Terms and Conditions

BINDING AGREEMENT - MANDATORY ACCEPTANCE

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE, MAKING ANY PAYMENT, OR CONTRACTING WITH FRENCHY DIGITAL, L.L.C. FOR ANY SERVICE OR RELATED SERVICES.

BY (A) ACCESSING OR USING THE SITE OR SERVICE, (B) MAKING ANY PAYMENT TO FRENCHY DIGITAL, L.L.C., (C) EXECUTING ANY AGREEMENT OR WORK ORDER, (D) CLICKING "I ACCEPT" OR ANY SIMILAR BUTTON, OR (E) ENGAGING IN ANY BUSINESS RELATIONSHIP WITH FRENCHY DIGITAL, L.L.C., YOU EXPRESSLY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.

YOUR PAYMENT TO FRENCHY DIGITAL, L.L.C. CONSTITUTES YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE SITE, MAKE ANY PAYMENT, OR ENGAGE WITH FRENCHY DIGITAL, L.L.C. IN ANY CAPACITY.

THESE TERMS CONTAIN MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Definitions

For purposes of these Terms and Conditions:

• "Company," "We," "Us," "Our" refers to Frenchy Digital, L.L.C.
• "Client," "You," "Your" refers to any individual, entity, or organization that accesses the Site, makes payment, or engages our services
• "Site" refers to frenchydigital.com and all associated websites, platforms, and digital properties
• "Services" refers to all services provided by Frenchy Digital, L.L.C., including but not limited to mobile app development, web development, design, consulting, AI integration, maintenance, and any other professional services
• "Developed IP" refers to all intellectual property created, developed, or delivered by Frenchy Digital, L.L.C. during the provision of Services
• "Agreement" refers to these Terms and Conditions and any associated Work Statements, proposals, quotes, or contracts
• "Payment" includes all forms of payment including but not limited to deposits, installments, setup fees, monthly fees, project payments, and any other financial consideration
• "Frenchy Brand Assets" refers to all trademarks, service marks, logos, trade names, trade dress, brand identifiers, domain names, website content, and any other intellectual property or branding elements owned by or associated with Frenchy Digital, L.L.C.

2. Acceptance of Terms

2.1 Binding Agreement

These Terms and Conditions constitute a legally binding agreement between you and Frenchy Digital, L.L.C. Your acceptance occurs automatically upon:

• Making any payment to Frenchy Digital, L.L.C. by any method
• Accessing or using the Site
• Executing any agreement, quote, proposal, or work order
• Clicking any "accept," "agree," or similar button
• Receiving or using any Services
• Engaging in any communication regarding Services
• Any other interaction with Frenchy Digital, L.L.C. in a business capacity

2.2 Payment as Acceptance

CRITICAL: ANY PAYMENT MADE TO FRENCHY DIGITAL, L.L.C. BY ANY METHOD (INCLUDING BUT NOT LIMITED TO WIRE TRANSFER, CREDIT CARD, DEBIT CARD, ACH, PAYPAL, CRYPTOCURRENCY, CHECK, MONEY ORDER, OR ANY OTHER FORM OF PAYMENT) CONSTITUTES YOUR FULL, UNCONDITIONAL, AND IRREVOCABLE ACCEPTANCE OF THESE TERMS AND CONDITIONS.

By making payment, you acknowledge that:

• You have read and understood these Terms and Conditions in their entirety
• You agree to be bound by all provisions herein
• You waive any right to claim lack of knowledge or understanding
• You accept all limitations of liability and disclaimers
• You agree to all payment and refund policies
• You consent to the jurisdiction and venue provisions

2.3 No Oral Modifications

These Terms and Conditions can only be modified by a written document signed by an authorized officer of Frenchy Digital, L.L.C. No oral agreements, representations, or modifications are valid or enforceable.

2.4 Entire Agreement

These Terms and Conditions, together with any written Work Statements, proposals, or quotes executed by both parties, constitute the entire agreement between you and Frenchy Digital, L.L.C., superseding all prior oral or written communications, proposals, or understandings.

3. Copyright, Licenses, and Intellectual Property Protection

3.1 Company Intellectual Property

The entire contents of the Site, including but not limited to text, graphics, code, software, designs, templates, methodologies, processes, documentation, and all other materials, are protected by international copyright, trademark, patent, and trade secret laws. The owner of these intellectual property rights is FRENCHY DIGITAL, L.L.C.

3.2 Prohibited Uses

YOU MAY NOT, UNDER ANY CIRCUMSTANCES:

• Modify, copy, reproduce, republish, upload, post, transmit, or distribute any material from the Site
• Reverse engineer, decompile, or disassemble any software or code
• Remove or alter any copyright, trademark, or proprietary notices
• Use any material for commercial purposes without written authorization
• Create derivative works based on Site content or Company IP
• Frame or mirror any Site content
• Use automated systems or software to extract data from the Site
• Access or attempt to access any non-public areas of the Site
• Reproduce, copy, or distribute any Frenchy Brand Assets
• Use Frenchy Brand Assets to create confusion or mislead others
• Scrape, harvest, or collect any content from the Site

3.3 License Grant

Subject to full payment and compliance with these Terms, Frenchy Digital, L.L.C. may grant you a limited, non-exclusive, non-transferable, revocable license to use Developed IP solely for your internal business purposes as specifically outlined in the applicable Work Statement.

3.4 Reservation of Rights

All rights not expressly granted to you are reserved by Frenchy Digital, L.L.C. No license or right is granted by implication, estoppel, or otherwise.

4. Trademarks, Brand Protection, and Anti-Fraud Provisions

4.1 Company Trademarks and Brand Assets

All Frenchy Brand Assets including but not limited to:

• The name "Frenchy Digital"
• All variations of the company name
• All logos, wordmarks, and design marks
• All trade dress and brand identifiers
• Domain names including frenchydigital.com and all variations
• Social media handles and profiles
• Website design, layout, and content
• Marketing materials and templates
• Brand colors, fonts, and style elements
• Any other branding or identifying elements

ARE THE EXCLUSIVE PROPERTY OF FRENCHY DIGITAL, L.L.C. AND ARE PROTECTED UNDER:

• United States trademark law (15 U.S.C. §1051 et seq.)
• State trademark and unfair competition laws
• Federal and international copyright laws
• Common law trademark rights
• Trade dress protection
• Cybersquatting laws (15 U.S.C. §1125(d))
• False advertising laws
• Fraud and criminal impersonation statutes

4.2 Absolute Prohibition on Unauthorized Use

YOU ARE STRICTLY PROHIBITED FROM:

a) Using Frenchy Brand Assets for ANY purpose without express written authorization, including but not limited to:

• Company names, trademarks, or logos
• Website content, text, images, or designs
• Marketing materials or templates
• Email templates or signatures
• Business cards or letterhead designs
• Social media content or graphics
• Any other brand assets

b) Reproducing or copying any Frenchy Brand Assets, including:

• Creating similar or confusingly similar marks
• Using our brand assets in your own materials
• Modifying our brand assets in any way
• Creating derivative works based on our brand assets
• Screen-scraping or copying website content
• Downloading and reusing our images or graphics

c) Impersonating Frenchy Digital, L.L.C. or its representatives, including:

• Claiming to be Frenchy Digital or an employee/agent
• Using our name to conduct business
• Representing yourself as affiliated with Frenchy Digital
• Using our contact information as your own
• Creating fake social media profiles using our name or likeness

d) Creating confusion about affiliation or endorsement, including:

• Suggesting a relationship with Frenchy Digital that does not exist
• Implying sponsorship, endorsement, or approval by Frenchy Digital
• Using our brand assets in a way that suggests association
• Displaying our logos on your website or materials without authorization

4.3 Prohibition on Fraudulent Use and Scams

IT IS EXPRESSLY PROHIBITED AND ILLEGAL TO:

a) Use Frenchy Brand Assets to defraud, scam, or deceive others, including but not limited to:

• Soliciting payments while impersonating Frenchy Digital
• Creating fake invoices or payment requests using our branding
• Operating fake websites using our name or similar names
• Sending fraudulent emails claiming to be from Frenchy Digital
• Creating phishing schemes using our brand identity
• Collecting personal or financial information under false pretenses
• Making false promises or representations while using our name
• Operating investment or business opportunity scams using our brand
• Creating fake job postings or recruitment schemes
• Any other fraudulent activity using our brand identity

b) Cybersquatting or domain name abuse, including:

• Registering domain names confusingly similar to frenchydigital.com
• Registering domains containing "frenchy digital" or variations
• Using typosquatting domains to misdirect traffic
• Registering domains with intent to sell to Frenchy Digital
• Using similar domains for competing businesses
• Creating parody or criticism sites using confusingly similar domains

c) Passing off or unfair competition, including:

• Offering services under the Frenchy Digital name
• Using our brand to attract our customers
• Creating confusion in the marketplace
• Misappropriating our goodwill and reputation
• Claiming credit for our work or accomplishments

4.4 Website Content Protection

ALL WEBSITE CONTENT IS PROTECTED AND MAY NOT BE:

a) Reproduced or copied, including:

• Text, articles, blog posts, or written content
• Images, graphics, photographs, or illustrations
• Videos, animations, or multimedia content
• Code, scripts, or software
• Page layouts, designs, or templates
• Navigation structures or user interfaces
• Meta tags, descriptions, or SEO elements

b) Distributed or republished, including:

• Posting our content on other websites
• Sharing our content in emails or newsletters
• Including our content in databases or compilations
• Syndicating our content through RSS or other feeds
• Translating our content into other languages
• Adapting our content for other media

c) Used for commercial purposes, including:

• Using our content to attract traffic to your site
• Monetizing our content through advertising
• Selling or licensing our content to others
• Creating derivative products based on our content
• Using our content in marketing materials

4.5 Criminal and Civil Penalties

UNAUTHORIZED USE OF FRENCHY BRAND ASSETS, ESPECIALLY FOR FRAUDULENT PURPOSES, IS PUNISHABLE BY:

a) Federal Criminal Penalties under:

• Wire Fraud (18 U.S.C. §1343): Up to 20 years imprisonment and fines up to $250,000
• Mail Fraud (18 U.S.C. §1341): Up to 20 years imprisonment and fines up to $250,000
• Identity Theft (18 U.S.C. §1028): Up to 15 years imprisonment and fines
• Computer Fraud (18 U.S.C. §1030): Up to 20 years imprisonment and fines
• Trademark Counterfeiting (18 U.S.C. §2320): Up to 10 years imprisonment and fines up to $2,000,000
• False Advertising (15 U.S.C. §1125): Criminal penalties and fines
• Cybersquatting (15 U.S.C. §1125(d)): Statutory damages up to $100,000 per domain

b) State Criminal Penalties under California law including:

• Criminal impersonation
• False personation (California Penal Code §529)
• Forgery and counterfeiting
• Theft by false pretenses
• Computer crimes
• Identity theft (California Penal Code §530.5)
• Business identity theft

c) Civil Remedies including:

• Injunctive Relief: Immediate court orders to cease all infringing activities
• Actual Damages: All profits and revenues gained from unauthorized use
• Statutory Damages: Trademark infringement: $1,000 to $200,000 per mark; Willful counterfeiting: Up to $2,000,000 per mark; Copyright infringement: $750 to $30,000 per work, up to $150,000 for willful infringement; Cybersquatting: $1,000 to $100,000 per domain name
• Treble (Triple) Damages: For willful trademark infringement
• Punitive Damages: For intentional and malicious conduct
• Disgorgement of Profits: Full accounting and payment of all profits obtained
• Attorneys' Fees and Costs: Full reimbursement of all legal expenses
• Destruction of Infringing Materials: Court-ordered destruction of all unauthorized materials
• Transfer of Domain Names: Forced transfer of infringing domain names

4.6 Enforcement and Legal Action

FRENCHY DIGITAL, L.L.C. WILL AGGRESSIVELY ENFORCE ITS INTELLECTUAL PROPERTY RIGHTS AND WILL:

a) Monitor for Infringement through:

• Trademark watch services
• Domain name monitoring
• Internet and social media monitoring
• Customer and partner reports
• Automated detection systems
• Private investigators when necessary

b) Take Immediate Action including:

• Cease and desist letters
• DMCA takedown notices
• Domain name dispute proceedings (UDRP)
• Social media platform complaints
• Web hosting provider notifications
• Payment processor notifications
• Law enforcement referrals
• Emergency restraining orders

c) Pursue All Available Remedies including:

• Federal trademark infringement lawsuits
• Copyright infringement actions
• Fraud and criminal referrals to: Federal Bureau of Investigation (FBI), Internet Crime Complaint Center (IC3), Federal Trade Commission (FTC), State Attorney General, Local law enforcement
• Civil RICO claims for organized fraud schemes
• Conspiracy and aiding and abetting claims against accomplices
• Claims against anyone who assists, supports, or benefits from infringement

4.7 No Settlement for Fraud Cases

FOR CASES INVOLVING FRAUD, SCAMS, OR INTENTIONAL DECEPTION:

• Frenchy Digital, L.L.C. will pursue maximum criminal prosecution
• Frenchy Digital, L.L.C. will seek maximum civil penalties
• Settlement may be refused to establish legal precedent
• Publicity and press releases may be issued to warn others
• Restitution to all victims will be pursued
• Criminal record and civil judgments will follow perpetrators permanently

4.8 Reporting Suspected Infringement or Fraud

If you become aware of any unauthorized use of Frenchy Brand Assets, fraud, scams, or impersonation, immediately report to:

Email: legal@frenchydigital.com

Subject Line: "URGENT: Trademark Infringement Report" or "URGENT: Fraud Report"

Include:

• Description of the infringing activity
• URLs, domain names, or locations
• Screenshots or evidence
• Contact information for the infringer (if known)
• Any other relevant information

Frenchy Digital, L.L.C. may provide rewards for information leading to successful enforcement actions against infringers and fraudsters.

4.9 Third-Party Marks

Other product and company names mentioned on the Site may be trademarks of their respective owners. No endorsement, affiliation, or association with third-party trademark owners is implied unless expressly stated.

4.10 Authorized Use

Any authorized use of Frenchy Brand Assets must:

• Be in writing signed by an authorized officer of Frenchy Digital, L.L.C.
• Specify the exact scope and duration of permitted use
• Include quality control and approval requirements
• Be revocable at any time
• Include attribution and proper trademark notices
• Comply with brand guidelines provided by Frenchy Digital, L.L.C.

4.11 Survival and Perpetual Protection

All brand protection provisions survive indefinitely and remain in effect:

• After termination of any business relationship
• After expiration of any agreement
• Regardless of payment status
• In perpetuity as long as the marks are in use

5. Use of the Site and Services

5.1 "AS IS" Provision

FRENCHY DIGITAL, L.L.C. PROVIDES THE SITE, SERVICES, AND ALL RELATED INFORMATION "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

5.2 Disclaimer of Warranties

WE EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY
• WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF TITLE
• WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES OF ACCURACY OR COMPLETENESS
• WARRANTIES OF UNINTERRUPTED OR ERROR-FREE SERVICE
• WARRANTIES THAT DEFECTS WILL BE CORRECTED
• WARRANTIES REGARDING SECURITY OR FREEDOM FROM VIRUSES

5.3 Third-Party Content

You understand and acknowledge that:

• Frenchy Digital, L.L.C. does not control, endorse, or warrant third-party information, products, or services
• All third-party content is offered by entities not affiliated with Frenchy Digital, L.L.C.
• Third-party plugins, integrations, and services are beyond our control
• We are not responsible for the accessibility, functionality, or content of third-party services

5.4 Security Disclaimer

FRENCHY DIGITAL, L.L.C. CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF INFECTION, VIRUSES, WORMS, TROJAN HORSES, MALWARE, RANSOMWARE, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

5.5 Client Responsibility

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR:

• Your use of the Site and Services
• Implementing sufficient security procedures and checkpoints
• Maintaining external means for data reconstruction
• Evaluating the accuracy, completeness, and usefulness of all information
• All decisions made based on Site content or Services
• Compliance with applicable laws and regulations

5.6 No Liability for Internet Content

You understand that the Internet contains unedited materials, some of which may be offensive, sexually explicit, or inappropriate. Your access to such materials is at your sole risk. Frenchy Digital, L.L.C. has no control over and accepts no responsibility for such materials.

6. Confidentiality and Non-Disclosure

6.1 Mutual Confidentiality Obligations

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of the business relationship ("Confidential Information").

6.2 Definition of Confidential Information

Confidential Information includes but is not limited to:

• Technical data, know-how, methods, processes, and procedures
• Business plans, strategies, and financial information
• Customer lists, pricing information, and marketing plans
• Source code, algorithms, and proprietary software
• Trade secrets and inventions
• Any information marked as "Confidential" or that should reasonably be understood to be confidential

6.3 Obligations of Receiving Party

The receiving party agrees to:

• Keep Confidential Information in strictest confidence
• Protect Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable security measures
• Not use Confidential Information except in connection with the performance of obligations under this Agreement
• Not disclose Confidential Information to third parties without prior written consent
• Limit access to Confidential Information to employees, agents, or contractors with a legitimate need to know

6.4 Exceptions

Confidentiality obligations do not apply to information that:

• Was publicly known at the time of disclosure
• Becomes publicly known through no breach of this Agreement
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order (with prior notice to disclosing party)

6.5 Remedies for Breach

The parties acknowledge that disclosure of Confidential Information would cause irreparable harm and injury. In addition to any other remedies available at law or equity, the disclosing party shall be entitled to:

• Preliminary and permanent injunctive relief without posting bond
• Recovery of all damages, costs, and attorneys' fees
• Specific performance of confidentiality obligations

6.6 Survival

Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years or as long as required by applicable law, whichever is longer.

7. Services Overview and Scope

7.1 Services Offered

Frenchy Digital, L.L.C. provides comprehensive mobile app development, web development, design, AI integration, and related professional services. Specific services may include but are not limited to:

• Mobile application development (iOS, Android, cross-platform)
• Web application and website development
• UI/UX design and prototyping
• AI and machine learning integration
• Backend development and API creation
• Database design and management
• Quality assurance and testing
• DevOps and deployment services
• Maintenance and support services
• Consulting and strategic planning
• Search engine optimization (SEO)
• Digital marketing and social media optimization
• Analytics implementation and tracking
• Third-party integrations
• Custom software development

7.2 Scope Definition

All Services will be defined in a written Work Statement, proposal, or quote that specifies:

• Detailed scope of work and deliverables
• Project timeline and milestones
• Pricing structure and payment terms
• Technical specifications and requirements
• Acceptance criteria
• Any special terms or conditions

7.3 Changes to Scope

Any changes to the agreed scope must be documented in writing and signed by both parties. Changes may result in adjustments to timeline and pricing. Verbal requests for changes are not binding.

7.4 Client Cooperation

Successful completion of Services requires active client participation. Clients agree to:

• Provide timely access to necessary information, systems, and resources
• Respond to requests for feedback and approvals within specified timeframes
• Designate authorized representatives for decision-making
• Provide accurate and complete information
• Review and approve deliverables within agreed timeframes

7.5 Client Unresponsiveness

If Client is unresponsive for sixty (60) consecutive days despite reasonable attempts to communicate, Client agrees to:

• Pay the remaining contract balance in full immediately
• Accept that remaining scope is nullified and will not be performed
• Waive any claims related to undelivered Services
• Accept that all amounts paid are non-refundable

8. No Guarantees or Warranties Regarding Results

8.1 No Guarantee of Results

FRENCHY DIGITAL, L.L.C. MAKES NO GUARANTEE, WARRANTY, OR REPRESENTATION REGARDING:

• Specific outcomes, results, or performance metrics
• Return on investment (ROI)
• Revenue generation or cost savings
• Search engine rankings or positions
• Website traffic or user engagement
• Conversion rates or sales
• App store rankings or downloads
• Market success or user adoption
• Compatibility with future technologies or platforms
• Any other measurement of success or performance

8.2 Best Efforts Basis

All Services are provided on a "best efforts" basis using industry-standard practices and methodologies. However, results depend on numerous factors beyond our control including market conditions, user behavior, third-party platforms, and Client actions.

8.3 No Liability for Underperformance

Frenchy Digital, L.L.C. shall not be liable for any underperformance, failure to meet expectations, or lack of desired results from Services provided.

9. Search Engine and Platform Affiliation Disclaimer

9.1 Independent Status

Frenchy Digital, L.L.C. is not a representative of, directly affiliated with, or contracted with any search engine, platform provider, or technology company including but not limited to:

• Google, YouTube, or Alphabet Inc.
• Apple Inc. or the Apple App Store
• Meta Platforms Inc. (Facebook, Instagram, WhatsApp)
• Microsoft Corporation
• Amazon Web Services (AWS)
• Any other third-party platform or service provider

9.2 No Endorsement

Although Frenchy Digital, L.L.C. may:

• Be endorsed by or certified by certain platforms
• Operate with platform-provided tools and interfaces
• Carry designations as a qualified service provider
• Have partnership status with certain vendors

THIS DOES NOT MEAN THAT:

• We are part of these organizations
• We speak for or represent these organizations
• We can guarantee acceptance, approval, or compliance with their policies
• Results on their platforms are guaranteed

9.3 Platform Policy Changes

Third-party platforms may change their policies, algorithms, requirements, or terms of service at any time without notice. Frenchy Digital, L.L.C. is not responsible for such changes or their impact on your projects or Services.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL FRENCHY DIGITAL, L.L.C., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR:

• Lost revenues, lost profits, or loss of business
• Loss of data, content, or information
• Consequential, indirect, incidental, special, exemplary, or punitive damages
• Business interruption or loss of business opportunity
• Loss of goodwill or reputation
• Cost of procurement of substitute goods or services
• Any other commercial or economic losses

THIS EXCLUSION APPLIES REGARDLESS OF WHETHER LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), WARRANTY, OR OTHERWISE, AND EVEN IF FRENCHY DIGITAL, L.L.C. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Direct Damages

Except for obligations under Section 6 (Confidentiality), Section 13 (Indemnification), Section 17 (Chargeback Abuse), and intellectual property infringement claims, Frenchy Digital, L.L.C.'s total aggregate liability to Client for all claims arising under or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the lesser of:

• The total Fees actually paid by Client to Frenchy Digital, L.L.C. under the applicable Work Statement during the most recent twelve (12) month period, or
• Five thousand dollars ($5,000 USD)

10.3 No Liability for Client Property or Data

Frenchy Digital, L.L.C. shall have no liability whatsoever for:

• Any damage to, loss, or theft of Client's tangible property located at any Frenchy Digital, L.L.C. facility
• Any damage to, loss, theft, corruption, or deletion of Client's data, content, software, or other materials located at, used at, or transmitted through Frenchy Digital, L.L.C. facilities or systems
• Any failure to backup, preserve, or maintain Client data

Under no circumstances will Frenchy Digital, L.L.C. be considered the official custodian or record keeper of Client's data for regulatory, legal, or any other purposes.

10.4 Client Responsibility for Backups

CLIENT IS SOLELY RESPONSIBLE FOR:

• Maintaining secure, independent backups of all data and content
• Implementing redundant data storage and disaster recovery plans
• Verifying the integrity and completeness of all backups
• Testing backup restoration procedures

10.5 Essential Basis of Bargain

Client acknowledges and agrees that these limitations of liability are fundamental elements of the basis of the bargain between Client and Frenchy Digital, L.L.C., and that Frenchy Digital, L.L.C. would not provide Services without these limitations.

11. Source Code Delivery and Client Verification

11.1 Source Code Definition

"Source Code" refers to the human-readable version of software, applications, or programs that enables modification, understanding, and compilation of the code.

11.2 Delivery Commitment

Frenchy Digital, L.L.C. commits to delivering Source Code promptly and efficiently as specified in the applicable Work Statement, subject to full payment of all fees.

11.3 Client Verification Obligation

Upon receipt of Source Code, Client assumes full responsibility for:

a) Immediate Verification: Client must thoroughly verify the Source Code within twenty-four (24) hours of delivery for:

• Completeness
• Functionality
• Suitability for intended purpose
• Compatibility with specified requirements
• Absence of defects or errors

b) Prompt Notification: Any issues, discrepancies, defects, or concerns must be reported to Frenchy Digital, L.L.C. in writing within twenty-four (24) hours of delivery via email to legal@frenchydigital.com.

c) Testing Requirements: Client must conduct comprehensive testing including but not limited to:

• Functionality testing
• Integration testing
• Performance testing
• Security testing
• User acceptance testing

11.4 No Liability Post-Download

FRENCHY DIGITAL, L.L.C. EXPLICITLY DISCLAIMS ALL LIABILITY FOR THE CONDITION, COMPLETENESS, FUNCTIONALITY, OR SUITABILITY OF SOURCE CODE AFTER IT HAS BEEN DOWNLOADED, DELIVERED, OR TRANSFERRED TO CLIENT.

Once Source Code is in Client's possession:

• All risk transfers to Client
• Frenchy Digital, L.L.C. has no obligation to maintain, support, or fix the code
• Client is responsible for all security measures
• Client assumes all risks of data loss, corruption, or unauthorized access

11.5 No Post-Delivery Warranties

FRENCHY DIGITAL, L.L.C. PROVIDES NO WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, REGARDING SOURCE CODE AFTER DELIVERY, INCLUDING BUT NOT LIMITED TO:

• Warranties of functionality or completeness
• Warranties of merchantability or fitness for purpose
• Warranties of non-infringement
• Warranties of security or freedom from defects

11.6 Claims Barred After 24 Hours

ANY CLAIMS OR CONCERNS REGARDING SOURCE CODE MUST BE COMMUNICATED WITHIN TWENTY-FOUR (24) HOURS OF DELIVERY. FAILURE TO NOTIFY FRENCHY DIGITAL, L.L.C. WITHIN THIS TIMEFRAME SHALL CONCLUSIVELY ESTABLISH THAT:

• The Source Code was delivered in complete and functional condition
• Client has accepted the Source Code "as is"
• All claims are forever barred and waived
• No warranty or support obligations exist

12. Server Deletion and Code Transfer

12.1 Severance of Liability Upon Server Deletion

FRENCHY DIGITAL, L.L.C. EXPLICITLY DISCLAIMS ALL LIABILITY FOR THE STATUS, COMPLETENESS, USABILITY, OR FUNCTIONALITY OF ANY CODE AFTER DELETION OR "WIPING" OF SERVERS.

12.2 Definition of Server Wiping

"Wiping of servers" refers to the deliberate and permanent removal of all data, code, and content from Frenchy Digital, L.L.C. servers as agreed upon between the parties or as required by Company policy.

12.3 Effective Date of Liability Severance

This severance of liability is effective immediately upon server wiping, after which Frenchy Digital, L.L.C. has no responsibility whatsoever for the transferred or deleted code.

12.4 No Post-Deletion Warranties

FRENCHY DIGITAL, L.L.C. MAKES NO WARRANTIES OR GUARANTEES REGARDING:

• Condition of code after server wiping
• Completeness or usability of transferred code
• Functionality of code post-deletion
• Availability of code after deletion
• Ability to recover or restore deleted code

12.5 No Assurances or Representations

Frenchy Digital, L.L.C. provides no assurances or representations regarding the post-deletion state of code. CLIENT IS EXPLICITLY ADVISED TO:

• Create secure, independent backups before server wiping
• Verify completeness of all transferred code
• Test functionality of all code before server deletion
• Maintain redundant copies in secure locations
• Document all code and dependencies

12.6 Assumption of All Risks

BY AGREEING TO SERVER WIPING, CLIENT ACKNOWLEDGES AND ASSUMES ALL RISKS INCLUDING BUT NOT LIMITED TO:

• Complete and permanent data loss
• Incomplete or corrupted transfers
• Non-functioning or defective code
• Inability to recover deleted materials
• Loss of historical versions or documentation
• Any other consequences of server deletion

12.7 No Recovery Services

After servers are wiped, Frenchy Digital, L.L.C. will not and cannot provide:

• Code recovery services
• Restoration of deleted materials
• Reconstruction of lost code
• Access to historical versions
• Any other post-deletion support

12.8 Limitation of Damages

UNDER NO CIRCUMSTANCES SHALL FRENCHY DIGITAL, L.L.C. BE LIABLE FOR ANY DAMAGES ARISING FROM SERVER WIPING, INCLUDING BUT NOT LIMITED TO:

• Direct or indirect damages
• Data loss or corruption
• Business interruption
• Lost profits or revenue
• Cost of recreating code
• Any other consequential damages

13. Indemnification

13.1 Client Indemnification of Company

Client agrees to indemnify, defend, and hold harmless Frenchy Digital, L.L.C., its officers, directors, employees, agents, contractors, affiliates, licensors, suppliers, and any third-party information providers from and against any and all:

a) Claims, demands, actions, or proceedings arising from or related to:

• Client's use or misuse of the Site or Services
• Client's violation of these Terms and Conditions
• Client's violation of any law, regulation, or third-party rights
• Client's negligent or wrongful conduct
• Any content, data, or materials provided by Client
• Client's breach of any representation or warranty
• Unauthorized access to the Site or Services by Client or Client's users

b) Losses, liabilities, damages, costs, and expenses including but not limited to:

• Reasonable attorneys' fees and legal costs
• Court costs and litigation expenses
• Settlement payments
• Regulatory fines or penalties
• Judgments and awards
• Investigation costs
• Remediation costs

13.2 Defense Obligations

Client's indemnification obligations include the duty to:

• Provide a complete defense at Client's expense
• Engage competent legal counsel acceptable to Frenchy Digital, L.L.C.
• Not settle any claim without prior written consent from Frenchy Digital, L.L.C.
• Cooperate fully in the defense of any claim
• Keep Frenchy Digital, L.L.C. informed of all developments

13.3 Company Right to Participate

Frenchy Digital, L.L.C. reserves the right, at its own expense, to:

• Participate in the defense of any claim
• Assume exclusive defense and control of any matter subject to indemnification
• Approve or disapprove any settlement

13.4 Survival of Indemnification

Indemnification obligations survive termination or expiration of this Agreement indefinitely and remain in full force and effect.

14. Payment Terms and Policies

14.1 Accepted Payment Methods

For New Clients:

• Wire Transfer
• Credit Card or Debit Card
• ACH Transfer
• Cryptocurrency (Bitcoin, Ethereum, USDC, USDT)
• Money Order
• Cashier's Check

For Recurring Clients:

• All methods listed above
• Business Check (with prior approval)
• Automated ACH/Card recurring payments

14.2 Payment Structure

All pricing is based on personalized quotes according to:

• Client's specific requirements and budget
• Scope and complexity of work
• Project timeline and deliverables
• Required resources and technologies
• Ongoing maintenance and support needs

14.3 Payment Schedule

Project-Based Services:

• Initial Deposit: Due upon contract execution (typically 25-50% of total project cost)
• Milestone Payments: Due upon completion and approval of specified milestones
• Final Payment: Due before final delivery and transfer of deliverables
• All payment schedules will be specified in the Work Statement

Recurring Services:

• Setup Fees: One-time fees due upon service initiation, covers initial configuration and onboarding
• Monthly Management Fees: Due on the first day of each service month for services to be performed during that month
• Annual Payments: If applicable, due annually in advance

14.4 Automatic Recurring Payments

For Services with monthly or recurring fees:

• Authorization: By providing payment information and making an initial payment, Client authorizes Frenchy Digital, L.L.C. to automatically charge the designated credit card, debit card, or bank account every thirty (30) days.
• Continuing Obligation: Monthly management fees and recurring charges continue automatically until cancelled with proper written notice as specified in Section 14.9.
• Pre-Payment: Each monthly fee is received prior to the fiscal month of service to be performed.
• Payment Method Updates: Client must maintain current and valid payment information. Client is responsible for updating payment methods before expiration or closure.

14.5 Setup Fees

Setup fees may be charged for:

• Heavy initial work requirements
• Complex system configuration
• Custom integrations
• Data migration
• Team onboarding and training

Setup fees are:

• Charged only once
• Due shortly after initial billing authorization
• Non-refundable under all circumstances
• Applied to costs immediately incurred by Frenchy Digital, L.L.C.

14.6 Late Payment

Payments more than five (5) days late will be assessed:

• A late fee of 10% of the outstanding balance
• Additional late fees of 10% for each subsequent 30-day period the balance remains unpaid
• Interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is greater

Late payment may also result in:

• Suspension of all Services immediately without notice
• Termination of the Agreement
• Transfer of intellectual property ownership to Frenchy Digital, L.L.C. as specified in Section 16
• Referral to collection agencies
• Reporting to credit bureaus
• Legal action to recover amounts due

14.7 Failed Payments

If any automatic payment fails:

• Client will be immediately notified via email to legal@frenchydigital.com
• Client has five (5) days to provide valid payment method
• A failed payment fee of $50 will be assessed
• Services may be suspended immediately
• After three (3) failed payment attempts, the account will be considered delinquent

14.8 All Fees Non-Refundable

ALL PAYMENTS TO FRENCHY DIGITAL, L.L.C. ARE STRICTLY NON-REFUNDABLE UNDER ANY AND ALL CIRCUMSTANCES. THIS INCLUDES BUT IS NOT LIMITED TO:

• Setup fees
• Deposit payments
• Milestone payments
• Monthly management fees
• Annual subscription fees
• One-time project fees
• Upgrade fees
• Additional service fees
• Administrative fees
• Late fees
• Chargeback fees
• Any other fees or charges

THIS NO-REFUND POLICY APPLIES:

• Regardless of project status
• Regardless of Client satisfaction
• Regardless of whether Services are completed
• Regardless of cancellation or termination
• Regardless of any disputes
• Under all circumstances without exception

By making any payment, Client acknowledges and accepts this no-refund policy and waives any right to request, demand, or pursue a refund through any means.

14.9 Cancellation Notice Requirements

This Agreement may be cancelled by Client with sixty-two (62) days written notice:

• Written Notice Required: Cancellation must be submitted in writing via:
  • Email to: legal@frenchydigital.com
  • Certified mail to: Frenchy Digital, L.L.C., Chris Machetto, 1517 S Bentley Ave Unit 204, Los Angeles, CA 90025
• Cancellation Effective Date: Cancellation becomes effective sixty-two (62) days after written notice is received by Frenchy Digital, L.L.C.
• Payment Obligations During Notice Period: Client remains responsible for all payments due during the 62-day notice period, including: All monthly recurring fees, Any outstanding balances, All fees that become due during the notice period
• No Prorated Refunds: No refunds will be issued for any fees paid during or prior to the notice period.
• Immediate Termination: If Frenchy Digital, L.L.C. terminates the Agreement due to Client breach, all outstanding amounts become immediately due and payable in full.

14.10 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all:

• Sales taxes
• Use taxes
• Value-added taxes (VAT)
• Goods and services taxes (GST)
• Withholding taxes
• Any other taxes, duties, or governmental charges

If Frenchy Digital, L.L.C. is required to pay such taxes, Client will reimburse Frenchy Digital, L.L.C. or Client will provide a valid tax exemption certificate.

14.11 Currency

Unless otherwise specified, all amounts are in United States Dollars (USD). For international clients, exchange rates are determined at the time of invoice issuance.

14.12 Payment Disputes

Any payment disputes must be raised in writing to legal@frenchydigital.com within ten (10) days of the invoice date. Disputes do not relieve Client of payment obligations. Client must pay all undisputed amounts while disputes are resolved.

14.13 Collection Costs

If Frenchy Digital, L.L.C. engages collection services or legal action to recover unpaid amounts, Client agrees to pay:

• All collection agency fees (typically 25-50% of amount due)
• All attorneys' fees and legal costs
• All court costs and filing fees
• All costs of investigation and enforcement
• Pre-judgment and post-judgment interest at the maximum legal rate

15. Refund Policy - NO REFUNDS UNDER ANY CIRCUMSTANCES

15.1 Absolute No-Refund Policy

FRENCHY DIGITAL, L.L.C. MAINTAINS AN ABSOLUTE, UNCONDITIONAL, AND NON-NEGOTIABLE NO-REFUND POLICY FOR ALL SERVICES AND FEES.

ONCE A PAYMENT OR DEPOSIT IS MADE TO FRENCHY DIGITAL, L.L.C. BY ANY METHOD, IT IS IMMEDIATELY FINAL, NON-REFUNDABLE, AND NON-REVERSIBLE UNDER ANY AND ALL CIRCUMSTANCES WITHOUT EXCEPTION.

15.2 Scope of No-Refund Policy

This no-refund policy applies to ALL payments including but not limited to:

Service Fees:

• Mobile app development fees
• Web development fees
• Design and UI/UX fees
• AI integration fees
• Consulting fees
• Maintenance and support fees
• SEO and marketing fees
• Any other professional service fees

Administrative and Setup Fees:

• Initial setup fees
• Onboarding fees
• Configuration fees
• Migration fees
• Training fees
• Administrative fees

Recurring Fees:

• Monthly management fees
• Subscription fees
• Retainer fees
• Maintenance fees
• Hosting fees

Other Charges:

• Late payment fees
• Failed payment fees
• Chargeback fees
• Collection fees
• Any other fees or charges

15.3 No-Refund Applies Regardless of Circumstances

PAYMENTS ARE NON-REFUNDABLE EVEN IF:

• The project is cancelled or postponed by Client
• The project is terminated by either party
• Client is dissatisfied with Services
• Services are not completed
• Client experiences financial hardship
• Client changes their mind
• Client claims breach of contract
• Client claims defective or non-conforming work
• There are disputes about deliverables
• Client fails to provide necessary cooperation
• Timeline expectations are not met
• Client's business circumstances change
• Client claims fraud, misrepresentation, or any other legal theory

THE ONLY REMEDIES AVAILABLE TO CLIENT ARE:

• Completion of remaining Services (if applicable and if Client is current on payments)
• Resolution of specific technical issues (at Frenchy Digital, L.L.C.'s discretion)
• Termination of future Services (subject to notice requirements)

15.4 Retention of Payments Upon Cancellation or Termination

If a project is cancelled, postponed, or terminated for any reason:

• All Monies Paid Are Retained: Frenchy Digital, L.L.C. retains 100% of all payments made to date without exception.
• Additional Fees May Be Due: If work completed exceeds payments received, Client must immediately pay: The value of all work completed beyond what was paid for, All outstanding invoices, Any cancellation fees specified in the Work Statement
• No Prorated Refunds: There are no prorated refunds for: Partial completion of milestones, Unused service time, Recurring fees already paid, Any other reason

15.5 Incremental Payments as Courtesy

Client acknowledges and agrees that:

• Incremental or milestone-based payment schedules are offered solely as a courtesy to Client
• Such payment structures do NOT create any right to refunds
• Each payment, once made, is immediately final and non-refundable
• Frenchy Digital, L.L.C. has no obligation to offer incremental payment options

15.6 Work Product Retention

Upon cancellation, postponement, or termination:

• Frenchy Digital, L.L.C. may retain all work product, code, designs, and deliverables
• Client has no right to receive incomplete work
• Frenchy Digital, L.L.C. may, at its sole discretion, provide completed portions
• Intellectual property rights are governed by Section 16

15.7 No Discretionary Refunds

While Section 15.1 states "Frenchy Digital, L.L.C. reserves the discretion to refund clients who rightfully deserve refunds," Client acknowledges and agrees that:

• This is a unilateral discretion exercised solely by Frenchy Digital, L.L.C.
• Client has NO RIGHT to request or demand a refund
• Client has NO LEGAL CLAIM to any refund
• Any refund issued is a voluntary gift, not an obligation
• Past refunds to any party do not establish precedent or obligation
• Denial of refund requests is final and not subject to appeal or dispute

15.8 Acknowledgment and Waiver

BY MAKING ANY PAYMENT TO FRENCHY DIGITAL, L.L.C., CLIENT:

• Acknowledges reading and understanding this no-refund policy
• Accepts the no-refund policy in its entirety
• Waives any right to request, demand, or pursue a refund
• Waives any claim for restitution, disgorgement, or return of payments
• Agrees not to dispute any charges with credit card companies, banks, or payment processors
• Agrees not to initiate chargebacks or payment reversals
• Agrees that all payments are made knowingly and voluntarily with full understanding of the no-refund policy

16. Intellectual Property Ownership

16.1 IP Rights Transfer Conditional Upon FULL Payment

CRITICAL: ALL INTELLECTUAL PROPERTY RIGHTS IN DEVELOPED IP REMAIN THE EXCLUSIVE PROPERTY OF FRENCHY DIGITAL, L.L.C. UNTIL FULL AND COMPLETE PAYMENT OF THE ENTIRE PROJECT IS RECEIVED.

Client shall NOT acquire ANY ownership rights in Developed IP unless and until:

• The project is 100% complete and delivered
• ALL invoices for the project are paid in full
• ALL outstanding balances, fees, and charges are paid
• Payment is received and cleared (not pending or disputed)
• All payment obligations under this Agreement are satisfied

"Developed IP" includes:

• Custom software, applications, and source code created specifically for Client
• Custom designs, graphics, logos, and visual assets created specifically for Client
• Custom documentation and technical specifications created specifically for Client
• Databases, data structures, and schemas created specifically for Client
• APIs, integrations, and interfaces created specifically for Client
• Other work product specifically created for Client as defined in the Work Statement

16.2 Retention of Ownership by Frenchy Digital Until Final Payment

UNTIL FULL PAYMENT IS RECEIVED:

a) Frenchy Digital, L.L.C. Retains All Rights: Frenchy Digital, L.L.C. is and remains the sole and exclusive owner of all Developed IP including all:

• Copyright, patent, trademark, and trade secret rights
• Moral rights and attribution rights
• Rights to use, modify, reproduce, and distribute
• Rights to create derivative works
• Rights to license or sell to third parties
• All other intellectual property rights

b) Client Has No Rights: Client has NO ownership, license, or other rights to the Developed IP until full payment is received. Client may not:

• Use the Developed IP for any purpose
• Access or copy the Source Code
• Deploy or distribute the Developed IP
• Modify or create derivative works
• Transfer or sublicense any rights
• Claim any ownership interest

c) Limited Conditional License: Frenchy Digital, L.L.C. may, at its sole discretion, grant Client a limited, revocable, conditional license to test or review the Developed IP during development, which:

• Is automatically revoked upon any payment default
• Is automatically revoked upon project termination
• Does not grant any ownership rights
• Does not grant any right to use in production
• May be revoked at any time for any reason

16.3 Transfer of IP Rights Upon Successful Full Payment

ONLY UPON SUCCESSFUL RECEIPT OF FULL PAYMENT FOR THE ENTIRE PROJECT:

a) Automatic Transfer: Ownership of Developed IP automatically transfers from Frenchy Digital, L.L.C. to Client.

b) Full Payment Defined: "Full Payment" means:

• 100% of all project fees paid
• 100% of all invoices paid
• All setup fees paid
• All additional charges paid
• All late fees and interest paid (if applicable)
• Payment fully cleared and not subject to reversal
• No outstanding balances of any kind
• No pending disputes or chargebacks

c) Rights Transferred: Upon full payment, Client receives:

• Full ownership of the Developed IP
• All copyright, patent, and intellectual property rights
• Unlimited right to use, modify, and distribute
• Right to create derivative works
• Right to commercialize and monetize
• All other ownership rights

d) Assignment and Documentation: Upon full payment:

• Frenchy Digital, L.L.C. will execute any necessary assignment documents
• Frenchy Digital, L.L.C. will cooperate in perfecting Client's ownership
• Frenchy Digital, L.L.C. will provide Source Code and documentation
• Client will receive all necessary access and credentials

16.4 Automatic Transfer Back to Frenchy Digital for Non-Payment

IF CLIENT FAILS TO PAY ANY OUTSTANDING BALANCE WITHIN THIRTY (30) DAYS OF ANY INVOICE DATE (INCLUDING AFTER INITIAL TRANSFER):

a) Automatic and Irrevocable Transfer: ALL ownership rights in ALL Developed IP (including IP previously transferred to Client) shall automatically, immediately, and irrevocably transfer back to Frenchy Digital, L.L.C. without any further action required.

b) Scope of Transfer: This transfer applies to:

• Any and all Developed IP from current projects
• Any and all Developed IP from past projects (even if previously paid and transferred)
• Any and all Developed IP from future projects
• All associated intellectual property rights including copyrights, patents, trademarks, and trade secrets
• All derivative works created by Client (to the extent permitted by law)

c) Trigger: This transfer is triggered by ANY unpaid balance, regardless of amount, including:

• Unpaid project fees
• Unpaid monthly maintenance fees
• Unpaid support fees
• Late fees
• Interest charges
• Collection costs
• Any other charges

d) Immediate Cessation of Use: Upon transfer back to Frenchy Digital, L.L.C., Client must immediately:

• Cease all use of the Developed IP
• Remove all deployments from production
• Delete or return all copies of Source Code
• Cease all distribution or licensing
• Disable all applications and systems using the Developed IP

16.5 Exclusive Rights Upon Transfer to Frenchy Digital

Upon transfer of Developed IP ownership to Frenchy Digital, L.L.C. (whether initially or upon non-payment):

Frenchy Digital, L.L.C. shall hold exclusive ownership rights including the unrestricted ability to:

• Use, modify, reproduce, and create derivative works
• Distribute, sell, license, or sublicense the IP
• Display, perform, or otherwise exploit the IP
• Register copyrights, patents, or trademarks
• Take any other action typically associated with ownership
• Exercise these rights without notification to Client
• Exercise these rights without compensation to Client
• Grant licenses or rights to third parties
• Use the IP for other clients or projects
• Commercialize the IP in any manner

Client's rights are completely extinguished upon transfer to Frenchy Digital, L.L.C.

16.6 Client Acknowledgment and Waiver

By engaging Frenchy Digital, L.L.C.'s services and making any payment, Client:

• Acknowledges that IP ownership remains with Frenchy Digital, L.L.C. until full payment
• Acknowledges the automatic IP transfer provision upon non-payment
• Agrees to the immediate transfer upon non-payment
• Waives any right to contest the ownership transfer
• Waives any right to claim damages from the transfer
• Agrees not to challenge Frenchy Digital, L.L.C.'s ownership
• Agrees to execute any documents necessary to effectuate any transfer
• Agrees to cease use immediately upon transfer back to Frenchy Digital, L.L.C.

16.7 Limited License for Internal Use Post-Transfer (Discretionary)

If ownership has transferred to Frenchy Digital, L.L.C. due to non-payment, Client MAY (at Frenchy Digital, L.L.C.'s sole and absolute discretion) be granted a limited license:

License Grant (Discretionary):

• Non-exclusive
• Non-transferable
• Revocable at any time without notice
• Conditional on paying all outstanding balances immediately
• For internal business operations only

License Restrictions:

• Client may NOT modify the Developed IP
• Client may NOT sublicense or transfer rights
• Client may NOT distribute or commercialize the IP
• Client may NOT reverse engineer or decompile
• Use is strictly for internal, non-commercial applications
• Must maintain all copyright and proprietary notices

License Termination:

Frenchy Digital, L.L.C. reserves the right to immediately terminate this discretionary license if:

• Client fails to pay any outstanding balances
• Client breaches any term of this Agreement
• Client uses the IP beyond authorized scope
• For any other reason at Frenchy Digital, L.L.C.'s sole discretion
• Without notice or explanation

16.8 Perpetual License Upon Late Payment (After Transfer Has Occurred)

If ownership has already transferred to Frenchy Digital, L.L.C. due to non-payment, and Client subsequently pays all outstanding balances in full:

a) Ownership Remains with Company: Frenchy Digital, L.L.C. retains full and exclusive ownership of the Developed IP. Ownership does NOT revert to Client under any circumstances.

b) Perpetual License Granted (Discretionary): At Frenchy Digital, L.L.C.'s sole discretion, Client MAY receive a perpetual, non-exclusive, royalty-free license to:

• Use the Developed IP for lawful business purposes
• Modify the IP for internal use
• Distribute the IP within Client's organization
• Create derivative works for internal use only

c) License Limitations:

• License is still non-transferable
• Client cannot sublicense to third parties for commercial purposes
• Client cannot sell or commercialize the IP itself
• Client cannot compete with Frenchy Digital, L.L.C. using the IP
• All other restrictions in these Terms apply

d) No Ownership Reversion: Client acknowledges and agrees that payment after transfer does NOT restore ownership rights. Frenchy Digital, L.L.C. remains the legal owner in perpetuity, and this arrangement is solely a license, not a sale or transfer of ownership.

e) Grant at Sole Discretion: Frenchy Digital, L.L.C. may, in its absolute and sole discretion, refuse to grant this perpetual license even if full payment is made, in which case Client has no rights to the Developed IP whatsoever.

16.9 Company's Pre-Existing and Generic IP

Client acknowledges that Frenchy Digital, L.L.C. retains all rights to:

a) Pre-Existing IP:

• All intellectual property owned or developed by Frenchy Digital, L.L.C. prior to engagement
• All tools, frameworks, libraries, and methodologies
• All templates, code snippets, and reusable components
• All proprietary processes and techniques

b) Generic IP and Know-How:

• General knowledge, skills, and expertise
• Development techniques and methodologies
• Best practices and processes
• Ideas, concepts, and know-how
• Experience gained during the engagement

c) Residual Rights:

• Frenchy Digital, L.L.C. may use general knowledge gained during engagement for other clients
• Frenchy Digital, L.L.C. may reuse non-custom components in other projects
• This excludes Client's Confidential Information as defined in Section 6

d) No Transfer of Pre-Existing IP:

• Pre-existing IP is never transferred to Client
• Client receives only a license to use pre-existing IP as part of Developed IP
• This license terminates upon non-payment

16.10 Third-Party Components

Client acknowledges that Developed IP may incorporate:

• Open source software and libraries (subject to their respective licenses)
• Third-party APIs and services
• Licensed components and frameworks
• Commercially licensed software

Client's rights are subject to and must comply with all applicable third-party licenses. Client is solely responsible for:

• Compliance with third-party license terms
• Payment of any third-party licensing fees
• Obtaining necessary third-party permissions
• Managing third-party license renewals

Frenchy Digital, L.L.C. makes no warranties regarding third-party components and is not responsible for third-party license violations by Client.

16.11 IP Protection Obligations

Both parties agree to:

a) Protect Developed IP from:

• Unauthorized use, disclosure, or infringement
• Theft or misappropriation
• Public disclosure without authorization
• Reverse engineering or decompilation

b) Implement Security Measures:

• Access controls and authentication
• Encryption where appropriate
• Confidentiality protections
• Regular security audits
• Secure development practices

c) Cooperation in Enforcement:

• Notify each other of infringement or unauthorized use
• Cooperate in enforcement actions
• Pursue legal remedies where appropriate
• Share information relevant to protection of IP
• Assist in registering IP rights

16.12 Client Obligations Post-Transfer to Frenchy Digital

After transfer of Developed IP ownership to Frenchy Digital, L.L.C., Client agrees:

a) Not to Challenge Ownership:

• Client will not contest Frenchy Digital, L.L.C.'s ownership
• Client will not file competing IP registrations
• Client will not claim superior or prior rights
• Client will not assist third parties in challenging ownership

b) Not to Harm Company IP:

• Client will not act to compromise or infringe upon Frenchy Digital, L.L.C.'s rights
• Client will not assist third parties in infringing
• Client will not make disparaging claims about the IP
• Client will not attempt to circumvent technical protections

c) Immediate Cessation of Use:

• Client will immediately stop all use of Developed IP
• Client will remove all deployments
• Client will delete or return all copies
• Client will cease all distribution
• Client will notify all users of termination

d) Cooperation:

• Execute documents to perfect Frenchy Digital, L.L.C.'s ownership
• Provide testimony or evidence in IP disputes
• Assist in IP registration processes
• Provide access to systems for IP recovery
• Cooperate in enforcement against third-party infringers

16.13 Work for Hire

To the extent permitted by applicable law:

a) All Developed IP shall be considered "work made for hire" for Frenchy Digital, L.L.C., with Frenchy Digital, L.L.C. being deemed the author and exclusive owner.

b) If any Developed IP does not qualify as work made for hire under applicable law, Client hereby irrevocably assigns to Frenchy Digital, L.L.C. all right, title, and interest in such IP, effective immediately upon creation, subject to transfer back to Client only upon full payment as specified in Section 16.3.

c) Client waives all moral rights and rights of attribution to the extent permitted by law.

16.14 IP Representations and Warranties

Client represents and warrants that:

• Client has full authority to enter into this Agreement and make these IP commitments
• Client has not and will not grant conflicting rights to any third party
• Client will not claim ownership of any IP contrary to this Agreement
• Client understands and accepts that IP ownership depends on payment
• Client has no claim to any IP created during non-payment periods

Frenchy Digital, L.L.C. represents and warrants that:

• Upon full payment, Frenchy Digital, L.L.C. will transfer valid ownership rights as specified
• Developed IP will not infringe third-party intellectual property rights (to the best of Frenchy Digital, L.L.C.'s knowledge)
• Frenchy Digital, L.L.C. has the right to grant the licenses specified herein

16.15 Survival

All provisions of this Section 16 shall survive termination or expiration of this Agreement indefinitely and remain in full force and effect.

17. Chargeback Abuse Policy

17.1 Prohibition of Chargeback Abuse

BY USING OUR SERVICES AND MAKING ANY PAYMENT, YOU EXPRESSLY AGREE:

a) Not to File Chargebacks: You will not initiate, file, or cause to be filed any chargeback, payment reversal, or dispute with:

• Any credit card company
• Any debit card issuer
• Any bank or financial institution
• PayPal, Stripe, or any payment processor
• Any other payment service provider

b) Specific Prohibitions: You specifically agree not to dispute charges for:

• "Services rendered"
• "Services not rendered"
• "Product not received"
• "Defective product or service"
• "Unauthorized charge"
• Or any other reason

c) Direct Resolution Required: You agree to contact Frenchy Digital, L.L.C. directly at legal@frenchydigital.com with any billing concerns, disputes, or questions BEFORE initiating any chargeback or payment dispute.

17.2 Chargebacks Constitute Breach and Fraud

YOU ACKNOWLEDGE AND AGREE THAT:

a) Material Breach: Filing a chargeback constitutes a material breach of this Agreement.

b) Fraud and Theft: Initiating a chargeback for a valid charge is:

• Fraud
• An unlawful attempt to obtain a refund
• Theft of services
• A criminal act

c) No Refund Through Chargeback: Chargebacks are not a legitimate method to obtain refunds given our clearly stated no-refund policy.

17.3 Immediate Consequences of Chargebacks

IF YOU FILE A CHARGEBACK OR PAYMENT DISPUTE, THE FOLLOWING OCCURS IMMEDIATELY:

a) Automatic Service Suspension:

• All Services are suspended immediately without notice
• All access to systems, code, and deliverables is terminated
• All work in progress is halted
• No Services will resume until all matters are resolved and paid

b) Chargeback Fee Assessment:

• A non-refundable administrative fee of $200 is immediately assessed
• This fee covers administrative costs of responding to the chargeback
• This fee is due regardless of chargeback outcome

c) Full Balance Due:

• All remaining contract balances become immediately due and payable in full
• All future payment obligations accelerate
• All installment or milestone payment plans are terminated

d) Waiver of Dispute Resolution:

• All dispute resolution procedures in this Agreement are deemed waived
• You waive any right to mediation or arbitration
• All remedies available to Frenchy Digital, L.L.C. become immediately exercisable

e) IP Transfer:

• All intellectual property rights immediately transfer to Frenchy Digital, L.L.C.
• Client loses all rights to any Developed IP
• Client must immediately cease use of all Developed IP

17.4 Reimbursement Obligations

IF A CHARGEBACK IS RESOLVED IN FAVOR OF FRENCHY DIGITAL, L.L.C.:

You agree to immediately reimburse Frenchy Digital, L.L.C. for:

a) Chargeback Amount: The full amount of the chargeback plus any funds withheld by payment processors

b) Processing Costs:

• All fees charged by credit card processors
• All fees charged by banks or financial institutions
• All fees charged by PayPal, Stripe, or other payment processors
• All chargeback fees from any source

c) Administrative Costs:

• The $200 administrative chargeback fee
• The reasonable value of time spent by employees and management
• Documentation and evidence gathering costs
• Legal consultation fees

d) Legal Costs:

• All attorneys' fees
• All court costs and filing fees
• All costs of collection
• All costs of enforcement

ALL OF THESE AMOUNTS BECOME IMMEDIATELY DUE AND PAYABLE.

17.5 Reporting to Chargeback Abuse Databases

FRENCHY DIGITAL, L.L.C. RESERVES THE RIGHT TO REPORT CHARGEBACK ABUSE TO:

a) Chargeback Abuse Databases including but not limited to:

• Industry-specific fraud prevention services
• Merchant protection databases
• Payment processor reporting systems
• MATCH list (Member Alert to Control High-risk merchants)
• Other fraud prevention networks

b) Information Reported May Include:

• Full legal name
• Email address(es)
• Physical address(es)
• Phone number(s)
• IP address(es)
• Order date(s) and amount(s)
• Details of the chargeback(s)
• Resolution status

c) Consequences of Database Listing:

• May affect ability to use credit cards with other merchants
• May affect credit score or credit report
• May result in account terminations by payment processors
• May limit access to various online services
• May impact ability to obtain merchant accounts

d) Removal from Databases:

• Requires full payment of all outstanding amounts
• Requires payment of an additional $550 processing and handling fee
• Payment must be by wire transfer or money order (no credit cards)
• Removal is not guaranteed and is at Frenchy Digital, L.L.C.'s sole discretion

17.6 Reporting to Credit Bureaus and Collection Agencies

FOR CHARGEBACK ABUSE, FRENCHY DIGITAL, L.L.C. MAY:

a) Report to Credit Bureaus:

• Experian
• Equifax
• TransUnion
• Dun & Bradstreet (for business credit)
• Other consumer and commercial credit reporting agencies

b) Report as Delinquent Account showing:

• Outstanding balance
• Payment history
• Default status
• Collection status
• Public record information

c) Engage Collection Agencies:

• Third-party collection agencies
• Collection attorneys
• Debt buyers
• Skip tracing services

d) Additional Charges:

• All collection agency fees (typically 25-50% of balance)
• All attorneys' fees and legal costs
• All court costs and filing fees
• All skip tracing and investigation costs
• Pre-judgment and post-judgment interest
• All costs added to outstanding balance

17.7 Service Restoration Requirements

TO RESTORE SERVICES AFTER A CHARGEBACK:

You must:

• Terminate and reverse the chargeback with your card issuer or bank
• Pay all outstanding balances in full
• Pay the $200 chargeback administrative fee
• Pay all reimbursement amounts specified in Section 17.4
• Pay any additional fees or charges that have accrued
• Provide written confirmation of chargeback reversal
• Agree to payment terms that prohibit future chargebacks (typically wire transfer or cryptocurrency only)
• Sign a written acknowledgment of this Chargeback Abuse Policy

SERVICE RESTORATION IS NOT GUARANTEED AND IS AT FRENCHY DIGITAL, L.L.C.'S SOLE DISCRETION. INTELLECTUAL PROPERTY MAY NOT BE RETURNED EVEN IF SERVICES ARE RESTORED.

17.8 Legal Action

FRENCHY DIGITAL, L.L.C. RESERVES ALL LEGAL RIGHTS INCLUDING:

a) Civil Actions:

• Breach of contract
• Fraud and intentional misrepresentation
• Theft of services
• Unjust enrichment
• Conversion
• Tortious interference
• Civil RICO (for patterns of fraud)
• Abuse of process
• Any other applicable claims

b) Remedies Sought:

• Full payment of all amounts due
• Treble (triple) damages for fraud where permitted by law
• Punitive damages
• Injunctive relief
• Attorneys' fees and costs
• Pre-judgment and post-judgment interest
• Statutory damages where applicable
• Any other available remedies

c) Criminal Referrals:

• Federal wire fraud charges (FBI, U.S. Attorney)
• Federal bank fraud charges
• State fraud and theft charges
• Identity theft charges (if false information used)
• Computer fraud charges
• May cooperate fully with criminal investigations
• May provide testimony and evidence
• May assist in prosecution

17.9 Multiple Chargebacks - Aggravated Violations

IF YOU FILE MULTIPLE CHARGEBACKS OR HAVE A PATTERN OF CHARGEBACK ABUSE:

• All fees and penalties are multiplied by the number of chargebacks
• Criminal fraud referrals become mandatory
• Civil legal action becomes mandatory
• RICO claims may be pursued for organized fraud
• Permanent ban from all Frenchy Digital, L.L.C. services
• Maximum reporting to all available databases and credit bureaus
• No possibility of service restoration under any circumstances
• Pursuit of maximum criminal penalties
• Public disclosure of fraud activity to warn other merchants

17.10 Acknowledgment

BY MAKING ANY PAYMENT, YOU ACKNOWLEDGE:

• You have read and understood this Chargeback Abuse Policy
• You agree not to file chargebacks under any circumstances
• You understand the severe consequences of chargeback abuse
• You agree to resolve all disputes directly with Frenchy Digital, L.L.C.
• You waive any right to dispute valid charges through payment processors
• You understand that chargebacks constitute fraud and theft
• You accept personal liability for all costs associated with chargebacks

18. Term and Termination

18.1 Term

This Agreement commences upon your acceptance (as defined in Section 2) and continues until terminated in accordance with this Section 18.

18.2 Termination by Client

Client may terminate this Agreement or any Work Statement by providing sixty-two (62) days advance written notice to:

Email: legal@frenchydigital.com

Certified Mail: Frenchy Digital, L.L.C., Chris Machetto, 1517 S Bentley Ave Unit 204, Los Angeles, CA 90025, United States

Cancellation Requirements:

• Notice must be in writing
• Notice period is 62 days from receipt by Frenchy Digital, L.L.C.
• Client remains obligated for all payments during the notice period
• Client must pay all outstanding balances immediately
• No refunds for any payments already made
• Client must pay for all work completed beyond what was already paid for
• IP transfer only occurs if full payment is received as specified in Section 16

18.3 Termination by Company

Frenchy Digital, L.L.C. may terminate this Agreement immediately without notice if Client:

• Fails to pay any amount when due
• Breaches any material term of this Agreement
• Violates intellectual property rights
• Files for bankruptcy or becomes insolvent
• Engages in fraudulent conduct
• Initiates chargebacks or payment disputes
• Fails to cooperate or provide necessary information
• Is unresponsive for 60 consecutive days
• Violates Section 6 (Confidentiality)
• Violates Section 4 (Trademarks and Brand Protection)
• For any other cause deemed material by Frenchy Digital, L.L.C.

Upon termination by Company:

• All outstanding amounts become immediately due and payable
• All Services cease immediately
• Client loses all rights to deliverables and work in progress
• Intellectual property transfers to or remains with Company as specified in Section 16
• Company has no obligation to refund any payments
• All licenses granted to Client terminate immediately

18.4 Termination for Convenience

Frenchy Digital, L.L.C. may terminate this Agreement for any reason or no reason with thirty (30) days written notice to Client.

18.5 Effect of Termination

Upon termination for any reason:

a) Payment Obligations:

• All outstanding invoices become immediately due
• Client must pay for all work completed
• No refunds for any payments previously made
• All recurring payment authorizations remain in effect for amounts due

b) Service Cessation:

• All Services stop immediately
• All access is terminated
• All accounts are suspended or closed
• All credentials are revoked

c) Deliverables:

• Client only receives deliverables if fully paid
• Incomplete work is not delivered
• Company may retain all work product
• IP rights determined by Section 16

d) Intellectual Property:

• IP provisions of Section 16 remain in full effect
• Unpaid amounts trigger automatic IP transfer to Company
• All licenses terminate immediately
• Client must cease all use of Developed IP

e) Data:

• Client must retrieve data within 30 days
• After 30 days, Company may delete all Client data
• Company has no obligation to maintain or return data
• No liability for deleted data

18.6 Survival

The following sections survive termination indefinitely:

• Section 1 (Definitions)
• Section 3 (Copyright and IP Protection)
• Section 4 (Trademarks, Brand Protection, and Anti-Fraud)
• Section 5.5 (Client Responsibility)
• Section 6 (Confidentiality)
• Section 8 (No Guarantees)
• Section 9 (Search Engine Disclaimer)
• Section 10 (Limitation of Liability)
• Section 11 (Source Code Delivery)
• Section 12 (Server Deletion)
• Section 13 (Indemnification)
• Section 14 (Payment Terms)
• Section 15 (Refund Policy)
• Section 16 (Intellectual Property Ownership)
• Section 17 (Chargeback Abuse)
• Section 18.6 (Survival)
• Section 19 (Dispute Resolution and Arbitration)
• Section 20 (Governing Law and Jurisdiction)
• Section 21 (Miscellaneous)

19. Dispute Resolution and Mandatory Arbitration

19.1 Informal Dispute Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiations for a period of thirty (30) days by contacting legal@frenchydigital.com.

19.2 Binding Arbitration

EXCEPT AS PROVIDED IN SECTION 19.3, ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION.

Arbitration Terms:

• Arbitration Forum: American Arbitration Association (AAA) under its Commercial Arbitration Rules
• Location: Los Angeles County, California, United States
• Arbitrator: One arbitrator selected in accordance with AAA rules
• Governing Law: California law applies
• Discovery: Limited discovery as determined by the arbitrator
• Award: The arbitrator's decision is final and binding, with very limited rights of appeal
• Costs: Each party bears its own attorneys' fees and costs unless the arbitrator awards fees to the prevailing party
• Confidentiality: Arbitration proceedings are confidential

19.3 Exceptions to Arbitration

The following matters are NOT subject to arbitration and may be brought in court:

a) Equitable Relief: Claims for injunctive or equitable relief to prevent:

• Infringement of intellectual property rights
• Breach of confidentiality obligations
• Trademark infringement, counterfeiting, or brand abuse
• Unauthorized use of Frenchy Brand Assets
• Fraud, scams, or impersonation
• Irreparable harm to business or reputation

b) Small Claims: Claims within the jurisdiction of small claims court may be brought in small claims court

c) Collection Actions: Actions to collect undisputed debts may be brought in court

d) IP Enforcement: All intellectual property enforcement actions including trademark infringement, copyright infringement, and trade secret misappropriation may be brought in court

19.4 Class Action Waiver

YOU AGREE THAT:

• No Class Actions: All claims must be brought in the parties' individual capacity, not as a plaintiff or class member in any class action, consolidated action, or representative proceeding
• No Class Arbitration: The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding
• Severability: If this class action waiver is found unenforceable, the entire arbitration agreement becomes void, but all other terms of this Agreement remain in effect

19.5 Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND FRENCHY DIGITAL, L.L.C. WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING FROM OR RELATING TO THIS AGREEMENT.

19.6 Statute of Limitations

ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT OR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION AROSE, OR IT IS PERMANENTLY BARRED.

20. Governing Law and Jurisdiction

20.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law principles.

Federal law applies where specified, including:

• Copyright law (17 U.S.C.)
• Trademark law (15 U.S.C. §1051 et seq.)
• Federal arbitration law (9 U.S.C.)
• Computer Fraud and Abuse Act (18 U.S.C. §1030)
• Wire Fraud Act (18 U.S.C. §1343)
• Other applicable federal statutes

20.2 Jurisdiction and Venue

For any disputes not subject to arbitration under Section 19:

• Exclusive Jurisdiction: The state and federal courts located in Los Angeles County, California have exclusive jurisdiction
• Venue: Venue for all such proceedings shall be exclusively in Los Angeles County, California
• Consent to Jurisdiction: You irrevocably consent to the personal jurisdiction of these courts
• Waiver of Inconvenient Forum: You waive any objection to venue or inconvenient forum

20.3 International Clients

For clients located outside the United States:

• California Law Applies: California law governs to the maximum extent permitted by your local law
• Consent to Jurisdiction: You consent to jurisdiction in Los Angeles County, California, unless prohibited by local law
• Local Law Compliance: If local law prohibits California jurisdiction, disputes shall be resolved in your local jurisdiction but applying California substantive law
• Enforcement: Any arbitration award or judgment obtained in California is enforceable in your local jurisdiction under applicable treaties and laws, including the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards

21. Miscellaneous Provisions

21.1 Entire Agreement

This Agreement, together with any written Work Statements, proposals, or quotes executed by both parties, constitutes the entire agreement between Client and Frenchy Digital, L.L.C., and supersedes all prior:

• Oral or written communications
• Proposals or understandings
• Negotiations or discussions
• Marketing materials or advertisements
• Prior versions of terms and conditions

21.2 Amendment and Modification

This Agreement may only be amended or modified by:

• A written document signed by an authorized officer of Frenchy Digital, L.L.C., or
• Updated Terms and Conditions posted on the Site with notice to Client

Oral agreements, emails, and informal communications do NOT modify this Agreement.

21.3 Updates to Terms

Frenchy Digital, L.L.C. reserves the right to update these Terms and Conditions at any time. When material changes are made:

• Updated terms will be posted on the Site
• Clients will be notified via email when possible
• Continued use of Services constitutes acceptance of updated terms
• For existing contracts, updated terms apply to all new work and renewal periods

21.4 Assignment

By Company: Frenchy Digital, L.L.C. may assign its rights and obligations under this Agreement to any party at any time without notice or consent from Client.

By Client: Client may NOT assign this Agreement without prior written consent from Frenchy Digital, L.L.C. Any attempted assignment without consent is void.

21.5 Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable in any jurisdiction:

• The provision shall be modified to the minimum extent necessary to make it enforceable
• If modification is not possible, the provision shall be severed
• All other provisions remain in full force and effect
• The provision remains valid in all other jurisdictions

21.6 No Waiver

Frenchy Digital, L.L.C.'s failure to enforce any right or provision of this Agreement shall NOT constitute:

• A waiver of such right or provision
• A waiver of the right to enforce it in the future
• A waiver of any other right or provision

All rights and remedies are cumulative and may be exercised concurrently or separately.

21.7 Force Majeure

Frenchy Digital, L.L.C. shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to:

• Acts of God (earthquakes, floods, fires, storms)
• War, terrorism, or civil unrest
• Government actions or regulations
• Pandemics or epidemics
• Internet or telecommunications failures
• Power outages or utility failures
• Third-party service provider failures
• Strikes or labor disputes
• Supplier failures
• Cyberattacks or security breaches

During force majeure events:

• Client's payment obligations continue
• Deadlines may be extended
• No refunds are provided
• Frenchy Digital, L.L.C. may suspend or terminate Services

21.8 Relationship of Parties

Frenchy Digital, L.L.C. and Client are independent contractors. This Agreement does not create:

• A partnership, joint venture, or agency relationship
• An employment relationship
• A fiduciary relationship
• The right to bind the other party

21.9 Third-Party Beneficiaries

This Agreement is solely for the benefit of Frenchy Digital, L.L.C. and Client. There are no third-party beneficiaries, except that Frenchy Digital, L.L.C.'s officers, directors, employees, agents, contractors, affiliates, and licensors are intended third-party beneficiaries of the limitation of liability and indemnification provisions.

21.10 Notices

All notices required under this Agreement must be in writing and sent to:

For Frenchy Digital, L.L.C.:

• Phone: +1 (424) 272-5601
• Address: Frenchy Digital, L.L.C., Chris Machetto, 1517 S Bentley Ave Unit 204, Los Angeles, CA 90025, United States

For Client: To the email address or physical address provided by Client

Notices are effective:

• Email: Upon sending (if no bounce-back received)
• Certified Mail: Upon delivery or refusal of delivery
• Overnight Courier: Upon delivery

21.11 Headings

Section headings are for convenience only and do not affect interpretation of this Agreement.

21.12 Interpretation

In interpreting this Agreement:

• "Including" means "including but not limited to"
• Singular includes plural and vice versa
• "Or" is not exclusive unless context requires
• "Days" means calendar days unless specified as business days
• Dollar amounts are in U.S. Dollars (USD)
• Any ambiguity shall NOT be construed against the drafter

21.13 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original. Electronic signatures (including clicking "I accept") have the same legal effect as handwritten signatures.

21.14 Language

The English language version of this Agreement is the official and controlling version. Any translations are for convenience only and are not legally binding.

21.15 No Reliance on Representations

Client acknowledges that:

• Client has not relied on any representations or statements not expressly contained in this written Agreement
• Any prior representations or statements are superseded by this Agreement
• No employee or agent has authority to modify this Agreement orally

21.16 Construction Against Drafter

The parties agree that this Agreement shall NOT be construed against the drafter. Both parties have had the opportunity to review and negotiate this Agreement.

21.17 Time is of the Essence

Time is of the essence for all payment obligations under this Agreement. Late payments may result in immediate termination and all consequences specified herein.

22. Contact Information

For Legal Matters, Disputes, and Lawsuits:

All legal matters, disputes, claims, and lawsuit correspondence must be directed to the Frenchy Digital Legal Team at: legal@frenchydigital.com

For Trademark Infringement, Brand Abuse, or Fraud Reports:

Urgent reports of trademark infringement, unauthorized use of Frenchy Brand Assets, fraud, scams, or impersonation must be immediately sent to: legal@frenchydigital.com with subject line "URGENT: Trademark Infringement Report" or "URGENT: Fraud Report"

23. Acknowledgment and Acceptance

BY (A) MAKING ANY PAYMENT TO FRENCHY DIGITAL, L.L.C., (B) ACCESSING OR USING THE SITE OR SERVICES, (C) CLICKING "I ACCEPT" OR ANY SIMILAR BUTTON, (D) EXECUTING ANY AGREEMENT OR WORK ORDER, OR (E) ENGAGING IN ANY BUSINESS RELATIONSHIP WITH FRENCHY DIGITAL, L.L.C., YOU ACKNOWLEDGE AND AGREE THAT:

• ✓ You have carefully read these Terms and Conditions in their entirety
• ✓ You understand all provisions of these Terms and Conditions
• ✓ You have had the opportunity to seek legal counsel
• ✓ You voluntarily agree to be bound by these Terms and Conditions
• ✓ You accept all limitations of liability and disclaimers
• ✓ You agree to the no-refund policy
• ✓ You agree to the intellectual property provisions, including that IP rights transfer ONLY upon full payment
• ✓ You agree to mandatory arbitration and class action waiver
• ✓ You waive any right to jury trial
• ✓ You consent to jurisdiction in Los Angeles County, California
• ✓ You agree to all payment terms and late fees
• ✓ You agree not to initiate chargebacks
• ✓ You acknowledge that payment constitutes acceptance
• ✓ You agree not to use, reproduce, or copy any Frenchy Brand Assets
• ✓ You agree not to impersonate or create confusion about Frenchy Digital, L.L.C.
• ✓ You understand that unauthorized use of Frenchy Brand Assets is illegal and subject to criminal and civil penalties
• ✓ You agree not to engage in fraud, scams, or deceptive practices using Frenchy Brand Assets
• ✓ You waive any claims inconsistent with these Terms and Conditions