FLEEK TERMS OF SERVICE

LAST UPDATED [JULY 24TH 2024 ]

Welcome and thank you for your interest in Fleek Commerce Inc. (“Fleek”, “we” or “us”) and

our marketplace platform (“Platform”) that connects vintage buyers and sellers from around the world.

This Terms of Service Agreement (“Terms of Service”) governs your use of (i) our website available

at https://joinfleek.com/ (our “Website”), (ii) any mobile application that we offer that is subject to

these Terms of Service, including our mobile application for vintage sellers on the Platform (each, an

“Application”), and (iii) the services or other resources available on or enabled via our Website or any

Application including our Platform (collectively, with our Applications and Website, the “Services”).

Please read these Terms of Service carefully as they affect your rights. You should print a copy of

these Terms of Service or save them to your computer for future reference.

Acceptance

BY ACCESSING OR USING OUR WEBSITE, APPLICATIONS, PLATFORM OR SERVICES

IN ANY WAY, BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION

PROCESS, MAKING INVENTORY AVAILABLE ON THE SERVICES AND/OR BROWSING THE

WEBSITE OR DOWNLOADING A FLEEK APPLICATION YOU REPRESENT THAT (1) YOU HAVE

READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU

ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FLEEK, (3) YOU WILL USE THE

SERVICES SOLELY IN A BUSINESS CAPACITY AND NOT FOR YOUR OWN PERSONAL USE,

AND (4) IF YOU ARE USING THE SERVICES ON BEHALF OF A LEGAL ENTITY OR

ORGANIZATION, YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE

ENTITY OR ORGANIZATION TO THESE TERMS OF SERVICE. IN SUCH CASE, ALL

REFERENCES IN THESE TERMS OF SERVICE TO “YOU” WILL REFERS TO YOU AS AN

INDIVIDUAL AND TO ANY SUCH LEGAL ENTITY OR ORGANIZATION. IF YOU DO NOT AGREE

TO BE BOUND BY THESE TERMS OF SERVICE YOU MAY NOT ACCESS OR USE THIS

WEBSITE, ANY APPLICATIONS, THE PLATFORM OR THE SERVICES.

Supplemental Terms

Your use of, and participation in, certain Services may be subject to additional terms

(“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Service

or will be presented to you for your acceptance when you sign up to use the supplemental Service. If

these Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall

control with respect to such Service. These Terms of Service and any applicable Supplemental Terms

are referred to herein as the “Agreement.”

Understanding these Terms of Service

THESE TERMS OF SERVICE INCLUDE (1) YOUR AGREEMENT THAT FLEEK HAS NO

LIABILITY REGARDING THE SERVICES (SECTION 3 (FLEEK ONLY PROVIDES A VENUE); (2)

YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY

(SECTION 16 (DISCLAIMER OF WARRANTIES AND CONDITIONS)); (3) YOUR CONSENT TO

RELEASE FLEEK FROM LIABILITY (SECTION 14 (RELEASE); AND (4) YOUR AGREEMENT TO

INDEMNIFY FLEEK (SECTION 15 (INDEMNIFICATION)).

NOTICE TO USERS LOCATED IN THE UNITED STATES – IF YOU ARE A USER

LOCATED IN THE UNITED STATES.PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS

PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND FLEEK.

AMONG OTHER THINGS, IT INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES,

WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE

RESOLVED BY BINDING AND FINAL ARBITRATION. IT ALSO CONTAINS A CLASS ACTION

AND JURY TRIAL WAIVER. PLEASE READ THIS AGREEMENT CAREFULLY. UNLESS YOU

OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE

PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN

INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR

REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE

IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING

YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW

AND TO HAVE A JURY TRIAL.

PLEASE BE AWARE THAT SECTION 4.4 (FLEEK COMMUNICATIONS) OF THESE TERMS

OF SERVICE, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS

FROM US, INCLUDING VIA E-MAIL, POSTAL MAIL, TEXT MESSAGE AND PUSH NOTIFICATION.

Our right to make changes to these Terms of Service

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY FLEEK IN ITS

SOLE DISCRETION AT ANY TIME. When changes are made, Fleek will make a new copy of the

Terms will be made available from within, or through, the affected Service on the Website or within the

Applications.

We will also update the “Last Updated” date at the top of the Terms of Service or

Supplemental Terms. If we make any material changes, and you have registered with us to create an

Account (as defined in Section 5.1 (Registering Your Account) below) we will also send an e-mail to

you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to the

Agreement will be effective immediately for new users of the Website, the Applications and/or

Services and will be effective thirty (30) days after posting notice of such changes on the Website for

existing Registered Users (defined in Section 5.1 (Registering Your Account) below), provided that

any material changes shall be effective for Registered Users upon the later of thirty (30) days after

posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of

such changes to Registered Users. Fleek may require you to provide consent to the updated

Agreement in a specified manner before further use of the Website, the Applications and/ or the

Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s),

you shall stop using the Website, the Applications and/or the Services. Otherwise, your continued use

of the Website, the Applications and/or Services constitutes your acceptance of such change(s).

PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS OF

SERVICE.

1. OUR SERVICES CONNECT BUYERS AND SELLERS. Fleek provides a marketplace that allows

users of our Services, including our Website, Platform and Applications (“Users”) that have an

account with Fleek to offer, sell and buy vintage and secondhand fashion items. As a marketplace, we

do not own or sell the items listed on the Services, so the actual contract for sale is directly between

the individual or entity seeking to sell items (“Sellers”) and the individual or entity seeking to buy items

(“Buyers”). By agreeing to these Terms of Service and using the Services, Users represent that all

sales are wholesale. While we may, in our discretion, help facilitate the resolution of disputes through

various programs, Fleek has no control over and does not guarantee the existence, quality, safety or

legality of any items offered on the Services; the truth or accuracy of Users’ content or listings; the

ability of Sellers to sell items; the ability of Buyers to pay for items; or that a Buyer and Seller will

actually complete a transaction or return an item.

2. OUR PLATFORM. You may not use the Services to solicit, advertise for, or contact in any

form, Users for employment or any other purpose not related to the purchase and sale of items

facilitated through the Services. You may not use the Services to collect usernames and/or e-mail

addresses of Users by electronic or other means without the express prior written consent of Fleek.

As a marketplace, we do not personally provide or deliver any of the items listed on the Services, so

the actual contract for the provision of any listed item is directly between the Buyer and the Seller of

that item.

3. FLEEK ONLY PROVIDES A VENUE. While Fleek may provide pricing and guidance on our

Services, such information is solely informational. We are not obligated to take part in the interaction

between Users. We do not have control over the quality, timing, legality, failure to provide, or any

aspect whatsoever of any ratings provided by Users, items sold by Sellers, or of the integrity,

responsibility, or any actions of any Users. Fleek makes no representations about the suitability,

reliability, timeliness or accuracy in public, private or offline interactions. Although Fleek may require

that Users provide certain information as part of the registration and onboarding process, we cannot

confirm that any User is who they claim to be. Fleek does not assume any responsibility for the

accuracy or reliability of this information or any information provided through the Services.

When interacting with other Users you should exercise caution and common sense to protect

your personal safety and property, just as you would when interacting with other persons whom you

don’t know.

NEITHER FLEEK NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE

CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

4. USE OF THE SERVICES. The Services, including the Platform, Applications, and Website,

are protected by copyright laws throughout the world. Unless otherwise specified by Fleek in a

separate license, your right to use any and all Services is subject to the Agreement.

4.1 Application License. Subject to your compliance with the Agreement, Fleek

grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to

download, install and use a copy of any Application on a single mobile device or computer that you

own or control and to run such copy of any Application solely for your own personal or internal

business purposes. Furthermore, with respect to any Application accessed through or downloaded

from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store

Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating

system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

Notwithstanding the first sentence in this section, with respect to any Application accessed through or

downloaded from the Google Play store, you may have additional license rights with respect to use of

any Application on a shared basis within your designated family group.

4.2 Updates. You understand that the Services are evolving. As a result, Fleek

may require you to accept updates to any Application that you have installed on your computer or

mobile device. You acknowledge and agree that Fleek may update the Services with or without

notifying you. You may need to update third-party software from time to time in order to use the

Services.

4.3 Certain Restrictions. The rights granted to you in the Agreement are subject

to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce,

distribute, host or otherwise commercially exploit Services or any portion of the Services, including the

Website, Platform or Applications; (b) you shall not frame or utilize framing techniques to enclose any

trademark, logo, or other Content (including images, text, page layout or form) of Fleek; (c) you shall

not use any metatags or other “hidden text” using Fleek’s name or trademarks; (d) you shall not

modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile

or reverse engineer any part of the Services except to the extent the foregoing restrictions are

expressly prohibited by applicable law; (e) you shall not use any manual or automated software,

devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars,

data mining tools or the like) to “scrape” or download data from any web pages contained in the

Services (except that we grant the operators of public search engines revocable permission to use

spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary

for creating publicly available searchable indices of the materials, but not caches or archives of such

materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced,

distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;

and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained

on or in the Services. Any future release, update or other addition to the Services shall be subject to

the Agreement. Fleek, its suppliers and service providers reserve all rights not granted in the

Agreement. Any unauthorized use of the Services terminates the licenses granted by Fleek pursuant

to the Agreement.

4.4 Fleek Communications.

(a) Generally. By entering into this Agreement or using the Services,

you agree to receive communications from us, including via e-mail, postal mail, and push notifications.

Communications from us and our affiliated companies may include but are not limited to: operational

communications concerning your Account or the use of the Services, updates concerning new and

existing features on the Services, recurring communications concerning promotions run by Fleek or

our third-party partners, and news concerning Fleek and industry developments. IF YOU WISH TO

OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL

EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL

ITSELF.

(b) Text Messages. The Fleek mobile messages service (the “Message

Service”) allows users to receive SMS/MMS mobile messages by opting-in. Regardless of the opt-in

method you use to enroll, you agree that your use of the Message Service is governed by these

and fees associated with text messaging imposed by your wireless provider. Message and data rates

may apply. By enrolling in the Message Service, you authorize us to send recurring SMS and MMS

mobile messages to the telephone number you specify and you represent that you are authorized to

receive mobile messages at such number. The messages sent through the Message Service may

include notifications related to Purchases and marketing or advertising messages, and may be

transmitted using an automatic telephone dialing system (“ATDS”) or other automated systems for the

selection or dialing of telephone numbers. Your consent to receive mobile messages via an ATDS or

other automated system is not required (directly or indirectly) as a condition of purchasing any

property, items or services. Message frequency varies. Text the keyword STOP in reply to any

message you receive through the Message Service to unsubscribe at any time. When you opt-out,

you agree we may send you an opt-out confirmation message. For Message Service support or

assistance, text HELP in reply to any message you receive through the Message Service or email us

at contact@joinfleek.com. We may change any short code or telephone number we use to operate

the Message Service at any time with notice to you. You acknowledge that any messages, including

any STOP or HELP requests, you send to a short code or telephone number we have changed may

not be received and we will not be responsible for honoring requests made in such messages. We

and the wireless carriers supported by the Message Service are not liable for any failed, delayed or

undelivered messages. If you change your mobile phone number, you agree to opt out of the

Message Service first.

5. REGISTRATION.

5.1 Registering Your Account. In order to access certain features of the

Services (such as the ability to list or sell as a Seller), you may be required to become a Registered

User. For purposes of the Agreement, a “Registered User” is a User who has registered an account

on the Services (“Account”).

5.2 Registration Data. In registering an account on the Services, you agree to

(a) provide true, accurate, current and complete information about yourself as prompted by the

registration form (the “Registration Data”); and (b) maintain and promptly update the Registration

Data to keep it true, accurate, current and complete. You represent that you are (i) at least sixteen

(16) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the

Services under the laws of the United States, your place of residence or any other applicable

jurisdiction. You are responsible for all activities that occur under your Account. You agree that you

shall monitor your Account to restrict use by minors, and you will accept full responsibility for any

unauthorized use of the Services by minors. You may not share your Account or password with

anyone, and you agree to (y) notify Fleek immediately of any unauthorized use of your password or

any other breach of security; and (z) exit from your Account at the end of each session. If you provide

any information that is untrue, inaccurate, not current or incomplete, or Fleek has reasonable grounds

to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Fleek has

the right to suspend or terminate your Account and refuse any and all current or future use of the

Services (or any portion thereof). You agree not to create an Account using a false identity or

information, or on behalf of someone other than yourself. You agree that you shall not have more than

one Account at any given time. Fleek reserves the right to remove or reclaim any usernames at any

time and for any reason, including but not limited to, claims by a third party that a username violates

the third party’s rights. You agree not to create an Account or use the Services if you have been

previously removed by Fleek, or if you have been previously banned from any of the Services.

5.3 Your Account. Notwithstanding anything to the contrary herein, you

acknowledge and agree that you shall have no ownership or other property interest in your Account

(save for your Registration Data and Your Content), and you further acknowledge and agree that all

rights in and to your Account are and shall forever be owned by and inure to the benefit of Fleek.

5.4 Deleting your Account. You can ask us to delete your Account at any time,

for any reason, in accordance with our Privacy Policy.

5.5 Necessary Equipment and Software. You must provide all equipment and

software necessary to connect to the Services, including but not limited to, a mobile device that is

suitable to connect with and use the Services, in cases where the Services offer a mobile component.

You are solely responsible for any fees, including Internet connection or mobile fees, that you incur

when accessing the Services.

6. RESPONSIBILITY FOR CONTENT.

6.1 Types of Content. You acknowledge that any information, data, text,

software, music, sound, photographs, graphics, video, livestreams, video conferences, messages,

tags and/or other materials facilitated through the Services (collectively, “Content”) is the sole

responsibility of the party from whom such Content originated. This means that you, and not Fleek,

are entirely responsible for all Content that you upload, post, e-mail, transmit, livestream or otherwise

make available (“Make Available”) through the Services (“Your Content”), and that you and other

Registered Users of the Services, and not Fleek, are similarly responsible for all Content that you and

they Make Available through the Services (“User Content”).

6.2 No Obligation to Pre-Screen Content. You acknowledge that Fleek has no

obligation to pre-screen Content (including, but not limited to, User Content), although Fleek reserves

the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the

Agreement, you hereby provide your irrevocable consent to such monitoring. Without limitation of any

non-waivable privacy rights that you may have under applicable law, you acknowledge and agree that

you have no expectation of privacy concerning the transmission of Your Content, including without

limitation chat, text, video conference or voice communications. In the event that Fleek pre-screens,

refuses or removes any Content, you acknowledge that Fleek will do so for Fleek’s benefit, not yours.

Without limiting the foregoing, Fleek shall have the right to remove any Content that violates the

Agreement or is otherwise objectionable.

6.3 Storage. Unless expressly agreed to by Fleek in writing elsewhere, Fleek

has no obligation to store any of Your Content that you Make Available on the Services. Except for

Fleek’s obligations under applicable privacy laws and commitment to handle your personal

information as described in Fleek’s Privacy Policy, Fleek has no responsibility or liability for the

deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive

transmission of Content; or the security, privacy, storage, or transmission of other communications

originating with or involving use of the Services. You agree that Fleek retains the right to create

reasonable limits on Fleek’s use and storage of the Content, including Your Content, such as limits on

file size, storage space, processing capacity, and similar limits described on the Services and as

otherwise determined by Fleek in its sole discretion.

7. OWNERSHIP.

7.1 Fleek Services. Except with respect to Your Content and User Content, you

agree that Fleek and its suppliers own all rights, title and interest in the Services (including but not

limited to, any computer code, themes, objects, characters, character names, stories, dialogue,

concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of

operation, moral rights, documentation, and Fleek software). You will not remove, alter or obscure any

the Services. Except with respect to Your Content, you agree that you have no right, title in or to any

Content that appears on the Services.

7.2 Trademarks. The name “Fleek” and all related graphics, logos, service

marks and trade names used on or in connection with the Services are the intellectual property of

Fleek and may not be used without permission in connection with your, or any third-party, products or

services. Other trademarks, service marks and trade names that may appear on or in the Services are

the property of their respective owners.

7.3 Your Content. Fleek does not claim ownership of Your Content. However,

when you as a Registered User Make Available Your Content on or through the Services, you

represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive

right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish,

translate, create derivative works from, distribute, derive revenue or other remuneration from, and

communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to

incorporate it in other works in any form, media or technology now known or later developed, for the

full term of any worldwide intellectual property right that may exist in Your Content, including the right

to place advertisements for and promote any items you may have listed for sale on the Services.

7.4 License to Your Content. Subject to any applicable account settings that

you select, you grant Fleek a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free,

non-exclusive and fully sublicensable right (including any moral rights) and license to use, license,

distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in

part) for the purposes of operating and providing the Services to you and to our other Users,

advertising and promoting the Services and items listed for sale on the Services, and our other

business purposes. Please remember that other Users may search for, see, use, modify and

reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that

the holder of any worldwide intellectual property right, including moral rights, in Your Content, has

completely and effectively waived all such rights (to the fullest extent permitted by applicable law) and

validly and irrevocably granted to you the right to grant the license stated above. You agree that you,

not Fleek, are responsible for all of Your Content that you Make Available on or in the Services. Any

Content you Make Available in connection with the Services may not contain nudity, violence, sexually

explicit, or offensive subject matter as determined by Fleek in its sole discretion. You may not Make

Available any photograph or audio or visual recording or livestream of another person without that

person’s permission.

7.5 Username. Notwithstanding anything contained herein to the contrary, except

for Fleek’s obligations under applicable privacy laws and commitment to handle your personal

information as described in Fleek’s Privacy Policy, by Making Available Your Content to the Services,

you hereby expressly permit Fleek to identify you by your username (which may be a pseudonym) or

by the business or individual name associated with your Account as the contributor of Your Content in

any publication in any form, media or technology now known or later developed in connection with

Your Content.

7.6 Feedback. You agree that submission of any ideas, suggestions, documents,

and/or proposals to Fleek in any form (“Feedback”) is at your own risk and that Fleek has no

obligations (including without limitation obligations of confidentiality) with respect to such Feedback.

You represent and warrant that you have all rights necessary to submit the Feedback. You hereby

grant to Fleek a fully paid, royalty- free, perpetual, irrevocable, worldwide, non-exclusive, and fully

sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify,

re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any

manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the

operation and maintenance of the Services and/or Fleek’s business.

8. USER CONDUCT. As a condition of use, you agree not to use the Services for any

purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit

any third party) to either (a) take any action or (b) Make Available any Content on or in connection

with the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or

other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, misleading, false,

defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious,

obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iii) constitutes

unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or

sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Fleek’s prior

written consent; (v) impersonates any person or entity, including any employee or representative of

Fleek; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the

Services in any way not expressly permitted by this Agreement; (vii) manipulates the price of any

listed item or interferes with a User profile or Seller listings; (ix) transfers your Account and Username

to another party without our consent; (x) bypasses our robot exclusion hardware, interferes with the

working of the Services, or imposes an unreasonable or disproportionately large load on our

infrastructure; (xi) uses the Services to collect, harvest, transmit, distribute or submit any information

concerning any other person or entity, including without limitation photographs of others, personal

contact information or credit card, debit or calling card or account numbers without their permission;

(xii) takes any action that may undermine our feedback or ratings systems; (xiii) breaches or

circumvents any laws, third party rights or our systems, policies, or determinations of your account

status; or (xiv) attempts to engage in or engages in, any potentially harmful acts that are directed

against the Services, including but not limited to violating or attempting to violate any security features

of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or

“spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into

the Services, or interfering or attempting to interfere with use of the Services by any other user, host

or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or

“crashing” the Services.

9. NO SOLICITATION. The Services may not be used to solicit for any other business,

website or services.

10. INVESTIGATIONS. Fleek may, but is not obligated to, monitor or review the Services and

Content at any time. Without limiting the foregoing, Fleek shall have the right, in its sole discretion, to

remove any of Your Content for any reason (or no reason), including if such Content violates the

Agreement or any applicable law. Although Fleek does not generally monitor user activity occurring in

connection with the Services or Content, if Fleek becomes aware of any possible violations by you of

any provision of the Agreement, Fleek reserves the right to investigate such violations, and Fleek

may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or

remove Your Content, in whole or in part, without prior notice to you.

11. INTERACTIONS WITH OTHER USERS.

11.1 User Responsibility. You are solely responsible for your interactions with

other Registered Users and any other parties with whom you interact; provided, however, that Fleek

reserves the right, but has no obligation, to intercede in such disputes. You agree that Fleek will not

be responsible for any liability incurred as the result of such interactions.

11.2 Content Provided by Other Users. The Services may contain User Content

provided by other Registered Users. Fleek is not responsible for and does not control User Content.

Fleek has no obligation to review or monitor, and does not approve, endorse or make any

representations or warranties with respect to, User Content. You use all User Content and interact

with other Registered Users at your own risk.

11.3 Subverting the Platform. The value of the Services rests in its thriving

marketplace for Buyers and Sellers. It is a material breach of this Agreement to initiate the sale and/or

purchase of items listed on the Services to then subsequently arrange for the sale of those listed

items from, or the payment of fees to, Sellers outside the context of the Services for the purposes of

circumventing the obligation to pay the Fees to Fleek’s.

12. PURCHASE AND SALE TRANSACTIONS.

12.1 Risks, No Warranty. You assume certain risks in using a marketplace

service such as Fleek. Fleek is not involved with, nor provides a warranty for, any transaction between

Buyer and Seller, nor has title to any items, and is not the Buyer or Seller in any transaction. You as a

Buyer and/or Seller assume, agree and understand you bear all of the risks in selling or purchasing of

items via the Services.

12.2 Prohibited Items. Fleek prohibits the listing or sale of any item that is illegal

to sell under any applicable law, statute, ordinance, regulation or applicable third-party agreement, or

for which sales cannot be processed by Fleek’s Payment Processor (as defined in Section 13.1 (Third

Party Payment Processors)). Fleek prohibits the listing or sale of counterfeit items.

12.3 Purchases. Sellers may offer to sell items to Users via the Services, and

once an offer has been accepted via the Services by a Buyer, this is considered a “Purchase”, and is

a binding contract. Upon Purchasing an item, a Buyer is obligated to remit payment for the item to

Fleek including any shipping or additional fees listed. Fleek is not a Seller, nor is it an auctioneer or

carrier. Although the Services may include pricing, listing, and shipping assistance, Fleek is not a

Buyer or Seller of items. Fleek may delay any Purchase for purposes of fraud detection or to protect

users from other illegal or wrongful activities. If you indicate that you are purchasing any items in your

capacity as a reseller, then you agree to provide us with such proof as we may request to verify that

you are a reseller, including any certificate of exemption or similar documentation for tax purposes.

12.4 Shipping. Generally, unless a longer fulfillment period is indicated in the

listing and has been pre-approved by Fleek, Sellers must ship item(s) within seven (7) business days

after a Buyer makes a Purchase via the Services. If a Seller is not using a prepaid shipping label

provided by Fleek, then the Seller must also provide tracking information to Fleek within such period.

If Seller does not ship the item or provide any required proof of shipment as described above, we will

notify Seller and Buyer and the order may be cancelled. Prepaid shipping labels provided by Fleek

may only be used to ship the applicable item for which the label was provided, and Seller is fully

responsible for contents of parcel, and must comply with all terms and conditions of the shipping

carrier. Title transfers to Buyer upon shipment.

12.5 Returns and Refunds. If an item is lost, damaged, late, or arrives not as

expected to Buyer, Buyer must report issue to Fleek within three (3) days of delivery or of the date the

shipping carrier indicates that the item was delivered by emailing contact@joinfleek.com. All

Purchases are final, with no returns, refunds, cancellations, or retractions allowed, except where the

Purchase is cancelled where explicitly permitted by Fleek or where applicable, a Seller. As between

Fleek and Seller, Seller, not Fleek, is solely responsible if any items are not delivered or if the items

are delivered in a condition that do not match the description on the Services. Fleek has no obligation

to provide refunds or credits, but may grant them in extenuating circumstances. If the item you receive

is not as described on the Services, then you should notify us within three (3) days of delivery (as

determined by the tracking information on the shipping label of the item) by emailing

contact@joinfleek.com. If a Buyer reports a problem with an item, Fleek may forward the query,

complaint or request to the relevant Seller and in such case, the Buyer and Seller agree to allow Fleek

to remain involved in their communications with respect to such item. If the Buyer and Seller cannot

mutually agree on a resolution, then Fleek will determine, in its sole discretion, whether to issue a full

or partial refund, credit or return for any such item.

13. FEES AND PAYMENTS SERVICES.

13.1 Fee Policy. Unless we have otherwise agreed with Seller in writing to a

different fee arrangement, Fleek will charge the Seller a fee of 15% of the list price for any items sold

by the Seller through the Services (“Fee(s)”). We may change our Fees from time to time in

accordance with Section “Our right to make changes to these Terms of Service” at the beginning

of these Terms of Service. To the extent applicable, any Fees charged to Seller by Fleek may offset

from funds due to Seller in accordance with these Terms.

13.2 Buyer Payments. Buyers contract directly with Sellers for the purchase of

items on the Services. Fleek is not a party to any such sales. Fleek facilitates these sales through

hosting the Services and byproviding a method to facilitate payment for the purchase of items as

described below. All payments must be made through the Services. Fleek, or its Payment Processor

(defined below), will charge the authorized payment method Buyer specifies at the time of purchase or

as otherwise specified by Buyer. Buyers may make payment for a purchase through the Platform via

payment methods made available by Fleek through the Services from time to time, such as ACH,

debit card, credit card, PayPal, or other payments services providers. Type and availability of payment

methods is subject to change from time to time in Fleek’s and Payment Processor’s sole

discretion.You understand and agree that Fleek itself does not process the transmission of funds and

thus it is not a separate and discrete service that Fleek provides in addition to the Services. Users

agrees to provide accurate and complete information in order for Fleek or Payment Processor to

receive, process, and disburse payments made through the Services.

13.3 Payment Processing Services. Payments for purchase made by Buyer are

processed by Fleek and its third party payment service providers (each, a “Payment Processor”) on

behalf of Seller to facilitate the settlement of proceeds to the Seller, less any amounts owed to Fleek

as set forth herein. Fleek In order to make or receive payments through the Services (whether as a

Buyer or a Seller), you must provide accurate and complete information, and you authorize us to

share this information with the Payment Processor. Payment information is provided directly to and

stored (as applicable) by the Payment Processor. Fleek does not store your payment information on

its systems and shall not have any responsibility for the safety or security of that information. Your use

of the Payment Processor’s payment processing is conditioned upon your compliance with all of such

Payment Processor’s applicable terms and conditions, and if your agreement with the Payment

Processor is terminated by the Payment Processor for any reason, you may not be able to use the

Services, or you may have your Account suspended or terminated. We may change any of our

Payment Processors or add other payment processing services at any time upon notice to you, which

may be subject to additional terms or conditions. All payments made through the Services will be held

for a period of three (3) days after delivery (as determined by the tracking information on the shipping

label of the item)., refunds or credits granted in accordance with Section 12.5.

13.4 Appointment of Fleek as Limited Payments Agent. To the extent

applicable, Seller hereby appoints Fleek as its limited payments agent for the sole purpose of

constructively or actually receiving, holding, and settling payments to Seller for purchases made

through the Platform. Fleek, through Payment Processor, will settle payments that are actually or

constructively received by Fleek to Seller, less any amounts owed to Fleek, including fees and other

obligations, as set forth in these Terms. Seller agrees that a payment actually or constructively

received by Fleek or its Payment Processor, on behalf of Seller, satisfies the Buyer’s obligation to

make payment to Seller for Buyer’s purchase through the Services, regardless of whether Fleek or its

Payment Processor actually settles such payment to Seller. If Fleek does not settle any such

payments as described in these Terms to Seller, Seller will have recourse only against Fleek (or the

Payment Processor, as applicable) and not the Buyer, as payment is deemed made by Buyer to Seller

upon constructive or actual receipt of funds by Fleek and Payment Processor. In accepting this

appointment as the limited payments agent of Seller, as applicable, Seller agrees that Fleek assumes

no liability for any acts or omissions of Seller, and Seller understands that the obligation of Fleek or its

Payment Processor to settle funds to Seller is subject to and conditional upon the Buyer’s actual

payment and these Terms.

13.5 Disbursement to Seller. Fleek and Payment Processor will timely disburse

funds to Seller after delivery (as determined by the tracking information on the shipping label of the

item) to the account associated with the payout information designated by the Seller. Fleek will offset

its Fee for each Purchase, as well as the cost for any pre-paid shipping labels provided by Fleek and

any other Taxes (as defined in 13.6 (Taxes)) collected by Fleek, from the amount payable to Seller.

Payment amounts settled to Seller in connection with Purchases through the Services are subject to

any returns, refunds or credits granted in accordance with Section 12.5. If payment is made to Seller

in error, or if Seller receives funds that Seller is not otherwise entitled to receive at the time of

disbursement, Fleek and/or its Payment Processor has the right to recoup such amounts from the

Seller, including without limitation by initiating a debit or charge to any account provided by Seller in

connection with the Services. Company may also offset against funds pending settlement to Seller

any other sums due, or reasonably likely to become due, to Company pursuant to these Terms. In

some cases, settlement of the payment processing proceeds could be temporarily delayed by an

issue at Fleek, its Payment Processor, or Buyer’s or Seller’s designated financial institution. Fleek is

not obligated to refund any Fees or reimburse any expenses due to delayed settlements. In addition,

Seller’s designated financial institution’s settlement and account crediting procedures may at times

cause delays in the crediting of funds to Seller’s linked bank account and Fleek does not have control

over these delays.

13.6 Chargebacks and Holds. In the event that a Buyer submits a chargeback

request to its bank or financial institution in connection with a purchase from Seller, Fleek will inform

Seller of the chargeback request. Seller agrees to provide evidence that the items involved in the

request were shipped and delivered (e.g., tracking information of the shipping carrier), and that such

item(s) were as described in the original listing, as well as any additional information Fleek may

request, within five (5) days of being informed by Fleek of the chargeback. If a chargeback request is

submitted by a Buyer before amounts are settled to Fleek as described in this Section, Seller agrees

that Fleek may hold the settlement until the chargeback dispute is resolved, and if the chargeback

dispute is warranted, Fleek will not settle any such funds for the transaction at issue to the Seller.

Seller also agrees that Fleek and its Payment Processors reserves the right to manage the risks

associated with providing the Services and payment processing for Seller by placing restrictions on

the settlement of funds to Seller when Fleek, or its Payment Processor, deems it is necessary at their

sole discretion, respectively, including as necessary to comply with law or mitigate fraud or abuse of

the Services. For example, a hold may be placed if Fleek has reason to believe there is an increased

risk associated with a certain transaction through the Services, such as if a Buyer files a dispute or

requests a return, or if you are a new Seller or there have been prior complaints or disputes relating to

the Seller’s transactions.

[Further, Fleek may temporarily withhold a portion of funds pending settlement to Seller if Fleek or

its Payment Processor, in their respective sole discretion, determine such action is necessary to secure

payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness

Seller may have incurred with Fleek or its Payment Processor or any Buyer.

13.7 For the avoidance of doubt, neither Fleek nor any of its affiliates:

(a) provide payment escrow or services as a regular occupation or

business activity within the meaning of the Payment Services Regulations 2017 (SI 2017/752) and/or

the revised Payment Services Directive ((EU) 2015/2366); or

(b) allow a payer to transfer funds into an account that it controls or

manages, but this does not constitute settlement of the payer’s debt to the payee, to subsequently

transfer corresponding amounts to the payee, pursuant to an agreement with the payee.

13.8 Taxes. The amounts paid under this Agreement do not include any Sales

Tax, value-added tax, or any other charges such as duties, customs, tariffs, imposts and government

imposed surcharges (collectively, “Taxes”) that may be due in connection with any Purchase that is

facilitated via the Services under this Agreement. To the extent permitted by applicable law, as

between Fleek and the Seller, the Seller is solely responsible for all Taxes in connection with any

Purchase that is facilitated via the Services. If Fleek determines it has a legal obligation to obtain a

certificate of exemption or similar documentation to proceed with a transaction without collecting

Sales Tax from a User, the User agrees to provide such certificate of exemption or similar

documentation. If Fleek determines it has a legal obligation to collect Sales Tax from a User in

connection with this Agreement, Fleek shall collect such Sales Tax in addition to the amounts required

under this Agreement. If any Purchases, Services, or payments for any Services or Purchases, under

the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable

Sales Tax to Fleek, you will be responsible for the payment of such Sales Tax and any related

penalties or interest to the relevant tax authority, and you will indemnify Fleek for any liability or

expense Fleek may incur in connection with such Sales Taxes. Upon Fleek’s request, you will provide

it with official receipts issued by the appropriate taxing authority, or such other evidence that you have

paid all applicable taxes. For purposes of this section,”SalesTax” shall mean any sales or use tax,any

value added tax (or equivalent tax) and any other tax measured by sales proceeds that is the

functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose

a sales or use tax.

13.9 Additional Information Regarding Payments Services. As between Fleek

and the Payment Processor, Fleek is solely responsible for (i) the Services and (ii) any liability which

may arise from your access to or use of the Services including: (a) the development, use, marketing

or distribution of or access to the Services, including support of the Services; or (b) Fleek’s access,

use, distribution or storage of your data as described in our Privacy Policy. The Payment Processor is

not liable for any fault in the Services or any harm that may result from its access or use, and except

where expressly stated by the Payment Processor, the Payment Processor cannot provide assistance

with the access or use of the Services.

14. RELEASE. Fleek expressly disclaims any liability that may arise between Users of its

Services. The Services are only a venue for connecting Buyers with Sellers. Because Fleek is not a

party to the actual contracts between Buyers and Sellers, in the event that you have a dispute with

one or more Users, you release Fleek, its parents, subsidiaries, affiliates, officers, employees,

investors, agents, partners and licensors, but excluding any Users (each a “Fleek Party” and

collectively, the “Fleek Parties”) from any and all claims, demands, or damages (actual or

consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed

and undisclosed, arising out of or in any way connected with such disputes.

If you are a California resident, you hereby waive California Civil Code Section 1542, which

states, “A general release does not extend to claims that the creditor or releasing party does not know

or suspect to exist in his or her favor at the time of executing the release and that, if known by him or

her, would have materially affected his or her settlement with the debtor or released party.” The

foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions

of any kind, including personal injuries, death or property damage for any unconscionable commercial

practice by a Fleek Party or for such party’s fraud, deception, false, promise, misrepresentation or

concealment, suppression or omission of any material fact in connection with the Services provided

hereunder.

15. INDEMNIFICATION. To the fullest extent permitted by applicable law, you agree to

indemnify and hold the Fleek Parties harmless from any losses, costs, liabilities and expenses

(including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your

Content; (b) your inability to use any Service; (c) your violation of the Agreement; (d) your violation of

any rights of another party, including any Registered Users; or (e) your violation of any applicable

laws, rules or regulations. Fleek reserves the right, at its own cost, to assume the exclusive defense

and control of any matter otherwise subject to indemnification by you, in which event you will fully

cooperate with Fleek in asserting any available defenses. This provision does not require you to

indemnify any of the Fleek Parties for any unconscionable commercial practice by such party or for

such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or

omission of any material fact in connection with the Services. You agree that the provisions in this

section will survive any termination of your Account, the Agreement and/or your access to the

Services.

16. DISCLAIMER OF WARRANTIES AND CONDITIONS.

16.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT

YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”

BASIS, WITH ALL FAULTS. FLEEK PARTIES (AS DEFINED IN SECTION 14 (RELEASE)

EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS OF

ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY,

FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF

THE SERVICES.This Section 16 (DISCLAIMER OF WARRANTIES AND CONDITIONS) does not

affect in any way alter Section 12.5 (Returns and Refunds) with respect to items purchased on the

Services.

(a) FLEEK PARTIES MAKE NO WARRANTY, REPRESENTATION OR

CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF

THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE

RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR

RELIABLE. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE SERVICES,

AND OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS

OUTSIDE OF OUR CONTROL.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE

ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL

BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT

LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE

SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

CANCELLATIONS AND OTHER DISRUPTIONS. FLEEK MAKES NO WARRANTY,

REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT

LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS

OF SERVICES.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,

OBTAINED FROM FLEEK OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT

EXPRESSLY MADE HEREIN.

(e) FROM TIME TO TIME, FLEEK MAY OFFER NEW “BETA”

FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR

TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY

WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT FLEEK’S SOLE

DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH

FEATURES OR TOOLS.

16.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND

AGREE THAT FLEEK PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD

FLEEK PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS

OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS

ENTIRELY WITH YOU.

16.3 No Liability for Conduct of Other Users. YOU ARE SOLELY

RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER

USERS OF THE SERVICES. YOU UNDERSTAND THAT FLEEK DOES NOT MAKE ANY ATTEMPT

TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. FLEEK MAKES NO WARRANTY

THAT THE ITEMS OR SERVICES PROVIDED BY OTHER USERS WILL MEET YOUR

REQUIREMENTS. FLEEK MAKES NO WARRANTY REGARDING THE AUTHENTICITY, QUALITY,

SAFETY OR LEGALITY OR LEGALITY OF ANY SUCH ITEMS, OR THE ACCURACY, TIMELINESS,

TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED

THROUGH THE SERVICES.

(a) We are not involved in the actual transaction between Buyers and

Sellers. While we may help facilitate the resolution of disputes through various programs, we have no

control over and do not guarantee the quality, safety or legality of items advertised, the truth or

accuracy of listings, the ability of Sellers to sell items, the ability of Buyers to pay for items, or that

Buyer or Seller will actually complete a transaction or return all items.

(b) We do not transfer legal ownership of items from the Seller to the

Buyer. California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2) apply to the

transfer of ownership between the Buyer and the Seller, unless the Buyer and the Seller agree

otherwise.

17. LIMITATION OF LIABILITY.

17.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT,

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL FLEEK PARTIES (AS

DEFINED IN SECTION 14 (RELEASE) BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR

DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR

COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR

PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT

FLEEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR

IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR

MEETINGS WITH OTHER USERS OF THE SERVICES , ON ANY THEORY OF LIABILITY,

RESULTING FROM: (a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE

SERVICES; (b) ANY ITEMS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED

OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES;

DATA OR CONTENT; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE

SERVICES; (e) THE INABILITY TO SELL OR PURCHASE ANY ITEMS THROUGH THE SERVICES

OR (f) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY,

OTHER LEGAL THEORY. FLEEK AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE

FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE

SERVICES. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, FLEEK PARTIES

WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT

PAID TO FLEEK BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION

OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR

PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

17.2 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE

EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME

OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU

MIGHT HAVE ADDITIONAL RIGHTS.

17.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH

ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLEEK

AND YOU.

18. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is Fleek’s policy to

terminate membership privileges of any Registered User who repeatedly infringes copyright upon

prompt notification to Fleek by the copyright owner or the copyright owner’s legal agent. Without

limiting the foregoing, if you believe that your work has been copied and posted on the Services in a

way that constitutes copyright infringement, please provide our Copyright Agent with the following

information: (a) an electronic or physical signature of the person authorized to act on behalf of the

owner of the copyright interest; (b) a description of the copyrighted work that you claim has been

infringed; (c) a description of the location on the Services of the material that you claim is infringing;

(d) your address, telephone number and e-mail address; (e) a written statement by you that you have

a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;

and (f) a statement by you, made under penalty of perjury, that the above information in your notice is

accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Contact information for Fleek’s Copyright Agent for notice of claims of copyright infringement is as

follows: contact@joinfleek.com

19. MONITORING AND ENFORCEMENT. Fleek reserves the right to: (a) remove or refuse to post

any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any

of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe

that such Content violates this Agreement, infringes any intellectual property right or other right of any

person or entity, threatens the personal safety of users of the Services or the public, or could create

liability for Fleek; (c) to the extent permitted by applicable law, disclose your identity or other

information about you to any third party who claims that material posted by you violates their rights,

including their intellectual property rights or their right to privacy; (d) take appropriate legal action,

including without limitation, referral to law enforcement, for any illegal or unauthorized use of the

Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no

reason, including without limitation, any violation of the Agreement.

If Fleek becomes aware of any possible violations by you of the Agreement, Fleek reserves

the right to investigate such violations. If, as a result of the investigation, Fleek believes that criminal

activity has occurred, Fleek reserves the right to refer the matter to, and to cooperate with, any and all

applicable legal authorities. Fleek is entitled, except to the extent prohibited by applicable law, to

disclose any information or materials on or in the Services, including Your Content, in Fleek’s

possession in connection with your use of the Services, to (i) comply with applicable laws, legal

process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your

Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v)

protect the rights, property or personal safety of Fleek, its Registered Users or the public, and all

enforcement or other government officials, as Fleek in its sole discretion believes to be necessary or

appropriate.

20. TERM AND TERMINATION.

20.1 Term. The Agreement commences on the date when you accept the Terms of

Service (as described in the preamble above) and remain in full force and effect while you use the

Services, unless terminated earlier in accordance with the Agreement.

20.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and

agree that the Agreement commenced on the earlier to occur of (a) the date you first used the

Services or (b) the date you accepted the Terms of Service, and that the Agreement will remain in full

force and effect while you use any the Services, unless earlier terminated in accordance with the

Agreement.

20.3 Termination of Services. We may suspend or terminate the Services or your

Account at our discretion without explanation, notice, and liability to Fleek including removing and

discarding any items or Content within the Services, for any reason. Any suspected fraudulent,

abusive or illegal activity that may be grounds for termination of your use of Service, may be referred

to appropriate law enforcement authorities. You may terminate the Services provided by closing your

Account or by notifying us by e-mail at contact@joinfleek.com.

20.4 Effect of Termination. Termination of the Services includes termination of

access to use the Services, including the Website, Applications and the Platform. Termination of the

Services also includes deletion of your password and all related information, files and Content

associated with or inside your Account (or any part thereof), including Your Content. Upon termination

of the Services, your right to use such Services will automatically terminate immediately. You

understand that any termination of the Services may involve deletion of Your Content associated

therewith from our live databases. Fleek will not have any liability whatsoever to you for any

suspension or termination, including for deletion of Your Content. All provisions of the Agreement

which by their nature should survive, shall survive termination of the Services, including without

limitation, ownership provisions, warranty disclaimers, and limitation of liability.

20.5 No Subsequent Registration. If your registration(s) with, or ability to access,

the Services or any other Fleek community, is discontinued by Fleek due to your violation of any

portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree

that you shall not attempt to re-register with or access the Services or any Fleek community through

use of a different username, business name or otherwise, and you acknowledge that you will not be

entitled to receive a refund for fees related to those Services to which your access has been

terminated. In the event that you violate the immediately preceding sentence, Fleek reserves the right,

in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or

warning to you.

21. PLATFORM IS US-BASED. The Services are controlled and offered by Fleek from its

facilities in the United States of America. The Services can be accessed from countries around the

world and may contain references to Services and Content that are not available in your country.

These references do not imply that Fleek intends to announce such Services or Content in your

country. Fleek makes no representations that the Services are appropriate or available for use in other

locations. Those who access or use the Services from other countries do so at their own volition and

are responsible for compliance with local law.

22. ARBITRATION AGREEMENT (APPLICABLE TO U.S. USERS ONLY). Please read the following

arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires U.S. Users to

arbitrate disputes with Fleek and limits the manner in which you can seek relief from us.

22.1 Applicability of Arbitration Agreement. Subject to the terms of this

Arbitration Agreement, you and Fleek (including its affiliates) agree that any dispute, claim,

disagreements arising out of or relating in any way to your access to or use of the Services or the

Agreement and prior versions of the Agreement, including claims and disputes that arose between us

before the effective date of this Agreement (each a “Dispute”), will be resolved by binding arbitration,

rather than in court, except that (i) you and Fleek may assert claims or seek relief in a small claims

court if such claims qualify and remain in small claims court; and (ii) you and Fleek may seek

equitable relief in court for infringement or other misuse of intellectual property rights.

22.2 Waiver of Jury Trial. YOU AND FLEEK HEREBY WAIVE ANY

CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN

FRONT OF A JUDGE OR A JURY. You and Fleek are instead electing that all Disputes shall be

resolved by arbitration under this Arbitration Agreement, except as specified in the paragraph entitled

“Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review

of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and

procedures are more streamlined than in court.

22.3 Class Action Waiver. YOU AND FLEEK AGREE THAT, EXCEPT AS

SPECIFIED IN THE PARAGRAPH ENTITLED “BATCH ARBITRATION” BELOW, EACH OF US MAY

BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS,

REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS

TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED

ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL

RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT

BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in

favor of the individual party seeking relief and only to the extent necessary to provide relief warranted

by the party's individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement,

if a court decides by means of a final decision, not subject to any further appeal or recourse, that the

limitations of this subsection, “Class Action Waiver” are invalid or unenforceable as to a particular

claim or request for relief (such as a request for public injunctive relief), you and Fleek agree that that

particular claim or request for relief (and only that particular claim or request for relief) shall be

severed from the arbitration and shall be pursued in accordance with Section 24.5 (Exclusive Venue).

All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not

prevent you or Fleek from participating in a class-wide settlement of claims.

22.4 Informal Dispute Resolution. You and Fleek agree to try to resolve any

Dispute informally before resorting to arbitration. You and Fleek therefore agree that before either

party commences arbitration against the other (or initiates an action in small claims court if a party so

elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort

to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute

Resolution Conference”). If you are represented by counsel, your counsel may participate in the

conference, but you will also participate in the conference. The party initiating a Dispute must give

notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference

(“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an

extension is mutually agreed upon by the parties. Notice to Fleek that you intend to initiate an Informal

Dispute Resolution Conference should be sent by email to contact@jonfleek.com or regular mail to

our offices located at 2261 Market Street, #4612 San Francisco, California 94114. Notice to you will

be sent to the address or email address associated with your account or to your publicly available

address or email address if you do not have an account with us. The Notice must include: (1) your

name, telephone number, mailing address, e-mail address associated with your account (if you have

one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any;

and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be

individualized such that a separate conference must be held each time either party initiates a Dispute,

even if the same law firm or group of law firms represents multiple users in similar cases, unless all

parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute

Resolution Conference unless all parties agree. Engaging in the Informal Dispute Resolution

Conference is a condition precedent and requirement that must be fulfilled before commencing

arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties

engage in the Informal Dispute Resolution Conference process required by this section.

22.5 Arbitration Procedures. You and Fleek agree that this Arbitration

Agreement affects interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq.,

applies. If the Informal Dispute Resolution Process described above does not resolve satisfactorily

within sixty (60) days after receipt of your Notice, you and Fleek agree that either party shall have the

right to finally resolve the Dispute through binding arbitration. All arbitrations shall be conducted by the

American Arbitration Association ("AAA"). The AAA's rules are available on its website at www.adr.org

or by calling 1-800-778-7879. If you are a consumer, the AAA's Consumer Arbitration Rules then in

effect will apply. If you are using the Services as a business and your claims exceed $75,000, the

Commercial Arbitration Rules then in effect will apply. If there is a conflict between the AAA's rules

and this Arbitration Agreement, this Arbitration Agreement shall control. A party who wishes to initiate

arbitration must provide the other party with a request for arbitration (the “Request”). The Request

must include: (1) the name, telephone number, mailing address, e-mail address of the party seeking

arbitration and the account username (if applicable) as well as the email address associated with any

applicable account; (2) a statement of the legal claims being asserted and the factual bases of those

claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in

controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute

Resolution process as described above; and (5) evidence that the requesting party has paid any

necessary filing fees in connection with such arbitration. To initiate arbitration, you must send the

Request to contact@joinfleek.com and 2261 Market Street, #4612 San Francisco, California 94114

22.6 . If we initiate arbitration, we will send the Request to the address or email

address associated with your account or to your publicly available address or email address if you do

not have an account with us. Both parties must comply with the AAA's rules regarding initiation of

arbitration. Your responsibility to pay any AAA fees and costs will be solely as set forth in the

applicable AAA rules. The parties shall bear their own attorneys’ fees and costs in arbitration unless

the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was

frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal

Rule of Civil Procedure 11(b)). Unless you and Fleek otherwise agree, or the Batch Arbitration

process discussed below is triggered, the arbitration will be conducted in the county where you reside.

22.7 Batch Arbitration. To increase the efficiency of administration and resolution

of arbitrations, you and Fleek agree that in the event that there are one hundred (100) or more

individual Requests of a substantially similar nature filed against Fleek by or with the assistance of the

same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as

possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests

per batch (plus, to the extent there are less than 100 Requests left over after the batching described

above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch;

and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of

filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in

a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree

that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or

factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the

extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party

shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the

applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite

resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative

Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The

Administrative Arbitrator’s fees shall be paid by Fleek. You and Fleek agree to cooperate in good faith

with the AAA to implement the Batch Arbitration process including the payment of single filing and

administrative fees for batches of Requests, as well as any steps to minimize the time and costs of

arbitration, which may include: (1) the appointment of a discovery special master to assist the

arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the

arbitration proceedings.

22.8 Authority of Arbitrator. The arbitrator shall have exclusive authority to

resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation

or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity

of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1)

all Disputes arising out of or relating to the paragraph entitled “Class Action Waiver,” including any

claim that that same paragraph is unenforceable, illegal, void or voidable, or that it has been

breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as

expressly contemplated in the paragraph entitled “Batch Arbitration,” all Disputes about the payment

of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator;

(3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be

decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about

which version of the Arbitration Agreement applies shall be decided only by a court of competent

jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive

of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision

describing the essential findings and conclusions on which the award is based, including the

calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us.

Judgment on the arbitration award may be entered in any court having jurisdiction.

22.9 30-Day Right to Opt Out. You have the right to opt out of the provisions of

this Arbitration Agreement by sending written notice of your decision to opt out to:

contact@joinfleek.com, within thirty (30) days after first becoming subject to this Arbitration

Agreement. Your notice must include your name and address, the email address you used to set up

your account (if you have one), and an unequivocal statement that you want to opt out of this

Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement

will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other

arbitration agreements that you may currently have, or may enter in the future, with us. If the Dispute

is not covered by any arbitration agreement between you and us, it shall proceed in accordance with

Section 24.5 (Exclusive Venue).

22.10 Non-US Parties. If you reside or have your place of business outside of the

United States, nothing in this Agreement shall deprive you of any mandatory protection you have

under the law of the country where you live or access to the courts in that country.

22.11 Modification. Notwithstanding any provision in this Agreement to the

contrary, we agree that if Fleek makes any future material change to this Arbitration Agreement, you

may reject that change within thirty (30) days of such change becoming effective by writing Fleek at

the following address: contact@joinfleek.com.

23. THIRD-PARTY SERVICES.

23.1 Marketplace Exchange. The Services can be used to facilitate the purchase

and sale of items from other persons not affiliated with Fleek. All matters concerning the items and

services desired from a Seller, including but not limited to purchase terms, payment terms, warranties,

guarantees, maintenance and delivery, are solely between you and the Seller. Fleek makes no

warranties or representations whatsoever with regard to any items or services provided by Sellers.

You will not consider Fleek, nor will Fleek be construed as, a party to such transactions, whether or

not Fleek may have received some form of revenue or other remuneration in connection with the

transaction, nor will Fleek be liable for any costs or damages arising out of, either directly or indirectly,

you or any other person involved or related to the transaction.

23.2 Third-Party Websites, Applications and Ads. The Services may contain

links to third- party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and

advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party

Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the

Services and are subject to the terms and conditions (including privacy policies) of another website or

destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under

the control of Fleek. Fleek is not responsible for any Third-Party Websites, Third-Party Applications or

Third-Party Ads. Fleek provides these Third-Party Websites, Third-Party Applications and Third Party

Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any

representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or

any product or service provided in connection therewith. You use all links in Third-Party Websites,

Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, this

Agreement and our policies no longer govern. You should review applicable terms and policies,

including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications,

or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before

proceeding with any transaction with any third party.

23.3 App Stores. You acknowledge and agree that the availability of the

Applications and the Services is dependent on the third party from whom you received an Application

license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the

Agreement is between you and Fleek and not with the App Store. Fleek, not the App Store, is solely

responsible for the Services, including the Applications, the content thereof, maintenance, support

services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal

compliance or intellectual property infringement). In order to use the Applications, you must have

access to a wireless network, and you agree to pay all fees associated with such access. You also

agree to pay all fees (if any) charged by the App Store in connection with the Services, including the

Applications. You agree to comply with, and your license to use any Application is conditioned upon

your compliance with all terms of agreement imposed by the applicable App Store when using the

Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are

third-party beneficiaries of the Agreement and will have the right to enforce it.

23.4 Accessing and Downloading the Application from iTunes. The following

applies to any App Store Sourced Application accessed through or downloaded from the Apple App

Store:

(a) You acknowledge and agree that (i) the Agreement is concluded

between you and Fleek only, and not Apple, and (ii) Fleek, not Apple, is solely responsible for the App

Store Sourced Application and content thereof. Your use of the App Store Sourced Application must

comply with the App Store Terms of Service.

(b) You acknowledge that Apple has no obligation whatsoever to furnish

any maintenance and support services with respect to the App Store Sourced Application.

conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for

the App Store Sourced Application to you and to the maximum extent permitted by applicable law,

Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced

Application. As between Fleek and Apple, any other claims, losses, liabilities, damages, costs or

expenses attributable to any failure to conform to any warranty will be the sole responsibility of Fleek.

(d) You and Fleek acknowledge that, as between Fleek and Apple, Apple

is not responsible for addressing any claims you have or any claims of any third party relating to the

App Store Sourced Application or your possession and use of the App Store Sourced Application,

including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced

Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising

under consumer protection or similar legislation.

(e) You and Fleek acknowledge that, in the event of any third-party claim

that the App Store Sourced Application or your possession and use of that App Store Sourced

Application infringes that third party’s intellectual property rights, as between Fleek and Apple, Fleek,

not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any

such intellectual property infringement claim to the extent required by the Agreement.

(f) You and Fleek acknowledge and agree that Apple, and Apple’s

subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store

Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement,

Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as

related to your license of the App Store Sourced Application against you as a third-party beneficiary

thereof.

(g) Without limiting any other terms of the Agreement, you must comply

with all applicable third-party terms of agreement when using the App Store Sourced Application.

24. GENERAL PROVISIONS.

24.1 Electronic Communications. The communications between you and Fleek

may take place via electronic means, whether you visit the Services or send Fleek e-mails, or whether

Fleek posts notices on the Services or communicates with you via e-mail. For contractual purposes,

you (a) consent to receive communications from Fleek in an electronic form; and (b) agree that all

terms and conditions, agreements, notices, disclosures, and other communications that Fleek

provides to you electronically satisfy any legal requirement that such communications would satisfy if

it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to

the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

24.2 Assignment. The Agreement, and your rights and obligations hereunder,

may not be assigned, subcontracted, delegated or otherwise transferred by you without Fleek’s prior

written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the

foregoing will be null and void.

24.3 Force Majeure. Fleek shall not be liable for any delay or failure to perform

resulting from causes outside its reasonable control, including, but not limited to, acts of God, war,

terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or

shortages of transportation facilities, fuel, energy, labor or materials. If a force majeure event occurs

that affects Fleek’s performance of its obligations under the Agreement: (a) Fleek will contact you as

soon as reasonably possible to notify you; and (b) Fleek’s obligations under the Agreement will be

suspended and the time for Fleek’s performance of its obligations will be extended for the duration of

the force majeure event. You may terminate the Services or close your Account in accordance with

Section 20.3 (Termination of Services) if the Services are affected by a force majeure event.

24.4 Questions, Complaints, Claims. If you have any questions, complaints or

claims with respect to the Services, please contact us at: contact@joinfleek.com. We will do our best

to address your concerns. If you feel that your concerns have been addressed incompletely, we invite

you to let us know for further investigation.

24.5 Exclusive Venue. To the extent the parties are permitted under this

Agreement to initiate litigation in a court, both you and Fleek agree that, to the fullest extent permitted

by applicable law, all claims and disputes arising out of or relating to the Agreement will be litigated

exclusively in the state or federal courts located in San Francisco, California.

24.6 Governing Law and Jurisdiction.

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND

INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT

WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT

PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED

NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES

NOT APPLY TO THE AGREEMENT.

24.7 Choice of Language. It is the express wish of the parties that these Terms of

Service and all related documents have been drawn up in English. This Agreement, and any contract

between us, are only in the English language.

24.8 Notice. Where Fleek requires that you provide an e-mail address, you are

responsible for providing Fleek with your most current e-mail address. In the event that the last e-mail

address you provided to Fleek is not valid, or for any reason is not capable of delivering to you any

notices required or permitted by the Agreement, Fleek’s dispatch of the e-mail containing such notice

will nonetheless constitute effective notice. You may give notice to Fleek at the following address:

contact@joinfleek.com.

24.9 Waiver. Any waiver or failure to enforce any provision of the Agreement on

one occasion will not be deemed a waiver of any other provision or of such provision on any other

occasion.

24.10 Severability. If any portion of this Agreement is held invalid or

unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the

original intention of the parties, and the remaining portions shall remain in full force and effect.

24.11 Trade Controls. You must conduct your activities under this Agreement in

compliance with applicable laws and regulations pertaining to export controls and trade and economic

sanctions (collectively, “Trade Controls”), including those of the United States. In particular, but

without limitation, you may not: (1) directly or indirectly, export or reexport the Services (a) into any

country or territory that is the target of a comprehensive embargo by the United States government (a

“Sanctioned Country”), or (b) to an entity or individual (each a “person”) that is the target of

sanctions, including, without limitation, persons designated on the United States Department of the

Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons

List, or the U.S. Department of Commerce’s Entity List or Denied Person’s List (each a “Restricted

Party”); (2) directly or indirectly engage in transactions or dealings with Sanctioned Countries or

Restricted Parties, including the supply from, sale to, or payment from or to Sanctioned Countries or

Restricted Parties; or (3) otherwise violate applicable Trade Controls. By using the Services, you

represent and warrant that you are not located in a Sanctioned Country and you are not a Restricted

Party. You will promptly notify Fleek in the event that you become a Restricted Party. You understand

and acknowledge that Fleek has the right to terminate this Agreement with immediate effect in the

event that: (1) you become a Restricted Party; (2) you violate the terms of this clause; or (3) Fleek

determines in good faith that compliance with applicable Trade Controls precludes performance.

Termination under this clause shall be deemed a termination for just cause, relieving Fleek of any

obligation to provide further services under this Agreement.