Terms of Service

This Marketing Services Agreement (“Agreement”) is between the “Client” and

Bashpole Software, Inc. /dba/ NourishCap (the “Provider”) located at

8791 E. Wesley LN., North Webster, IN 46555, individually referred to as “Party”, and collectively the “Parties”.

Whereas the Client is in need of marketing services for its mushroom related products and services; and

Whereas the Provider has the ability to provide assistance and advice in using marketing technology to grow Client’s customer base, and

With full consideration of, the mutual promises, covenants, and conditions contained herein, the Parties agree as follows:

1. Services: The Client agrees to hire the Provider to perform the marketing services in the tier of services selected by Client from time to time. The description of each tier of services is on Provider’s website. Service levels may be revised from time to time. Client may terminate this Agreement at any time if it does not agree to changes in the Service levels.

(the “Services”) on their behalf:

All Service levels include access to a website template. The Service levels provide access to different levels of services with respect to the website to improve its function and outreach.

WEBSITES ARE HOSTED BY A THIRD PARTY PROVIDER. PROVIDER IS NOT RESPONSIBLE FOR THE MAINTENANCE OF THE WEBSITE OR WEBSITE SECURITY. PROVIDER MAKES NO PROMISES OR REPRESENTATIONS ON THE FUNCTIONALITY OF THE WEBSITE, UNSCHEDULED DOWNTIME OR UNAUTHORIZED ACCESS TO THE CLIENT WEBSITE BY THIRD PARTIES. PROVIDER’S SERVICES ARE SOLELY WITH RESPECT TO MARKETING PRESENCE AND CONTENT OF THE WEBSITE. USE OF THE THIRD PARTY WEBSITE IS SUBJECT TO THE TERMS IN EXHIBIT A.

Fees: The Client agrees to pay the Provider the fee for the Provider’s performance

of the Services. Payment shall be made in accordance with the schedule set forth in the Service level descriptions, and these include the applicable prices.

2. Agreement Pertaining to Expenses and Payment

2.1. Subscription: All payments are due through the automated online system. Payment will be charged on a monthly basis in advance of the month.

2.2. Additional Expenses: (if any, beyond the Subscription) The Client acknowledges Provider may incur expenses that are not included in the fee for the Services. Client and Provider agree Provider is responsible for keeping an accurate record of expenses incurred as part of performance of the Services. Provider will send the invoice and charge for the expenses prior to rendering services. Provider will not incur any reimbursable expense without the prior approval of Client.

2.3. Custom Services: custom services will be billed in accordance with the Parties’ agreement.

3. Term and Termination of Agreement

3.1. The term of this Agreement is for a one-year term, commencing upon the Effective Date as previously stated. This Agreement will automatically renew on a month to month basis until terminated by either party.

3.2. This Agreement may be terminated at any time by either Party upon electronic notice to the other Party after the one-year term. In the event of termination, Client agrees they are responsible for full payment of all Services through the end of the month of termination. The exception to this would be in the event Provider has breached agreement and has failed to correct breach after sufficient notice of 60 days.

4. Confidentiality and Intellectual Property

In the normal course of completing this agreement, the Client acknowledges there may be a need to share proprietary information with the Provider in order for them to fulfill the terms of the Service they will be providing. Such information may include trade secrets, industry knowledge, or other intellectual property which is in the sole control of the Client. The Provider agrees they will not use any of this information for their personal benefit at any time, and will only use the information in the performance of this Agreement.

The Provider further acknowledges this section will remain in full force and effect regardless of the termination of the Agreement or the fulfillment of the Service they are providing.

5. Media Release and Consent to Recording

All Clients who attend online group meetings (referred to as "mastermind meetings") expressly consent to the audio and video recording of their image, voice, and participation during such meetings. Clients further acknowledge and agree that these recordings may be published to Provider's social media channels or other public platforms for promotional, educational, or informational purposes, without further notice or compensation. By participating in mastermind meetings, Clients waive any right to approve the finished video or control over how their likeness is used, except as required by applicable law.

6. Relationship Between Client and Provider

6.1. No Exclusivity: Both parties acknowledge this Agreement does not constitute an exclusive arrangement. Provider is free to enter into similar agreements with other parties and Client is also free to enter into agreements with other parties for the same Service.

6.2. Independent Contractor: Both Parties acknowledge the Provider is providing specific Services under the terms of this Agreement. At all times, the Provider will be treated as an independent contract or and not as an employee. The parties also acknowledge there is no joint venture, fiduciary relationship, or partnership between Client and Provider. The Provider shall be solely responsible for all taxes on earnings received under this Agreement.

7. Ownership Rights

All proprietary information which Client shares with Provider during the terms of this Agreement shall remain their own. The Provider has no rights of use except for the uses necessary to provide the agreed upon Services. The Client acknowledges that in the course of providing Service the Provider may use a common structure found in other marketing campaigns. The Provider will own any and all template designs, outreach lists, ads, and other materials in conjunction with delivering shared outreach.

8. Warranty Disclaimer

ALL SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. Client understands and agrees that Provider’s obligation is solely to provide input and assistance in marketing in a timely manner and consistently with its Schedule of Services. Client’s ultimate results, including sales and participation, are solely the result of its own efforts and marketplace conditions. Provider cannot guarantee any particular result from its Services.

9. Liability Limits

Except for misappropriation of a party’s confidential information or intellectual property, neither Party to this Agreement will be liable to the other party, or to any third party for damages resulting from this Agreement. This includes, but is not limited to revenue loss, anticipated profit, lost business, costs of delays, failure of delivery, which are not related to nor are the direct result of one Party’s negligent conduct or breach of this Agreement. Except for misappropriation of party’s confidential information or intellectual property, each Party’s liability shall be limited to the Fees due and owing from Client, or with respect to Provider, to the fees actually paid by Client in the three month period preceding any dispute.

10. Waiver of Provisions:

This Agreement may not be altered in any manner including waiving any provision without the written acknowledgement of such waiver by each Party. Should any right or obligation contained in any provision be waived, such waiver will be to the extent it is in writing and signed by the Parties.

11. Agreement Assignment

Neither Party may assign its rights and/or obligations under this Agreement.

12. Dispute Resolution.

a. Choice of Venue: The Parties acknowledge this Agreement shall be governed by the laws of Colorado.

b. Negotiation to Resolve Disputes: In the event a dispute occurs, the Parties agree to work towards a resolution through good faith negotiation.

c. Mediation or Arbitration: If the dispute cannot be resolved through good faith negotiations, either Party maintains the right to initiate mediation or binding arbitration under the rules of the American Arbitration Association in the State of Indiana.

d. Attorney’s Fees: In the event a dispute ends with Arbitration and/or Mediation, the prevailing Party will be entitled to reimbursement of all legal fees, including, but not limited to, attorneys’ fees.

13. Entire Agreement

The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event either Party has a desire to change, add, or otherwise modify any terms, they shall do so in writing. Such writing must be signed by both Parties to be valid.

14. Severability of Provisions

In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions shall continue in full force and effect as valid and enforceable.

15. Notices

All notices under this Agreement will be acceptable provided they are sent by email with return receipt requested or certified or registered mail with return receipt requested.

All Notices shall be sent to the address provided by Client at registration.

Provider

Name: Bashpole Software, Inc. /dba/ NourishCap

Street Address: 8791 E. Wesley LN.

City/State/Zip: North Webster, IN 46555

Email: [email protected]

EXHIBIT A

Use of Platform

1.1. Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You may not use the Platform or the Services if You are an employee, partner, or director of our Competitors or intend to gain access to the Platform in order to compete with the Platform.

1.2 Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms. If multiple parties claim to be the “owner” of a particular Platform account, Platform Provider will deem the owner to be the person who can demonstrate their ownership (in whole or in part) of the underlying business entity for which the Platform Account was created by providing government-issued documentation of such ownership. If Platform Provider is unable to determine the rightful owner of the Platform Account, Platform Provider reserves the right to suspend or terminate the Platform Account until the disputing parties have mutually agreed on ownership or until a court has ordered Platform Provider to grant access to a specific individual.

1.3 Intended Use and Restrictions. You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents and customers will not misrepresent the Platform or the Services; (v) You will ensure that your employees with access to the Platform Account are bound by these Terms, and you will require that your customers accept terms at least as restrictive as these Terms; (vi) You own or control all rights in and to all content you provide to Platform Provider, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider; and (viii) You will not give access to the Platform or Services to a direct Competitor of Platform Provider, (ix) You will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms; (x) You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (xi) You will not remove any proprietary notices or labels. You are prohibited from participating in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the Platform or Services or other practices which may be detrimental to the Platform or Services, Platform Provider or the public interest. You will not, nor make any attempt to, acquire any rights in the Platform or any of its components. If you acquire any rights in the Platform or any portion thereof, by operation of law or otherwise, you, at no expense to Platform Provider hereby assign all such rights to Platform Provider.

1.4 Compliance. You will be solely responsible for your use of the Platform and Services, including (a) the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform, (b) securing and maintaining proper insurance as required, and (c) compliance with all applicable laws and regulations including but not limited to HIPAA and other data privacy laws. Platform Provider is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws, including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other similar laws and regulation.

1.5 Privacy. By using the Platform and providing Information on or through the Platform, you consent to Platform Provider’s use and disclosure of the Information in accordance with its Privacy Policy available here and incorporated herein by reference. You agree that Platform Provider has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own terms of service and Privacy Policy, providing the level of protection at least equal to that provided to you by Platform Provider. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and the Platform Provider’s Privacy Policy.

You may not use, resell, authorize or permit anyone to use, or license or make available data you obtain from People Data Labs, for any purposes prohibited in the People Data Labs Acceptable Data Use Policy posted here https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy. You further agree to comply with applicable law when collecting personal data that will be sent to People Data Labs.

1.6 Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify Platform Provider immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. Platform Provider reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Platform Provider’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials. You give consent to Platform Provider to access and monitor your Platform Account and your customer’s accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.

1.7 Use of Communication Services. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. Separate Communication Surcharges for these services may apply and will be charged to your invoice. If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications including but not limited to the Telephone Consumer Protection Act (“TCPA”), the Do Not Call Registry Rules and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws. Platform Provider is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws. Platform Provider is a technology platform communication service application provider ONLY. Platform Provider does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method. You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by you and/or your customers, whether generated by You or sent automatically via the Platform at Your direction. Communication Surcharges are subject to the Leadconnector Terms of Service.

1.8 Third Party Services. You may choose to access certain Third-Party Services through the Platform. You are responsible for enabling and managing the integration of each Third-Party Service. You acknowledge that by purchasing or integrating Third Party Services through the Platform, you grant permission to Platform Provider to share your data with the Third-Party Services providers in order to facilitate the integration and use of the Third Party Services through the Platform. You also represent and warrant that You have the appropriate consents for importing any data (including data of your customers) that you request Platform Provider to import from other Third-Party Services and/or are the rightful owner of such data. Platform Provider is not responsible for, and Platform Provider hereby disclaims any liability for, any act or omission of any Third-Party Services provider or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether Platform Provider endorses, approves, promotes, or supports any such Third-Party Services. You hereby irrevocably waive any claim against Platform Provider with respect to the content or operation of any Third-Party Services. Your use of the Third-Party Services is governed by Your agreement with such Third Party, including any supplemental policies imposed by the Third Party. You are solely responsible for reviewing and complying with any terms of use, privacy policies or other terms governing your use of these Third-Party Services, which you use at your own risk. Platform Provider disclaims all liability related to outages or downtime of Third Party Services.

Platform Provider does not guarantee the interoperation, integration, or support of any Third-Party Services nor give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. Platform Provider may, at any time, in its sole discretion, modify the Platform or Services, which may impact interoperation, integration, or support of Third-Party Services.

If you elect to pause or delete some or all of your Platform Account, certain features, functionality, or Services, including Third Party Services (such as LeadConnector phone numbers or email services), may not be recoverable or retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and Platform Provider is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), Platform Provider reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability to you.

1.9 Third Party Content. The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of Platform Provider. Platform Provider is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.

1.10 Excessive Use Restrictions; Trials. Platform Provider provides access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance. If, in Platform Provider’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that you upgrade your Services in order to continue your activity levels if your data use exceeds the intended use of your existing Platform tier or if Platform Provider’s operational costs to support your Platform usage exceeds the subscription price; (2) suspend or terminate your use of the Platform or Services, and/or (3) reduce the amount of data you are able to use.

Trial periods are not intended to be used consecutively. If we discover that you are doing back-to-back trials to avoid paying a subscription fee, then, without prejudice to any other remedies available under law, Platform Provider reserves the right to suspend or terminate your use of the Platform or Services and further ban you from using the Platform or Services in Platform Provider’s sole discretion.

1.11 Auto-Recharge for Sub-Accounts. To ensure uninterrupted access to communication and related services, the Platform uses an automatic recharge feature (“Auto-Recharge”) for Sub-Accounts. When a Sub-Account wallet balance falls below the minimum threshold set within the Platform, the connected payment method on file will automatically be charged in a predefined amount (currently $10) to add credits to the Sub-Account wallet. These credits are used to cover fees associated with services including, but not limited to, SMS, MMS, email, and phone calls. Auto-Recharge is a mandatory feature and is non-refundable. By using the Platform, you authorize Platform Provider and its payment processors to automatically initiate these charges as needed to maintain sufficient Sub-Account wallet balance and prevent service disruption. You are solely responsible for ensuring a valid, up-to-date payment method is on file, and Platform Provider shall not be liable for any interruption of services resulting from a declined or failed Auto-Recharge transaction.

1.12 Platform Updates. Platform Provider reserves the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on Platform Provider’s future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-party Service.

1.13 International Use. If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. Platform Provider makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. You agree to comply with all economic sanctions and export control laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively,“Export Control Laws”). By using the Platform, you agree not to use, export, import, sell, release, or transfer the Platform, the Services, or any software or technology that supports the Platform or your content, or the Platform Content violating any such Export Control Laws. Specifically, and without limitation, the Platform, the Services, or any software or technology that supports the Platform, or your content, or Platform Content may not be exported, transferred, or released, or provide access (a) into any U.S. embargoed countries (including, without limitation Cuba, Iran, North Korea, Syria and the Crimea, Donetsk, and Luhansk regions, Russia and Belarus (a“Prohibited Jurisdiction”); or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable restricted party lists.

You represent, warrant and covenant that (i) You are not named on, or owned or controlled by any party named on, any U.S. government’s (or other government’s or international body’s) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) You are not a national of, located in, or an entity (or a director/employee/agent/representative of such entity) registered in, any Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned or controlled by any person or persons described in Clause (i) or (ii) and are not Military End Users and will not put Platform Provider or the Platform to a Military End Use, as defined in 15 C.F.R. 744.21, (iii) You will not permit your users to access or use the Platform and/or Service or provide any services to any person(s) in violation of any Export Control Laws, (iv) no user data created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws, and (v) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You and Your Users are located. You further agree that You will not use the Platform and/or Services to disclose, transfer, download, export or re-export, directly or indirectly, any of your user data or your content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You acknowledge that the Platform and/or Service and other software may not be available in all jurisdictions and that You are solely responsible for complying with the Export Control Laws. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited. We reserve the right to terminate access to any Platform Account that we determine to be a prohibited end-user or engaging in prohibited end-use, without any liability to such user.

1.14 Artificial Intelligence Acceptable Use policy: Before using Artificial Intelligence (“AI”) features of the Platform, you must ensure that you are in a jurisdiction that allows AI usage. If you elect to use any AI-based features of the Platform, you are responsible for ensuring that you are using our AI-based features in compliance with our Artificial Intelligence Acceptable Use policy which is attached hereto as Exhibit B.

1.15 Domain Names. If you use the Platform to purchase a domain name, Platform Provider will purchase it on your behalf, and Platform Provider will be the listed registrant. You must use the domain name in compliance with these Terms. If requested by You in writing, Platform Provider will transfer the domain name to you. A transfer fee may apply. You agree to indemnify and hold Platform Provider harmless from any claim or demand, including reasonable attorneys’ fees, arising from your use of such domain, including any breach of these Terms and any violations of applicable laws as it pertains to use of the domain name.

1.16 Customer Account Transfer Requests. Platform Provider will not fulfill Sub-Account transfer requests made by your customers unless you have approved the transfer through our in-app transfer request process. Platform Provider will only fulfill transfers of Sub-Accounts without Your approval if: (i) the Sub-Account has attempted to seek your approval through the in-app transfer request process, (ii) you have failed to respond to the Customer for at least 30 days, and (iv) either (a) your Platform Account has been canceled by you or force-canceled for non-payment and not reactivated within 30 days, or (b) your Platform Account has been suspended or terminated due to your breach of these Terms.

1.17 Bug Bounty Program. Platform Provider does not have a bug bounty program and does not pay bug bounties. Platform Provider prohibits any third party access to the Platform or any Platform Provider systems or networks, including any network penetration testing, security assessment or probing, except as expressly permitted by these Terms or as agreed to by Platform Provider in a separate written agreement.

1.18 Certification Program. Platform Provider offers a certification subscription to individual users and enterprise-level customers who successfully complete the certification exams to indicate Platform expertise. Certification badges are unique to the individual who earned the badge and do not apply to the entire agency or anyone else in Your organization. You agree not to misrepresent certification badges on Your store, social media or the Platform. Certification badges do not constitute Platform Provider’s endorsement, support, promotion, or affiliation with any particular individual. Platform Provider is not liable for any business you do or do not generate as a result of being certified. By participating in the Certification Program, you grant permission to Platform Provider to display your contact information on our Platform Provider Certified Directory. Any transactions you enter with third parties as a result of your certification are solely at your own risk, and Platform Provider makes no guarantees or warranties that such transactions will be successful. While participating in the Certification Program, You are prohibited from stating or implying that you are an employee or contractor of Platform Provider, or that you have an affiliation or business relationship with Platform Provider other than your certification credentials. You may not use the Certification Directory to solicit or recruit certified parties for your own business or engage in any other activity that is inconsistent with the spirit of the Certification Program. Platform Provider reserves the right to terminate your participation in the Certification Program at any time, for any reason, in its sole discretion.

1.19 Ecommerce Products and Services. You are solely responsible for the Materials that you may sell through the Platform and/or Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations. You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfillment timelines on Your store using the Platform. Platform Provider does not provide refunds to your customers. Platform Provider does not pre-screen Materials, and it is in our sole discretion to refuse or remove any Materials from any part of the Platform, including if Platform Provider determines in its sole discretion that the Materials that you offer through the Platform, or the Materials uploaded or posted to the Platform, violate our Code of Conduct or these Terms. You agree that Platform Provider can, at any time, review and delete any or all of the Materials submitted to the Platform and/or Services, although Platform Provider is not obligated to do so. You acknowledge and agree that the Platform and/or Services are not a marketplace, and any contract of sale made through the Platform and/or Services is directly between You and the customer. You are the seller of record for all items you sell through the Platform and/or Services. You are responsible for the creation and operation of Your store, Your Materials, the goods and services that you may sell through the Platform and/or Services, and all aspects of the transactions between You and Your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or Your breach of these Terms. You represent and warrant that Your store, Your Materials and the goods and services you sell through the Platform and/or Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Platform Provider will not be the seller or merchant or record and will have no responsibility for Your store or items sold to customers through the Platform and/or Services. Platform Provider reserves the right to provide our Services and/or Platform to Your competitors and make no promise of exclusivity. You further acknowledge and agree that Platform Provider employees and contractors may also be Platform Provider customers or merchants and that they may compete with You. Platform Provider is not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. You need to ensure that the terms & conditions applicable to your transactions with your customers do not conflict with these Terms.