrades. You may upgrade to a higher-tier Subscription Plan at any time. Upgrades take effect immediately, and you will be charged a prorated amount reflecting the difference between the Subscription Fees for your current Subscription Plan and the upgraded Subscription Plan for the remainder of your current Subscription Period.

8.11 Downgrades. You may downgrade to a lower-tier Subscription Plan at any time. Downgrades take effect at the end of your current Subscription Period, and you will retain access to the features of your current Subscription Plan until then. No refund or credit will be provided for a downgrade. Following a downgrade, you will retain your existing connections and any groups, events, filters, and other content you created under your prior Subscription Plan, and you may continue to manage and maintain them. However, you will not be able to use features that are unavailable under your new Subscription Plan.

8.12 Failed Payments. If we are unable to collect Subscription Fees when due, your Account will enter a grace period during which your Account will be treated as if it had been downgraded to the Free Plan, as described in Section 8.11, until the outstanding Subscription Fees are paid. If the outstanding Subscription Fees are not paid within fifteen (15) days, we may terminate your paid Subscription Plan, and your Account will remain on the Free Plan.

8.13 Promotional and Discount Codes. From time to time, we may offer promotional, discount, or referral codes. Valid codes may be applied at sign-up or at any time thereafter, and are subject to any additional terms presented with the code. Codes have no cash value, may not be sold or transferred unless we expressly permit it, and may be modified or discontinued by us at any time. Where a code applies to an upgrade or downgrade, Sections 8.10 and 8.11 will apply.

8.14 Cancellation. You may cancel your paid Subscription Plan at any time through your Account settings. Cancellation takes effect at the end of your then-current Subscription Period, after which your Account will revert to the Free Plan as described in Section 8.11. Cancelling a paid Subscription Plan does not delete your Account. To delete your Account, see Section 3.5.

9. Our Assistance. From time to time, we may offer additional assistance and/or services to you in connection with your use of Services. You may request support/assistance via the Services or by email to help@minimasocial.com.

10. Privacy Policy. Please refer to our Privacy Policy as updated from time to time, located at www.minimasocial.com/privacy or such other URL as we may provide from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

11. Monitoring. We are not obligated to monitor your use of the Services, and we do not routinely review User Content. However, we reserve the right, but not the obligation, to access and review your use of the Services, including any User Content inputted, uploaded, delivered, stored, transmitted, or otherwise made available via our Services, including, but not limited to, our Platform, as we deem necessary to investigate a Report, enforce these Terms, protect the safety of Users or others, or comply with applicable law. We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, once we become aware of any violation of these Terms. We may also disclose User Content and other information to law enforcement or other authorities where we believe in good faith that disclosure is required by law, including to report apparent child sexual abuse material to the National Center for Missing & Exploited Children.

12. Termination; Effect of Termination; Suspension. These Terms become effective on the date on which you register for, purchase subscriptions to, login to, access, or use the Services, or otherwise indicate your agreement to these Terms (whichever is earlier) and shall continue in full force and effect until terminated as set forth below.

12.1 Termination by Non-Renewal. You may elect not to renew your paid Subscription Plan at any time by cancelling it as described in Section 8.14. We may elect not to renew your paid Subscription Plan by providing notice to you, in accordance with the section titled “Notices” hereof, at least thirty (30) days prior to the conclusion of the Subscription Period then in effect (a “Non-Renewal Termination”).

12.2 Termination or Suspension by Us. Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you (including failure to make any payment when due); (ii) any act or omission by you that (a) constitutes a violation of these Terms or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof) or with any other User’s use of the Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of the Services, our systems or resources; or (iii) Minima Social electing to dissolve its company for any reason or Minima Social seeking to no longer provide certain offerings for any reason. Except for our termination of these Terms under Section 12.2(iii), neither termination of these Terms or suspension of your use of the Service relieves you of your obligation to pay amounts due to us.

12.3 Effect of Termination. Termination of these Terms for any reason also terminates all of your rights to use any and all Services. If you cancel your Subscription Plan for convenience before the end of the current Subscription Period, the fees for that Subscription Period are non-refundable and remain due, and you will retain access to your paid Subscription Plan until the end of that Subscription Period.

12.4 SURVIVAL. ANY PROVISIONS OF THESE TERMS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THESE TERMS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.

13. Indemnity. You will defend, indemnify and hold harmless us, our licensors, affiliates, subsidiaries, successors, assigns, and our and their equityholders, directors, managers, officers, employees, and agents (each individually an “Indemnitee” and collectively “Indemnitees”), to the fullest extent permissible under applicable law, against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal and accounting fees) suffered by any indemnitee arising from or in connection with any of the following (except to the extent caused by our own negligence or willful misconduct):

(a) your use of the Services or your breach of any provision of these Terms;

(b) any of your User Content, including without limitation any claim by any third party:

(c) any negligent, willful, purposeful, fraudulent, or unlawful acts or omissions by you.

All Indemnitees are expressly made third party beneficiaries of this Section 13. This Section 13 will survive the termination of these Terms for any reason.

14. Disclaimer of Warranties. Your use of the Services is at your own risk. The Services are provided on an “as is” and “as available” basis. You agree that, except as specifically stated in these Terms, we do not make any warranty or representation of any kind, either express or implied with respect to the Services, (including, without limitation, any data, information, outputs, projections, suggestions, etc. obtained through any Services). Without limiting the foregoing, we make no representations or warranties as to the completeness, security, reliability, quality, accuracy or availability of the Services, that services or the computing environment that make them available are free of viruses or other harmful components or that the Services, will be accurate, complete, up-to-date, secure, error-free, uninterrupted, or otherwise meet your needs or expectations. To the fullest extent permitted by law, we hereby disclaim all representations and warranties of any kind not specifically stated in these Terms, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for a particular purpose. This Section 14 will survive termination of these Terms for any reason. Minima Social does not conduct background checks on Users, does not verify the identity of Users beyond the necessary verification steps, and is not responsible for the conduct of any User, whether on or off the Platform. If you access or use the services from outside the United States of America, you do so on your own initiative and are responsible for compliance with local laws, rules and regulations.

15. Disclaimer of Damages. IN NO EVENT WILL MINIMA SOCIAL, ITS AFFILIATES, OR ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF US, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 15 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

16. Limitation of Liability. IN NO EVENT WILL THE LIABILITY OF MINIMA SOCIAL, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON OUR BEHALF, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO US OR BY US TO YOU UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE MAXIMUM AGGREGATE LIABILITY OF MINIMA SOCIAL, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS FOR ALL CLAIMS UNDER, IN CONNECTION WITH OR ARISING OUT OF, THESE TERMS (WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE) WILL NOT EXCEED THE SUBSCRIPTION FEES RECEIVED BY MINIMA SOCIAL FROM THE USER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO: (A) THE USER’S OBLIGATION TO PAY THE SUBCRIPTION FEES, (B) WILLFUL MISCONDUCT OF THE USER, OR (C) THE USER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13. THIS SECTION 16 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

17. Arbitration, Class-Action Waiver, and Jury Waiver.

17.1 Applicability of Arbitration Agreement. Both parties agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis. For clarity, the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.

 

17.2 Initiating Arbitration. Before you commence arbitration of a claim, you must provide us with a written notice (a “Notice of Dispute”) that includes your name, residence address, username, email address or phone number you use for your Account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Minima Social LLC, ATTN:  Arbitration Filing 8735 Dunwoody Place, STE R, Atlanta, Georgia 30350.

  

17.3 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through JAMS (“JAMS”) and will be governed by their commercial arbitration rules, which are then in effect. If JAMS is not available to arbitrate, the Parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Atlanta, Georgia. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the Party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  17.4 Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Minima Social. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages, as well as attorney fees, and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Minima Social.

 

17.5 Waiver of Jury Trial. YOU AND MINIMA SOCIAL WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Minima Social are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Minima Social over whether to vacate or enforce an arbitration award, YOU AND MINIMA SOCIAL WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

 

17.6 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 19.1.

17.7 Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the Party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

 

17.8 Opt-out. You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Account, and a clear statement that you want to opt out of this arbitration agreement, and you must send them here:  to Minima Social LLC, ATTN:  Arbitration Filing, 8735 Dunwoody Place, STE R, Atlanta, Georgia 30350.

  17.9 Arbitration Agreement Survival. This arbitration agreement will survive the termination OR EXPIRATION OF THESE TERMS.

17.10 Enforcement of the Minima Social’s Intellectual Property. You acknowledge and agree that, in addition to or in lieu of arbitration pursuant to this Section 17, we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court of law or other forum having jurisdiction.

18. Notices. We may deliver any notice required or permitted hereunder (i) via a notice appearing in your account or on the Services or (ii) via electronic mail to your contact information on record with us in your Account information, which notice will be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Services (for example, changes to your Account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your Account page to update your contact information or, as available, to turn on or off your Subscription Plan’s auto-renewal). Otherwise, all notices to us under these Terms (including notices of claims or disputes or to initiate arbitration) must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) reputable national or international mail courier with proof of delivery, or (v) our Minima Social email address with confirmation of receipt by Minima Social. Our current mailing address and email address is:

Attn: Terms Notices

8735 Dunwoody Place, STE R,

We may change this notice address by updating these Terms or by listing a new address on the applicable Services. You are responsible for making sure that you are sending notices to our most current address. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION 18 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

19. Miscellaneous

. This Section 19 and its subsections will survive termination of these Terms for any reason.

19.1 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of Georgia, without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court having jurisdiction. For all other proceedings, the federal and state courts located in Atlanta, Georgia will have exclusive jurisdiction. You waive any objection to venue in any such courts.

19.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.

19.3 Waiver; Amendment; Assignment. No waiver of any right or remedy by us will be valid unless in writing, and waiver of a right or remedy on one occasion by us will not be deemed a waiver of such right or remedy on any other occasion. Except as otherwise provided in these Terms, these Terms may not be amended or modified except by a writing signed by you and us. You may not assign these Terms or any of your rights or obligations and any attempt to do so will be void. We may freely assign these Terms or any of our rights or obligations (in whole or in part, including without limitation in connection with the sale, assignment, or other divestiture of some or all of our assets or business that relate to all or any portion of the Services), and you waive notice of such assignment.

19.4 Force Majeure. We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.

19.5 Headings; Language. Section titles and headings in these Terms are provided for convenience only and do not affect or limit the meaning or interpretation of the Terms. The official language of these Terms is English. In the event these Terms are translated, the English version will control, and translations into languages other than English will not be construed as official or original versions of these Terms. All contract interpretations, notices, and dispute resolutions will be in English.

19.6 Entire Agreement. These Terms sets forth the entire agreement and understanding between you and us pertaining to its subject matter, superseding all prior or contemporaneous discussions, agreements, promises or understandings between you and us pertaining to such subject matter. Any additional or varying terms contained in your preprinted forms, correspondence or other documents transmitted to us, will be of no effect, unless otherwise expressly provided in these Terms, and are hereby rejected in advance.

[End of Terms of Service]