Beat Freaks Terms of Service

Welcome to Beat Freaks!

By signing up for a Beat Freaks Account (as defined in Section 1) or by using any Beat Freaks Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us”, “our” and “Beat Freaks”

means the applicable Beat Freaks Contracting Party (as defined in Section 13 below), and “you” means the Beat Freaks User (if registering for or using a Beat Freaks service as an individual), or the business employing the Beat Freaks User (if registering for or using a Beat Freaks service as a business) and any of its affiliates.

Beat Freaks provides features on its platform which includes a range of tools for users to build and customize an online page to sell in multiple

places {including web, mobile, social media, online marketplaces and other online locations (“Online Services”)}. Services include payments,

fulfillment, business operations, marketing, advertising, and engaging with existing and potential customers. Any such service or services offered by Beat Freaks are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://Beat Freakks.com.

You must read, agree with and accept all of the terms and conditions

contained or expressly referenced in these Terms of Service, including Beat Freaks’ Acceptable Use Policy (“AUP”) and Privacy Policy, the Beat Freaks API License and Terms of Use (“API Terms”) and the Beat Freaks Data Processing Addendum (“DPA”) before you may sign up for a Beat Freaks Account or use any Beat Freaks Service.

Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using Beat Freaks or any Beat Freaks services, you are agreeing to these terms. Be sure to occasionally check back for updates.

Account Terms

You are responsible for your account, the material s you upload to the Beat Freaks Service and the operation of your Beat Freaks Page. If you violate Beat Freaks’ terms of service, we may cancel your service access. If we need to reach you, we will communicate via the Primary Email Address.

To access and use the Services, you must register for a Beat Freaks account (“Account”). To complete your Account registration, you must

provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Beat Freaks may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

You confirm that you are receiving any Services provided by Beat Freaks for the purposes of carrying on a business activity and not for any personal, household or family purpose.

You acknowledge that Beat Freaks will use the email address you provide on opening an Account or as updated by you from time to time as the

primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Beat Freaks and your Primary Email Address must be capable of both sending and

receiving messages. Your email communications with Beat Freaks can only be authenticated if they come from your Primary Email Address.

You are responsible for keeping your password secure. Beat Freaks cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these

requirements at our discretion.

Technical support in respect of the Services is only provided to Beat Freaks Users. Questions about the Terms of Service should be sent to Beat Freaks Support.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Beat Freaks.

You agree not to work around, bypass, or circumvent any of the technical

limitations of the Services, including to process orders outside Beat Freaks’

Checkout, use any tool to enable features or functionalities that are

otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated

means.

You understand that your Materials may be transferred unencrypted and

involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

“Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price),

and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your

affiliates to Beat Freaks or its affiliates.

Account Activation

Only one person can be the “Page Owner”, usually the person signing up for the Beat Freaks Service. The Page Owner is responsible for the

Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account.

We automatically create certain accounts for you to accept payments. You are responsible for activating and deactivating these accounts and

complying with their terms, which may be with various third parties, including but not limited to PayPal, Apple Pay, and Google Payment.

Page Owner

Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Page Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Page Owner in connection with the Service. You are responsible for ensuring that the name of the

Page Owner (including the legal name of the company that owns the Page, if applicable) is clearly visible on the Page’s website.

If you are signing up for the Services on behalf of your employer, your

employer will be the Page Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email

address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

Your Beat Freaks Page can only be associated with one Page Owner. A Page Owner may have multiple Beat Freaks Pages. You agree to use Beat Freaks Checkout for your Page. “Page” means the Online Page/personal website.

Beat Freaks Rights

Beat Freaks has the right to control who we make our Services available to and we can modify them at any time. We also have the right to refuse or

remove material s from any part of the Services, including your Page.

The Services have a range of features and functionalities. Not all Services or features will be available to all users at all times, and we are under no obligation to make any Services or features available in any jurisdiction.

Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

Beat Freaks does not pre-screen material s, and it is in our sole discretion to refuse or remove any material s from any part of the Services, including if we determine in our sole discretion that the goods or services that you

offer through the Services, or the material s uploaded or posted to the Services, violate our AUP or these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or

retribution) of any Beat Freaks employee, member, or officer will result in immediate Account termination.

We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Beat Freaks employees and contractors may also be Beat Freaks customers or merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership.

Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an

entity.

Beat Freaks reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Page Owner. If we are unable to reasonably determine the rightful Page Owner, without

prejudice to our other rights and remedies, Beat Freaks reserves the right to temporarily suspend or disable an Account until resolution has been

determined between the disputing parties.

Your Responsibilities

You are responsible for your Beat Freaks Page, the goods or services you sell, and your relationship with your customers, not us. If you access the Beat Freaks API, your use of the Beat Freaks API is subject to the API

Terms.

You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfilment timelines on your Beat Freaks Page.

You acknowledge and agree that the Services are not a marketplace, and

any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Beat Freaks Page, your materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required

legal disclosures, regulatory compliance, alleged or actual violation of

applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your

breach of these Terms of Service. You represent and warrant that your Page, your Material s and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any

applicable laws, regulations or rights of third parties. For the avoidance of doubt, Beat Freaks will not be the seller or merchant of record and will

have no responsibility for your Page or items sold to customers through the Services.

You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you

calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

You may not use the Beat Freaks Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction. You will comply with all applicable

laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be

necessary to operate your Page or that may be held by you) in your use of the Service and your performance of obligations under the Terms of

Service.

The API Terms govern your access to and use of the Beat Freaks API (as

defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.

You agree to use Beat Freaks Checkout for any sales associated with your online Page. “Beat Freaks Checkout” means Beat Freaks’ checkout

experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order, including checkouts that occur through the Beat Freaks Checkout API.

Payment of Fees and Taxes

A valid payment method (such as a credit card) must remain on file to pay all service fees, including the subscription, transaction and additional fees

required for all Pages. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your

payment method. If we are unable to process payment of Fees using your payment method, we may make subsequent attempts to process payment of Fees using your payment method. If payment of Fees is unsuccessful within 28 days of our initial attempt to process payment, Beat Freaks may freeze your Page. You are responsible for all taxes relating to your Page or use of the Services. You may be required to remit Taxes to Beat Freaks or to self-remit to your local taxing authority. No refunds.

You will pay the Fees applicable to your subscription to Online Service

and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales

made through your Page when using all payment providers other than Beat Freaks Payments (“Transaction Fees”), and any fees relating to your

purchase or use of any products or services such as Beat Freaks

Payments, POS Equipment, shipping, apps, Themes, domain names, Experts Marketplace, or Third-party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are

referred to as the “Fees”.

You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Beat Freaks will charge applicable Fees to any valid

payment method that you authorize (“Authorized Payment Method”), and Beat Freaks will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all

outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S.

currency.

Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Beat Freaks’ discretion. You will be

charged on each Billing Date for all outstanding Fees that have not

previously been charged. Fees will appear on an invoice, which will be sent to the Page Owner via the Primary Email Address provided. An invoice will appear on the Account page of your Page’s administrative console. Users have approximately two weeks to bring up and settle any issues with the

billing of Subscription Fees.

If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process

payment of Fees using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You

may not be able to access your Account or your Page during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Beat Freaks reserves the right to terminate your

Account.

All Fees are exclusive of applicable federal, provincial, state, local or other

governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Beat Freaks’ products and services. To

the extent that Beat Freaks charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from

payment of such Taxes, you must provide us with evidence of your

exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Beat Freaks of your exemption. If you are not charged Taxes by Beat Freaks, you are responsible for determining if Taxes are payable,

and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to Beat Freaks under these Terms of Service will be paid free and clear of any deductions or

withholdings whatsoever. Other than Taxes charged by Beat Freaks to you and remitted to the appropriate tax authorities on your behalf, any

deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Beat Freaks will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

You are solely responsible for determining, collecting, withholding,

reporting, and remitting applicable taxes, duties, fees, surcharges, and additional charges that arise from or as a result of any sale on your Beat Freaks Page or your use of the Services. The Services is not a

marketplace. Any contract of sale made through the Services is directly between you and the customer.

You must maintain an accurate location in the administrative console of your Beat Freaks Page. If you change jurisdictions, you must promptly update your location in the administrative console.

Beat Freaks does not provide refunds.

Confidentiality

Both you and Beat Freaks agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

“Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known,

including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists,

and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Beat Freaks’ Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and

in accordance with any other obligations in these Terms of Service

including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such

Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter

contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any

information that the receiving party can prove: (A) was already in the public

domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently

developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of

these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

Limitation of Liability and Indemnification

We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third-party. The Service is provided on an “as is” and “as available” basis. We provide no warranties and our liability is limited in the event of errors or interruptions.

You expressly understand and agree that, to the extent permitted by

applicable laws, Beat Freaks and its suppliers will not be liable for any

direct, indirect, incidental, special, consequential or exemplary damages,

including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Beat Freaks partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including

reasonable attorneys’ fees, made by any third-party due to or arising out of

(a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the

rights of a third-party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to

Federal and State consumer protection laws), or your breach of the Terms of Service.

You will be responsible for any breach of the Terms of Service by your

affiliates, agents or subcontractors and will be liable as if it were your own breach.

Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition,

express, implied or statutory.

Beat Freaks does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

Beat Freaks does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

Beat Freaks is not responsible for any of your tax obligations or liabilities related to the use of Beat Freaks’ Services.

Beat Freaks does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the

Services will meet your expectations, or that any errors in the Services will be corrected.

Intellectual Property and Your Materials

Anything you upload remains yours (if it was yours) and is your

responsibility, but Beat Freaks can use and publish the things you upload. Anything uploaded to Beat Freaks remains the property and responsibility of its initial owner. However, Beat Freaks will receive a license of materials published through our platform that we may use to operate and promote our Services.

Your Materials

We do not claim ownership of the Materials you provide to Beat Freaks; however, we do require a license to those Materials. You grant Beat Freaks a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, publicly

perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the

Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our

rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You

irrevocably waive any and all moral rights you may have in the Materials in favor of Beat Freaks and agree that this waiver may be invoked by anyone who obtains rights in the materials through Beat Freaks, including anyone to whom Beat Freaks may transfer or grant (including by way of license or sublicense) any rights in the Materials.

If you owned the Materials before providing them to Beat Freaks then, despite uploading them to your Beat Freaks Page they remain yours, subject to any rights or licenses granted in the Terms of Service or

elsewhere. You can remove your Beat Freaks Page at any time by deleting your Account. Removing your Beat Freaks Page does not terminate any

rights or licenses granted to the Materials that Beat Freaks requires to

exercise any rights or perform any obligations that arose during the Term.

You agree that Beat Freaks can, at any time, review and delete any or all of the Materials submitted to the Services, although Beat Freaks is not

obligated to do so.

You grant Beat Freaks a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks,

service marks and logos associated with your Page (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Beat Freaks requires the license to exercise any rights or perform any obligations that

arose during the Term.

Beat Freaks Intellectual Property

You agree that you may not use any trademarks, logos, or service marks of Beat Freaks, whether registered or unregistered, including but not limited to the word mark BEAT FREAKS, the word mark and design mark (“Beat

Freaks Trademarks”) unless you are authorized to do so by Beat Freaks in writing. You agree not to use or adopt any marks that may be considered confusing with the Beat Freaks Trademarks. You agree that any variations or misspellings of the Beat Freaks Trademarks would be considered

confusing with the Beat Freaks Trademarks.

You agree not to purchase, register, or use search engine or other pay-per- click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level

domains, sub-domains, and page URLs) that use or include Beat Freaks or

Beat Freaks Trademarks or that use or include any terms that may be confusing with the Beat Freaks Trademarks.

You acknowledge and agree that the Terms of Service do not give you any right to implement Beat Freaks patents.

Additional Services
- Third-party Services and Experts

We are not responsible for third-party services, so use them at your own

risk. If you choose to use Third-party Services on the Beat Freaks platform, you consent to us sharing your data (and potentially the data of your customers) to those services. If you use Third-party Services, you agree that we do not provide a warranty, so get advice beforehand.

Beat Freaks may from time to time recommend, provide you with access to, or enable third-party software, applications (“Apps”), products, services or website links (collectively, “Third-party Services”) for your consideration or use, including via the Beat Freaks. Such Third-party Services are made available only as a convenience, and your purchase, access or use of any such Third-party Services is solely between you and the applicable third- party services provider (“Third-party Provider”). In addition to these Terms

of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third-party Providers.

Any use by you of Third-Party Services offered through the Services, Beat Freaks Experts, or Beat Freaks’ website is entirely at your own risk and

discretion, and it is your responsibility to read the terms and conditions

and/or privacy policies applicable to such Third-Party Services before using them. In some instances, Beat Freaks may receive a revenue share from

Third-party Providers that Beat Freaks recommends to you or that you otherwise engage through your use of the Services, Beat Freaks Experts, or Beat Freaks’ website.

We do not provide any warranties or make representations to you with

respect to Third-party Services. You acknowledge that Beat Freaks has no control over Third-party Services and will not be responsible or liable to you or anyone else for such Third-Party Services. The availability of Third-Party Services on Beat Freaks’ websites, or the integration or enabling of such

Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Beat Freaks. Beat Freaks does not guarantee the availability of Third-Party

Services and you acknowledge that Beat Freaks may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. Beat Freaks is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service.

Beat Freaks strongly recommends that you seek specialist advice before using or relying on Third-party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.

If you install or enable a Third-Party Service for use with the Services, you grant us permission to allow the applicable Third-Party Provider to access your data and other Material s and to take any other actions as required for the interoperation of the Third-Party Service with the Services, and any

exchange of data or other Material s or other interaction between you and the Third-Party Provider is solely between you and such Third-Party

Provider. Beat Freaks is not responsible for any disclosure, modification or deletion of your data or other Material s, or for any corresponding losses or damages you may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to your data or other Material s. Google Maps is a

Third-Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth

Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be

amended by Google from time to time.

You acknowledge and agree that: (i) by submitting a request for assistance or other information, you consent to being contacted by one or more Experts at the Primary Email Address (or such other email address provided by you) as well as the applicable user email address; and (ii) Beat Freaks

will receive all email communications exchanged in any reply emails (each a “Reply”) that originate (directly or indirectly) between yourself and Experts.

You further agree that Beat Freaks may share your contact details and the background information that you submit with Experts. Experts may require access to certain admin pages on your Beat Freaks Page. You choose the pages that the Experts can access.

The relationship between you and any Third-Party Provider is strictly between you and such Third-Party Provider, and Beat Freaks is not

obligated to intervene in any dispute arising between you and a Third-Party Provider.

Under no circumstances will Beat Freaks be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third-Party Services or your contractual relationship with any Third-Party Provider, including any

Expert. These limitations will apply even if Beat Freaks has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

reasonable attorneys’ fees, arising out of your use of a Third-party Service or your relationship with a Third-party Provider.

Feedback and Reviews

We welcome customer feedback but are under no obligation to ensure that ideas and suggestions regarding our Services or the services of third

parties remain confidential and we can use the feedback in any way we want.

Beat Freaks welcomes any ideas and/or suggestions regarding

improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of

the Services, Third-party Services or any Third-Party Provider (collectively, “Feedback”) to Beat Freaks be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Beat Freaks (whether submitted directly to Beat Freaks or posted on any Beat Freaks hosted forum or page), you waive any and all rights in the Feedback and that Beat Freaks is free to implement and use the Feedback if desired, as

provided by you or as modified by Beat Freaks, without obtaining

permission or license from you or from any third-party. Any reviews of a

Third-Party Service or Third-Party Provider that you submit to Beat Freaks must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of

intellectual property rights, or otherwise injurious to third parties or objectionable. Beat Freaks reserves the right (but not the obligation) to

remove or edit Feedback of Third-Party Services or Third-Party Providers, but does not regularly inspect posted Feedback.

DMCA Notice and Takedown Procedure

Beat Freaks respects intellectual property rights and you should too. If we receive a DMCA Notice, we may disable access or remove the allegedly

infringing content from your Page. If you don’t think the claim is valid, you can send a counter notification. If you believe one of our merchants is

infringing your intellectual property rights, you can send Beat Freaks a DMCA Notice. We will expeditiously disable access or remove the content and notify the merchant.

Beat Freaks supports the protection of intellectual property and asks Beat Freaks merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our

merchants is infringing their intellectual property rights, they can send a DMCA Notice to Beat Freaks’ designated agent using our form. Upon

receiving a DMCA Notice, we may remove or disable access to the Material s claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business

days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we remove the material. Learn more at Reporting Intellectual Property Infringement.

Privacy and Data Protection

Beat Freaks’ use and collection of personal information is governed by our Privacy Policy. Beat Freaks’ use and collection of customer personal

information is further governed by our Data Processing Addendum.

Beat Freaks is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Beat Freaks’ collection, usage

and disclosure of this personal information is governed by our Privacy Policy.

To the extent that Beat Freaks processes personal information of your

customers as a “data processor” or “service provider” under certain data privacy or protection laws, Beat Freaks’ collection and use of personal

information is also subject to our Data Processing Addendum.

Beat Freaks Contracting Party

If the billing address of your Page is located in the United States:

“Beat Freaks Contracting Party” means Beat Freaks is a subsidiary of VRJ & Associates, LLC located at 16106 Dawn Marie Lane Sugar Land, TX 77498.

The parties irrevocably and unconditionally submit to the exclusive

jurisdiction of the courts of the United States in respect to any dispute or claim arising out of or in connection with the Terms of Service. The United

Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

The parties irrevocably agree that the courts of Texas are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection

with the Terms of Service and that accordingly any proceedings arising out of or in connection with the Terms of Service will be brought in such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly

excluded.

Term and Termination

To initiate a termination, you must contact Support. Beat Freaks will

respond with specific information regarding the termination process for your account. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.

We may terminate your account at any time.

The term of these Terms of Service will begin on the date of your

completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).

You may cancel your Account and terminate the Terms of Service at any time by contacting Beat Freaks Support and then following the specific instructions indicated to you in Beat Freaks’ response.

Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any

time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the

Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

Upon termination of the Services by either party for any reason:

Beat Freaks will cease providing you with the Services and you will no longer be able to access your Account;

unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

any outstanding balance owed to Beat Freaks for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

your Beat Freaks Page will be taken offline.

If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

Modifications

If we make a material change to the Terms of Service that adversely affects your rights under the Terms of Service or your use of our Services in a

material way, we will notify you in advance (unless the change relates to legal requirements or to prevent abuse of our Services, among other things).

We reserve the right, in our sole and absolute discretion, to update or

change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that

materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address,

providing notice through the Beat Freaks administrative console, or by similar means. However, Beat Freaks may make changes that materially

adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or

activities that we deem unsafe, inappropriate, or offensive. Unless we

indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we

provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

Beat Freaks may change the Fees for the Services from time-to-time. We will provide you with 30 days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Beat Freaks administrative console, or by similar means. Beat Freaks

will not be liable to you or to any third-party for any modification, price

change, suspension or discontinuance of the Services (or any part thereof).

General Conditions

The Terms of Service, including the documents it incorporates by

reference, constitute the entire agreement between you and Beat Freaks and govern your use of the Services and your Account, superseding any prior agreements between you and Beat Freaks (including, but not limited to, any prior versions of the Terms of Service).

The failure of Beat Freaks to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions

and other documents it incorporates by reference, is held by a court of

competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original

provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

Save for Beat Freaks and its affiliates, you or anyone accessing Beat Freaks Services pursuant to these Terms of Service, unless otherwise

provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been

identified by name, as a member of a class or as answering a particular

description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

The Terms of Service will be governed by and interpreted in accordance with the laws of the United States of America and Texas applicable therein, without regard to principles of conflicts of laws.

The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Beat Freaks’ Terms of Service available in another language, the most current English version of the Terms of Service at https://www.Beat Freaks.com will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Beat Freaks (acting in its sole discretion) or as required by applicable law.

All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Beat Freaks will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or

otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third-party without Beat Freaks’ prior written consent, to be given or withheld in Beat Freaks’ sole discretion.

If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other

provision (or the unaffected portion of the provision) of the Terms of

Service, and the Terms of Service will be construed as if such invalid, illegal

or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for

performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a

result of termination; and Sections 1 (Account Terms), 5 (Payment of Fees), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8.1

(Intellectual Property and Your Materials), 9 (Third-party Services and Experts), 10 (Feedback and Reviews), 12 (Privacy and Data Protection), 13 (Beat Freaks Contracting Party), 14 (Cancellation and Termination), 15(1) (Modifications), and 16 (General Conditions) will survive the termination or expiration.

Miraculous

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