Last updated: JUNE 8TH 2026
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 TERMS OF SERVICE ON BEHALF OF SUCH ENTITY OR ORGANIZATION, AND TO BIND THAT 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 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.
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.
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.
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.
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.
5.1 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.
6.1 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.
7.1 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.
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.
The Services may not be used to solicit for any other business, website or services.
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.
11.1 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.
12.1 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.
13.1 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. Fleek facilitates sales between Buyers and Sellers through hosting the Services and by providing 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 agree to provide accurate and complete information in order for Fleek or Payment Processor to receive, process, and disburse payments made through the Services.
By accepting these Terms, each Seller formally appoints Fleek as its commercial agent for the purposes of facilitating the sale of items through the Services.
The Seller authorises Fleek, acting as agent on the Seller’s behalf, to negotiate and conclude contracts of sale with Buyers through the Services, including to accept Buyer orders in accordance with the Seller’s listings and any applicable parameters set by the Seller.
The Seller further agrees that sales concluded through the Services by Fleek in its capacity as agent shall be legally binding on the Seller and give rise to contractual obligations between the Seller and the relevant Buyer.
Fleek acts solely as agent and not as principal to any sale and does not itself sell items to Buyers.
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.
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.
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.
16.1 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. (c) THE SERVICES MAY BE SUBJECT TO DELAYS, 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.
17.1 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.
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.
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
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.
20.1 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.
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.
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@joinfleek.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.
23.1 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. (c) In the event of any failure of the App Store Sourced Application to 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.
24.1 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.