FIX YOUR LOSING TRADES — WEBINAR SPECIAL

A Note Before You Read

We built Big Picture Trading because we believe financial education should be world-class, accessible, and honest. This Agreement is designed to be fair to both you and us — it sets clear expectations so there are no surprises on either side.

We've tried to write this as clearly as possible. The sections that follow cover what you're getting, what we expect from each other, and how we handle the rare situations where something goes wrong. If you ever have a question about anything in here, reach out to us at contact@bigpicturetrading.com before making any assumptions — we'd rather talk it through.

By enrolling, you're confirming you've read and agreed to the terms below.

IMPORTANT — PLEASE READ CAREFULLY

By enrolling in or accessing the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not enroll in, access, or use the Services.

SECTION 1 — DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Agreement" means this Membership Agreement, together with any policies, guidelines, or supplemental terms referenced herein or made available by the Company in connection with the Services, as amended from time to time.

1.2 "Company" means Financial IQ LLC, a Florida limited liability company, doing business as Big Picture Trading, together with its owners, officers, employees, contractors, agents, and affiliates.

1.3 "Member" means any individual who enrolls in, accesses, or uses the Services, whether through a Free Trial or a paid Membership Option.

1.4 "Services" means all educational products, membership offerings, programs, content, tools, communities, communications, events (whether online or in person), webinars, workshops, resources, and related services made available by the Company, now or in the future.

1.5 "Content" means all materials made available through the Services, including but not limited to videos, audio recordings, written materials, presentations, analyses, commentary, models, frameworks, methodologies, indicators, tools, data, trade examples, illustrative transactions, community discussions, and any other educational or informational materials.

1.6 "Membership Option" means any access plan offered by the Company, including Free Trials, month-to-month memberships, annual memberships, or any other subscription or access arrangement offered from time to time.

1.7 "Free Trial" means a limited-duration, no-cost access to the Services offered at the Company's discretion, which may be subject to additional terms disclosed at the time of enrollment.

1.8 "Payment Processor" means any third-party payment service provider, financial institution, or platform used to process payments, including Stripe, WISE, or similar services.

SECTION 2 — NATURE OF SERVICES

2.1 Educational Purpose

The Company provides educational and informational services focused on macroeconomic analysis, technical analysis, risk management, and the use of financial instruments, including options, as part of an educational curriculum. The Services are intended to support learning and understanding and are not intended to provide personalized financial, investment, trading, legal, or tax advice.

2.2 Scope of Services

The Services may include educational content, commentary, tools, illustrative examples, trade demonstrations, community discussions, webinars, workshops, and other learning resources, delivered online and, from time to time, through in-person events.

2.3 Non-Personalized Nature

The Services are provided on a general, non-personalized basis and do not take into account any Member's individual financial circumstances, objectives, experience, or risk tolerance.

2.4 No Advisory Relationship

The Company does not act as an investment advisor, broker-dealer, commodity trading advisor, or fiduciary, does not manage accounts, and does not execute trades on behalf of Members.

2.5 Member Responsibility

Members acknowledge that the Services are intended solely to support independent learning and decision-making and that each Member is solely responsible for evaluating and applying any information provided through the Services.

SECTION 3 — FEES, BILLING, AND PAYMENT TERMS

3.1 Membership Options and Enrollment

The Company offers various Membership Options, which may include optional Free Trials, month-to-month memberships, and annual memberships. The specific fees, billing cadence, and payment terms applicable to a Member's selected Membership Option will be disclosed at the time of enrollment through the Company's website, checkout pages, or other authorized enrollment materials. By enrolling in the Services, the Member agrees to pay all applicable fees associated with the selected Membership Option.

3.2 Free Trials

The Company may offer Free Trials at its discretion. Free Trial access is subject to this Agreement and may be limited in duration, scope, or features. Unless otherwise disclosed at the time a Free Trial is offered, Free Trials expire automatically at the end of the applicable trial period and do not require cancellation.

Where a Free Trial requires a payment method at enrollment, the Member will be clearly informed of this requirement and any applicable auto-conversion terms at the time the Free Trial is offered. If a Free Trial is set to automatically convert to a paid membership, the Member will be notified in advance of the conversion date. The Company reserves the right to modify Free Trial terms at its discretion, subject to disclosure at the time of enrollment.

3.3 Month-to-Month Memberships

Month-to-month memberships are billed on a recurring basis and do not require a long-term commitment. Members enrolled in a month-to-month membership may cancel at any time, subject to the cancellation timing requirements set forth in this Agreement.

In accordance with Florida law, the automatic renewal terms of this membership, including the applicable billing amount and cancellation procedure, are disclosed to the Member at the time of enrollment and are set forth in this Agreement. The Member affirmatively acknowledges these renewal terms by completing enrollment.

3.4 Annual Memberships

Annual memberships require a minimum commitment of twelve (12) months, regardless of whether payment is made in full upfront or through installment payments. Annual memberships may not be cancelled prior to completion of the minimum commitment period, and the Member remains responsible for all fees due for the full twelve (12) months.

In accordance with Florida law, the automatic renewal terms of this membership, including the minimum commitment period, applicable billing amount upon renewal, and cancellation procedure, are disclosed to the Member at the time of enrollment and are set forth in this Agreement. The Member affirmatively acknowledges these renewal terms by completing enrollment.

Upon completion of the minimum twelve (12) month commitment period, the membership will automatically continue on a month-to-month basis at the then-current monthly membership rate, unless canceled by the Member prior to the next scheduled billing date in accordance with this Agreement.

3.5 Payment Authorization

Payments for the Services are processed electronically through third-party payment processors or may be accepted via wire transfer or other approved payment methods. The Member authorizes the Company and its payment processors to charge the selected payment method for all applicable fees in accordance with the selected Membership Option and billing cadence.

3.6 Cancellation and Refund Policy

We want every Member to feel confident in their membership. If you have a concern about a charge or your membership, please contact us directly at contact@bigpicturetrading.com — we resolve most issues faster and more fairly than any third-party process.

Cancellation requests for any Membership Option must be submitted at least three (3) business days prior to the next scheduled billing date in order to be effective for that billing period, as cancellation requests may take up to three (3) business days to process.

Fees already charged are non-refundable, including for unused time or partial billing periods, except where required by applicable law. Refunds, if any, will be issued solely at the Company's discretion. The Member acknowledges that initiating a chargeback or payment dispute without first contacting the Company in accordance with Section 11.1 constitutes a material breach of this Agreement and that failure to cancel in accordance with this Agreement does not constitute a billing error.

3.7 Currency and Fee Changes

All fees and charges under this Agreement are denominated in United States Dollars (USD) unless expressly stated otherwise at the time of enrollment.

The Company reserves the right to modify membership fees, billing rates, billing cadence, or pricing structures from time to time. Any such changes will apply prospectively and will be communicated to Members with at least thirty (30) days' advance notice, in accordance with this Agreement.

SECTION 4 — TERM, RENEWAL, AND CANCELLATION

4.1 Membership Term

A Member's membership term begins on the date of enrollment and continues in accordance with the selected Membership Option, unless earlier terminated in accordance with this Agreement.

4.2 Month-to-Month Membership Renewal

Month-to-month memberships automatically renew at the applicable billing cadence until cancelled by the Member. To avoid being charged for a subsequent billing period, cancellation requests must be submitted in accordance with the cancellation timing requirements set forth in Section 3.6.

4.3 Annual Membership Commitment

Annual memberships require a minimum commitment of twelve (12) months and may not be cancelled prior to completion of the minimum commitment period. The Member remains responsible for all fees due for the full twelve (12) month term, regardless of payment method.

4.4 Post-Commitment Renewal for Annual Memberships

Upon completion of the initial twelve (12) month commitment period, the annual membership will continue based on the billing method selected at enrollment, unless the Member cancels prior to the next scheduled billing date in accordance with this Agreement.

For annual memberships paid through monthly installment payments, the membership will automatically continue on a month-to-month basis following completion of the initial twelve (12) month commitment, unless cancelled in accordance with this Agreement.

For annual memberships paid upfront in a single payment, the membership will renew on an annual basis at the then-current annual rate, unless cancelled prior to the next scheduled billing date in accordance with this Agreement.

4.5 Effect of Pricing or Billing Changes

In the event of any change to membership fees, billing rates, billing cadence, or pricing structures pursuant to Section 3.7, the Company will provide advance notice of such change. If a Member does not agree to the updated terms, the Member may cancel the membership prior to the effective date of the change.

For Members enrolled in an annual membership, any changes to membership fees or billing rates will take effect only after completion of the then-current minimum commitment period. Annual Members will continue to be billed at their existing rate for the duration of their initial twelve (12) month commitment.

4.6 Effect of Cancellation

Upon cancellation or expiration of a membership, the Member's access to the Services will terminate at the end of the applicable billing period, subject to the cancellation timing requirements set forth in this Agreement. Cancellation does not entitle the Member to any refund of fees already paid, except where required by applicable law.

4.7 Membership Pause (Optional Account Freeze)

The Company may, in its sole discretion, permit Members to temporarily pause their membership (a "Pause") subject to the following conditions:

(a) A Member must submit written notice through their account or by email at least three (3) business days prior to the next scheduled billing date. Pauses are not applied retroactively.

(b) A Member may request one (1) Pause per rolling twelve (12) month period.

(c) Members enrolled under an Annual Membership are not eligible to request or receive a Pause during their initial twelve (12) month commitment period. Pause eligibility begins only after completion of the initial commitment term.

(d) A Pause may be requested for any duration up to sixty (60) consecutive days. The selected Pause period must be specified at the time of request.

(e) A $50 administrative fee will apply to each approved Pause.

(f) During a Pause, the Member's access to all Services, including analytics, trades, tools, educational materials, tutorials, workshops, AI functionality, and support, will be suspended.

(g) Billing will automatically resume at the conclusion of the approved Pause period unless the Member requests earlier reactivation. If a Member requests early reactivation, access will resume and billing will recommence immediately.

(h) Members enrolled in installment-based financing for the Asymmetric Trading Program are not eligible to request or receive a Pause during any period in which installment payments remain outstanding.

(i) If membership pricing changes during a Pause, billing will resume at the then-current rate upon reactivation.

(j) A Pause may not be used to avoid price increases, billing changes, contractual commitments, or other obligations.

The Company reserves the right to approve, deny, or condition any Pause request in its sole discretion, including in cases involving documented extenuating circumstances.

SECTION 5 — ACCEPTABLE USE AND MEMBER RESPONSIBILITIES

5.1 General Conduct

Members agree to use the Services in a lawful, respectful, and responsible manner, and in compliance with this Agreement and any guidelines, rules, or policies made available by the Company from time to time.

5.2 Prohibited Activities

Members may not, directly or indirectly:

(a) use the Services for any unlawful, fraudulent, deceptive, or misleading purpose;

(b) share, resell, sublicense, distribute, or otherwise make available access to the Services or Content to any third party without the Company's prior written consent;

(c) copy, reproduce, modify, distribute, publicly display, create derivative works from, or otherwise exploit the Services or Content, except as expressly permitted by the Company;

(d) record, reproduce, capture, scrape, extract, or screen-record any portion of the Services or Content (including live sessions, webinars, workshops, or community discussions) for commercial use or redistribution without the Company's prior written consent;

(e) attempt to reverse engineer, scrape, extract, or otherwise misuse any tools, data, indicators, models, or materials provided through the Services;

(f) use the Services or Content to train, prompt, or develop artificial intelligence models, automated trading systems, algorithms, or derivative works without the Company's prior written consent;

(g) harass, abuse, threaten, defame, or otherwise interfere with other Members, Company personnel, or community participants;

(h) post or transmit content that is misleading, offensive, defamatory, or otherwise inappropriate, as determined by the Company; or

(i) misrepresent affiliation with the Company or present Company Content as personalized advice, trade signals, recommendations, or guarantees.

5.3 Account Responsibility

Members are responsible for maintaining the confidentiality of their account credentials and for all activity that occurs under their account. Members may not share login credentials or permit multiple individuals to access the Services through a single account unless expressly authorized by the Company.

5.4 Community Participation

Participation in community discussions, live sessions, webinars, workshops, or events is voluntary. Members acknowledge that statements, opinions, or information shared by other Members reflect the views of those Members alone and should not be relied upon.

5.5 Monitoring and Enforcement

The Company reserves the right, but does not have the obligation, to monitor use of the Services and community activity. The Company may, in its sole discretion, remove content, restrict participation, impose community limitations, suspend access, or terminate access without refund if a Member violates this Agreement or engages in conduct the Company reasonably determines to be harmful to the Services, other Members, or the Company's business interests.

5.6 No Obligation to Monitor

The Company has no obligation to proactively monitor Member activity or communications. However, where harmful conduct is reported to the Company, the Company will review such reports in good faith and take such action as it deems appropriate in its sole discretion. The Company shall not be liable for any failure to identify, remove, or act upon any particular content or conduct.

SECTION 6 — INTELLECTUAL PROPERTY

6.1 Ownership of Content

All Content made available through the Services is owned by or licensed to the Company and is protected by applicable intellectual property laws, including copyright, trademark, and trade secret laws. Nothing in this Agreement transfers ownership of any Content to a Member.

6.2 Limited License to Members

Subject to this Agreement, the Company grants the Member a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Content solely for the Member's personal, non-commercial educational use during the term of the membership.

All rights not expressly granted to the Member under this Agreement are reserved by the Company.

6.3 Restrictions on Use

Except as expressly permitted by the Company in writing, Members may not copy, reproduce, distribute, publish, display, modify, create derivative works from, sell, license, sublicense, or otherwise exploit any Content or portion of the Services. This restriction includes, without limitation:

(a) using the Content to provide services to others;

(b) incorporating the Content into products, courses, tools, or offerings;

(c) redistributing the Content in any format; or

(d) using the Content to train or develop artificial intelligence systems, automated trading systems, or derivative works.

6.4 Trademarks and Branding

The Company's name, trademarks, logos, trade dress, and branding elements are the exclusive property of the Company. Nothing in this Agreement grants the Member any right or license to use the Company's trademarks or branding without the Company's prior written consent.

6.5 Proprietary Structure and Trade Secrets

Members acknowledge that the structure, organization, sequence, presentation, and underlying concepts of the Services and Content constitute valuable proprietary information and trade secrets of the Company. Members agree not to remove, obscure, or alter any proprietary notices contained in the Content.

6.6 Feedback, Suggestions, and Testimonials

Any feedback, suggestions, ideas, improvements, or other input provided by Members regarding the Services or Content may be used, implemented, modified, or incorporated by the Company without restriction or obligation, and without compensation or attribution to the Member.

If a Member has voluntarily submitted feedback, comments, reviews, testimonials, success stories, or other communications regarding the Services, the Member grants the Company a non-exclusive, perpetual, royalty-free, worldwide license to use, reproduce, publish, modify, and display such content for marketing, promotional, or business purposes.

The Company will not disclose a Member's full name or personally identifying information without consent, except as voluntarily included in the submission.

6.7 Authorized Sharing Programs

Notwithstanding the foregoing, the Company may expressly authorize certain Content to be shared, clipped, or redistributed under separate written terms, guidelines, or agreements (such as an affiliate, creator, or ambassador program). Any such authorization applies only to Content expressly designated by the Company and does not apply to paid, restricted, or member-only Content unless explicitly stated.

6.8 Enforcement

Any unauthorized use of the Content may result in immediate suspension or termination of access to the Services, without refund, and may subject the Member to legal action.

SECTION 7 — CONFIDENTIALITY

7.1 Confidential Information

During the course of the Member's access to the Services, the Member may receive or have access to non-public, confidential, or proprietary information relating to the Company, the Services, the Content, or other Members, including but not limited to methodologies, frameworks, analyses, trade examples, strategies, discussions, tools, community content, communications, and business information, whether disclosed orally, visually, in writing, electronically, or by any other means ("Confidential Information").

7.2 Confidentiality Obligations

Members agree to maintain the confidentiality of all Confidential Information and to use such information solely for purposes consistent with this Agreement and the Member's personal, non-commercial educational use of the Services. Members may not disclose, share, distribute, publish, or otherwise make available any Confidential Information to any third party without the Company's prior written consent.

7.3 Exclusions

Confidential Information does not include information that:

(a) is or becomes publicly available through no breach of this Agreement by the Member;

(b) was lawfully known to the Member prior to disclosure by the Company or another Member;

(c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or

(d) is independently developed by the Member without use of or reference to the Company's or another Member's Confidential Information.

7.4 Required Legal Disclosure

If the Member is required by law, regulation, or court order to disclose any Confidential Information, the Member may do so provided that, to the extent legally permitted, the Member gives the Company prompt written notice of such requirement and cooperates with the Company in seeking a protective order or other appropriate remedy.

7.5 Remedies

Members acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm to the Company and/or other Members for which monetary damages may be inadequate. The Company may seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, to enforce this Section.

7.6 Survival

The obligations set forth in this Section shall survive termination or expiration of the Member's access to the Services.

SECTION 8 — DISCLAIMERS, RISK ACKNOWLEDGMENT, AND NO GUARANTEES

8.1 Educational and Informational Purposes Only

The Services are provided solely for educational and informational purposes. Nothing provided through the Services constitutes, or should be construed as, investment advice, trading advice, financial advice, legal advice, tax advice, or a recommendation to buy, sell, hold, or trade any security, option, derivative, or other financial instrument.

8.2 No Advisory or Fiduciary Relationship

The Company is not a registered investment advisor, broker-dealer, commodity trading advisor, or futures commission merchant, and does not provide personalized or individualized advice. The Company does not consider any Member's individual financial circumstances, objectives, experience, or risk tolerance, does not manage accounts, and does not execute trades on behalf of Members. The Company does not owe any fiduciary duty to any Member.

8.3 Trade Examples and Demonstrations

As part of the educational Services, the Company may share trade examples, illustrative transactions, model structures, historical or hypothetical trades, paper trades, and, from time to time, execute trades with real money in accounts owned or controlled by the Company or its principals, for illustrative and educational purposes only.

Such examples are provided solely for educational demonstration purposes and to illustrate how concepts may be applied in practice. Members may, at their own discretion and risk, choose to place similar or related trades based on their own independent judgment; however, the Company does not instruct, direct, recommend, or advise Members to enter into any particular trade or strategy, and no representation is made that any Member will achieve similar results. Such examples may not be suitable for any particular Member.

8.4 Risk of Trading and Options

Trading and investing involve substantial risk, including the risk of loss of some or all invested capital. Options trading and other derivative strategies involve additional risks, including leverage, volatility, liquidity constraints, execution risk, and the potential for rapid and significant losses. Strategies discussed through the Services may not be appropriate for all individuals.

Past performance, whether actual, simulated, historical, or hypothetical, is not indicative of future results, and no representation is made that any strategy, example, or approach will achieve profits or avoid losses.

8.5 Member Responsibility and Assumption of Risk

Members acknowledge and agree that they are solely responsible for their own investment decisions, trading activity, position sizing, risk management, and financial outcomes. Any reliance on information provided through the Services is undertaken entirely at the Member's own risk.

The Company makes no guarantees, representations, or warranties regarding the accuracy, completeness, timeliness, or usefulness of any information provided through the Services, or regarding any particular results or outcomes.

8.6 No Duty to Update

The Company has no obligation to update, revise, or correct any information provided through the Services, including information related to markets, trades, strategies, or examples.

8.7 No Reliance on External Statements

Members acknowledge that no statements, representations, examples, or illustrations made outside this Agreement, including on websites, marketing pages, emails, social media, webinars, workshops, or promotional materials, shall modify, override, or supersede the terms of this Agreement.

8.8 Professional Consultation

Members are encouraged to consult with licensed financial, tax, and legal professionals before making any financial or investment decisions.

8.9 Florida Consumer Protection

Nothing in this Agreement is intended to waive, limit, or disclaim any rights or remedies available to Members under the Florida Deceptive and Unfair Trade Practices Act (FDUTPA) or any other applicable consumer protection statute that cannot be waived by contract. The disclaimers, limitations, and waivers set forth in this Agreement apply to the fullest extent permitted by applicable law.

SECTION 9 — LIMITATION OF LIABILITY

9.1 Exclusion of Certain Damages

To the fullest extent permitted by applicable law, the Company, its affiliates, owners, officers, employees, contractors, agents, and licensors shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or trading or investment losses, arising out of or related to the Member's access to or use of the Services, even if the Company has been advised of the possibility of such damages.

9.2 Trading Losses and Assumption of Risk

Members expressly acknowledge and agree that any trading or investment activity is undertaken entirely at their own risk and waive any claims against the Company arising from or related to trading or investment decisions, whether based on information provided through the Services or otherwise.

9.3 Third-Party Platforms and Services

The Company shall not be responsible or liable for any losses, damages, delays, errors, interruptions, or failures arising from or related to third-party platforms, payment processors, brokers, exchanges, software, data providers, communication tools, hosting providers, or technology services used in connection with the Services, whether or not such third-party services are integrated with or referenced by the Company.

9.4 Cap on Liability

To the extent that liability cannot be excluded under applicable law, the Company's total cumulative liability arising out of or relating to this Agreement or the Services shall not exceed the total amount of fees paid by the Member to the Company during the twelve (12) months immediately preceding the event giving rise to the claim.

9.5 Essential Basis of the Bargain

The limitations set forth in this Section form an essential basis of the bargain between the Member and the Company and apply to any claims based on contract, tort (including negligence), strict liability, statute, or any other legal theory, even if a limited remedy fails of its essential purpose.

9.6 Jurisdictional Savings Clause

Nothing in this Agreement is intended to exclude or limit any liability that cannot be excluded or limited under applicable law. In such cases, liability shall be limited to the maximum extent permitted by law.

SECTION 10 — INDEMNIFICATION

10.1 Indemnification Obligation

The Member agrees to defend, indemnify, and hold harmless the Company, its affiliates, owners, officers, employees, contractors, agents, and licensors from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs), whether arising in contract, tort, statute, regulation, or otherwise, arising out of or related to:

(a) the Member's access to or use of the Services;

(b) the Member's violation of this Agreement or any applicable law, rule, or regulation;

(c) any trading, investment, or financial decisions made by the Member, including any claims by the Member or any third party arising from such decisions;

(d) any content, statements, representations, or conduct by the Member within the Services or in connection with the Services, including community discussions, public statements, social media posts, or redistribution of Company Content;

(e) the Member's misuse, unauthorized sharing, or misrepresentation of the Services or Content; or

(f) any allegation that the Member's actions caused harm to another Member, a third party, or resulted in a regulatory inquiry, investigation, or enforcement action.

Notwithstanding the foregoing, the Member's indemnification obligation does not extend to claims arising solely from the Company's own gross negligence or willful misconduct.

10.2 Control of Defense

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member. In such case, the Member agrees to cooperate fully with the Company in asserting any available defenses and resolving the matter.

10.3 Settlement Restrictions

The Member may not settle any claim subject to indemnification without the Company's prior written consent if such settlement would impose any obligation, admission of fault, or liability on the Company.

10.4 Survival

The obligations set forth in this Section shall survive termination or expiration of the Member's access to the Services.

SECTION 11 — DISPUTE RESOLUTION AND ARBITRATION

11.1 Informal Resolution Requirement (Including Payment Disputes)

Before initiating any arbitration, court proceeding, chargeback, payment dispute, or other claim through a payment processor, financial institution, or third party, the Member agrees to first contact the Company in writing at contact@bigpicturetrading.com and make a good-faith effort to resolve the dispute informally.

Any notice of dispute must include the Member's name, contact information, a description of the dispute, and the relief sought. The parties agree to attempt informal resolution for a period of at least thirty (30) days before commencing arbitration, initiating a chargeback or payment dispute, or pursuing any other formal remedy, unless the dispute is not capable of informal resolution.

Failure to comply with this informal resolution requirement constitutes a material breach of this Agreement.

11.2 Binding Arbitration

Except as expressly provided in Section 11.5, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, the Content, or the relationship between the Member and the Company shall be resolved exclusively through final and binding arbitration, rather than in court.

The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its applicable rules, including the Consumer Arbitration Rules where applicable, as modified by this Agreement, and shall be conducted by a single arbitrator experienced in commercial contracts and digital services.

11.3 Delegation of Authority

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this Agreement is void or voidable.

11.4 Class Action Waiver

The Member agrees that any dispute resolution shall be conducted solely on an individual basis. The Member waives any right to participate in a class action, collective action, consolidated action, or representative proceeding against the Company.

The arbitrator shall not have authority to consolidate claims, hear class or representative actions, or award relief on a class-wide basis. If any portion of this class action waiver is found unenforceable, that portion shall be severed, and the remaining provisions of this Section shall remain in full force and effect.

11.5 Exceptions for Injunctive Relief

Notwithstanding the foregoing, the Company may seek injunctive or equitable relief in a court of competent jurisdiction to prevent or remedy:

(a) unauthorized use or misuse of the Services or Content;

(b) infringement or misappropriation of intellectual property rights;

(c) breach of confidentiality obligations; or

(d) violations of Sections 5, 6, or 7 of this Agreement.

Such actions shall not be deemed a waiver of the Company's right to arbitrate any other dispute.

11.6 Location and Manner of Arbitration

Unless otherwise required by applicable law, the arbitration shall take place in Miami-Dade County, Florida. The Company may elect to conduct the arbitration remotely or by written submissions. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

11.7 Waiver of Jury Trial

THE MEMBER AND THE COMPANY EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY in any action, proceeding, or counterclaim arising out of or relating to this Agreement or the Services.

11.8 Costs and Fees

Each party shall bear its own attorneys' fees and costs in arbitration, unless otherwise required by applicable law or awarded by the arbitrator pursuant to applicable law.

11.9 Arbitration Fees and Costs

Filing fees and arbitration costs shall be allocated in accordance with the applicable AAA fee schedule. Where the Consumer Arbitration Rules apply, the Company shall pay all AAA administrative fees and arbitrator compensation exceeding the consumer filing fee as set forth in the AAA Consumer Arbitration Fee Schedule, unless the arbitrator determines the claim was frivolous or brought in bad faith. Each party shall bear its own attorneys' fees unless otherwise required by applicable law or awarded by the arbitrator.

SECTION 12 — GOVERNING LAW AND VENUE

12.1 Governing Law

This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, the Content, or the relationship between the Member and the Company, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.

12.2 Venue for Permitted Court Proceedings

Subject to Section 11, any legal action or proceeding that is permitted to be brought in court shall be brought in the state or federal courts located in Miami-Dade County, Florida, or in such other court of competent jurisdiction as the Company may elect, and the parties irrevocably submit to the personal jurisdiction and venue of such courts.

12.3 Waiver of Objections

The Member irrevocably waives any objection to venue or jurisdiction in such courts, including any claim that such forum is inconvenient, improper, or lacks jurisdiction.

SECTION 13 — SUSPENSION AND TERMINATION OF ACCESS

13.1 Right to Suspend or Terminate

The Company reserves the right, in its sole discretion, to suspend, restrict, or terminate a Member's access to the Services, in whole or in part, including but not limited to circumstances where the Company reasonably determines that the Member:

(a) has violated this Agreement or any applicable law, rule, or regulation;

(b) has misused, shared, redistributed, or misrepresented the Services or Content;

(c) has engaged in conduct that is harmful, disruptive, abusive, deceptive, or otherwise detrimental to the Company, the Services, or other Members;

(d) has engaged in conduct that exposes the Company to legal, regulatory, reputational, or operational risk;

(e) has failed to pay applicable fees when due; or

(f) has initiated a chargeback, payment dispute, or other claim in violation of Section 11.1.

13.2 No Notice Required

The Company may exercise its rights under this Section without prior notice, to the extent permitted by applicable law, and is not obligated to provide an explanation or justification for any suspension or termination decision.

13.3 Effect of Suspension or Termination

Suspension or termination of access does not relieve the Member of any payment obligations incurred prior to the effective date of suspension or termination. No refunds will be provided, except where required by applicable law.

Upon termination, the Member's right to access the Services and Content immediately ceases.

13.4 Reinstatement

The Company may, but is not obligated to, reinstate a Member's access to the Services following suspension or termination, subject to such conditions as the Company may determine in its sole discretion. Reinstatement of access is not automatic, including in cases of suspension for non-payment, and may be conditioned upon payment of outstanding amounts and full compliance with this Agreement.

13.5 Survival

Termination or suspension of access does not affect any provisions of this Agreement that by their nature are intended to survive termination, including but not limited to Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

SECTION 14 — GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement constitutes the entire agreement between the Member and the Company regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral.

14.2 Amendments

The Company may modify or update this Agreement from time to time. Any amendments will be effective upon posting or other reasonable notice to Members. Continued access to or use of the Services after the effective date of such changes constitutes acceptance of the amended Agreement.

14.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

14.4 Assignment

The Member may not assign, transfer, or delegate any rights or obligations under this Agreement without the Company's prior written consent. The Company may freely assign this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, restructuring, or sale of assets.

14.5 No Waiver

Failure of the Company to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of the Company.

14.6 Force Majeure

The Company shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, public health emergencies, quarantines, government orders, travel restrictions, war, terrorism, labor disputes, civil unrest, internet outages, platform failures, power outages, technical disruptions, or other unforeseen circumstances. Such events shall not constitute a breach of this Agreement and shall not entitle the Member to refunds, credits, or other compensation.

14.7 Relationship of the Parties

Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Member and the Company.

14.8 Electronic Communications

The Member consents to receive all communications, agreements, notices, disclosures, and other information electronically, and agrees that such electronic communications satisfy any legal requirement that such communications be in writing.

14.9 Electronic Signatures and Clickwrap Acceptance

This Agreement may be executed or accepted electronically, including through clickwrap acceptance, digital confirmation, payment submission, or electronic signature platforms. Electronic acceptance shall be deemed legally binding and enforceable to the fullest extent permitted by law. Electronic records maintained by the Company shall be deemed sufficient evidence of acceptance and agreement.

By clicking a box, button, or similar mechanism indicating acceptance of this Agreement during enrollment, checkout, or account creation, the Member affirms that they have read, understood, and agreed to be bound by this Agreement. Such action constitutes the Member's electronic signature and has the same legal effect as a handwritten signature.

The Member further acknowledges that acceptance of this Agreement is a required condition of account creation and access to the Services, and that it is not possible to create an account, log in, or access the Services without affirmatively accepting this Agreement. Continued access to or use of the Services following account creation constitutes ongoing confirmation of the Member's acceptance of this Agreement.

14.10 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement. This Agreement shall not be construed against the drafting party.

14.11 Survival

All provisions of this Agreement which by their nature should survive termination or expiration shall survive, including but not limited to provisions relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, venue, and electronic acceptance.