Terms And Conditions

1. Acceptance of Terms

These Terms of Service (this “Agreement”) between FlowCreates(“we”, “us” or “FlowCreates”) and you govern your access and use of our web platform made available through www.flowcreates.com (this “Site”) and the subscription or other services we provide (the “Services”).  By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

This Site is controlled and operated by us from our office within Malaysia. We make no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside Malaysia are responsible for compliance with all applicable laws.

We may update this Agreement from time to time. By continuing to use this Site and the Services after the update, you accept the update in its entirety. All updates are effective upon posting. We encourage you to check the “Terms of Service” link on the home page each time you visit this Site, so you are aware of any updates.

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2. Privacy Policy

2.1 Our privacy policy, which can be found at https://www.flowcreats.com/privacy-policy/  (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Site, you accept the Privacy Policy, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Policy, please leave this Site immediately. You must be at least age 18 to access this Site.

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3. The Services

3.1 Subject to your compliance with this Agreement, as well as your subscription for an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have subscribed. We will use commercially reasonable efforts to make the Services available subject to planned downtime and any unscheduled emergency maintenance. We may modify, replace, or discontinue the Services at any time, for any reason, without notice to you.

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3.2 You may only access and use the Services in accordance with the terms of the Agreement. You agree to: (i) provide accurate, current and complete information about you as may be prompted by any form on this Site (“Registration Data”); (ii) maintain and promptly update the Registration Data, to keep it accurate, current and complete; (iii) maintain the security of any password and identification information; (iv) notify us immediately of any unauthorised use of your account; (v) accept sole responsibility for any and all activities that occur on your account.  Each person who uses any Services must have a separate username and password. You must provide a valid email address for each person that you authorize to use your account. You agree to provide any other information that we reasonably request.

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3.3 You are responsible for obtaining and maintaining all telecommunications, broadband and computer equipment and services needed to access and use the Services and for paying all charges related thereto.

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3.4 We may terminate your account without prior notice or liability to you, if we find, in our sole and exclusive discretion, that you: (i) have violated this Agreement; (ii) are not in alignment with our model; (iii) are sharing usernames or passwords; (iv) violate our core values; or (v) are abusing our services or team in any way, including using our services for illegal purpose.

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3.5 “Deliverables” means content that we develop and provide specifically for you based on your design requests.  Deliverables do not include Licensed Content, which is subject to certain license restrictions.

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3.6  “Licensed Content” means stock or otherwise pre-existing content elements that we own or license from a third party, including artwork, stock photographs, audio, typeface, video, designs, and writings. While you are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, the Licensed Content incorporated in the Deliverables is subject to the license described in Section 5 below.  No rights are granted to you to any Licensed Content other than as expressly set forth herein.

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3.7 Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes. You may not access or use the Services in order to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Services, (b) modify, translate or create derivative works based on the Services, (c) use the Services for any purpose other than its own internal purposes; or (d) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).

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3.8  You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us.

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3.9 Free Trials; Automatic Transition to Paid Subscription. From time to time, we may offer free trials to use one or more of the Services subject to this Agreement (“Free Trials”). A Free Trial is an opportunity for you to use such Services free of charge for the period of time communicated in the Free Trial offer for the selected Service (the “Trial Period”). If you register for a Free Trial for any selected Service, the Trial Period will begin on the date that you register for the Free Trial, and, regardless of whether or not you use the selected Service, Trial Period will expire at the end of the Trial Period.

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If you choose to cancel your selected Service during the Trial Period, all your rights relating to your account and our Services will terminate, and you will lose all access to our Services and all design files associated with those Services at the end of the Trial Period. If you do not cancel your selected Service before the end of the Trial Period, your account and selected Service will automatically continue after the Trial Period under a standard paid subscription in accordance with the fees and terms specified when you registered for the Free Trial and the terms of this Agreement. This change in the status of your account from Free Trial to standard paid subscription will occur at the end of the Trial Period with no further action from you unless you have previously cancelled your account. You further agree that, unless you have cancelled your selected Service before the end of the Trial Period, you authorize us to charge your method of payment (e.g., credit card) for the standard paid subscription fees and applicable taxes for your selected Services from the end of your Trial Period based upon your chosen billing frequency (e.g., monthly, quarterly, annually).

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You must have a valid payment method associated with your account in order to participate in a Free Trial, and the Free Trial may be terminated in the event that your payment method is deleted, cancelled, transferred or otherwise determined by us to be invalid or inadequate. You acknowledge and agree that we may terminate or modify our Free Trials, or change or terminate the selected Service, or offer for a similar service or offer, at any time, in our sole discretion.

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4. Use of the Services

4.1 You may use the Services for any number of projects and scope for which you have subscribed under the applicable plan and as are appropriate based on the size of your account. While we accept unlimited requests for Deliverables and revisions to those Deliverables, our output volume depends on many factors, namely depending on the total request volume and complexity. We will do our best to work with you to accommodate any priority items and your timelines, but we suggest you do not use our Services for time-sensitive projects.

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4.2 We do our best to minimize any mistakes in the final Deliverables. However, due to the nature of creative design, we cannot guarantee all final Deliverables will be 100% error-free. When we deliver a file to you, you agree to review and proof all files for any errors or omissions and notify us if any changes or corrections are needed within seven (7) days of receipt. We will do our best to rush edits to correct any mistakes that you notify us about during this time period. If you notify us of any errors after that time period, we are not required to but intend to try to work with you to make corrections.

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4.3 The speed of your account is determined by how many subscriptions you have. A subscription is a measurement of output and represents what we can accomplish in a business day, with our team, our software, and our web platform. What we can create with a single subscription depends on many factors, including, but not limited to: (i) the type of plan; (ii) the volume of requests; and (iii) the complexity of requests. We do not guarantee the amount of work that we can create with a single subscription. To increase the volume of work we can complete within a business day, we suggest you add subscriptions to your account.

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4.4 You are the owner and/or controller of all of the information, data or materials that you provide to us to use the Services (“Customer Content”). By submitting Customer Content to us, you are representing that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it.  You grant us a worldwide, royalty free, non-exclusive license to access and use Customer Content to provide the Services.

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4.5 You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all intellectual property rights therein. We agree that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are deemed a “work made for hire” for you. To the extent that any Deliverables do not constitute a “work made for hire,” we irrevocably assign you all right, title, and interest throughout the world in and to the Deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section 4.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due and the terms of Sections 4.7 and 5 below. You grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute any Deliverables that we develop in connection with the Services solely to provide the Services to you and manage your account.  We may also use the Deliverables and other information regarding you and your use of the Services for internal purposes to improve and enhance our Services and in an aggregated form to illustrate the scope of our Services for marketing and advertising purposes.

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4.6 Design Pickle does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.

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4.7 The Services may allow you an option to use AI generated content as part of your Deliverable. To the extent you utilize AI generated content or otherwise agree to the use of AI generated content in your Deliverable, you agree to and will comply with OpenAI’s terms of use with respect to such AI generated content (which terms are located at https://openai.com/policies/terms-of-useand are incorporated herein by reference), or such other terms identified by us when you request or consent to the use of AI generated content.  For clarity, OpenAI’s terms of use are separate from and in addition to (and do not supersede or replace) Design Pickle’s Terms of Service, which will continue to apply in full force and effect. We have very limited control over AI generated content. We make no warranty or representation of accuracy, completeness, reliability, ownership or noninfringement with respect to any AI generated content. By requesting or consenting to the use of AI generated content, you acknowledge and agree that any use of AI generated content is at your own risk.

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5. Use of Licensed Content

5.1 Subject to compliance with this Agreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferrable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use as incorporated in a Deliverable. Except as expressly provided in the license terms associated with the Licensed Content, all Licensed Content is provided and licensed only for a single use as incorporated into a Deliverable.  You may broadcast, display, distribute or reproduce that Deliverable that includes the single use Licensed Content but only as part of that Deliverable.  If you want to use the Licensed Content for another project, end product or different use, you must purchase another license.  In no event shall you use the Licensed Content on a stand-alone basis.   Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content made available to you.

5.2 To the extent that we license the Licensed Content from any third party, including but not limited to Adobe Stock or Envato, you agree to comply with the relevant third-party license, which, as applicable, include the Adobe Stock General Terms and Product Specific Licensing Terms as https://www.adobe.com/legal/terms/enterprise-licensing.html and the Envato Elements License terms at https://elements.envato.com/license-terms. For clarity, such license terms are separate from and in addition to (and do not supersede or replace) Design Pickle’s Terms of Service, which will continue to apply in full force and effect. Except with our written permission, you may not: (i) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content apart from the Deliverable into which it is incorporated; (ii) change, alter, adapt, translate, convert, modify, or make any derivative works of any Licensed Content; (iii) falsely represent that you are the original creator of any Licensed Content; (iv) use Licensed Content in a pornographic, defamatory, or other unlawful manner; (v) use Licensed Content in any way that allows others to download, extract, or redistribute Licensed Content as a standalone file or work; and (vi) use Licensed Content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.

5.3 Our licensors and we retain ownership over Licensed Content, whether downloaded through our stock services or incorporated into your Deliverable. We reserve the right to terminate, revoke, or withdraw all licenses upon your failure to comply with any provisions of this Agreement. In the event of any termination, you will have no further right to make use of the Licensed Content, which may include the Licensed Content that is included in your Deliverable.

6. Fees

6.1 Use of our Services requires payment of recurring fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes) in full, in such amounts and for such billing frequency as specified during registration, as updated (prospectively, not retroactively) by you from time to time. All fees are due upon receipt of invoice.  Failure of Design Pickle to provide an invoice does not relieve you of your obligation to pay the fees in accordance with the terms specified when you register.  You agree that, upon registering for the Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower.  We reserve the right to suspend or terminate your account in the event you fail to pay amounts owed to us when due.  All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this Section 6.

6.2 We reserve the right to change our fees upon 5 days’ advance notice.  By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.

6.3 You may cancel your subscription with us at any time directly in our application, or by contacting our support team.  If you cancel your subscription before the next renewal cycle, you can continue using your account and accessing your design files until the end of your paid billing term.  When your subscription expires, you will no longer have access to our Services and all design files associated with those Services.  We do not provide refunds or credits for partial months of service, downgrades, or unused time.

6.4 Design Pickle’s 14-day Customer Satisfaction period applies to quarterly and annual subscriptions. Under this policy, the purchase of a Design Pickle quarterly or annual subscription is eligible for a full refund if requested on or before 14 days from the initial sign-up date. This is not applicable for renewals or accounts that trial one or more of our Services. We reserve the right to refuse the refund.

7. Confidential Information

7.1 For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.

7.2 During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives and agents who are involved in providing Services to you.  We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives and agents.

7.3 During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives and agents to whom it is necessary to disclose our Confidential Information. You will be responsible for any breach of this provision by your employees, officers, directors, contractors, representatives and agents.

7.4 Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.

7.5 The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.

8. Publicity

8.1 Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a customer and may use your name(s) and logo(s) in: (a) our digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects.

9. Term and Termination

9.1 This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service; provided that all sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

9.2 We may terminate this Agreement at any time upon notice if you default or breach this Agreement.  Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files.  If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

10. Disclaimer of Warranties

10.1 EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 9.1, THE SITE AND THE SERVICES (INCLUDING BUT NOT LIMITED TO DELIVERABLES, LICENSED CONTENT, AND AI GENERATED CONTENT) ARE PROVIDED “AS IS, AS AVAILABLE”.  WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

11. Liability Waiver

11.1 WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS ($50.00), REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Indemnification

12.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES, ANY DELIVERABLES, LICENSED CONTENT OR AI GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO VIOLATION OF ANY THIRD PARTY LICENSE TERMS.  YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

13. Links to Third-Party Platforms

13.1 If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.

14. Digital Millennium Copyright Act

14.1 We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials from this Site by submitting written notification to our agent designated below.

14.2  In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the ”DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, a representative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (5) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the written notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

14.3 Our designated agent to receive DMCA Notices is:

Chief of Staff

Design Pickle, LLC

16414 N 91st Street, Suite B103

Scottsdale, AZ 85260

[email protected]

15. Disputes Resolution and Choice of Forum

15.1 This Agreement is governed by, and construed in accordance with, the laws of the State of Arizona, without regard to any choice of law, conflicts of law or other principles that would result in the application of the laws or regulations of any other jurisdiction. Any legal action, claim, or proceeding relating to or arising out of this Agreement shall be instituted in a state or federal court of competent jurisdiction in Maricopa County, Arizona. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

15.2 If no court in Maricopa County, Arizona is found to have jurisdiction, then the parties shall adjudicate any dispute arising out of or relating to this Agreement by binding arbitration administered by the International Centre for Dispute Resolution in Phoenix, Arizona in accordance with its International Arbitration Rules. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

15.3 THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

15.4 THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16. Assignment

16.1 This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

17. Severability

17.1 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

18. Non-Waiver

18.1 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.

19. Force Majeure

19.1 If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to, pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.

20. Entire Agreement

20.1 If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.

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