End User
License Agreement

This End User License Agreement ("EULA," "Agreement") is entered into between:

• "Licensor" / "Company" / "we" / "us": Cheers Mate, LLC, a Florida limited liability company with its principal place of business in Miami, Florida, United States.
• "Licensee" / "End User" / "you": The individual who downloads, installs, accesses, or uses the Cheers Mate mobile application.

Definitions

• "Application" / "App": The Cheers Mate mobile software application, including all updates, upgrades, patches, and supplements, distributed via the Apple App Store and/or Google Play Store.
• "Device": Any compatible mobile device (smartphone or tablet) on which the Application is installed and used.
• "App Store": The Apple Inc. digital distribution platform for iOS applications, operated by Apple Inc.
• "Google Play": The Google LLC digital distribution platform for Android applications.
• "Services": The features, functionality, and content provided through the Application, including social dining and beverage companion matching.
• "Content": All text, graphics, images, audio, video, software, and other materials available through the Application.
• "User Content": Any content, data, or information submitted to the Application by End Users, including profiles, photos, and activity requests.

Subject to your acceptance of and compliance with this EULA and payment of any applicable fees, Cheers Mate, LLC hereby grants you a:

Scope of License

This license permits you to:

• Download and install the Application on up to the number of Devices authorized by the applicable App Store platform (typically one device per account for iOS; multiple devices for Android)
• Access and use the Application's features and Services as made available to you
• Receive and install updates to the Application as provided by Cheers Mate

License Conditions

This license is granted on the condition that you:

• Are at least 18 years of age
• Have agreed to the Cheers Mate Terms and Conditions
• Use the Application solely for its intended purpose as a spontaneous social dining and drinks companion platform
• Do not use the Application as a dating, romantic solicitation, or sexual services platform

The license granted above is subject to the following restrictions. You agree that you will not, and will not permit or facilitate any third party to:

Technical Restrictions

• Copy, reproduce, or duplicate the Application or any portion thereof, except as expressly permitted by this EULA or applicable law
• Modify, adapt, translate, or create derivative works based on the Application
• Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Application, except to the extent expressly permitted by applicable law notwithstanding this restriction
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in or on the Application
• Use any automated means (bots, scrapers, crawlers) to access or interact with the Application

Commercial Restrictions

• Sell, resell, sublicense, rent, lease, loan, or otherwise distribute the Application to any third party
• Use the Application for any commercial purpose, including providing paid companion services through the platform
• Use the Application to develop a competing product or service

Security Restrictions

• Circumvent, disable, or otherwise interfere with security features of the Application
• Attempt to gain unauthorized access to any portion of the Application or its related systems
• Introduce malware, viruses, or any harmful code into the Application or its infrastructure
• Use the Application in any manner that could damage, disable, overburden, or impair Cheers Mate's servers or networks

Use Restrictions

• Use the Application outside of its intended purpose as a spontaneous social dining and beverages companion platform
• Use the Application for any illegal purpose or in violation of any applicable law or regulation
• Use the Application to solicit, advertise, or promote third-party products or services without our written consent

The Application is licensed, not sold. Cheers Mate, LLC retains all right, title, and interest in and to the Application, including all intellectual property rights therein, whether or not specifically recognized or perfected under the laws of any jurisdiction.

The Application and all copies thereof are proprietary to Cheers Mate, LLC and title thereto remains in Cheers Mate, LLC at all times. All rights in the Application not specifically granted in this EULA are reserved to Cheers Mate, LLC.

Protected Elements

The following elements of the Application are protected by intellectual property laws and may not be reproduced, copied, or used without Cheers Mate's prior written consent:

• The Cheers Mate name, logo, brand marks, and trade dress
• The Application's source code, object code, and underlying algorithms
• User interface designs, graphics, and visual elements
• All written content, copy, and documentation
• The Application's proprietary matching and recommendation systems

Your User Content

You retain ownership of User Content that you submit to the Application. By submitting User Content, you grant Cheers Mate a license to use it as described in the Terms and Conditions. This EULA does not transfer any ownership rights in your User Content to Cheers Mate.

Feedback

If you provide feedback, suggestions, or ideas about the Application ("Feedback"), you grant Cheers Mate a perpetual, irrevocable, royalty-free right to use and incorporate such Feedback into any Cheers Mate product or service, without compensation to you.

Cheers Mate is distributed through third-party digital distribution platforms. The following terms apply to the respective platforms:

General — All Platforms

• This EULA is between you and Cheers Mate, LLC only — not between you and the App Store or Google Play
• The distribution platform (Apple or Google) is not a party to this EULA and has no obligation to provide maintenance or support for the Application
• Cheers Mate, LLC is solely responsible for the Application and its content
• Your use of the platform through which you download the Application is also subject to that platform's own terms of service

Apple App Store — Additional Terms

• Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application
• In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Application. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Application
• Apple is not responsible for addressing any claims by you or any third party relating to the Application
• Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party intellectual property infringement claim related to the Application
• You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or designated as a "terrorist supporting" country, and that you are not listed on any U.S. Government prohibited or restricted parties list

To access the full functionality of the Application, you must create a user account. Your account and your rights under this EULA are personal to you and may not be shared with or transferred to any other person.

Account Requirements

• You must be at least 18 years of age to create an account
• You must provide accurate and truthful registration information
• You are responsible for maintaining the confidentiality of your login credentials
• You are responsible for all activities conducted through your account
• You must notify Cheers Mate immediately of any unauthorized use of your account

Account Suspension

Cheers Mate reserves the right to suspend or terminate your account and revoke your license under this EULA at any time, with or without cause, including for violations of this EULA, the Terms and Conditions, or applicable law. Upon suspension or termination, you must immediately cease all use of the Application and delete it from your Device.

Cheers Mate may, from time to time, develop updates, patches, bug fixes, or other improvements to the Application ("Updates"). Updates may be automatically installed without prior notice to you.

• You agree to receive and install all Updates as a condition of your license
• Failure to install required Updates may result in reduced functionality or inability to use the Application
• All Updates are subject to this EULA unless a separate license accompanies the Update, in which case the terms of that license will apply
• Cheers Mate has no obligation to provide any specific Updates or to continue maintaining any particular version of the Application
• Cheers Mate reserves the right to discontinue the Application or any feature thereof at any time with reasonable prior notice where feasible

The Application may offer optional in-app purchases, premium features, or subscription plans ("Paid Features"). The following terms apply to all Paid Features:

Purchases

• All purchases are final and non-refundable, except as required by applicable law or as described in our Refund Policy
• Purchases are processed through the applicable App Store platform (Apple App Store or Google Play), subject to that platform's purchase terms
• Prices are listed in U.S. dollars unless otherwise specified and are subject to change with reasonable notice
• Sales tax, VAT, or other applicable taxes may be added to the purchase price depending on your location

Subscriptions

• Subscriptions automatically renew at the end of each billing period unless cancelled at least 24 hours before the renewal date
• Subscription management and cancellation is handled through your App Store account settings (Apple ID or Google Account)
• No refunds or credits will be provided for partial subscription periods, except where required by law

Refunds

Refund requests for App Store purchases must be submitted directly to Apple through Apple's standard refund process. Refund requests for Google Play purchases must be submitted through Google Play's refund process. Cheers Mate does not process refunds for purchases made through App Store platforms.

This disclaimer includes but is not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement
• Warranties that the Application will meet your requirements or be available on an uninterrupted, secure, or error-free basis
• Warranties regarding the quality or accuracy of any information obtained through the Application
• Warranties regarding the conduct, identity, or safety of other users of the Application

Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, the above exclusions apply to the fullest extent permitted by applicable law.

This limitation applies regardless of whether the damages arise from:

• Your use or inability to use the Application
• Any unauthorized access to or alteration of your data
• Conduct of any third party using the Application
• Any in-person activity arranged through the Application
• Any other matter relating to the Application

In no event shall Cheers Mate's total aggregate liability to you for all claims arising out of or relating to this EULA or the Application exceed the greater of (a) USD $100.00 or (b) the amount you paid for the Application or its features in the twelve (12) months preceding the claim.

The limitations in this section reflect a fair allocation of risk between Cheers Mate and you, and form an essential basis of the bargain between the parties.

This EULA is effective until terminated. Your rights under this EULA will terminate automatically and without notice from Cheers Mate if you fail to comply with any term of this EULA.

Termination by Cheers Mate

Cheers Mate may terminate this EULA and your license to use the Application at any time, with or without cause, including but not limited to:

• Material breach of any provision of this EULA
• Violation of the Terms and Conditions or applicable law
• Conduct that poses a risk to other users or the Platform
• Discontinuation of the Application or the Service

Termination by You

You may terminate this EULA at any time by deleting the Application from your Device and destroying all copies in your possession.

Effect of Termination

Upon termination of this EULA:

• The license granted herein shall immediately and automatically terminate
• You must immediately cease all use of the Application and delete all copies from your devices
• Sections 4 (Ownership), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 12 (Apple EULA), 13 (Google Play Terms), 14 (Governing Law), and 15 (General Provisions) shall survive termination and shall continue to apply to any claim arising from your use of the Application during the license term

The following additional terms apply to users who download the Cheers Mate Application through the Google Play Store:

• This EULA is between you and Cheers Mate, LLC only — not between you and Google LLC
• Google LLC is not a party to this EULA and is not responsible for the Application or its content
• Your use of the Google Play Store is governed by Google's Terms of Service and Google Play Terms of Service
• Refund requests for Google Play purchases are subject to Google Play's refund policies
• Google has no obligation to provide maintenance or support for the Application
• In the event of any conflict between this EULA and Google Play's Developer Distribution Agreement regarding the Application, this EULA governs your rights as an end user

This EULA shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions, and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute arising under or relating to this EULA that cannot be resolved informally shall be subject to binding arbitration administered by the American Arbitration Association in Miami-Dade County, Florida, in accordance with its Consumer Arbitration Rules. Any judicial proceedings for emergency equitable relief may be brought in the state or federal courts of Miami-Dade County, Florida, to which you consent to personal jurisdiction and venue.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Notwithstanding the foregoing, if you are a consumer in a jurisdiction that prohibits mandatory arbitration or class action waivers, the mandatory arbitration and class action provisions above shall not apply to you, and you may bring claims in your local courts.

Entire Agreement

This EULA, together with the Cheers Mate Terms and Conditions and Privacy Policy, constitutes the entire agreement between you and Cheers Mate with respect to the Application and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings regarding the same subject matter.

Severability

If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Waiver

The failure of Cheers Mate to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer this EULA or any rights granted hereunder without Cheers Mate's prior written consent. Cheers Mate may assign this EULA freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Amendments

Cheers Mate reserves the right to modify this EULA at any time. Material changes will be communicated via in-app notification or email at least 14 days prior to taking effect. Your continued use of the Application following the effective date of any modification constitutes your acceptance of the updated EULA.

Export Controls

You may not use or export the Application in violation of U.S. export laws and regulations. You represent and warrant that you are not located in a country subject to a U.S. Government embargo and are not on any U.S. Government list of prohibited parties.

Force Majeure

Cheers Mate shall not be liable for any delay or failure to perform its obligations under this EULA due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, or internet infrastructure disruptions.

If you have any questions about this EULA or your rights as a Licensee, please contact us: