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

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

“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, AND () YOU HAVE THE

AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF OF ENTITY , AND TO BIND

THAT ENTITY TO THESE TERMS OF SERVICE. “YOU” REFERS TO YOU AS AN INDIVIDUAL AND

ANY LEGAL ENTITY. 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

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 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 of

Service available at the Website and within the Applications and any new Supplemental 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”). 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 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 Terms of

Service. We do not charge for the Message Service but you are responsible for all charges 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 copyright,

trademark, service mark or other proprietary rights notices incorporated in or accompanying 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.

12.6 FEES AND PAYMENT. Unless we have otherwise agreed with 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.

12.7 Payment. 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 byas described below. 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.

12.8 . Fleek third party payment service providers (each, a “Payment Processor”)

you must provide accurate and complete information, and you authorize us to share this information with

the Payment Processor. directly to and stored 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 Payment

Processor is terminated by the Payment Processor, you may not be able to use the Services, or you may

have your Account suspended or terminated. We may change or add other payment processing services

at any time upon notice to you, which may be subject to additional terms or conditions.

12.9 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.

Forpurposesofthissection,”SalesTax”shallmeananysalesorusetax,anyvalueadded 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. 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.

14. 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.

15. DISCLAIMER OF WARRANTIES AND CONDITIONS.

15.1 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.

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.

15.2 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.

15.3 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.

16. LIMITATION OF LIABILITY.

16.1 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; (c) UNAUTHORIZED ACCESS, USE OR ALTERATION

OF YOUR ACCOUNT, TRANSMISSIONS, 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, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT

LIABILITY OR ANY 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.

16.2 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.

16.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE

ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLEEK AND YOU.

17. 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

18. 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.

19. TERM AND TERMINATION.

19.1 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.

19.2 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.

19.3 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.

19.4 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.

19.5 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.

20. PLATFORM IS -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.

20.1 (APPLICABLE TO U.S. USERS ONLY). Please read the following arbitration agreement

in this section (“”) carefully. It requires U.S. Users to arbitrate disputes with Fleek and limits the manner in

which you can seek relief from us.

20.2 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.

21. THIRD-PARTY SERVICES.

21.1 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.

21.2 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.

21.3 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.

21.4 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.

22. GENERAL PROVISIONS.

22.1 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.

22.2 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.

22.3 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.

22.4 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.

22.5 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.

22.6 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.

22.7 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.

22.8 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.

22.9 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.

22.10 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.

22.11 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.