A Fair Partner

Terms of Service

Effective Date: November 3rd, 2016

You, the Licensee ("Licensee"), and FreshSqz corporation, with offices at 704 N. King Street, Wilmington, DE 19801 ("FreshSqz"), as of the Effective Date, agrees to be bound by this Licensee Agreement & Terms of Services Policies that may be updated from time to time online at https://www.freshsqz.net/terms

FreshSqz offers payments through Stripe, Inc. ("Stripe"), a third-party payment processor. The Stripe Terms of Service are available here: https://stripe.com/us/legal. The Stripe Privacy Policy is available here: https://stripe.com/us/privacy If you use the Stripe payment service, you agree to the Stripe Terms of Service and Privacy Policy for the country in which you are located. If you have questions regarding the Stripe Terms of Service or Privacy Policy, please refer to the Stripe website www.Stripe.com or contact Stripe at https://support.stripe.com/

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on November 3, 2016. It is effective between You and Us as of the date of You accepting this Agreement.

1. Our Responsibilities

1.1. Services

FreshSqz's websites and domains, including www.freshsqz.net, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our "Site"), all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces), are offered, maintained and provided by FreshSqz. We refer to all of these as our "Services."

1.2. Users

Through the Services, FreshSqz provides a simple and quick means for registered users who are event Promoters, planners and charitable organizations ("Promoters") to create event registration, speaker profile, promoter profile, fundraising and other webpages related to their events, to promote those pages and events to visitors or browsers on the Services and to sell tickets and registrations (or issue free registrations), solicit donations and sell merchandise related to those events to users who wish to make purchases, registrations or donations from or to such events (including to free events) ("Attendees"). In addition, FreshSqz provides product Brands and product companies ("Brands") to create and store product inventory on our Site. Brands can sell or offer free promotional products related to the Brands. A visitor or member who purchases a product is referred to as ("Customers"). We refer to Promoters, Attendees, Brands, Customers and other visitors and browsers of the Services collectively as "Users" or "you."

1.3. Provision of Member Services

We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Member Services to You at no additional charge, and/or upgraded support if Member, and (c) use commercially reasonable efforts to make the online Member Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-FreshSqz.net Application, or denial of service attack.

1.4. Protection of Your Data

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Member Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.

1.5 Our Personnel

We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

1.6 Beta Services

From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered "Services" under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

2. Terms of Service

2.1 Terms of Service Agreement

The following section contains our Terms of Service Agreement ("Terms of Service"). These Terms of Service govern all of our Services, all of which are offered subject to your acceptance without modification of these Terms of Service. In addition to the Sections below, these Terms of Service include and incorporate by reference the following agreements, terms, policies, requirements and guidelines:
  • Our Terms of Use available here;
  • Our Privacy Policy available here;
  • Our Cookie Policy available here;
  • For Promoters who post events with paid tickets, our Merchant Agreement available here;
  • The Attendee Refund Policy Requirements available here;
  • The Trademark & Copyright Policy available here;
  • Additional terms and conditions that are displayed along with additional Services that you may use or purchase from time to time.

3. Your Acceptance

3.1 Binding Agreement

You agree to these Terms of Service and you enter into a binding contract with FreshSqz either when you sign up for a registered account by clicking "Sign Up," "Register Now," "Get Started" or similar buttons, or if you are an unregistered Attendee, when you purchase a ticket to or register for an event (including free events) or purchase merchandise, a service or make a donation related to an event, in each case by clicking "Pay Now," "Register Now," "Buy Now" or similar buttons, or in accordance with Section 3.2 below. If you are not a registered user or an unregistered Attendee, you agree to these Terms of Service and you enter into a binding contract with FreshSqz by downloading Applications or using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.

THESE TERMS OF SERVICE INCLUDE (A) AN ARBITRATION PROVISION FOR USERS LOCATED IN THE UNITED STATES; (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST FRESHSQZ FOR USERS LOCATED IN THE UNITED STATES; (C) CERTAIN DISCLAIMERS OF WARRANTIES ON BEHALF OF FRESHSQZ; (D) CERTAIN LIMITATIONS OF LIABILITY FOR THE BENEFIT OF FRESHSQZ; AND (E) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST FRESHSQZ ARISING OUT OF DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.

3.2 Modifications

FreshSqz reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time (collectively, "Modifications"). Modifications to these Terms of Service will be posted to the FreshSqz website with a change to the "Updated" date at the top of these Terms of Service. In certain circumstances FreshSqz may provide you with additional notice of such Modifications, via email or with in-Service notifications. Modifications will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It is your responsibility to check these Terms of Service periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms of Service constitutes acceptance of those Modifications as well. If any Modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the Services. Other than as set forth in this paragraph, these Terms of Service may only be modified through a written Custom Services Agreement or written Addendum Agreement, signed by you and an authorized officer of FreshSqz.

4. Use Of Services And Content

4.1 Prohibited Conduct

By using or accessing the Website, you represent, warrant and agree that you will not:
  • Do anything that could disable, overburden or impair the proper working of the Website;
  • Use any robot, spider, scraper or other automated means to access the Website;
  • Send spam or any other unauthorized advertisements or solicitations through or using the Website;
  • Harvest, collect or use addresses, phone numbers or email addresses or other contact information of users of the Website;
  • Solicit private information (including social security numbers, credit card numbers and passwords) from users of the Website;
  • Intimidate or harass any user;
  • Do anything that is illegal, infringing, fraudulent, malicious or could expose FreshSqz or users of the Website to harm or liability; or
  • Attempt, encourage or facilitate any of the above.

4.2 Usage Limits

Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a Users password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).

4.3 Your Responsibilities

You will (a) be responsible for Users compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non- FreshSqz.net Applications with which You use Services or Content.

4.4 Usage Restrictions

You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

4.5 Removal of Content and Non-FreshSqz.net Applications

If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-FreshSqz.net Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-FreshSqz.net Application or modify the Non-FreshSqz.net Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-FreshSqz.net Application until the potential violation is resolved.

5. Non-FreshSqz.net Providers

5.1 Acquisition of Non-FreshSqz.net Products and Services

Third parties or we may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non- FreshSqz.net Applications and implementation and other consulting services. Any acquisition by You of such non- FreshSqz.net products or services, and any exchange of data between You and any non-FreshSqz.net provider, is solely between You and the applicable non-FreshSqz.net provider. We do not warrant or support Non- FreshSqz.net Applications or other non-FreshSqz.net products or services, whether or not they are designated by Us as "certified" or otherwise, except as specified in an Order Form.

5.2 Non-FreshSqz.net Applications and Your Data

If You install or enable a Non-FreshSqz.net Application for use with a Service, You grant Us permission to allow the provider of that Non-FreshSqz.net Application to access Your Data as required for the interoperation of that Non-FreshSqz.net Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-FreshSqz.net Application.

5.3 Integration with Non-FreshSqz.net Applications

The Services may contain features designed to interoperate with Non-FreshSqz.net Applications. To use such features, You may be required to obtain access to Non-FreshSqz.net Applications from their providers, and may be required to grant Us access to Your account(s) on the Non-FreshSqz.net Applications. If the provider of a Non-FreshSqz.net Application ceases to make the Non- FreshSqz.net Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.

6. Fees And Payment For Member Services

6.1 Fees

You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content Member and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities Member cannot be decreased..

6.2 Fees & Payments

You will provide Us with valid and updated credit card information for payments of tickets or products or payments for Member Services.. If You provide credit card information to Us, You authorize Us to charge such credit card for all Member Services listed in the Order Form for the total amount of such transactions. Such charges shall be made manually as stated in the applicable Order Form. All payments will be made by credit card and processed through Stripe. All Member Services fees will be removed for each transaction on our Site.

6.3 Refund Disputes & Return Policy

You are responsible for all transactions from Customers or Attendees. You are responsible for all Customers or Attendees refunds. Your Stripe account provides services to refund money to your customers or attendees. All disputes involving your account with Member Services will be directed to your designated email account. FreshSqz bears no liability in any form for any transaction of Member Services or between Promoters and Attendees or Brands and Customers in using our Site whether a Member or visitor. You are responsible for all return policies for using Member Services.

6.6 Taxes

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will deduct that amount from payments unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

6.7 Future Functionality

You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

7. Proprietary Rights And Licenses

7.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, Our licensors and We reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

7.2 License by Us to Use Content

We grant to You a worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use Content acquired by You pursuant to Order Forms, subject to those Order Forms, this Agreement and the Documentation.

7.3 License by You to Host Your Data and Applications

You grant Us and Our Associates a worldwide, limited- term license to host, copy, transmit and display Your Data, and any Non-FreshSqz.net Applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data or any Non-FreshSqz.net Application or program code.

7.4 License by You to Use Feedback

You grant to Our Associates and Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

7.5 Federal Government End Use Provisions

We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

8. Confidentiality

8.1 Definition of Confidential Information

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2 Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Associates employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Associates, legal counsel and accountants without the other parties prior written consent, provided that a party that makes any such disclosure to its Associate, legal counsel or accountants will remain responsible for such Associates, legal counsels or accountants compliance with this Section 8.2.

8.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Parties Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9. Representations, Warranties, Exclusive Remedies And Disclaimers

9.1 Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2 Our Warranties

We warrant that (a) this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Member Services during a subscription term, (c) the Member Services will perform materially in accordance with the applicable Documentation, (d) subject to Section 5.3 (Integration with Non-FreshSqz.net Applications), We will not materially decrease the functionality of the Member Services during a subscription term, and (e) the Member Services and Content will not introduce Malicious Code into Your systems. For any breach of an above warranty, Your exclusive remedies are those described in Sections 12.3 (Termination by You) and 12.4 (Refund or Payment upon Termination).

9.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED AS IS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. Mutual Indemnification

10.1 Indemnification by Us

We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Member Service in accordance with this Agreement infringes or misappropriates such third parties intellectual property rights (a "Claim Against You"), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 9.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days written notice. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-FreshSqz.net Application or Your breach of this Agreement.

10.2 Indemnification by You

You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third parties intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

10.3 Exclusive Remedy

This Section 10 states the indemnifying parties sole liability to, and the indemnified parties exclusive remedy against, the other party for any type of claim described in this Section 10.

11. Limitation Of Liability

11.1 Limitation of Liability

NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTIES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENTS FOR MEMBER SERVICES).

11.2 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. Term; Termination

12.1 Term

These Terms of Service are effective upon your Acceptance as set forth under Section 3.1 above and continue in effect until terminated.

12.2 Termination by FreshSqz

Except to the extent we have agreed otherwise in a separate written Addendum Agreement or Custom Services Agreement between you and an authorized officer of FreshSqz, FreshSqz may terminate your right to use the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose FreshSqz to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that FreshSqz shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.

12.3 Termination by You

Except to the extent you have agreed otherwise in a separate written Addendum Agreement or Custom Services Agreement between you and an authorized officer of FreshSqz, you may terminate your access to the Services and these Terms of Service by deleting your account. If you need help deleting your account, please contact us. In the event there is a separate agreement between you and FreshSqz governing your use of the Services and that agreement terminates or expires, these Terms of Service (as unmodified by such agreement) shall govern your use of the Services unless and until you delete your account.

12.4 Refund or Payment upon Termination

If You terminate this Agreement in accordance with Section 12.3 (Termination by You), all current affiliate payment will be waived covering the remainder of the term of all Order Forms after the effective date of termination. If we terminate this Agreement in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

12.5 Your Data Portability and Deletion

Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make the Your Data available to You for export or download as provided in the Documentation. After that 30-day period, We will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control as provided in the Documentation, unless legally prohibited.

12.6 Surviving Provisions

The Sections titled "Fees and Payment for Member Services," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Portability and Deletion of Your Data," "Who You Are Contracting With, Notices, Governing Law and Jurisdiction," and "General Provisions" will survive any termination or expiration if this Agreement.

13. Who You Are Contracting With, Notices, Governing Law And Jurisdiction

13.1 General

Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such lawsuit, depend on where You are domiciled.

13.2 Manner of Giving Notice

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

13.3 Agreement to Governing Law and Jurisdiction

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

14. General Provisions

14.1 Export Compliance

The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

14.2 Anti-Corruption

You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at legal compliance info@FreshSqz.net.

14.3 Entire Agreement and Order of Precedence

This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

14.4 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other parties prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other parties consent to its Associate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, and then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.5 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties.

14.6 Third-Party Beneficiaries

Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.

14.7 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.8 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.