Terms of Service

1.Agreement, Operator and Eligibility

1.1 Agreement. These Terms of Service ("Terms") are a binding contract between you and Penny App Inc., ("Penny”, “Explore Penny”, "we", "us" or "our"). Penny App Inc. operates the Penny mobile application, explorepenny.com and related services (the "Service"). These Terms include our Privacy Policy and Community Guidelines. By creating an account or using the Service, you agree to them. If you do not agree, do not use the Service.

1.2 Minimum age. You must be at least 18 years old. We remove accounts of anyone under 18 when we learn of them. Misrepresenting your age is grounds for termination.

1.3 Parents and guardians. Penny is not intended for anyone under 18. If you are a parent or guardian and believe your child has created an account, email support@explorepenny.com and we will review it and, where appropriate, remove it. If we believe an account belongs to someone under 18, we may suspend or remove it, and the account holder may appeal as Section 6.5 describes.

1.4 Eligibility. To use the Service you must: (a) give accurate information; (b) not be barred from using it under applicable law; (c) not have been previously banned from Penny; and (d) comply with these Terms and our Community Guidelines.

1.5 Businesses. If you use the Service for a venue or organization, you confirm you have authority to bind it, and any additional terms we give venue partners also apply.

1.6 Where the Service is offered. The Service is offered in the United States, starting in Miami, Florida. We make no promise that it is available or appropriate elsewhere.

2.Your Account

2.1 Accurate information. You must provide accurate, current and complete information and keep it up to date.

2.2 One account per person. You may keep one account. Creating more than one to evade a restriction, suspension or ban is prohibited, and we may terminate all linked accounts.

2.3 Security. You are responsible for your credentials and for everything that happens under your account. Tell us promptly at support@explorepenny.com if you suspect unauthorized use. We are not liable for loss caused by your failure to protect your account.

2.4 No transfer. You may not sell, rent, lend or transfer your account to anyone else.

2.5 Service communications. We may send you service messages, such as security alerts and notices about these Terms. These are part of the Service, and you may not be able to opt out of them. If you change or give up a phone number you have given us, update your account so that messages do not reach the next holder of that number.

2.6 Text messages (SMS). If you give us your mobile number and agree, we send text messages to that number, including account and verification texts, Emergency Contact notices, service notifications and, only if you separately opt in, marketing messages. You can opt in through the app or on our opt-in page at https://explorepenny.com/sms. Message frequency varies, and message and data rates may apply according to your mobile plan. You can reply STOP to any text to unsubscribe, or HELP for help, and you can manage preferences in Settings → Notifications. Consent to receive texts is not a condition of using the Service or of any purchase. How we handle your mobile information is described in our Privacy Policy, which explains that we do not sell or share it with third parties or affiliates for their marketing.

3.The Service

3.1 What Penny is. Penny is a social discovery service. It includes a map, profiles, communities, venue listings and event listings that help you find people, places and things to do. The map can show people (as markers), connection lines, venues, communities, events (from external third parties, and user-created LinkUps and events) and Pennies. Pennies, also called Penny Drops, are content you place on the map or post to profile, community and venue timelines. Dimes is Penny's messaging feature, including direct, group, LinkUp, event and community chats. Venues and communities may send Broadcasts through Dimes to users who have starred or joined them. Nickels are reactions and comments on Pennies and general in-app notifications. Proximity Signals are signals people can send through Pennies when they are nearby. A Proximity Signal tells the Penny's owner only that the sender is nearby and may want to connect. The owner can reply or react, and users who connect can chat in Dimes.

3.2 Discovery tools are neutral. Map and discovery results are produced from proximity, categories, interests you provide, and your settings. They are tools for finding community. They are not endorsements, recommendations of any person or venue, or a promise that listings are complete, current or accurate. Sponsored and promoted placements are labeled and may be shown more prominently. We do not design discovery to maximize the time you spend in the app.

3.3 Alignment is entertainment only. Alignment percentages and similar indicators, including those produced by the Quantum Alignment Algorithm™, are a playful snapshot for entertainment only. They are not scientific, psychological, medical or relationship advice, and they do not predict compatibility, behavior, safety or outcomes. Do not rely on them to decide whether to meet someone or trust them. Marker colors and connection lines on the map are based on the same entertainment-only alignment percentages.

3.4 Event and venue information. Event and venue information comes from hosts, venue partners, external third-party event and ticketing providers, mapping and place-data providers such as Foursquare, Google Places and Mapbox, and public listings. Details such as dates, prices, availability and hours may change or be wrong. Confirm with the host or venue. Some map and place data is provided by Google, Mapbox and Foursquare and is subject to their terms, including, for Google, the Google Maps/Google Earth Additional Terms of Service (https://maps.google.com/help/terms_maps/) and the Google Privacy Policy (https://policies.google.com/privacy). Some links to events, tickets, venues or offers are affiliate links. If you buy or book through one, Penny may earn a commission at no extra cost to you, and your purchase is with the third party, not Penny.

3.5 Changes to the Service. The Service changes over time. We may add, change, limit, suspend or discontinue any feature, or the Service as a whole, at any time. Some features may be offered in limited release, and additional terms may apply to features we introduce later.

3.6 Paid plans and features. Penny has a free plan and may offer paid plans and paid features ("Paid Plans"). The plans, features, limits, prices and promotions available to you, and where you can buy them, are shown in the app or at checkout, and may differ by plan, platform, location, date and account. A feature is available to you only if the app shows it as available for your plan. We may add, change, rename, limit or retire plans, features, prices and promotions at any time. We will show you the price and key terms before you buy. Additional terms for a specific plan, feature or promotion apply where we present them to you.

3.7 Your license. We grant you a personal, limited, non-exclusive, non-transferable, revocable license to use the Penny app and website for your own non-commercial use, as these Terms permit. We and our licensors keep all other rights.

3.8 Advertising and sponsored content. Penny may show advertising, sponsorships and promoted venue, event and community placements. We label sponsored content as sponsored. We do not endorse any advertiser, sponsor or promoted venue, and your dealings with them are your responsibility. The ads and sponsored placements you see may depend on the factors our Privacy Policy describes. We may use aggregated, de-identified information to show advertisers and sponsors how the Service performs, as our Privacy Policy describes.

3.9 Promotions and trials. We may offer promotions, such as free access to a Paid Plan for a limited time. The terms of each promotion, including how long it lasts, what happens when it ends, and whether you must take any action or add a payment method to continue, are shown when you enroll. We will not charge you automatically at the end of a promotion unless those terms clearly say so. Promotions, including any free-access offers at launch, are offered at Penny's sole discretion and may be changed or ended for new participants at any time. Promotional access has no cash value and cannot be transferred.

3.10 Purchases, renewal and cancellation. Where Paid Plans are available, you may be able to buy through the Apple App Store, Google Play, or another payment channel we make available, which may use a third-party payment processor such as Stripe. Where you buy determines who bills you and how you manage the purchase. If you buy through Apple or Google, their payment terms apply and you cancel or ask for a refund through them. If you buy outside the app stores, we will show the price, billing period, renewal terms and how to cancel before you pay. Before you subscribe, we show the plan name, the length of the subscription and its price, with links to these Terms and our Privacy Policy. Unless the checkout says otherwise, a subscription renews automatically for the same period until you cancel, and you can cancel at any time. Cancellation takes effect at the end of the current billing period. We do not refund partial periods except where the law, the store's rules or the checkout terms provide otherwise. Prices may exclude applicable taxes. We may change prices on notice, and a change does not affect a period you have already paid for. We do not store full payment-card numbers.

3.11 Creators and Paid Communities. Where available, some Paid Plans let you create a community that others pay to join (a "Paid Community"). If you create one (a "Creator"), you agree to the following, together with any Creator terms we show you when you set it up:

Your offering. You set the price within the limits we show. You are responsible for what you offer your members, for delivering it, and for describing it accurately. You are an independent party, not our employee, agent or partner. You must be at least 18 to be a Creator or receive payouts. Penny provides the platform and payment tools.

Platform fee and payouts. Penny keeps a platform fee from each payment, which we show in the app before you publish, and pays you the rest through a payment partner after you finish its onboarding and identity checks. We may change the fee for future payments on notice.

Holds and reversals. We and our payment partner may delay, withhold or reverse payouts because of refunds, chargebacks, fraud, suspected violations of these Terms, legal requirements or incomplete verification, and may deduct amounts you owe us.

Taxes. You are responsible for your own taxes. We may collect tax information and report payments as the law requires.

Rules still apply. A Paid Community must follow our Community Guidelines. Payment does not buy an exemption from moderation, and we may remove content or suspend a Paid Community as we would any other. Sexually explicit content is not allowed in a Paid Community or anywhere else on Penny.

No workarounds. You may not use Penny to solicit payment outside Penny for access to a Paid Community, or otherwise route around our fees or payment tools.

No earnings promise. We do not promise that you will earn any amount.

Closing a community. If a Paid Community is removed or closed, member payments for it stop, and we may refund members for the current period out of amounts otherwise payable to you.

Members. When you join a Paid Community, you pay the Creator's price plus any taxes shown, under Section 3.10. The Creator, not Penny, decides what the community provides. We do not guarantee any Paid Community's content, quality or continued availability.

3.12 Sponsorships. Users, venues and communities may pay to sponsor an event, LinkUp or other placement for greater visibility. We label sponsored placements. A sponsorship buys visibility, not a particular result such as attendance, RSVPs or sales, and we do not guarantee any result. The price, duration and any discount are shown before you pay. If you cancel a sponsored event or the sponsorship itself, you receive a full refund if you cancel more than 48 hours before the event starts, a 50% refund if you cancel 24 to 48 hours before, and no refund if you cancel less than 24 hours before, unless the checkout says otherwise or the law requires otherwise. If you bought through Apple or Google, their refund rules also apply. If we remove a sponsored placement because it breaks our rules, we need not refund it. If we remove it for another reason, we will refund the unused portion.

3.13 Donations. Where available, a community may collect voluntary donations. Penny is not a charity and does not control how organizers use donated funds. Any platform fee on donations is shown before you give. Where app-store rules require it, donations are completed outside the app. Donations are generally non-refundable, and may not be tax-deductible unless the recipient is a qualified charity that tells you so. We do not verify an organizer's tax status. Organizers must describe their cause accurately and follow the laws that apply to fundraising.

3.14 Referral Program. If you are 18 or older and in good standing, you may join Penny's Referral Program and earn a commission when people you refer become paying members. The Referral Program Terms, which you accept when you choose to become a referrer, are part of these Terms. If they conflict with these Terms on a referral matter, the Referral Program Terms control. Commissions begin only once paid plans and referral payouts are available in the app, and we do not promise that you will earn anything. Phone verification confirms that you control a phone number. It does not confirm your identity. Founding Member status is a title for the first 500 accounts that successfully refer three people under the Referral Program Terms, and it carries no equity or ownership.

4.User Content

4.1 What counts as User Content. "User Content" means anything you or any other user submits, posts, uploads, sends, creates or otherwise makes available through the Service, in any format, including:

• ✦profile information, usernames and handles, photos, bios and interests;
• ✦Penny Drops, including photos, video, audio and other media or content placed on the map or posted to profile, community or venue timelines;
• ✦posts, comments, captions and reviews;
• ✦event and community content, including descriptions, names and images;
• ✦Dimes messages, including direct, group, LinkUp, event and community chats, Broadcasts, and any other communications between users, in any form the Service offers;
• ✦reactions, interactions with other profiles, and other expressions of interest or response;
• ✦answers to assessments and any other custom inputs, including text you type into any field; and
• ✦anything generated or derived from the above.

4.2 You own your content. You keep ownership of your User Content, including the photos and media in it.

4.3 License to Penny. When you submit User Content, you grant Penny a worldwide, non-exclusive, royalty-free, transferable license, with the right to sublicense to our service providers and affiliates, to host, store, reproduce, process, adapt, display, distribute and otherwise use that User Content to operate, provide, secure, promote and improve the Service, including to develop, train, test and improve our AI features. This includes showing it to other users as your settings permit. We will not use your private messages, or answers a question states will stay private, to promote the Service. The license ends when you delete the content or your account, except for copies that other users have shared or saved, copies in backups for the period stated in our Privacy Policy, and copies we must keep for legal reasons.

4.4 Your responsibility. You are solely responsible for your User Content and for your use of the Service. Assessment answers you give may be visible to other users unless the question states that your answer stays private. Share only what you are comfortable sharing, because other users can copy, screenshot or repost what you share. You promise that you have all rights needed to submit your User Content and grant this license, and that it does not violate any law, our Community Guidelines, or anyone's rights.

4.5 Other users' content. Using the Service may expose you to User Content that is offensive, harmful, inaccurate or deceptive. We do not endorse, verify or guarantee any User Content. We have the right, but not the duty, to monitor, review, limit or remove it. You use and rely on User Content at your own risk.

4.6 Feedback. If you give us feedback or suggestions, we may use them freely without obligation to you.

4.7 AI features and training. Penny offers or may offer AI features, such as the Penny AI Agent. We may use the text of User Content that other users can see, such as profile information, Pennies, posts, and community and event content, to develop, train, test and improve those features. We do not use your private Dimes messages, your answers to sensitive-topic assessment questions, your photos, videos or audio, your precise location, or any content from users under 18 to train AI models. Our Privacy Policy explains how AI features handle information and how to ask us to stop using your content for training. AI output may be inaccurate, incomplete or inappropriate. Do not rely on it for safety, legal, medical, financial or other important decisions, and you are responsible for how you use it.

5.Acceptable Use

5.1 General. Use the Service only in line with these Terms, our Community Guidelines and applicable law.

5.2 You may not:

• ✦harass, threaten, bully, stalk, defraud or exploit others;
• ✦impersonate any person or entity, or misrepresent your identity, age or affiliation;
• ✦post or send content that is unlawful, hateful, sexually explicit, violent, or that violates the Community Guidelines;
• ✦post, request or share sexual or exploitative content involving anyone under 18, or contact a minor for any sexual or exploitative purpose (we report this to authorities);
• ✦share others' private information, or their real-time location, without consent;
• ✦attempt to access another person's account, or any non-public area of the Service or our systems;
• ✦send spam, scams or unsolicited commercial messages;
• ✦use the Service for any unlawful purpose.

5.3 Location integrity. You may not use GPS-spoofing tools, VPNs, proxies, emulators or any other method to misrepresent where you are or to defeat location-based features, safety checks or community location requirements. Where we detect or reasonably suspect this, we may restrict or suspend your account, with or without prior notice. Repeated or serious violations may result in a permanent ban, including a device-identifier and phone-number ban. Using a VPN for ordinary privacy is not a violation unless it is used to misrepresent your location.

5.4 No scraping or automated access. Except through interfaces we publish and then only as their terms allow, you may not access, search or collect data from the Service by any means, automated or manual, without our prior written permission. In particular, you may not:

• ✦crawl, scrape, harvest or copy user, profile, venue, event, community, map or other data or content, in bulk or systematically;
• ✦use bots, scripts, crawlers or other automated tools to interact with the Service or to create accounts or content;
• ✦use the Service or its content to build a dataset, a competing product, or to train or develop machine-learning models;
• ✦bypass or work around rate limits, technical limits, access controls or security measures, or probe, scan or test the vulnerability of our systems;
• ✦forge headers or otherwise disguise the source of requests;
• ✦overload, flood or otherwise interfere with the Service or other users' access to it; or
• ✦reverse engineer, decompile or disassemble the app, except to the limited extent applicable law permits.

If you find a security vulnerability, report it to support@explorepenny.com and give us reasonable time to fix it before you disclose it.

5.5 Ban evasion and multiple accounts. You may not create or use an account to evade a suspension, ban or other restriction.

5.6 Commercial use. You may not use the Service to advertise or sell anything without our written permission, except by sharing your referral link or code under the Referral Program Terms and through tools we provide to venues and communities, such as Broadcasts, Paid Communities and sponsorships. Broadcasts may be sent only to users who have starred or joined, and must follow our Community Guidelines and applicable laws, including laws on commercial messaging.

5.7 Helping others. It is also a violation to help or encourage anyone else to break these Terms.

6.Safety, Enforcement and Appeals

6.1 Our enforcement rights. We may, at our discretion and with or without notice, remove or refuse to display content; limit the distribution or visibility of content or accounts; restrict features; suspend or terminate accounts; reclaim usernames; and preserve and disclose information where we reasonably believe it is needed to follow the law, enforce these Terms, address fraud, security or safety issues, or protect the rights, property or safety of Penny, our users or the public.

6.2 Visibility limits. We may reduce or restrict the visibility or reach of an account or its content, for example by showing it less in discovery or on the map, or by making it visible only to you, without telling you. We do this when we think it is needed to prevent harm, spam or abuse, or while we investigate a suspected violation. A visibility limit is not itself a finding that you broke the rules.

6.3 Graduated measures. Depending on severity and history, we may issue a warning, remove content, suspend your account temporarily, or ban you permanently. A permanent ban may include a device-identifier and phone-number ban to prevent re-registration. We may refer illegal conduct to law enforcement. We may skip steps for serious violations or where safety requires it.

6.4 How we decide. We use automated tools and human review. Automated tools may flag content for human review. We try to notify you by email or in the app of enforcement that affects your account unless notice would create risk or is prohibited by law.

6.5 Appeals. If you believe an enforcement decision was a mistake, email support@explorepenny.com within 30 days with the subject line "Appeal" and a short explanation. A person who did not make the original decision will review it. Our decision on appeal is final, subject to Section 14.

6.6 No duty to monitor. We do not promise to detect or remove every violation, and we are not responsible for content we have not removed or for how other users behave. Reporting tools are described in our Community Guidelines.

6.7 Safety indicators. We may use internal safety signals, such as verification status, reports and account history, to decide who can use certain features. They are internal, are not published as scores, and are not a guarantee of anyone's safety.

7.Location, Events and Meeting in Person

7.1 Location. Location features work only with your consent, as described in our Privacy Policy. You can change your choice at any time in the app and in your device settings. Where available, you can choose how you appear on the map: share your precise location; share your approximate location, in which case your marker appears near, but not at, your actual position; or use Cloak Mode, which hides your marker from other users. Approximate location and Cloak Mode do not hide content you post or choose to share, such as Pennies, check-ins or RSVPs, and they do not guarantee that others cannot work out where you are. Other privacy features, such as Incognito Mode, work differently and are described in the app. Cloak Mode, Incognito Mode and similar features may vary by plan, and we may add or change them.

7.2 Real-world risk. Penny does not screen, vet, run background checks on, or supervise users, venues, hosts or events, and a verification badge or alignment percentage is not a guarantee of anyone's identity, character or safety. Meeting people and attending events carries risk. You take that risk on yourself. Follow the safety guidance in our Community Guidelines, meet in public places, tell someone where you are going, and leave if something feels wrong.

7.3 Events. Hosts and venues, not Penny, organize and run events. We do not control the conduct of attendees or the condition of any location. Age-restricted venues and events are your responsibility to attend lawfully. Where a host or venue states an age requirement, Penny may stop users who do not meet it from RSVPing or checking in, but we do not verify anyone's age at the door and the host or venue is responsible for admission.

7.4 Emergencies and Emergency Contacts. Penny is not an emergency service. In an emergency, call 911 or your local emergency number. The Emergency Contact feature lets you choose people to be notified when you check in to or out of a venue or event. It is a convenience, not a safety-monitoring or emergency service. Contacts must accept, and agree to receive notices by text and/or email, before they receive anything, and either of you can end this at any time. Notices may include venue or event details that a venue or host supplied, which may be incomplete or wrong. Our Safety and Moderation framework is designed to help keep everyone on Penny safe, but it is not a guarantee of safety. We do not monitor check-ins or check-outs. To the maximum extent permitted by law, Penny App Inc. is not responsible or liable for notices or alerts that are late, missing, undelivered, misdirected or ignored, for a missed check-out, or for any action or inaction by a contact or anyone else. Add only people who agree, give accurate details, and do not rely on this feature for your safety. You use it at your own risk.

8.Third-Party Services, Venues and Ticketing

The Service links to or draws on third-party services, including external third-party event and ticketing providers, mapping and business-listing sources, payment processors and our hosting providers. Those services have their own terms and privacy practices, which apply when you use them. If you buy a ticket or sign up through a partner, your transaction is with that partner. We do not control and are not responsible for third-party services, listings, prices, refunds, cancellations or the conduct of venues and hosts. A listing on Penny is not an endorsement.

9.Intellectual Property

9.1 Penny's property. The Service, including its software, design, text, graphics, data compilations and brand, is owned by Penny, its affiliates and its licensors, and is protected by intellectual property laws. User Content is excluded from this Section and remains yours.

9.2 Our marks and technology. The following are trademarks, or names of proprietary technology, of Penny or its licensors: Penny™, the Penny logo and app icon, the Quantum Alignment Algorithm™ (QAA™), the Constellation Rendering Engine™ (CRE™), the Penny Cryptographically Gated Network Architecture™ (PCGNA™), and the Penny Geospatial Safety & Incident Response Suite™ (PGSIRS™), together with Penny's consumer-facing feature names and terminology. The appearance of a name in these Terms identifies proprietary technology and brand assets. It is not a statement that any particular feature or capability is currently available in the Service. We also own or license other technologies, features and architecture that we have developed or may develop, whether or not named here.

9.3 Restrictions. You may not copy, modify, distribute, sell, lease or create derivative works from the Service or its technology; use our names, logos or marks without our written permission; reverse engineer or extract source code, algorithms or data models, except as law permits; or use the Service's technology for another product.

9.4 Reservation. No right or license is granted except as these Terms expressly state. Our licensors are intended beneficiaries of this Section.

10.Copyright Notices

10.1 Notice of infringement. If you believe content on Penny infringes your copyright, send a written notice to our designated agent containing: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and where it is on the Service; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the owner, its agent or the law; and (f) a statement, under penalty of perjury, that your notice is accurate and that you are the owner or authorized to act for the owner.

Designated agent: Copyright Compliance Department, Penny App Inc., 1000 Brickell Ave., Suite 715, Miami, FL 33131. Email: dmca@explorepenny.com.

10.2 Counter-notice. If we remove your content because of a notice and you believe that was a mistake, you may send a counter-notice with the information the Digital Millennium Copyright Act requires. We may restore the content unless the complainant tells us they have filed a court action.

10.3 Repeat infringers. We terminate the accounts of users who are repeat infringers in appropriate circumstances.

10.4 Trademark and other IP. Send other intellectual-property complaints to support@explorepenny.com.

11.Disclaimers

11.1 Use at your own risk. THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PENNY, ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE "PENNY PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

11.2 No guarantees. THE PENNY PARTIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; THAT LISTINGS, ALIGNMENT PERCENTAGES OR OTHER CONTENT ARE ACCURATE, COMPLETE OR RELIABLE; OR THAT YOU WILL FIND COMPATIBLE CONNECTIONS, EVENTS OR PLACES. ALIGNMENT PERCENTAGES ARE FOR ENTERTAINMENT ONLY.

11.3 Users, venues and events. THE PENNY PARTIES ARE NOT RESPONSIBLE FOR THE CONDUCT OF USERS, HOSTS OR VENUES, WHETHER ONLINE OR IN PERSON, OR FOR ANY USER CONTENT, INCLUDING CONTENT THAT IS OFFENSIVE, DEFAMATORY, INACCURATE OR ILLEGAL.

11.4 Advice. No advice or information from the Penny Parties creates a warranty not stated here.

Some jurisdictions do not allow certain disclaimers, so some of these may not apply to you.

12.Limitation of Liability

12.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PENNY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE OR GOODWILL, ARISING FROM OR RELATED TO: (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) THE CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY, INCLUDING OFFENSIVE, DEFAMATORY OR ILLEGAL CONDUCT; (C) ANY EVENT, MEETING OR TRANSACTION ARRANGED OR DISCOVERED THROUGH THE SERVICE; OR (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR TRANSMISSIONS.

12.2 Cap. THE PENNY PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) US$100 AND (B) THE AMOUNT YOU PAID PENNY IN THE SIX MONTHS BEFORE THE CLAIM AROSE. THIS CAP DOES NOT REDUCE ANY COMMISSION WE OWE YOU UNDER THE REFERRAL PROGRAM TERMS.

12.3 Scope. THESE LIMITS APPLY TO EVERY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, EVEN IF A PENNY PARTY WAS TOLD OF THE POSSIBILITY OF THE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF A LIMIT IS UNENFORCEABLE, IT APPLIES TO THE GREATEST EXTENT THE LAW ALLOWS.

12.4 What these limits do not do. Nothing in these Terms limits liability for: (a) gross negligence, fraud or willful misconduct; (b) death or personal injury caused by our negligence; (c) any right or remedy that cannot lawfully be limited or waived, including under Florida's Deceptive and Unfair Trade Practices Act (FDUTPA) or other consumer-protection law; or (d) liability that applicable law does not allow to be limited.

13.Indemnification

To the extent permitted by law, you will defend, indemnify and hold harmless the Penny Parties from claims, losses, liabilities and reasonable expenses (including attorneys' fees) arising from your User Content, your violation of these Terms or the law, or your violation of another person's rights. We will give you reasonable notice of any claim, and we may control our own defense. This Section does not apply to the extent a claim results from our own gross negligence or willful misconduct.

14.Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO GO TO COURT AND TO JOIN A CLASS ACTION.

14.1 Informal resolution first. Before starting a claim, you and Penny agree to try to resolve the dispute informally. Send a written notice describing the dispute and what you want to support@explorepenny.com (for us) or to the email on your account (for you). If we have not resolved it within 60 days, either of us may start arbitration under Section 14.2.

14.2 Binding individual arbitration. Except as Section 14.5 provides, you and Penny agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service, including its existence, scope or enforceability, will be resolved only by final and binding arbitration on an individual basis, not in court. The Federal Arbitration Act governs this Section. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules in effect when the claim is filed, which are available at adr.org. If the AAA is unavailable, the parties will choose another established arbitration provider. You pay only the consumer filing fee that the AAA rules set, and Penny pays all other AAA administrative fees and the arbitrator's fees as those rules provide. A hearing, if one is needed, will take place by video or telephone, or in Miami-Dade County, Florida at your choice. The arbitrator may award the same individual relief a court could, but only to the extent needed to resolve your individual claim, and must follow these Terms.

14.3 No class actions, no jury. TO THE FULLEST EXTENT THE LAW ALLOWS, YOU AND PENNY EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING, JOIN OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL OR OTHER REPRESENTATIVE ACTION OR ARBITRATION. The arbitrator may not consolidate claims or preside over any such proceeding. A court, not the arbitrator, decides whether this waiver is enforceable. If it is found unenforceable as to a claim, that claim will proceed in court, not in arbitration, and the rest of this Section still applies to all other claims.

14.4 Right to opt out. You may opt out of arbitration and the class waiver in this Section by emailing support@explorepenny.com, within 30 days after you first accept these Terms, with the subject line "Arbitration Opt-Out" and your name and the email on your account. Opting out does not affect any other part of these Terms.

14.5 What is not covered. Either party may (a) bring an individual claim in small-claims court if it qualifies; (b) ask a court for an injunction or other equitable relief to stop actual or threatened infringement or misuse of intellectual property, unauthorized access, scraping or other violations of Section 5.4; and (c) bring any claim that the law does not allow to be arbitrated or waived by contract.

14.6 Governing law and courts. Florida law governs these Terms and any dispute between us, without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs Section 14. Any dispute that is not subject to arbitration must be brought in the state or federal courts located in Miami-Dade County, Florida, and you and Penny consent to those courts' jurisdiction and venue.

14.7 Users outside the United States and mandatory law. If you live outside the United States, or if mandatory consumer-protection law where you live gives you rights that cannot be waived by contract, nothing in this Section limits those rights, and this Section applies only to the extent consistent with that law.

14.8 Age. This Section applies to you because you represent that you are at least 18.

14.9 Survival. This Section survives the end of these Terms and your account.

15.Changes and Termination

15.1 Changes to these Terms. We may update these Terms. We will give you notice of material changes by email or in the app, normally at least 14 days before they take effect, except where a change is needed for legal reasons or relates to a new feature, in which case it may take effect sooner. If you keep using the Service after a change takes effect, you accept the updated Terms. If you do not accept them, stop using the Service and delete your account. Changes do not apply retroactively to a dispute that began before the change.

15.2 Ending your use. You may stop using Penny and delete your account at any time in Settings → Account → Delete Account, or by emailing support@explorepenny.com. Deletion timelines are in our Privacy Policy.

15.3 Our right to suspend or terminate. We may suspend or terminate your account or access, or stop providing all or part of the Service, if we reasonably believe that you have violated these Terms or our Community Guidelines; that you have created risk or possible legal exposure for us or others; that your account should be removed because of unlawful conduct, fraud, location falsification or ban evasion; that the account has been inactive for a prolonged period; or that providing the Service to you is no longer commercially viable. Where the law allows, we may also do so for any other reason on reasonable notice. We will try to notify you.

15.4 Effect. When these Terms end, your license to use the Service ends. Sections that by their nature should continue will continue, including Sections 4.3 (as it concerns copies described there), 5, 6.6, 9, 11 to 14 and 16.

15.5 Reinstatement. If you believe your account was ended by mistake, you may appeal under Section 6.5.

16.General Provisions

16.1 Entire agreement. These Terms, our Privacy Policy and our Community Guidelines are the entire agreement between you and Penny about the Service. Additional terms for specific features or partners apply where we present them to you, and prevail over these Terms for that feature if they conflict.

16.2 Severability. If any provision of these Terms is held invalid or unenforceable in a particular jurisdiction, it will be limited or removed to the minimum extent necessary in that jurisdiction, and the rest of these Terms stays in effect. Each provision is severable from the others, and from the same provision as it applies elsewhere. As Penny expands to other states and countries, a provision that cannot be applied in one jurisdiction does not affect its application in any other.

16.3 No waiver. Our failure to enforce a provision is not a waiver of it.

16.4 Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets.

16.5 Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control.

16.6 Relationship; beneficiaries. You and Penny are independent parties. These Terms create no partnership, agency or employment. Except for the Penny Parties and our licensors, who are intended beneficiaries of Sections 9 and 11 to 13, there are no third-party beneficiaries.

16.7 Electronic communications. You consent to receive notices from us electronically, including by email and in the app.

16.8 Interpretation. "Including" means "including without limitation." Headings are for convenience. These Terms are in English, and the English version controls if there is a conflict with a translation.

16.9 Apple and Google. These Terms are between you and Penny, not Apple Inc. or Google LLC. Penny, not Apple or Google, is solely responsible for any maintenance and support for the app, and Apple and Google have no obligation to provide any. If the app fails to conform to an applicable warranty, you may notify Apple, and Apple will refund any purchase price for the app. To the maximum extent permitted by law, Apple has no other warranty obligation, and any other claims, losses, liabilities, damages, costs or expenses attributable to a failure to conform to a warranty are Penny's responsibility. Penny, not Apple or Google, is responsible for the app and its content, and for addressing any claim by you or a third party relating to the app or your possession and use of it, including product liability claims, claims that the app fails to meet a legal or regulatory requirement, and claims under consumer-protection law. If a third party claims that the app infringes its intellectual property rights, Penny, not Apple, is solely responsible for investigating, defending, settling and discharging that claim. Contact details for questions, complaints and claims about the app are in Section 17. You confirm that you are not located in a country subject to a U.S. embargo and are not on a U.S. list of prohibited parties. Apple and its subsidiaries are third-party beneficiaries of these Terms as they apply to the iOS app and may enforce them against you. You must also comply with the third-party terms of any services you use alongside the app. For the iOS app, the license in Section 3.7 is limited to Apple-branded devices that you own or control, as the Usage Rules in Apple's Media Services Terms permit, except that other accounts associated with the purchaser may use the app through Family Sharing, volume purchasing or Legacy Contacts. For the Android app, it is limited to devices on which Google Play allows installation. Google's Developer Distribution Agreement may give you additional rights to use the Android app, and these Terms do not reduce them, but we may still suspend or end your account and access to the Service as these Terms provide.

17.Contact

Penny App Inc. General, legal notices, appeals, privacy and safety: support@explorepenny.com Copyright notices: dmca@explorepenny.com Mail: 1000 Brickell Ave., Suite 715, Miami, FL 33131 Telephone: (786) 891-9322 Website: explorepenny.com

If someone is in immediate danger, call 911 or your local emergency number.