Kairo Health, Inc. d/b/a Freed Mobile Terms and Conditions and Judge or Jury Trial Waiver

THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION AND JURY TRIAL WAIVER CLAUSES IN SECTION 7 BELOW THAT IS APPLICABLE TO YOU AND US.

Last Updated: March 16, 2025

This Agreement governs the provision of the Services by Kairo Health, Inc. d/b/a Freed Mobile (“Freed Mobile,” the “Company,” “we,” “us,” or “our”) to you (“your,” “applicant,” “customer,” “subscriber,” “participant,” or “user”) and your use of the Services and Devices. As used in this Agreement, the term: (A) “Services” means our health and wellness related services, our website www.freedmobile.com (“Site”), the Freed Mobile app (“App”) and any other related apps that may be installed on your Devices (collectively, “Services”), as well as the Devices you use with our Services. 

The complete Agreement between you and Freed Mobile consists of:

  1. these Terms and Conditions, including the Acceptable Use Policy and the binding arbitration clause;

  2. the Freed Mobile Privacy Policy, available at www.freedmobile.com/privacy-policy and 

  3. any other policies or documents incorporated herein or therein by reference.

Those subscribers to the Freed Mobile Powered by American Broadband and Telecommunications Company, LLC Lifeline Services are subject to the American Broadband and Telecommunications Company, LLC Terms and Conditions located at https://www.americanassistance.com/wp-content/uploads/2022/10/ambt-tcs-v6.pdf

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY as they contain important information about your rights and obligations related to the Services and the Devices you use in connection with these Services. These Terms and Conditions: (1) require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions; (2) limit our liability and the remedies available to you in the event of a dispute; (3) permit us to terminate, suspend, modify, or limit your Services at any time, without prior notice, and for any reason, including your violation of these Terms and Conditions; and (4) reserve our right to modify these Terms and Conditions at any time, in our sole discretion, and with limited notice requirements, with most modifications becoming binding on you once posted on the Site, which you should check regularly for updates.

THIS AGREEMENT BECOMES EFFECTIVE AND LEGALLY BINDING ON YOU WHEN YOU: (a) initiate, enroll in, or subscribe to the Services; (b) use or attempt to use the Services; (c) pay for the Services; (d) upgrade or modify the Services, (e) start any application, program, or software that states you are accepting this Agreement, or (f) accept the Services or Agreement through any written, oral, or electronic statement or signature. This Agreement continues until we or you terminate your Services. You must be 18 years or older to enter into this Agreement. When you accept these Terms of Service, you represent that you are at least 18 years of age and that you meet the eligibility standards for Freed Mobile’s Services. If you disagree with any of the terms or conditions stated herein or you are not 18 years of age, do not initiate Services with Freed Mobile or contact Freed Mobile Customer Service immediately to terminate your Services by dialing 611 from a Device or calling toll-free at 1.855.537.3331. We may deny requests to subscribe to our Services for any lawful reason.


Contents

1. FREED MOBILE HEALTH AND WELLNESS RELATED SERVICES

2. DEVICES

2.1. Use of Devices

2.2. Software Updates

2.3. Device Software, Content, and Applications

2.4. Unauthorized Modifications

3. REWARDS

4. CHARGES AND PAYMENTS

4.1. Charges, Fees, and Taxes

4.2. Non-Payment and Late Payment

4.3. Third-Party Purchases

5. SERVICE FEATURES, LIMITATIONS, AND NOTICES

5.1. Account Access

5.2. Service Security and Optimization

5.3. Wireless Device Location Information

5.4. Third-Party Content and Applications

6. ACCEPTABLE USE POLICY

7. TERMINATION, SUSPENSION, MODIFICATION, AND LIMITATIONS OF YOUR SERVICES

8. WARRANTIES, LIABILITIES, AND INDEMNIFICATION

8.1. Warranty Disclaimer

8.2. Limitation of Liabilities

8.3. Indemnification

9. DISPUTE RESOLUTION

9.1. Dispute Resolution by Mandatory, Individual, and Binding Arbitration

9.2. Governing Law, Venue and Jurisdiction, and Court Proceedings

10. MISCELLANEOUS

10.1. Consent to Receive Communications

10.2. Modifications to this Agreement

10.3. Notices

10.4. No Third-Party Beneficiaries

10.5. Assignment

10.6. Force Majeure

10.7. Enforcement and Waiver

10.8. Survivability

10.9. Severability

10.10. Headings

10.11. Language

10.12. Integration

11. CUSTOMER SERVICE CONTACT INFORMATION


1. FREED MOBILE HEALTH AND WELLNESS RELATED SERVICES

Freed Mobile is not a medical or health provider, and our Services do not provide medical advice. Neither the Services nor any communication you make with us or receive from us constitutes or creates any sort of doctor-patient relationship. Our Services are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. If you think you may have a medical emergency, call your doctor or 911 immediately.

Our Services are designed to assist you in managing your health and wellness services, as well as to identify, implement, and continue healthy behaviors and habits. As such, Freed Mobile obtains your health information on your behalf and uses your health information to identify opportunities that benefit your health and wellbeing. Please see our Privacy Policy for additional details.

Our Services may assist you in taking actions to achieve those behaviors. For example, we may help you arrange for transportation to and from a health care appointment. Similarly, we may offer rewards for healthy behaviors. Also, our App may prompt you to check-in on your health status.


2. DEVICES

2.1 Use of Device

If you qualify, you will receive a wireless Device to use for free with the Services. You agree and understand that this Device belongs to Freed Mobile and is only made available to you while you are actively using our Services, including the App and the MDM application as described below.

The Device you receive comes preloaded with our App and a mobile device management (“MDM”) application. This MDM application gives us the ability to remotely access your Device to 1) perform various service and support functions related to your Services; and 2) manage the functions, features and information offered by our App on the Device.  

The Device, and particularly our App and MDM application, are an integral part of the Services we provide to you. You may change the Device settings and remove the MDM application or the App, but doing so may prevent us from being able to provide you our Services and prevent you from receiving the benefits of our Services. 

We reserve the right to lock and restrict your access to the Device if you change the Device settings, remove the MDM application or the App, or otherwise do not actively participate in the Services.

You further agree and understand that you may be required to return the Device to Freed Mobile if for any reason 1) your Services from Freed Mobile are terminated, or 2) your Freed Mobile Powered by American Broadband and Telecommunications Company, LLC Lifeline Services are terminated.

Freed Mobile does not manufacture any Devices or equipment you may use with the Services. We are not liable for any defects, acts, or omissions of the manufacturers. 

2.2 Software Updates

Freed Mobile may, from time-to-time remotely update or change the Device’s software, applications, or programming, including the Device’s electronic SIM card, without notice, to address security, safety, or other issues that impact our Underlying Carrier’s network or your Device. These changes will modify the Device and may affect or erase data stored on the Device, how you have programmed the Device, or how you use the Device. Freed Mobile is not responsible for lost data or functionality. While the Device is receiving a software update, whether by our action or yours, you may be unable to use the Device in any manner until the software update is complete, including to contact 911 or other emergency services.

2.3 Device Software, Content, and Applications

Freed Mobile may offer software, content, and applications, which you may choose to download from Freed Mobile or third-party sources or that may come preinstalled on the Device. These may or may not be branded as Freed Mobile software, content, and applications. These software, content, and applications are licensed, not sold, to you by Freed Mobile and/or its licensors/suppliers for personal, lawful, non-commercial use solely in connection with your use of the Device with our Services. You may be subject to additional license terms between you and the third-party creator or owner of such software, content, and applications. You acknowledge Freed Mobile or its licensors/suppliers are the intended third party beneficiaries of these licenses. Your use of these software, content, and applications must comply with their intended purposes, the license, this Agreement, and all applicable laws. You may only make such copies as is reasonably necessary for your personal non-commercial use. You may not (and you agree not to enable others to) otherwise copy, decompile, reverse engineer, disassemble, reproduce, attempt to derive the source code of, decrypt, modify, defeat, or circumvent protective and other digital rights management mechanisms, combine, or create derivative works of the software, content, and applications or any portion thereof. You may not rent, lease, lend, sell, redistribute, transfer, sublicense, broadcast, or cause public performance of the software, content, and applications or any portion thereof. You agree the software, content, and applications contain proprietary information owned by Freed Mobile, its licensors/suppliers, or the creator/owner. Freed Mobile and its licensors/suppliers reserve the right to update, modify, delete, suspend or terminate access to, or impose limits on the use or access of the software, content, and applications at any time, without notice. Without limitation, the warranty disclaimer, limitation of liability, and indemnification provisions found in this Agreement apply to these software, content, and applications.

2.4 Unauthorized Modifications

You are not permitted to unlock, re-flash, tamper with, or otherwise alter the hardware or software on the Device for any purpose. The Device may have a software programming lock that protects certain of the handset’s operating parameters against unauthorized reprogramming.


3. REWARDS

Freed Mobile may from time to time offer you rewards (e.g. additional data) in connection with healthy behaviors (“Rewards”). Rewards are offered at the sole discretion of Freed Mobile.  Rewards can only be claimed and redeemed by an account holder and only will be associated with the account of the customer who was offered the Rewards. Rewards may not be sold or transferred to another Freed Mobile account or to any other person. Rewards have no fixed or cash value or equivalent, and may not be exchanged, transferred, resold, redeemed, or substituted for cash, merchandise, or services. If your Freed Mobile Services are terminated for any reason, any Rewards offered to you or associated with your account are forfeited. Rewards are not your property and Freed Mobile may, in its sole discretion, change, modify, discontinue, suspend, revoke, cancel, or terminate them at any time, with or without notice. Rewards may not be available to all subscribers, in all locations, or combinable with other Rewards. Rewards may be subject to additional terms and conditions as described to you when offered to you.


4. CHARGES AND PAYMENTS

4.1 Charges, Fees, and Taxes

You are responsible for paying all one-time and recurring charges that result from your commercial relationship with Freed Mobile and from the use of our Services. Taxes, fees, and surcharges may vary depending on the billing address associated with your account and may vary from month-to-month based on our or the government’s calculations. We may, but are not obligated to, provide notice of such variances. Advertised rates may not include federal, state, and local taxes, fees, surcharges, and other assessments. All charges, fees, and taxes, once paid, are non-refundable.

4.2 Non-Payment and Late Payment

If we attempt to charge your credit card or any other payment account for a charge and the credit card company or other financial institution withholds such payment because there is an insufficient balance or the charge has been disputed (a “Chargeback”), we reserve the right to suspend your access to our service for up to 30 days until the payment is processed or the Chargeback is reversed. If the non-payment is not resolved and reversed, your account will be deactivated at the end of the 30-day period and Freed Mobile will assess you a termination charge equal to the balance in your account or the highest amount permitted by law, which is not refundable even if you reactivate your account. If your account is reactivated, you may be charged a fee for each non-payment. You agree to reimburse us the fees of any collection agency, which may be based on a percentage at a maximum of 33% of the debt, and all costs and expenses, including reasonable attorneys’ fees, we incur in such collection efforts or the most allowed by law, whichever is less. We may also charge you fees when your payments are not made on or before your scheduled payment date.

4.3 Third-Party Purchases

The Device associated with your Services may be used to purchase content, information, applications, and other goods and services from third parties, including in-app purchases (collectively, “Third-Party Purchases”). You are responsible for all charges resulting from Third-Party Purchases and are presumed to have provided the consent and representations required for those purchases regardless of whether the purchases were made by you or someone using a Device associated with your account, including consent for the use and disclosure of your account information to provision and bill for the purchases, consent to use location information to deliver the purchases to the Device, and representations of age for the person using the Device when a purchase is made. If you cancel or attempt to cancel a download or purchase that is in progress, or if a download or purchase is otherwise interrupted through no action on your part, you may nevertheless be charged in accordance with the terms and conditions associated with the purchase. Freed Mobile will not be liable for any such charges. If you believe your Services were used fraudulently to make purchases, you must notify us immediately and provide us with such documentation and information as we may request (including affidavits and police reports) as evidence of the fraudulent use. Until you notify us, you will remain responsible for all charges. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. Failure to provide reasonable cooperation may result in your liability for all fraudulent usage and charges. Freed Mobile makes no representations or warranties (expressed or implied), to the fullest extent permitted by law, including for merchantability or fitness for a particular purpose, of Third-Party Purchases nor are we responsible for proper download, installation, functionality, or security of Third-Party Purchases.


5. SERVICE FEATURES, LIMITATIONS, AND NOTICES

5.1 Account Access

You can access your subscriber account information by contacting Freed Mobile Customer Service and providing necessary authentication information. You should not provide your account authentication information, including your password, to third parties, and such information should be stored safely to prevent third-party access. If you believe your account authentication information was disclosed or accessed by an unauthorized person, we advise you to change the information immediately.

5.2 Service Security and Optimization

Freed Mobile may, but is not obligated to, take any action it deems necessary to: (1) address security threats and otherwise protect the networks, Services, systems, and equipment from harm or degradation; (2) optimize, improve, or manage the networks, Services, systems, and equipment; (3) preserve and protect our rights and interests and those of their subscribers and third parties; and (4) otherwise ensure the activities of some users do not impair the ability of Freed Mobile subscribers to receive Services. Such actions may include, but are not limited to:

  1. discontinuing, blocking, or terminating certain categories of Services;

  2. blocking hacking and other attempts for unauthorized access; and

  3. blocking or terminating usage that is indicative of uses prohibited by the Acceptable Use Policy (Section 6). 

5.3 Wireless Device Location Information

The Device may be location enabled, which means the location of your Device can be determined by using Global Positioning Satellite (“GPS”), wireless network location information, or other location technology when your device is turned on. Your location information may be used by us,      or third-party services, as described in our Privacy Policy, available at  www.freedmobile.com/privacy-policy. Your location information may also be accessed and used by third-party Content and Applications (“Location-Based Services”). Please review the terms and conditions and privacy policies for each Location-Based Service to learn how your location information will be used and protected. The use of certain Location-Based Services or the disclosure of location information may be restricted by use of parental controls or similar features. You may be able to configure the settings on your Device or in third-party services to restrict or disable the sharing of your location information. It is your responsibility to notify individuals who may use your Device that it may be location enabled.

5.4 Third-Party Content and Applications

Devices may be used to access and disseminate third-party “Content and Applications” through the Services. Some Content and Applications may: (i) harm your Device or its software; (ii) infringe on the rights of others; (iii) be unreliable, inaccurate, or incomplete; (iv) be offensive, indecent, or objectionable; or (v) be unsuitable for minors. When you access, download, install, or use Content and Applications, you may voluntarily or involuntarily provide information to third-party Content and Application providers. You are solely responsible for evaluating the Content and Applications accessed while using the Device and Services. By allowing a minor to use the Device and Services, you are consenting to the minor being able to access any Content and Applications available through the Services and provide information to the Content and Application providers; we strongly recommend that you monitor the Content and Applications accessed by minors using the Device and Services. Freed Mobile does not control and is not responsible for the Content and Applications accessed or disseminated using the Device or Services. We may, but do not have the obligation to, monitor, review, and restrict or refuse to transmit certain Content and Applications. Freed Mobile is not a publisher of third-party Content and Applications. When you access, download, install, or use Content and Applications, you are subject to the terms and conditions and privacy policies of those Content and Applications. You may review our Privacy Policy, at www.freedmobile.com/privacy-policy to learn how you may provide information to Content and Applications. For assistance with third-party Content and Applications, contact the third-party developers or owners directly.


6. ACCEPTABLE USE POLICY

You are only permitted to use Freed Mobile’s Services, and the Device, for lawful, personal, and non-commercial uses. 

Prohibited uses included those that are unlawful, harmful, or otherwise impact our ability to provide the Services to our subscribers. You are responsible for all activity through the Device and Services, including any conduct by others, and are liable to Freed Mobile for any prohibited uses or damages resulting from prohibited activities or uses that occur using the Device or Services. Prohibited uses include, but are not limited to:

  1. Violation of the American Broadband and Telecommunications Company, LLC Lifeline Service Terms and Conditions: using the Device or Services violated or attempted to violate the American Broadband and Telecommunications Company, LLC Terms and Conditions located at https://www.americanassistance.com/wp-content/uploads/2022/10/ambt-tcs-v6.pdf;

  2. Infringement: Infringing or otherwise violating any intellectual property rights or other proprietary rights including, without limitation, material protected by copyright, trademark, patent, trade secret, or other intellectual property right, which may result from the unauthorized copying, distribution, posting, editing, or modifying of pictures, logos, software, articles, musical works, and videos.

  3. Unlawful, Offensive, and Harmful Conduct or Content: Engaging in conduct or dissemination of content that is unlawful, libelous, slanderous, defamatory, obscene, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, inciting unlawful or violent acts, or otherwise objectionable. Without limiting the foregoing, you may not access or use our Services or the Devices in any manner for the transmission or dissemination of images containing child pornography. We reserve the right to remove or delete any content you have disseminated using our Services that, in our sole discretion, have determined violates this Agreement or is otherwise objectionable.

  4. Fraudulent Conduct: Engaging in any fraudulent activity, including, but not limited to: (1) conducting fraudulent business operations and practices; (2) offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, chain letters, and pyramid schemes); and (3) individual or business representation as an authorized third-party affiliation or agent for a business entity without the business’ prior consent.

  5. Falsification/Impersonation: Using the Device or Services to impersonate any person or entity; falsely state, mask, or otherwise misrepresent yourself or your affiliation with any person or entity; or create a false identity for the purpose of misleading others. Without limiting the foregoing, you may not use invalid or forged headers, invalid or non-existent domain names, false date or time stamps, false originating e-mail addresses or other identifiers, or other means of deceptive addressing.

  6. Commercial, Unsolicited, and Spam Communications: Using the Services to distribute, publish, send, or engage in: (i) commercial, marketing, advertising, or promotional communications or solicitations to any person without the person’s consent; (ii) spam, chain mail, bulk messages, automatically generated messages, numerous copies of the same or substantially similar messages, empty messages, or messages that contain no substantive content; and (iii) telemarketing, autodialed, or prerecorded communications. This includes using our mail servers or another site’s mail server to relay messages without the express permission of the account holder or the site. 

  7. Violation of Third-Party Policies: Violating the rules, regulations, or policies that apply to any third-party network, server, computer database, website, or application you access.

  8. Unauthorized Information Collection: Using our Services for unauthorized information collection, including, but not limited to: phishing, spidering, harvesting, or any other unauthorized collection of e-mail addresses, screen names, or other identifiers of others, using software (including “spyware”) designed to facilitate such activity; or conducting commercial research or commercial data collection, including collecting responses from unsolicited messages.

  9. Malicious Software: Distributing, publishing, or posting content that is malicious software (i.e., malware) into the network or through the Services, including, without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancelbots, or any other computer programming routines that may damage, interfere with, secretly intercept or seize any system, program, data, or personal information.

  10. Hacking: Without the express prior authorization of the owner of any data, systems, or networks, accessing or using such data, systems, or networks, including attempting to gain unauthorized access to, alter, or destroy any information that relates to any Freed Mobile subscriber or other end-user and attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures.

  11. Interception: Monitoring data or traffic on any system or network without the express prior authorization of the owner of the system or network.

  12. Intentional Interference: Interfering with service to any user, host, or network including, without limitation, denial-of-service attacks, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, and broadcast attacks.

  13. Device Modifications: Unlocking, re-flashing, rooting, tampering with, altering, or otherwise modifying the Device or its software without authorization.

  14. Miscellaneous: Reselling or leasing the Services; using the Service for commercial activities; engaging in any other conduct that could or does harm or adversely affect our other subscribers, employees, business, reputation, network, property, Services, operations, or any other person; or assisting, facilitating, or allowing anyone else to do or attempt to do any of the above activities.

This Acceptable Use Policy, including the prohibited uses, applies to all Freed Mobile Services. If you use the Services  for anything other than personal, non-commercial use or engaging in any other unauthorized, excessive, or abusive use, including uses prohibited by this Acceptable Use Policy, we may, at our sole discretion, terminate, suspend, modify, or limit your Services, as discussed in Section 7.

You are responsible for all fraudulent use of your Device and the Services. In the event you discover or reasonably believe your Device or the Services are being used for fraudulent activities, you must immediately notify Freed Mobile at 1.855.537.3331. In the event Freed Mobile discovers or reasonably believes your Device or the Services are being used for fraudulent activities, Freed Mobile may take action to prevent such fraudulent activities from taking place, including the termination, suspension, modification, or limitation of your Services, as discussed in Section 7. Always use your Device in a safe manner that does not create a risk to your safety or the safety of others around you. While driving, use a hands-free mechanism for your wireless device and do not use your wireless Device to send text messages.

You agree that a violation of this the Acceptable Use Policy harms Freed Mobile, which cannot be fully redressed by money damages, and that we shall be entitled to immediate injunctive relief in addition to all other remedies available without the requirement to post a bond. If you want to report any violations of this Acceptable Use Policy, please email us at support@freedmobile.com. 


7. TERMINATION, SUSPENSION, MODIFICATION, AND LIMITATIONS OF YOUR SERVICES

Either party may terminate the Services, which will terminate this Agreement, at any time on advance notice to the other party with or without cause. Freed Mobile may, at any time, with or without prior notice, and at our sole discretion, terminate, suspend, modify, or limit your Services if:

  1. we know or suspect you or someone using your Device or Services violated or attempted to violate this Agreement, including Section 2.1, the Acceptable Use Policy in Section 6, or any other Freed Mobile policies or terms and conditions;

  2. If you are a subscriber to the Freed Mobile Powered by American Broadband and Telecommunications Company, LLC Lifeline Services, and we know or suspect you or someone using the Device or Services violated or attempted to violate the American Broadband and Telecommunications Company, LLC Terms and Conditions located at https://www.americanassistance.com/wp-content/uploads/2022/10/ambt-tcs-v6.pdf;

  3. we know or suspect you used or attempted to use false or fraudulent means to obtain our Services;

  4. we know or suspect you violated or attempted to violate any applicable laws or regulations;

  5. we know or suspect that you have committed a criminal or harmful act against Freed Mobile or any of our employees or agents;

  6. we know or suspect you are using our Services for fraudulent purposes;

  7. we know or suspect you have engaged in improper, illegal, or unauthorized use of your  Device;

  8. your payment is returned unpaid, you fail to make all required payments when due, any payment is past due, or we reasonably believe there has been fraudulent payment activity in connection with your Services;

  9. you provide inaccurate or misleading credit information, your credit has deteriorated, you become insolvent or bankrupt, or we otherwise believe that there is a risk of nonpayment;

  10. your actions expose Freed Mobile to sanctions, prosecution, civil action, or other liability;

  11. your actions interfere with another subscriber’s ability to use the Services;

  12. your actions otherwise present an imminent risk of harm to Freed Mobile or its subscribers.

  13. we discover you are under 18 years old and therefore incapable of contracting for goods and services;

  14. you threaten, harass, abuse, offend, or use vulgar, derogatory, or inappropriate language toward our employees, agents, or any person whom you contact using our Services or your Device;

  15. we are ordered to do so by any federal or state government entity with authority to do so;

  16. a condition immediately dangerous or hazardous to life, physical safety, or property exists;

  17. we cease to provide Services in your area; or

  18. for any other operational or governmental reason.

We are not liable for any harms that may result from termination, suspension, modification, and limitations of your Services.

You can request that we terminate your Services by contacting Customer Service by dialing 611 from your Device or calling toll-free at 1.855.537.3331.


8. WARRANTIES, LIABILITIES, AND INDEMNIFICATION

8.1 Warranty Disclaimer

Freed Mobile makes no representations or warranties, express or implied, including without limitation, any implied warranty of merchantability, suitability, non-infringement, or fitness for a particular purpose, or performance to you or any other person or entity in connection with, arising out of, or relating to the Services, to the fullest extent permitted by law. We do not authorize anyone to make warranties on our behalf. We do not guarantee uninterrupted or error-free Services, or that our Services will result in any particular health or wellness outcome. You should implement appropriate safeguards to secure your Device and any other equipment you may use with the Services. We do not manufacture any Devices or equipment that are used with our Services and are not responsible for any defects, acts, or omissions of the manufacturers, including any warranty, patent, or licensing obligations. 

8.2 Limitation of Liabilities

To the fullest extent permitted by law, you agree that Freed Mobile and all parents, subsidiaries, affiliates and their past, present, and future officers, directors, employees, agents, representatives, partners, licensors, successors, and assigns shall not be liable, whether or not due to our or their negligence, for any:

  1. act, omission, or error by you or a third party, including third-party service providers or vendors;

  2. charges for any products or services provided by third parties and accessed through or for use with our Services;

  3. claims against you by third parties;

  4. mistake, omission, interruption, outage, error, failure, delay, defect, or limitation in the provision of Services;

  5. deficiencies or problems with a Device;

  6. damage, injury, or loss caused by or arising out of your use of the Services, including traffic or other accidents and health-related risks or issues, or our suspension or termination of the Services;

  7. damage, injury, or loss caused by any interruption, failure, or delay in accessing or attempting to access emergency services from a Device or using the Services, including 911 services;

  8. interrupted, failed, or inaccurate location services;

  9. quality, appropriateness, accuracy, or suitability of any content, information, or applications you may access while using the Service;

  10. information or communications that are blocked by a spam filter or that we otherwise restrict or block consistent with this Agreement;

  11. damage, harm, or loss that may result from your communications being intercepted;

  12. unauthorized access to your account caused by your actions or that circumvent our reasonable security measures;

  13. unauthorized access to your Device;

  14. changes in operation, equipment, or technology that cause your Device or software to be rendered obsolete or require modification;

  15. damage to or loss of any information or data stored on your Device or any other equipment you use with the Services (including when we service your Device);

  16. loss or disclosure of sensitive information you transmit when using the Services (including any damage, loss, harm, or disclosure that results from malware);

  17. default, delay, damage, or harm due to factors beyond our control (i.e., force majeure events, as described in Section 10.6); or unauthorized or disputed charges for Freed Mobile services that appeared more than 15 days earlier on your online account statement and which you did not properly dispute within 15 days after the charge was posted to your account (no fiduciary or other special relationship exists between you and Freed Mobile by virtue of this Agreement or your use of Freed Mobile Devices and Services.

To the fullest extent permitted law, Freed Mobile shall not be liable for any indirect, special, punitive, incidental, exemplary, or consequential losses or damages you or any third party may suffer by use of or inability to use the Services or the Device, including loss of business or goodwill, loss of revenue or profits, property damage, costs for replacing products and services, or claims of personal injuries. To the fullest extent permitted by law, our liability for monetary damages for any claims you may have against us shall not exceed the total amount of charges paid for the applicable products or services. The above limitations of liability will apply regardless of the theory of liability, including fraud, misrepresentation, breach of contract, personal injury, negligence, or product liability.

8.3 Indemnification

To the fullest extent permitted by law, you agree to defend, release, indemnify, and hold harmless Freed Mobile and parents, subsidiaries, affiliates and their past, present, and future officers, directors, employees, agents, representatives, partners, licensors, successors, and assigns from and against any and all losses, claims, liabilities, injuries, costs, penalties, damages, settlements, and expenses (including taxes, fees, fines, penalties, interest, expenses, and attorneys’ fees) arising out of or relating to, directly or indirectly, your or any other person’s use of a Device or the Services, whether based in contract or tort (including strict liability) and regardless of the form of action; your acts or omissions, including your breach or violation of this Agreement, other Freed Mobile policies, or any applicable statutes, ordinances, laws or regulations of any federal, state, or local authority; and claims arising in whole or in part from the alleged negligence of Freed Mobile. If we reasonably determine that a claim might adversely affect Freed Mobile, you will use counsel reasonably satisfactory to us to defend each claim, you will not consent to the entry of a judgment or settle a claim without our prior written consent, and we may take control of the defense at our expense (and without limiting your indemnification obligations). This obligation shall survive termination of your Services with Freed Mobile.


9. DISPUTE RESOLUTION

9.1 Dispute Resolution by Mandatory, Individual, and Binding Arbitration 

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Summary: Most subscriber concerns can be resolved quickly and to the subscriber’s satisfaction by contacting Freed Mobile Customer Support by dialing 611 from the Device or calling toll-free at 1.855.537.3331. In the unlikely event that Customer Support is unable to resolve a complaint you may have to your satisfaction (or if Freed Mobile has not been able to resolve a Dispute it has with you after attempting to do so informally), we each agree to resolve those Disputes through binding arbitration or small claims court, instead of courts of general jurisdiction. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Each party will bear the cost of preparing and prosecuting its case. Freed Mobile will be responsible for all costs of arbitration for non-frivolous claims that do not exceed $25,000, so long as you follow the notice procedures set forth in Section 9.1(C). Moreover, you are entitled to recover attorneys’ fees from Freed Mobile to at the same extent as you would be in court.

Notwithstanding the foregoing, you maintain your right to file a complaint with the Federal Communications Commission (FCC), your state’s Public Service Commission, or any other federal or state government that may, if permitted by law, seek relief against us on your behalf.

Arbitration Agreement.

  1. Mandatory, Individual, and Binding Arbitration. You and Freed Mobile agree that any Dispute, as defined below, arising out of or relating in any way to your use of the Services, or to any other products or services sold or distributed by Freed Mobile, including any Dispute or claim as to the scope or applicability of this agreement to arbitrate, shall be resolved only by final and binding, individual arbitration between You and Freed Mobile, except that: (1) you may assert claims in small claims court on an individual basis if your claims qualify; and (2) this agreement to arbitrate does not include your or our right to seek injunctive or other equitable relief in a court of competent jurisdiction pursuant to Section 9.2, to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this Agreement and govern all questions as to whether a Dispute is subject to arbitration. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement.

  2. Dispute. The term “Dispute” shall include any Dispute, claim, or controversy between you and Freed Mobile, including our employees, agents, affiliates, and other representatives, regarding or relating to any aspect of your relationship with Freed Mobile, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” also includes, but is not limited to, any and all claims between you and Freed Mobile in any way related to or concerning this Agreement or our Services, t received by you from Freed Mobile or a party acting on Freed Mobile’s behalf. The term “Dispute” is to be given the broadest possible meaning that will be enforced and includes Disputes that arise after the Services or this Agreement are terminated, Disputes that arose before the existence of this or any prior Agreement, and Disputes that are currently the subject of putative class action litigation in which you are not a member of a certified class.

  3. Pre-Arbitration Dispute Notice: Before initiating an arbitration, you and Freed Mobile each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) sufficient information to identify your account, including the name of the account and mobile telephone number at issue; (b) a written description of the problem and relevant documents and supporting information; and (c) a statement of the specific relief sought. A Notice of Dispute can be (1) mailed to Freed Mobile, Attn. Customer Services, 333 Hudston St., Ste 503, New York, NY  10013 (the “Notice Address”), or (2) emailed to support@freedmobile.com. Freed Mobile will provide a Notice of Dispute to you via the mailing address, email address, or phone number associated with your Freed Mobile account. If you and Freed Mobile are unable to reach an agreement to resolve the Dispute within 60 days after the notice is received, you or Freed Mobile may commence an arbitration proceeding. The 60-day pre-arbitration notice period begins to run only after a complete notice is received. Moreover, unless prohibited by law, you must commence any legal action (by filing a lawsuit in small claims court or by filing a demand for arbitration), within two years of the date of the event or facts giving rise to the Dispute or you waive the right to pursue that claim. This contractual limitations period is tolled during the pre-arbitration notice period. You agree to pay the full amount reflected on any account statement, even while a Dispute is being resolved.

  4. Arbitration Process and Procedure.

    1. All Disputes shall be determined by binding arbitration: (1) administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the then-current JAMS Streamlined Arbitration Rules & Procedures effective June 1, 2021 (the “JAMS Rules”), and as modified by this agreement to arbitrate; (2) conducted by a single, neutral arbitrator; and (3) conducted telephonically, unless an in-person hearing is agreed to by you and Freed Mobile, which, in such case, shall take place in the county where you reside. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply.

    2. Disputes may also be referred to another arbitration organization if you and Freed Mobile agree in writing, or to an arbitrator appointed pursuant to Section 5 of the Federal Arbitration Act (9 U.S.C. § 1, et seq.).

    3. We each agree that any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, collective, consolidated or representative action.

    4. You understand and agree that by entering into this agreement, you and Freed Mobile are each waiving the right to a trial by jury and the right to participate in a class action for any Dispute covered by this agreement.

    5. The JAMS Rules are available on its website at www.jamsadr.com/rules-streamlined-arbitration. Notwithstanding any JAMS Rules to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern, you and Freed Mobile each agree that all issues regarding the Dispute are delegated to the arbitrator to decide, except that the arbitrator is bound by and cannot modify the terms of this Agreement and a court (and not the arbitrator) shall decide any disagreements regarding the scope and enforceability of this agreement to arbitrate.

    6. To commence an arbitration, a Demand for Arbitration is required to be executed and served on Freed Mobile. Service of the Demand for Arbitration on Freed Mobile can be mailed to the Notice Address pursuant to the instructions provided by JAMS to submit a Dispute for arbitration. Service of the Demand for Arbitration on you will be sent to you via the mailing address or email address associated with your Freed Mobile account. Further instructions on submitting a Demand for Arbitration can be found at www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. 

  5. WAIVER OF CLASS OR CONSOLIDATED ACTIONS. You and Freed Mobile agree to resolve any Dispute in an individual capacity, and not on behalf of, or as part of, any purported class, collective, consolidated, or representative proceeding, including, without limitation, as a representative member of a class or in a private attorney general capacity. Further, unless both you and Freed Mobile expressly agree otherwise, the arbitrator may not consolidate more than one person’s claim and cannot preside over any class, consolidated, collective, or representative proceeding.

  6. Arbitrator Selection. Arbitration will be conducted by one neutral arbitrator selected with the participation and involvement of both Freed Mobile and you pursuant to the JAMS Rules.

  7. Arbitrator Award. An arbitrator’s award will consist of a written statement of the disposition of each Dispute and a concise written statement of the essential findings and conclusion on which the award is based. Except where prohibited by law, you and Freed Mobile agree that no arbitrator has the authority to award punitive damages or any other damages not measured by the prevailing party’s actual damages. The arbitrator’s decision and award are final and binding, subject only to the limited court review permitted under the Federal Arbitration Act, and judgment on the award may be entered in any court of competent jurisdiction. Neither you nor Freed Mobile shall disclose the existence, contents, or results of any arbitration, except to the extent required by law or to enforce an award.

  8. Costs and Fees. Each party will bear the cost of preparing and prosecuting its case. Notwithstanding the foregoing, so long as you comply with the notice procedures set forth in Section 9.1(C) and fully participate in the proceeding, Freed Mobile will reimburse you for any filing fees and be responsible for administrative and arbitrator fees for non-frivolous claims that do not exceed $25,000. If the arbitrator determines that your claim was filed for purposes of harassment or is patently frivolous, the arbitrator will require you to reimburse Freed Mobile for any filing, administrative, or arbitrator fees.

  9. Severability. If any part of this Arbitration Agreement is found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. If, however, if a court or arbitrator finds that the WAIVER OF CLASS OR CONSOLIDATED PROCEEDINGS is void or unenforceable for any reason or than an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety.

  10. Survivability. This Arbitration Agreement shall survive termination of this Agreement.

9.2 Governing Law, Venue and Jurisdiction, and Court Proceedings

Except to the extent preempted by or inconsistent with applicable federal law and as otherwise described herein, this agreement is governed by the laws of the State of New York, without regard to choice of law principles, conflicts of laws rules, or your actual state of residence. For any claim that proceeds in court rather than in arbitration, we each waive our right to a jury trial and any claims for punitive or exemplary damages. Unless otherwise specified herein, any Disputes of a legal nature, whether a claim, complaint, arbitration demand, or otherwise that is not subject to the mandatory arbitration provision, shall be subject to the exclusive jurisdiction of the federal or state courts located within the State of New York.


10. MISCELLANEOUS

10.1 Consent to Receive Communications

Freed Mobile may occasionally need to communicate with you about your Services. Except where opt-in consent or separate consent is required by law or regulation, you provide express or implied consent, by providing us with your contact information or by using our Services, for Freed Mobile or our authorized agents or representatives to contact you using live, automated, or prerecorded messages to any landline, wireless, or facsimile telephone number, physical address, email address, application, or other means where you may be reached, for any and all purposes, including to inform you about our services, customer service-related information, commercial information about the products or services we offer, or other matters we believe may be of interest to you. You agree that we also have the consent to contact any authorized user on your account for Service or payment-related reasons. Some of these communications may result in charges to you. Except in circumstances, your consent to be contacted may be revoked at any time by any reasonable means. Please review our privacy policy, at www.freedmobile.com/privacy-policy for additional information about how you may provide and revoke consent to receive communications.

10.2 Modifications to this Agreement

We may, at any time, modify any part of this Agreement; any other terms, conditions, and policies; our Services; features, and products; and provisioning technology. We will provide you with advanced notice of any modifications that have a material adverse impact on you or your use of the Services (other than changes to governmental fees, proportional charges for governmental mandates, and administrative charges). We may provide you with notice of any other modifications, as described in Section 10.3 (Notices) or as otherwise required by any applicable law, regulation, or order. If any regulatory body or a court of competent jurisdiction, issues a law, regulation, rule, or order that has the effect of materially increasing the cost to provide the Services or canceling, changing, or superseding any material term or provision of this Agreement (collectively “Regulatory Requirement”), then this Agreement shall be deemed modified in such a way as is consistent with the form, intent, and purpose of the Regulatory Requirement and otherwise as is necessary to comply with the Regulatory Requirement. Material adverse modifications become effective thirty (30) days after we deliver notice to you or as otherwise specified in the notice. All other modifications become effective when posted on the Freed Mobile website, , or as specified in any notice. If you continue to access, use, or purchase Freed Mobile Services on or after the effective date of such modifications, you accept those modifications. Neither the course of conduct between you and Freed Mobile nor common trade practice will act to modify any provision of this agreement.

10.3 Notices

We or our authorized agents may use any of the following methods to provide you with notices: correspondence to any physical address or e-mail addresses you have provided us; live or prerecorded calls, voice messages, or text messages delivered to your Device or any other phone number you have provided us; prerecorded messages when you attempt to place a call; in-app messages or push notifications; posting on our website; or by any other means Freed Mobile deems practicable. You are responsible for updating your contact information with us when it changes. Notices are treated as delivered when you accept a call; when delivered to your voicemail service, text messaging service, email account, or Device; when posted on our website or in an application; and three (3) days after mailed to your last known billing address. Except as otherwise provided in this agreement, you must provide us notice by calling or sending correspondence to us using the contact information provided in Section 11.

10.4 No Third-Party Beneficiaries

This Agreement is solely for the benefit of you, Freed Mobile, and our parents, affiliates, subsidiaries, agents, and predecessors and successors in interest. No provision of this Agreement shall be deemed to confer on any third parties any remedy, claim, liability, reimbursement, cause of action, or other right or benefit.

10.5 Assignment

You may not transfer or assign this Agreement or any of your rights or obligations under it, by operation of law or otherwise, without our prior written consent. We may transfer or assign all or part of this Agreement, or your debts to us, without notice. Upon our transfer or assignment of this Agreement, Freed Mobile shall be released from all liability with respect to this Agreement.

10.6 Force Majeure

Neither party shall be liable for any default or delay in the performance of its obligations hereunder (excluding any payment obligations) if and to the extent that such default or delay arises out of causes beyond their reasonable control, including, without limitation, acts of God, including weather-related phenomenon, earthquakes, and floods; fires; acts of war or terrorism; civil disorders, including riots, rebellions, and insurrections; labor disputes, including strikes, lockouts, and work stoppages; medical emergencies, including pandemics and quarantine restrictions; network problems, including cable cuts, power outages, network failures, and computers viruses; and any other catastrophes, national emergencies, or government orders or acts. The time for any performance required hereunder shall be

extended by the delay incurred as a result of such force majeure event, and if either party is unable to perform as a result of such event, it shall act with diligence to correct or mitigate such event.

10.7 Enforcement and Waiver

Freed Mobile has the right, but not the obligation to, monitor, investigate, restrict, enforce, bring civil litigation, press charges, or engage in any other self-help regarding any actual, attempted, or suspected violation of this Agreement. Freed Mobile will determine, in its sole discretion, whether you violated or attempted to violate any of the provisions of this Agreement, including the Acceptable Use Policy. If we determine or suspect that you violated or attempted to violate this Agreement, we may terminate, suspend, modify, or limit your Services, as described in Section 7. Additionally, we may report actual or suspected criminal offences to appropriate law enforcement authorities. Freed Mobile will cooperate with law enforcement investigations where criminal activity is suspected, and you agree to cooperate with any such investigations. Any waiver of or failure to enforce any provision or prohibition in this Agreement in one instance shall not be construed as a waiver of any provision or right in another instance.

10.8 Survivability

Any rights, obligations, commitments, or provisions in this Agreement that, by their nature or context, are intended to or would logically continue to apply following termination of Services or of this Agreement survive termination of the Services and this Agreement, including, but not limited to, those relating to complaints, payment obligations, restrictions on the use of Devices, 911 and emergency communications, limitation of liability, and dispute resolution (including no class action and no jury trial).

10.9 Severability

If any part or provision of this Agreement, including any part of its arbitration clause or Acceptable Use Policy, is deemed unlawful, void, or for any reason unenforceable by a court or agency of competent jurisdiction, that part shall be interpreted consistent with applicable laws as nearly as possible to reflect the original intentions of the parties or shall be severed from this Agreement in that jurisdiction if required and the remaining provisions of the Agreement shall remain in full force and effect.

10.10 Headings

Section headings are for descriptive, non-interpretive purposes only. 

10.11 Language

The original version of this Agreement is in the English language. Any discrepancy or conflicts between the English version and any other language version will be resolved with reference to and by interpreting the English version.

10.12 Integration

This Agreement and any other policies, documents, or agreements incorporated by reference herein or therein represent the complete agreement between you and Freed Mobile. It supersedes any and all prior or other agreements, arrangements, representations, contracts, warranties, advertising, statements, offers, guarantees, assurances, and understandings relating to the subject matter of this Agreement, whether written or oral, including any other documents or statements by any sales representative, service representative, or other agent.


11. CUSTOMER SERVICE CONTACT INFORMATION

If you have any questions, concerns, comments, or complaints regarding your Services, your bill, or this Agreement, please contact Freed Mobile Customer Service using the following information:

Email: support@freedmobile.com 

Phone: 1.855.537.3331 or 611 from your Device during normal business hours: Monday through Friday, 8AM-11PM EST and Saturday, 10AM-6PM EST (Closed on Sunday).

Mail: Freed Mobile, Attn.: Customer Service, 333 Hudston St., Ste 503, New York, NY  10013