SC Studios LLC d/b/a Dropedia · Martinsburg, West Virginia 1. AGREEMENT TO THESE TERMS These Terms of Service (“Terms”) are a binding agreement between SC Studios LLC, a West Virginia limited liability company, doing business as Dropedia (“Dropedia,” “we,” “us,” “our”) and the business or person accessing or using the Dropedia platform, applications, and websites (the “Service”). By clicking “I agree,” creating an account, or using the Service, you accept these Terms, our Privacy Policy, and our Acceptable Use Policy, each of which is incorporated by reference. If you are accepting on behalf of a business, you represent that you have authority to bind that business. We version these Terms. When we make material changes, we will publish a new version with a new effective date and require your acceptance the next time you sign in. Your record of acceptance — including the version accepted, the timestamp, your IP address, and your browser information — is retained as evidence of agreement. 2. DEFINITIONS • “Agency” — a business account that manages one or more Client Portals, including an in-house marketing team using the Service for its own business. • “Client” — a business invited by an Agency to use a Client Portal. • “Client Portal” — the branded upload workspace an Agency configures for a Client. • “User” — any individual using the Service under an Agency or Client account. • “User Content” — any files, photos, videos, documents, text, tags, notes, or other material a User uploads to or creates in the Service. 3. ELIGIBILITY AND ACCOUNTS The Service is a business tool, offered for commercial use only. You must be at least 18 years old to create an account or use the Service. You are responsible for your login credentials and for all activity under your account. Agencies are responsible for the acts and omissions of their staff Users; Clients are responsible for the acts and omissions of their team Users. You must notify us promptly at support@dropedia.app of any unauthorized use of your account. Access to the Service is by invitation. There is no public directory, no public feed, and no mechanism for one customer to discover or contact another. 4. NATURE OF THE SERVICE Dropedia is a neutral technology platform. We provide hosting, storage, organization, and transmission of User Content between Agencies and their Clients. We do not create, commission, direct, endorse, review, or verify User Content, and we play no role in selecting what Users upload. As between Dropedia and Users, Users are solely responsible for their User Content and for their compliance with law in creating, obtaining, and sharing it. 5. USER CONTENT — OWNERSHIP AND LICENSE You retain all ownership rights in your User Content. Dropedia claims no ownership of it. You grant Dropedia a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, back up, and display User Content solely: (a) to operate, secure, and maintain the Service; (b) to display the content to Users authorized under your account structure; and (c) as required by law. This license ends when the content is deleted from the Service, except for residual copies in backups that are purged on a rolling basis and records we are required to keep for legal, security, or audit purposes. We do not sell User Content, license it to third parties for their own purposes, or use it to train artificial intelligence models. Dropedia personnel do not access User Content except as needed to provide support you have requested, to investigate a security or abuse issue, or to comply with law. Agencies and Clients control who can access their content through the Service’s role and permission system. You are responsible for configuring those permissions correctly and for the access decisions you make. 6. YOUR REPRESENTATIONS ABOUT USER CONTENT Every time you upload User Content, you represent and warrant that: • you own the content or have all rights, licenses, and permissions necessary to upload and share it through the Service; • you have obtained every consent, release, and permission legally required from each identifiable person appearing in the content, including written releases where the content shows a person’s body, treatment, or before-and-after condition; • for any content depicting a minor, you have verifiable consent from that minor’s parent or legal guardian, and the content is lawful and appropriate; • the content does not infringe any copyright, trademark, right of publicity, right of privacy, or other right of any third party; • the content does not violate any law or our Acceptable Use Policy; and • the content does not contain protected health information as described in Section 13. Where a Client Portal displays a consent checkbox at upload, that checkbox is a convenience reminder of these obligations. Your representations apply to every upload whether or not the checkbox is shown, and checking it does not shift responsibility to Dropedia. 7. ACCEPTABLE USE You may not upload or share content that is unlawful, infringing, defamatory, harassing, hateful, pornographic or sexually explicit, exploitative of minors in any form or degree, violent or threatening, or that contains malware or deceptive code. You may not misuse the Service, including by probing or breaching its security, attempting to access another customer’s data, scraping, reselling access, or interfering with its operation. The complete rules are in the Acceptable Use Policy, which forms part of these Terms. Content involving the sexualization, abuse, or endangerment of a minor results in immediate termination and will be reported to the National Center for Missing & Exploited Children and to law enforcement as required by law. 8. CONTENT MODERATION AND ENFORCEMENT We reserve the right — but, except where required by law, assume no obligation — to review, screen, remove, or disable access to any User Content at any time, without prior notice, if we believe in good faith that it violates these Terms, the Acceptable Use Policy, or applicable law. We may suspend or terminate accounts for violations, with the action taken reflecting the severity of the violation. We are not responsible for any failure to identify, remove, or act on any content, and nothing in these Terms creates a duty to monitor. Agency administrators can remove any content within their own workspace at any time. Any User can report content or conduct through the in-app support option or by writing to support@dropedia.app. 9. COPYRIGHT COMPLAINTS (DMCA) We respect intellectual property rights and comply with the Digital Millennium Copyright Act. If you believe content on the Service infringes your copyright, send a written notice to our Designated Agent containing: (1) your physical or electronic signature; (2) identification of the copyrighted work claimed to be infringed; (3) identification of the allegedly infringing material and enough information for us to locate it; (4) your contact information; (5) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (6) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf. Designated Agent: Moises Cardenas, SC Studios LLC, 149 Lynnhaven Drive, Suite A, Martinsburg WV 25404 support@dropedia.app. We will respond expeditiously, including by removing or disabling access to the identified material where appropriate. A user whose content is removed may submit a counter-notification meeting the requirements of 17 U.S.C. § 512(g). We maintain and enforce a policy of terminating repeat infringers in appropriate circumstances. 10. FEES, TRIALS, AND BILLING Paid plans are billed in advance on a subscription basis, either through our payment processor or by direct invoice. Unless otherwise agreed in writing: plans are priced per active Client per month; adding a Client increases your subscription quantity and removing a Client decreases it at the next billing cycle; each plan includes the storage allowance per Client and the maximum file size shown on our pricing page, and free trials include a smaller total storage allowance; when a Client reaches its allowance, new uploads for that Client pause until space is freed, the plan is changed, or additional storage is added; and optional add-ons, such as additional storage, are billed per unit on your subscription at the rates shown when you add them. New accounts may receive a free trial. At the end of a trial, continued use requires an active paid plan, and we may suspend access to accounts that have not converted. We may suspend accounts with failed or overdue payments after notice. Fees are non-refundable except where required by law. We may change pricing on at least 30 days’ notice, effective at your next billing cycle; your continued use after that date is acceptance of the new pricing. You are responsible for any sales, use, or similar taxes on your purchase, other than taxes on our income. 11. TERM, SUSPENSION, TERMINATION, AND ACCOUNT DELETION You may cancel at any time, effective at the end of your current billing period. You may delete your account at any time from within the Service under Settings, or by writing to support@dropedia.app; deleting an account closes it and begins deletion of the content associated with it. We may suspend or terminate your access immediately for material breach of these Terms or the Acceptable Use Policy, for nonpayment, for legal risk, or to protect the Service or other users. Upon termination your right to use the Service ceases. For 30 days after a paid account is terminated — except where termination was for unlawful content — we will make reasonable efforts to allow you to export your User Content, after which we may delete it. Sections that by their nature should survive termination (including ownership, disclaimers, limitation of liability, indemnification, and dispute resolution) survive. 12. PRIVACY Our collection and use of personal information is described in the Dropedia Privacy Policy. By using the Service you acknowledge that Policy. Agencies represent that they have a lawful basis to provide their Clients’ contact information to Dropedia for invitation and account purposes, and that they have made whatever disclosures their own client relationships require. 13. NO MEDICAL OR HIPAA USE The Service is not designed for, and may not be used to store or transmit, protected health information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”). Dropedia is not a HIPAA business associate and does not sign business associate agreements. If you are a covered entity or business associate — including a medical spa, dental practice, or other healthcare provider — you agree not to upload PHI, including patient photographs tied to identity or treatment information, unless the content has been lawfully de-identified or the person depicted has consented to its marketing use outside any treatment context. You are solely responsible for your own HIPAA compliance. 14. THIRD-PARTY SERVICES The Service relies on third-party infrastructure, including hosting, storage, authentication, payment, email, and network providers. We are not responsible for those services, and interruptions in them may affect the Service. Your use of any third-party service you connect is governed by that party’s own terms. 15. CHANGES TO THE SERVICE AND TO THESE TERMS We are actively developing the Service and may add, change, or discontinue features. We will not make a change that materially reduces the core functionality of a paid plan during a billing period without notice and a reasonable alternative or a pro-rated refund of the unused portion. We may update these Terms as described in Section 1. 16. DISCLAIMERS THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DROPEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT CONTENT WILL NOT BE LOST OR CORRUPTED. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN ORIGINALS AND BACKUPS OF ANY CONTENT YOU UPLOAD. DROPEDIA IS NOT A BACKUP OR ARCHIVAL SERVICE. 17. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) DROPEDIA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL; (B) DROPEDIA HAS NO LIABILITY ARISING FROM USER CONTENT, INCLUDING ITS LEGALITY, ITS ACCURACY, OR THE RIGHTS CLEARANCES BEHIND IT, WHICH REMAIN THE SOLE RESPONSIBILITY OF THE USER WHO UPLOADED IT; AND (C) DROPEDIA’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNTS YOU PAID DROPEDIA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THESE LIMITATIONS, SO SOME MAY NOT APPLY TO YOU. 18. INDEMNIFICATION You will defend, indemnify, and hold harmless SC Studios LLC, its members, officers, employees, and agents from and against any claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your User Content, including any claim that it infringes or violates a third party’s rights or any law, and including claims brought by persons depicted in uploaded photographs or video; (b) your breach of these Terms, the Acceptable Use Policy, or your representations in Section 6; or (c) your violation of law in connection with the Service. We may assume the exclusive defense of any matter subject to indemnification, at your expense, and you agree to cooperate. 19. GOVERNING LAW, ARBITRATION, AND CLASS WAIVER These Terms are governed by the laws of the State of West Virginia, without regard to its conflicts-of-law rules. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be seated in Berkeley County, West Virginia, or conducted remotely by agreement of the parties, and judgment on the award may be entered in any court of competent jurisdiction. YOU AND DROPEDIA EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. Either party may instead bring a qualifying claim in small-claims court, and either party may seek injunctive relief in a court of competent jurisdiction in Berkeley County, West Virginia, for misuse of intellectual property or unauthorized access to the Service. Any claim must be brought within one year after it arises, to the extent permitted by law. 20. GENERAL These Terms, the Privacy Policy, and the Acceptable Use Policy are the entire agreement between you and Dropedia regarding the Service and supersede any prior version, proposal, or understanding. If any provision is held unenforceable, it will be limited or severed and the remainder stays in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. If you send us feedback or suggestions, we may use them without obligation to you. Notices to Dropedia should be sent to support@dropedia.app; notices to you will be sent to your account email address and are effective when sent. 21. CONTACT Designated Agent: Moises Cardenas, SC Studios LLC, 149 Lynnhaven Drive, Suite A, Martinsburg WV 25404 support@dropedia.app.