Last Updated: February 9, 2026

These Terms of Service (the “Agreement”) govern access to and use of the platform, services, websites, software, tools, features, and related offerings (collectively, the “Platform”) made available by Celebrate Creative (“Celebrate Creative,” the “Company,” “we,” “us,” or “our”).

This Agreement establishes the legal framework under which users (“User” or “you”) may access and use the Platform. Specific products, subscriptions, features, or services may be subject to additional terms, policies, or agreements, which are incorporated by reference and apply in addition to this Agreement.

Please read this Agreement carefully. It contains important provisions that affect your legal rights and obligations, including provisions relating to disclaimers of warranties, limitations of liability, indemnification, suspension and termination of access, and dispute resolution.

By creating an account, executing an order, or otherwise accessing or using the Platform, you agree to be bound by this Agreement. If you are accessing or using the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and references to “User” or “you” refer to both you and that entity. If you do not agree to this Agreement, you may not access or use the Platform. For the avoidance of doubt, where the Platform is accessed or used on behalf of an entity, both the individual accepting these Terms of Service and the entity shall be jointly and severally responsible for compliance with this Agreement and for any breach thereof.

User represents and warrants that User is legally capable of entering into this Agreement. By accessing or using the Platform, User represents and warrants that User is at least eighteen (18) years of age. The Platform may not be accessed or used by any individual under the age of eighteen (18).

If the Platform is accessed or used on behalf of an entity, the individual accessing or using the Platform represents and warrants that such individual has the full right, power, and authority to bind that entity to this Agreement.

User agrees to provide accurate, current, and complete information in connection with account registration and to keep such information updated as necessary to ensure its accuracy. The Company may rely on the information provided by User for purposes of administering the account and providing access to the Platform.

User is responsible for maintaining the confidentiality of its account credentials and for all activities conducted through its account, whether authorized or unauthorized. User agrees to promptly notify the Company of any known or suspected unauthorized access to or use of its account.

The Company may rely on its Platform records and account information to determine the authorized account holder and administrative User for any account, including without limitation account registration details, authentication credentials, contact information, billing-related account records, domain access or control information, and other information available to the Company through its systems.

No single factor shall be determinative of account ownership or administrative authority, and the Company is not obligated to verify the accuracy or completeness of any information or to resolve conflicting claims regarding account ownership, authority, or control.

In the event of an actual or suspected dispute regarding account ownership, authority, or control, the Company may, in its sole discretion and without liability, suspend, restrict, disable, or terminate access to the Platform for some or all parties, for such duration as the Company determines appropriate. The Company has no obligation to investigate, adjudicate, or resolve disputes between Users or third parties and may decline to make any ownership or authority determination.

The Company may require reasonable documentation or verification as a condition of maintaining or restoring access. Any determination by the Company regarding account ownership or administrative authority, any decision to decline to make such determination, and any suspension or restriction imposed under this Section are administrative in nature, final for purposes of Platform access, and shall not give rise to any liability on the part of the Company.

This Agreement begins on the earliest date that User creates an account, executes an order, or otherwise accesses or uses the Platform, and continues until terminated in accordance with this Agreement.

The Company reserves the right to modify, amend, or update this Agreement from time to time in its discretion, including to reflect changes to the Platform, applicable law, regulatory requirements, or the Company’s business practices.

Unless the Company expressly states otherwise, any modification to this Agreement will become effective when posted, published, or otherwise made available to User and will apply on a prospective basis only.

No modification shall apply retroactively to disputes, claims, or causes of action that arose prior to the effective date of the modification.

The Company will provide notice of material changes to this Agreement through reasonable means, which may include electronic notice, in-Platform notifications, or posting the updated Agreement on the Company’s website. The Company is not required to provide advance notice of non-material changes.

User’s continued access to or use of the Platform after any modification to this Agreement becomes effective constitutes User’s acceptance of the modified Agreement. If User does not agree to the modified Agreement, User’s sole remedy is to discontinue use of the Platform in accordance with this Agreement.

Subject to User’s compliance with this Agreement and any applicable product or subscription terms, the Company provides User with access to the Platform during the term of this Agreement. Access is provided on a non-exclusive, revocable basis.

The Company reserves the right, in its sole discretion, to modify, reconfigure, limit, suspend, discontinue, or condition access to the Platform or any portion thereof at any time, including by adding, removing, altering, or restricting features, functionality, interfaces, tools, or components of the Platform. Such changes may be implemented for operational, technical, security, legal, compliance, or business reasons.

User acknowledges and agrees that the Company has no obligation to maintain any specific feature, functionality, configuration, or level of access and shall have no liability arising from or related to any modification, limitation, suspension, or discontinuation of access to the Platform, except to the extent expressly prohibited by applicable law.

The Company does not guarantee that the Platform will be available at all times or that access will be uninterrupted, timely, secure, or error-free. The Platform may be unavailable, degraded, or limited from time to time for any reason, including without limitation maintenance, updates, system changes, capacity constraints, security measures, third-party service interruptions, or events outside the Company’s control.

User acknowledges and agrees that temporary or prolonged interruptions, delays, errors, or limitations in availability are inherent to online platforms and do not constitute a breach of this Agreement. The Company shall have no liability arising from or related to any unavailability, interruption, delay, or degradation of the Platform, except to the extent expressly prohibited by applicable law.

The Company may, at any time and in its sole discretion, perform maintenance, updates, upgrades, patches, enhancements, or other changes to the Platform, which may result in partial or complete suspension, restriction, or modification of access, whether scheduled or unscheduled.

The Company has no obligation to provide advance notice of maintenance or changes and makes no guarantees regarding the timing, duration, or impact of any maintenance activities. User acknowledges and agrees that such maintenance and changes are inherent to the operation of the Platform.

The Company shall have no liability arising from or related to any unavailability, limitation, modification, or interruption of access resulting from maintenance or related changes, except to the extent expressly prohibited by applicable law.

The Platform is provided on an “as is” and “as available” basis. The Company does not represent or warrant that the Platform, or any portion thereof, complies with or will comply with any accessibility law, regulation, standard, or guideline, including without limitation the Web Content Accessibility Guidelines (WCAG), Section 508 of the Rehabilitation Act, the Americans with Disabilities Act (ADA), or any similar federal, state, or international requirement.

Accessibility features, functionality, and compatibility may vary across Platform components, devices, browsers, integrations, and configurations, and may change from time to time as part of ongoing development, updates, maintenance, or third-party dependencies.

Nothing in this Agreement shall be construed to create any warranty, representation, covenant, or obligation regarding accessibility, or to confer any right of action or basis for liability beyond those expressly required by applicable law.

User may access and use the Platform solely for lawful purposes and in accordance with this Agreement and any applicable product or subscription terms.

User shall not misuse the Platform, interfere with or disrupt its operation, attempt to gain unauthorized access to the Platform or related systems, use the Platform in violation of applicable law, or engage in any activity that could harm the Platform, the Company, or any third party.

Without limiting the foregoing, User shall not, and shall not permit any third party to:

The Company may monitor use of the Platform to enforce this Section and may suspend or terminate User’s access to the Platform in accordance with this Agreement if the Company determines in its sole discretion that User has violated this Section.

User may not publish, disclose, or make publicly available any benchmarking, performance testing, load testing, or comparative evaluation results relating to the Platform, including without limitation metrics, screenshots, graphs, timing results, or qualitative assessments, without the Company’s prior written consent.

Nothing in this Section restricts User’s ability to conduct internal performance evaluations solely for User’s internal business purposes.

This Section does not prohibit disclosures required by law, regulation, or valid legal process.

The Company reserves the right, in its sole discretion and without prior notice, to remove, disable, restrict, block, or delete any User Content associated with a User account and/or to suspend, restrict, disable, or terminate User access to the Platform, at any time, if the Company determines or suspects that such action is necessary or advisable to: (a) enforce this Agreement or any applicable policy; (b) comply with applicable law, regulation, legal process, or governmental request; (c) protect the security, integrity, availability, or operation of the Platform; or (d) prevent actual or potential harm, misuse, abuse, or risk to the Company, the Platform, any User account, or any third party.

Any action taken under this Section is administrative in nature and does not constitute a determination of fault, illegality, or liability on the part of any User. The Company has no obligation to provide advance notice, explanation, justification, or opportunity to cure with respect to any action taken under this Section.

The Company shall have no obligation to preserve, restore, export, or provide copies of any User Content or account data affected by actions taken under this Section and shall have no liability arising from or related to any such removal, restriction, deletion, suspension, or enforcement action.

User agrees to reasonably cooperate with the Company as necessary to enable User’s access to and use of the Platform and the Company’s performance under this Agreement, including by providing information, materials, credentials, confirmations, approvals, and timely responses reasonably requested by the Company from time to time.

User acknowledges that the Company may rely on information, instructions, actions, and approvals provided through User’s account and that any failure by User to provide accurate, complete, or timely cooperation may result in limitations, delays, suspension, or unavailability of the Platform without liability to the Company.

User shall access and use the Platform in compliance with this Agreement, all applicable policies, and all applicable laws, rules, and regulations.

User is solely responsible for determining whether its access to or use of the Platform complies with applicable legal, regulatory, contractual, or industry-specific requirements. The Company does not provide legal, regulatory, or compliance advice and makes no representations or warranties regarding User’s compliance obligations.

Any failure by User to comply with this Section may result in suspension, restriction, or termination of access to the Platform in accordance with this Agreement, without liability to the Company.

User represents and warrants that all information, data, materials, and content provided to the Company in connection with this Agreement or User’s use of the Platform are accurate, complete, current, and lawful, and that User has all necessary rights, licenses, consents, and authority to provide such information and materials and to bind any entity on whose behalf the Platform is accessed or used.

User is solely responsible for any consequences arising from inaccurate, incomplete, outdated, or unauthorized information or materials provided to the Company, and the Company shall have no responsibility or liability for any issues arising therefrom.

User acknowledges that certain responsibilities, actions, limitations, or requirements relating to User’s access to or use of the Platform may be further specified in applicable product, subscription, plan, or service-specific terms. User’s failure to satisfy such obligations may affect the availability, performance, or functionality of the Platform and shall not expand or modify the Company’s obligations under this Agreement.

A User account may include billing-related information, including payment credentials, billing contacts, invoices, renewal metadata, and transaction records (“Billing Information”). Where a User elects to purchase or access paid features, subscriptions, or services, the User authorizes the Company to store, process, update, and rely upon Billing Information for purposes of account administration, payment processing, fraud prevention, collections, auditing, compliance, and enforcement of this Agreement.

The User is solely responsible for ensuring that any Billing Information provided is accurate, complete, current, and authorized for use. The Company may rely conclusively on Billing Information associated with a User account and has no obligation to independently verify the accuracy or authorization of such information.

The mechanics of billing authorization, payment processing, storage of Billing Information, and administrative actions related to billing status are governed by this Agreement. The commercial terms of any purchased products or services—including pricing, plan features, service scope, cancellation rights, billing cycles, and subscription duration—are governed exclusively by applicable Product, Subscription, or Service-Specific Terms.

The Company retains all right, title, and interest in and to the Platform, including without limitation all software, code, systems, architecture, workflows, templates, designs, interfaces, tools, documentation, proprietary methodologies, analytics frameworks, automation, integrations, operational processes, and other technology or materials made available by the Company in connection with the Platform (collectively, “Company IP”).

Except as expressly provided in this Agreement, no rights or licenses in Company IP are granted to User, whether by implication, estoppel, or otherwise. User acknowledges and agrees that the Platform is licensed, not sold, and that no ownership interest in Company IP is transferred to User under this Agreement.

As between the parties, User retains all right, title, and interest in and to User’s trademarks, service marks, logos, branding, and other intellectual property owned or controlled by User prior to or independent of User’s access to or use of the Platform (“User IP”), subject to the licenses granted to the Company under this Agreement.

User represents and warrants that it owns or otherwise has all necessary rights, licenses, consents, and authority to provide and make available User IP in connection with the Platform and to grant the licenses set forth in this Agreement.

Nothing in this Agreement shall be construed as a sale, assignment, or transfer of ownership of any intellectual property rights between the parties. All rights not expressly granted under this Agreement are reserved by the respective rights holder.

The name “Celebrate Creative,” the Celebrate Creative logos, trademarks, service marks, trade names, and other brand features (collectively, “Company Brand Features”) are owned exclusively by the Company.

Except as expressly authorized in writing by the Company, User shall not use, display, reproduce, modify, or distribute any Company Brand Features, nor imply any affiliation, endorsement, sponsorship, or partnership with the Company.

Nothing in this Agreement restricts the Company’s right to use, disclose, or exploit any general knowledge, skills, experience, ideas, concepts, or techniques retained in the unaided memory of its personnel, provided that such use does not result in disclosure of User Confidential Information or infringement of User IP.

User acknowledges and agrees that any suggestions, ideas, enhancement requests, comments, or other feedback provided by User regarding the Platform or the services (“Feedback”) is deemed User Content for purposes of this Agreement and is subject to the User Content license set forth in Section 8.

Feedback is provided on a non-confidential basis, and User agrees that the Company has no obligation to compensate, credit, or account to User for its use of Feedback. Nothing in this Agreement limits the Company’s right to independently develop, acquire, use, or market products, services, features, or functionality that are similar to or competitive with those contemplated by the Feedback.

Subject to User’s compliance with this Agreement and any applicable product, subscription, plan, or service-specific terms, the Company grants User a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the term of this Agreement solely for User’s internal business purposes and in accordance with the scope of access associated with User’s selected subscription or plan.

Except for the limited rights expressly granted in this Section, no rights or licenses are granted to User, whether by implication, estoppel, or otherwise. The Company retains all right, title, and interest in and to the Platform and all underlying Company IP, and nothing in this Agreement shall be construed as a sale, assignment, or transfer of any ownership interest to User.

All rights not expressly granted to User under this Agreement are reserved by the Company. User shall not access or use the Platform except as expressly permitted by this Agreement and the applicable product, subscription, or service-specific terms.

As between the parties, User retains ownership of any content, materials, data, images, photographs, videos, text, graphics, media, or other information submitted, uploaded, transmitted, or otherwise made available by or on behalf of User through or in connection with the Platform (“User Content”), subject to the licenses and rights granted to the Company under this Agreement.

For the avoidance of doubt, “User Content” includes content, data, materials, information, and assets that User submits to the Platform for purposes of account registration, onboarding, configuration, operation, support, collaboration, communications, billing administration, reporting, analytics presentation within the Platform, feedback, or other Platform-related functions, including any such content that is displayed or made accessible through Company-controlled websites, domains, or Platform interfaces as part of providing the Platform.

User Content under this Agreement expressly excludes any content, materials, data, or information that is published to, displayed on, or made available through a separately contracted, User-owned or User-controlled website or digital property that the Company builds, hosts, manages, or delivers for User under a separate order form, statement of work, product terms, subscription terms, or other service-specific terms (including websites primarily accessed via User’s own domains). Such content and such websites are governed exclusively by the applicable product, subscription, or service-specific terms and are not subject to the User Content provisions of this Agreement.

User hereby grants the Company a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license to host, store, use, reproduce, modify, adapt, edit, create derivative works from, publish, distribute, display, perform, analyze, process, and otherwise exploit User Content, in whole or in part, in any manner and in any media now known or later developed, for any purpose related to or arising from the operation, maintenance, support, development, improvement, promotion, marketing, analytics, benchmarking, and internal business operations of the Platform or the Company, including use in connection with automated systems, artificial intelligence, machine learning models, and similar technologies.

To the fullest extent permitted by applicable law, User waives and agrees not to assert any moral rights, artists’ rights, rights of attribution or integrity, or any similar rights, in each case worldwide, that User may have in or to User Content, solely to the extent necessary for the Company to exercise the rights granted under this Section.

Notwithstanding the foregoing, to the extent User Content includes personal data, Company will process such personal data as described in its Privacy Policy. The rights granted under this Section shall survive termination or expiration of this Agreement for any reason.

User represents and warrants that it owns or otherwise has all necessary rights, licenses, consents, and permissions to submit and grant the licenses set forth in this Section with respect to all User Content, including without limitation any copyrights, trademarks, publicity rights, privacy rights, and third-party intellectual property rights. User further represents and warrants that User Content does not violate applicable law, infringe or misappropriate the rights of any third party, or require any additional permissions, payments, or attribution beyond those obtained by User.

User acknowledges and agrees that the Company does not review, verify, or validate User Content and assumes no responsibility for the legality, accuracy, or compliance of User Content. User is solely responsible for User Content and any claims, liabilities, or damages arising from or related to User Content, subject to the indemnification obligations set forth in this Agreement.

The Company respects the intellectual property rights of others and expects Users to do the same. If you believe that any content made available through the Platform infringes your copyright, you may submit a written notice of claimed infringement that includes the following information:

Notices of claimed infringement must be sent to the Company’s designated copyright contact at: [email protected] (or to any updated contact method the Company designates by notice on its website).

If User believes that material removed or disabled as a result of a copyright complaint was removed or disabled as a result of mistake or misidentification, User may submit a counter-notification containing: (i) User’s physical or electronic signature; (ii) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (iii) a statement under penalty of perjury that User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (iv) User’s name, address, telephone number, and email address, and a statement that User consents to the jurisdiction of the federal court located within the Company’s principal place of business and will accept service of process from the person who provided the original notification or an agent of such person.

The Company may remove or disable access to allegedly infringing material and may suspend or terminate access to the Platform by repeat infringers or alleged repeat infringers in appropriate circumstances, as determined by the Company in its reasonable discretion.

User acknowledges and agrees that the Company does not review, approve, verify, or validate User Content, User activities, or User’s compliance with applicable law. Access to or availability of the Platform does not constitute approval, endorsement, sponsorship, or confirmation by the Company of any User Content or User conduct, and shall not be construed as creating any duty on the part of the Company to monitor, police, or take action with respect to User Content.

User acknowledges that the Platform is not intended to serve as a data storage, archival, or backup service. User is solely responsible for maintaining appropriate backups of all User Content and account data.

User further acknowledges that deletion or removal of User Content may not result in immediate or complete deletion of all copies, including copies stored in backups, logs, caches, or other technical systems maintained for security, integrity, compliance, or operational purposes.

The Company shall have no liability for any loss, corruption, deletion, delay in deletion, or inability to access User Content or account data, except to the extent expressly required by applicable law.

User acknowledges and agrees that the Company’s collection, use, and processing of personal data in connection with the Platform are governed by the Company’s Privacy Policy, as may be updated from time to time. The Privacy Policy is incorporated into this Agreement by reference.

The Company may process personal data in connection with the operation of the Platform and the performance of this Agreement in accordance with applicable law. Except as expressly set forth in this Agreement or the Privacy Policy, the Company makes no representations or warranties regarding compliance with any specific data protection framework, regulation, or standard.

As between the parties, User retains all right, title, and interest in and to User data submitted to or made available through the Platform, subject to the licenses and rights granted to the Company under this Agreement. Nothing in this Agreement shall be construed to restrict the Company’s ability to use aggregated, anonymized, de-identified, or normalized data as permitted elsewhere in this Agreement.

The Company may collect, generate, use, retain, and disclose: (a) aggregated, anonymized, or de-identified data derived from the operation or use of the Platform; and (b) technical and operational data relating to the performance, integrity, availability, and security of the Platform, including system-generated logs, operational metadata, audit logs, access records, usage metrics, performance data, diagnostic information, and statistical outputs (collectively, “Service Data”).

As between the parties, the Company retains all rights to Service Data and may use Service Data for any lawful business purpose related to operating, maintaining, securing, supporting, auditing, benchmarking, analyzing, and improving the Platform and the Company’s products and services, including to develop new features and functionality, provided that any external disclosure of Service Data will be in aggregated, anonymized, or de-identified form such that it does not identify User or any individual, except where disclosure is required by law or valid legal process.

To the extent Service Data includes personal data, the Company will process such personal data as described in its Privacy Policy and in accordance with applicable law.

The Company implements and maintains reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Platform and any information processed in connection with its operation. User acknowledges that no security measures are infallible and that the Company does not guarantee absolute security.

In the event of a confirmed security incident affecting the Platform, the Company will take reasonable steps to investigate, mitigate, and remediate such incident, as appropriate under the circumstances. The Company’s response obligations under this Section are limited to reasonable efforts and do not constitute a guarantee of prevention, detection, or recovery.

User is solely responsible for maintaining the confidentiality and security of its access credentials, systems, and any devices used to access the Platform. User shall promptly notify the Company of any unauthorized access to or use of User’s account or credentials and shall take reasonable steps to prevent further unauthorized activity.

User acknowledges that no system or security measure is completely secure and that unauthorized access, disclosure, alteration, or destruction of data may occur despite reasonable safeguards.

To the maximum extent permitted by applicable law, the Company disclaims all liability arising from or related to security incidents, unauthorized access, or data compromise, except to the extent expressly required by applicable law.

For purposes of this Agreement, “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, electronically, visually, or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation, information relating to the Platform, Company IP, product features, pricing, business operations, security practices, technical systems, workflows, documentation, analytics, reporting, roadmaps, and proprietary methodologies. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (d) is rightfully obtained from a third party without restriction on use or disclosure; or (e) constitutes aggregated, anonymized, de-identified, normalized, or statistical information derived from the operation or use of the Platform, provided that such information does not identify User or disclose User-specific data.

The Receiving Party shall use Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement and shall protect Confidential Information from unauthorized access, use, or disclosure using reasonable care, but in no event less than the care it uses to protect its own confidential information of a similar nature.

The Receiving Party may disclose Confidential Information to its employees, contractors, agents, advisors, affiliates, and service providers who have a legitimate need to know such information for purposes of this Agreement and who are subject to confidentiality obligations no less protective than those set forth herein. The Receiving Party remains responsible for any breach of this Section by such persons.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and reasonably cooperates, at the Disclosing Party’s expense, in any effort to seek a protective order or otherwise limit the scope of such disclosure.

User acknowledges and agrees that any breach or threatened breach of this Agreement involving Company IP, Confidential Information, or misuse of the Platform may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the Company shall be entitled to seek immediate injunctive or other equitable relief, to the extent permitted by applicable law and without the necessity of posting bond where permitted, in addition to any other remedies available at law or in equity.

The Platform may enable access to, integrate with, or otherwise make available products, services, content, or applications provided by third parties (“Third-Party Services”). The availability of any Third-Party Services does not imply endorsement by the Company.

The Company does not control and is not responsible for Third-Party Services, including their availability, performance, security, content, or continued operation. User acknowledges that Third-Party Services may be modified, suspended, or discontinued by their providers at any time.

The Company shall have no liability arising from or related to User’s access to, use of, or reliance on any Third-Party Services.

User’s use of Third-Party Services is subject to the applicable terms, conditions, and policies of the third-party provider. User is solely responsible for reviewing and complying with such terms, and any dealings with third-party providers are solely between User and the applicable third party.

Each party shall comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement and its access to or use of the Platform.

User represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade or economic sanctions, and that User will not access or use the Platform in violation of applicable export control, trade compliance, or sanctions laws, including those of the United States.

User represents and warrants that neither User nor any individual or entity acting on User’s behalf is listed on, owned or controlled by, or acting for or on behalf of any person or entity listed on any applicable sanctions or restricted parties list maintained by a governmental authority. User agrees not to permit access to or use of the Platform in violation of applicable sanctions laws.

Each party represents and warrants to the other that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement do not and will not violate, conflict with, or result in a breach of any agreement, obligation, or restriction to which it is bound; (c) all approvals, consents, or authorizations required for its execution of this Agreement have been obtained; and (d) this Agreement constitutes a legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights and general principles of equity.

Each party further acknowledges that it has had the opportunity to consult with independent legal counsel of its choosing regarding this Agreement, has either done so or knowingly declined to do so, and enters into this Agreement voluntarily and without reliance on any representation or warranty not expressly set forth herein.

User further represents and warrants that: (a) User is accessing and using the Platform for business or commercial purposes; (b) any individual accepting this Agreement or accessing the Platform on User’s behalf has the authority to bind User to this Agreement; and (c) User’s access to and use of the Platform, including any content, data, or materials provided by or on behalf of User, does not and will not violate any applicable law or infringe, misappropriate, or otherwise violate the rights of any third party.

Except as expressly stated in this Agreement and to the extent required by applicable law, the Company makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, or uninterrupted operation.

User acknowledges that access to and use of the Platform is at User’s sole risk and that the Company does not warrant that the Platform will meet User’s requirements, achieve any particular results, or operate without interruption or error.

Nothing in this Agreement shall be construed to exclude or limit any warranty or liability that cannot be lawfully excluded or limited under applicable law.

To the maximum extent permitted by applicable law, the Platform and all related access, functionality, and materials are provided on an “as is” and “as available” basis. The Company disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, or uninterrupted operation.

The Company does not warrant that the Platform will meet User’s requirements, achieve any particular results, operate without interruption, be error-free, secure, or free from harmful components, or that any defects will be corrected. User assumes all risk arising from its access to and use of the Platform.

No advice or information, whether oral or written, obtained by User from the Company or through the Platform shall create any warranty not expressly stated in this Agreement. Nothing in this Agreement shall limit or exclude any warranty that cannot be lawfully disclaimed under applicable law.

User shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, contractors, agents, affiliates, licensors, and service providers from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) User’s access to or use of the Platform; (b) User’s violation of this Agreement or any applicable law, rule, or regulation; (c) any content, data, materials, or information submitted, provided, transmitted, or otherwise made available by or on behalf of User through or in connection with the Platform; or (d) User’s infringement, misappropriation, or alleged infringement or misappropriation of any intellectual property, privacy, publicity, or other rights of any third party.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification under this Section, in which event User shall cooperate fully with the Company in asserting any available defenses. User may not settle any indemnified claim without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed if such settlement imposes no obligation, admission, or liability on the Company.

To the maximum extent permitted by applicable law, in no event shall the Company be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, or business interruption, arising out of or relating to this Agreement, the Platform, or User’s access to or use of (or inability to access or use) the Platform, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if the Company has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the Company’s total aggregate liability arising out of or relating to this Agreement, the Platform, or User’s access to or use of the Platform shall not exceed the total amounts paid by User to the Company under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Any claim or cause of action arising out of or relating to this Agreement or the Platform must be brought within one (1) year after the claim or cause of action first arose, except where a longer period is required by applicable law.

Nothing in this Agreement shall limit or exclude liability to the extent such liability may not be limited or excluded under applicable law, including liability arising from gross negligence, willful misconduct, or any statutory liability that cannot be lawfully disclaimed.

The limitations, exclusions, and disclaimers set forth in this Section shall apply to the fullest extent permitted by applicable law and shall survive termination or expiration of this Agreement.

Without limiting the Company’s other rights under this Agreement, the Company may suspend or restrict User’s access to the Platform, in whole or in part, where applicable, if payment authorization fails, Billing Information becomes invalid, outdated, or unauthorized, applicable fees are past due, or the Company reasonably determines that continued access presents financial, legal, compliance, or operational risk related to billing status or account administration.

The Company may terminate this Agreement upon written notice to User for any reason or no reason, subject to any non-cancellable term, termination restrictions, or wind-down provisions expressly set forth in applicable product, subscription, plan, or service-specific terms governing paid services (if any). In addition, the Company may terminate this Agreement immediately, without prior notice, if User engages in illegal conduct, misuses intellectual property, compromises the security or integrity of the Platform, or otherwise materially breaches this Agreement.

User may terminate this Agreement only as expressly permitted under applicable product, subscription, plan, or service-specific terms, if any. Termination of this Agreement does not relieve User of any obligations that survive termination or that are governed by separate agreements.

Upon termination of this Agreement, User’s right to access or use the Platform shall immediately cease. Termination does not affect any rights or obligations that, by their nature or as expressly stated in this Agreement, are intended to survive termination or expiration.

Suspension or termination under this Section does not limit the Company’s right to pursue any other remedies available under this Agreement or at law or in equity.

The Company may investigate any suspected violation of this Agreement or misuse of the Platform and may cooperate with law enforcement, regulators, or other governmental authorities as required or deemed appropriate by the Company.

The Company may suspend or restrict User’s access to the Platform, in whole or in part, during the investigation of any suspected violation of this Agreement, security incident, legal compliance issue, or risk of harm to the Platform, the Company, or any third party.

Such suspension may remain in effect for the duration of the investigation, and the Company shall have no obligation to restore access unless and until the matter is resolved to the Company’s reasonable satisfaction. No suspension under this Section shall entitle User to any credit, set-off, reduction, or other adjustment of fees, or to any damages, and the Company shall have no liability arising from or relating to such suspension or investigation, except to the extent expressly prohibited by applicable law.

Suspension or termination of access does not affect the Company’s right to retain account records, Billing Information, transaction history, audit logs, or other information as necessary to comply with legal, regulatory, accounting, or operational requirements, or to enforce this Agreement, subject to applicable law.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations, if any) due to events beyond its reasonable control, including without limitation acts of God; pandemics, epidemics, or public health emergencies; quarantine or travel restrictions; labor disputes or disturbances; material shortages or rationing; governmental actions or regulations; failures of utilities or communications networks; or other similar events beyond the affected party’s reasonable control.

The parties are independent parties to this Agreement, and nothing herein shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. User has no authority to bind the Company in any manner, and nothing in this Agreement shall be construed as granting User any authority, rights, or powers beyond those expressly set forth herein.

User may not assign, transfer, or delegate this Agreement, in whole or in part, whether by operation of law, change of control, or otherwise, without the prior written consent of the Company. Any attempted assignment in violation of this Section shall be null and void.

The Company may assign this Agreement, without User’s consent, in connection with a merger, acquisition, sale of assets, corporate reorganization, change of control, or other transfer of all or substantially all of the Company’s business or assets, or to an affiliate or successor entity.

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform through informal discussions. Either party may provide written notice describing the dispute, and the parties shall attempt to resolve the dispute within thirty (30) days after such notice. Compliance with this informal resolution process is a condition precedent to initiating arbitration or litigation, except for claims seeking injunctive or equitable relief.

Except for claims seeking injunctive or other equitable relief or claims relating to the ownership, validity, misuse, or enforcement of intellectual property or Confidential Information, and to the maximum extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform shall be finally resolved by binding arbitration and not in court.

This arbitration agreement is governed by the Federal Arbitration Act (“FAA”) and shall be interpreted in the broadest manner permitted by law.

The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules then in effect, except that if the AAA determines that the AAA Consumer Arbitration Rules apply, those rules shall apply. The arbitration shall be conducted before a single arbitrator.

Unless the parties mutually agree otherwise, the seat of arbitration shall be North Carolina; provided that if the AAA determines that the AAA Consumer Arbitration Rules apply, the arbitration hearing location shall be in the county and state corresponding to User’s billing address on file with the Company, or conducted remotely if permitted by the arbitrator.

Each party shall bear its own attorneys’ fees and costs, and arbitration fees shall be allocated by the arbitrator in accordance with the applicable AAA rules, unless applicable law requires otherwise. If the AAA Consumer Arbitration Rules apply, the Company will pay or reimburse arbitration filing fees to the extent required by those rules.

The arbitrator may award only relief that would be available in an individual action and only to the extent necessary to resolve the individual claim. The arbitrator may not award relief on a class, collective, or representative basis.

Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM.

ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF SHALL PROCEED IN A COURT OF COMPETENT JURISDICTION, AND THE PARTIES AGREE THAT ANY REMAINING CLAIMS SUBJECT TO ARBITRATION SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS.

To the extent any claim or dispute is not subject to arbitration under this Agreement, or to the extent a party seeks injunctive or other equitable relief permitted under this Agreement, such claim or dispute shall be brought exclusively in the state or federal courts located in North Carolina, and each party irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

In any action or proceeding arising out of or relating to this Agreement or the Platform that is brought in a court of competent jurisdiction (including any non-arbitrable claim or request for injunctive or equitable relief), the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party, to the maximum extent permitted by applicable law.

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.

Any notice, demand, consent, disclosure, or other communication required or permitted under this Agreement shall be provided electronically, including by email, in-product notification, or posting on the Company’s website or Platform, unless a specific method is expressly required by applicable law.

You agree that any notices, agreements, disclosures, or other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.

Notices shall be deemed given when transmitted electronically or, if posted on the Company’s website or Platform, when such posting is made available. User is responsible for maintaining current and accurate contact information associated with its account.

The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not affect the right to require such performance at any later time. Any waiver of a breach of this Agreement must be in writing and shall not be deemed a waiver of any subsequent breach of the same or any other provision.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permitted by law or, if such enforcement is not possible, shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

This Agreement, together with any policies, product terms, subscription terms, or other documents expressly incorporated by reference or made applicable through the Platform from time to time, constitutes the entire agreement governing User’s access to and use of the Platform and supersedes all prior or contemporaneous agreements, communications, or understandings relating to such subject matter.

In the event of any conflict, the following order of precedence applies: (1) an executed order form, statement of work, or similar ordering document, but only for the specific product(s) or service(s) covered thereby; (2) applicable product, subscription, plan, or service-specific terms for those product(s) or service(s); and (3) this Agreement. This Agreement governs Platform access and account use except to the extent superseded for a specific product or service by an applicable ordering document or service-specific terms.

All provisions of this Agreement that by their nature should survive termination or expiration shall survive, including without limitation provisions relating to intellectual property rights, licenses, user content, confidentiality, disclaimers of warranties, limitation of liability, indemnification, dispute resolution, governing law, and any similar provisions elsewhere in this Agreement.

All headings and section titles in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular. The terms “include,” “includes,” and “including” shall be deemed to mean “without limitation.” This Agreement shall be construed as having been drafted jointly by the parties, and no presumption or rule of construction shall apply against any party by reason of authorship.

This Agreement may be accepted in one or more counterparts, including through electronic acceptance, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

Any acceptance, confirmation, or reaffirmation of this Agreement through electronic means—including clickwrap acceptance, account creation, login, or continued use of the Platform—shall be deemed an original execution of this Agreement and shall have the same legal force and effect as an original handwritten signature. Any electronically stored record of such acceptance shall be admissible and enforceable as an original document.