Terms Of Use

Revised: May 7, 2021Swee10, Inc. d/b/a Sweeten (“Sweeten,” “we,” “us,” or “our”) welcomes you. We’re really excited that you have decided to access and use our Platform and Services.

We provide our Services to Visitors and Users subject to the following Terms of Use, which may be updated by us from time to time without notice to you. These Terms of Use include terms regarding future changes to these Terms of Use, limitations of liability, and your waiver of class actions. By browsing the public areas or by accessing and using the Platform, you represent and warrant that you are at least eighteen (18) years old and able to legally agree to the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”), and you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. If you do not agree to any of these terms, then please do not use the Platform.

We provide Members access to our Platform subject to our Membership Agreement and our Privacy Policy.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

Description of Services

Sweeten helps Users find, match and reach out to the right architects, interior designers, and contractors for their Projects. We would like to point out, however, that although you are able to find information about Members and their services through our Platform, we are not a party to any transactions Users make with these Members (“Transactions”). Accordingly, as discussed in more detail below, we shall have no liability to any party in connection with such Transactions, and our Users and Members acknowledge that they are assuming the risks when using the Services to facilitate Transactions.

We provide Visitors and Users with access to the Platform as described in this Agreement.

Visitors. Visitors, as the term implies, are people who don’t register with us, but want to look around and see what the Services are all about. No login is required for Visitors. Visitors can (a) view all publicly-accessible content, and (b) e-mail us.

Users. Login is required for all User services. Users can do all the things that Visitors can do, and may also be able to: (a) post Projects for Members to review and potentially submit bids; (b) participate in our promotional offers and sweepstakes, (c) sign up for alerts and other notifications, and (e) post comments, pictures, and other content (collectively, “User Content”).

We are under no obligation to accept any individual as a User, and may accept or reject any registration in our sole and complete discretion.

Also, when using the Services, Users may consent to: (a) the use of their mobile device’s precise geolocation information to provide the Services while using the App; and (b) receive text messages (including text messages sent via an automatic telephone dialing system) by providing a phone number to Sweeten. You can opt-out of receiving text messages from Sweeten by replying to the text message and stating that you wish to opt-out or by emailing [email protected]. In either case, the Users consent to and shall pay all carrier data, messaging, and other fees resulting from their usage of the Services.

Rights and Terms for Apps.

Rights in App Granted by Sweeten. Subject to your compliance with this Agreement, Sweeten grants to you a limited, revocable, non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device, computer or other compatible hardware that you own or control and to run such copy of the App solely for your personal use of the Services in accordance with this Agreement. Except as expressly permitted in this Agreement, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third-party or otherwise use the App on a time sharing or service bureau basis; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Sweeten hereby reserves all rights in and to the App not expressly granted to you under this Agreement.

Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

• This Agreement is concluded between you and Sweeten, and not with the App Provider, and Sweeten (not the App Provider), is solely responsible for the App.
• The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
• In the event of any failure of the App to conform to any applicable warranty, the App Provider will have no warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sweeten.
• The App Provider is not responsible for addressing any claims you have or any claims of any third-party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• In the event of any third-party claim that the App or your possession and use of that App infringes that third-party’s intellectual property rights, Sweeten will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
• The App Provider, and its subsidiaries, are third-party beneficiaries of this Agreement as related to your license to the App, and that, upon your acceptance of this Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third-party beneficiary thereof.
• You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You must also comply with all applicable third-party terms of service when using the App.

Waiver and Release

Although Users are able to find information about, get connected to and communicate with Members through our Services, we are not a party to any Transaction a User makes with a Member.

Accordingly, we shall have no liability to any party in connection with such Transactions. We do recommend, however, that in connection with each Transaction, the User and Member reduce their agreement to writing. Any form agreements that we offer as a part of the Services to help facilitate any such Transactions are provided for your convenience and without any warranty of any kind, and you assume any and all liability in connection with choosing to use and/or using these form agreements. Sweeten does not offer legal representation, nor any legal advice, opinions, recommendations, or counseling.

In addition:

Although membership is by invitation only, we make no attempt to confirm, and do not confirm, any Member’s purported identity. You are solely responsible for determining the identity and suitability of Members whom you may contact by means of the Services.

Although we may ask Members for references, perform site visits, and review their work product, we make no representations, offer no assurances, and do not investigate any of our Members’ backgrounds, morality, character, actions, or demeanor, and you hereby acknowledge that you assume the risk of any encounter or interaction with such Members. We encourage all Users to communicate directly with potential Members through the tools available on the Services and to review their profile pages for feedback from other Users. You are solely responsible for all of your communications and interactions with Members on or off the Platform. You understand that we do not make any attempt to verify the statements of Members. You agree to take reasonable precautions in all communications and interactions with Members and with other persons with whom you communicate or interact as a result of your use of the Platform.

Although we reserve the right to do so, we typically do not verify information that Members submit to the Services.

We do not endorse any Member.

We make no, and hereby disclaim all, representations, warranties, claims, and assurances as to the Members’ products and services, including, without limitation, their quality, suitability, fitness for a particular purpose, compliance with laws, and pricing.

YOU, ON BEHALF OF YOURSELF AND YOUR HEIRS, NEXT OF KIN, SPOUSE, GUARDIANS, LEGAL REPRESENTATIVES, AGENTS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASING PARTIES”), AGREE THAT SUCH RELEASING PARTIES SHALL NOT HAVE ANY RIGHT OR CAUSE OF ACTION, AND HEREBY FULLY, FINALLY, AND FOREVER RELEASE, DISCHARGE, AND ACQUIT SWEETEN AND ITS PAST, CURRENT, AND FUTURE MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT ENTITIES, ATTORNEYS, PRINCIPALS, TRUSTEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, PREDECESSORS, SUCCESSORS, OPERATING PARTNERSHIPS, GENERAL PARTNERS, INSURERS, REINSURERS, AND ASSIGNS FROM ANY AND ALL CLAIMS, SUITS, OBLIGATIONS, COSTS, DAMAGES, LOSSES, CLAIMS FOR SUMS OF MONEY, CONTRACTS, CONTROVERSIES, AGREEMENTS, JUDGMENTS, AND DEMANDS WHATSOEVER, RIGHTS, LIABILITIES, ACTIONS, AND CAUSES OF ACTION OF ANY NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AT LAW OR IN EQUITY, FIXED OR CONTINGENT, WHICH SUCH RELEASING PARTIES NOW HAVE OR MAY CLAIM TO HAVE IN THE FUTURE (COLLECTIVELY, “CLAIMS”) ARISING OUT OF, BASED UPON, ATTRIBUTABLE TO, OR IN CONNECTION WITH YOUR INTERACTION WITH OTHER USERS AND MEMBERS AND ANY TRANSACTIONS YOU MAY ENTER.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING RELEASE AND DISCHARGE SHALL BE EFFECTIVE AS A BAR TO ALL CLAIMS OF WHATEVER CHARACTER, NATURE, AND KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, HEREINABOVE SPECIFIED TO BE SO BARRED. IN FURTHERANCE OF THIS INTENTION, THE RELEASING PARTIES EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS CONFERRED UPON THEM BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES AS FOLLOWS:

“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.”

Community Guidelines

Our community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Platform, you hereby agree to comply with these community rules and that:

You will not use the Platform for any unlawful purpose;

You will not post false or misleading Projects;

Other than listing Projects in accordance with this Agreement, you will not use the Platform to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme; You will not access or use the Platform to collect any market research for a competing business; You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:

• infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
• is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
• discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;

 

You will not “stalk” or otherwise harass another;

You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform;

You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;

You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;

You will not use any automated device or software that enables the submission of automatic postings on the Platform without human intervention or authorship, including, without limitation, the use of any such automated posting device in connection with bulk postings or for automatic submission of postings at certain times or intervals; and

You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.

Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of the Services, without notice and remove any User Content that does not adhere to these guidelines.

Restrictions

The Services are available for individuals aged 18 years or older. If you are under 18, please do not use the Platform. By registering as a User, you represent and warrant that you are at least 18 and able to legally agree to the terms and conditions contained in this Agreement.

Sign-in Name; Password; Unique Identifiers

During the registration process for Users, if you do not login through a social media account, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. Sweeten will not be liable for any loss or damage caused by any unauthorized use of your account.

Intellectual Property

The Platform contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Sweeten (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content, the Platform, and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Sweeten (“Sweeten Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Sweeten. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Sweeten Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Sweeten Trademarks inures to our benefit.

Elements of the Platform and the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

Communications to Us; User Submissions; And Publicity

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation to you.

As noted above, the Platform provides Users the ability to post and upload User Content. You expressly acknowledge and agree that once you submit your User Content, it will be accessible by others and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personal information that you may make publicly available. YOU, AND NOT SWEETEN, ARE ENTIRELY RESPONSIBLE FOR ALL THE USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.

You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby irrevocably grant us and our sublicensees and assignees a non-exclusive, transferable, perpetual, royalty-free, freely sublicensable (through multiple tiers) license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) any and all of your User Content, your Sign-In Name (or username if you sign in with a social media account), the picture associated with your account, and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, Sign-In Name/username, and associated picture permitted by the foregoing rights and licenses may include the display of such User Content, Sign-In Name/username, and associated picture adjacent to advertising and other material or content, including for profit.

If you submit User Content to us, each such submission constitutes a representation and warranty that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under this Section, and that it and its use by Sweeten and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our community guidelines.

No Warranties/Limitation of Liability

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE PLATFORM, THE CONTENTS OF THE SERVICES, THE MEMBERS, OR OTHER USERS. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE PLATFORM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE PLATFORM, THE CONTENT, AND THE SERVICES AT YOUR OWN RISK.

WE DO NOT WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, ITS SERVERS, OR THEIR CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE PLATFORM, THE CONTENT, OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

THE PLATFORM, THE CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE PLATFORM, THE CONTENT, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE PLATFORM. THE PLATFORM MAY CONTAIN INFORMATION ON MEMBERS WHO ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A MEMBER ON THE PLATFORM DOES NOT IMPLY THAT SUCH MEMBER IS OR WILL BE AVAILABLE TO WORK ON YOUR PROJECT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AT ANY TIME WITHOUT NOTICE.

Third-Party Products and Content

We may provide, or the Platform may contain, links to third-party websites, services, or resources (“External Services”) that are beyond our control. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Services. The External Services (including, without limitation, any content of such External Services) is developed and provided by others. You should contact the administrator or webmaster for those External Services if you have any concerns regarding such links or any content located on such External Services. We are not responsible for the content of any linked External Services or any products offered through any linked External Services and do not make any representations regarding the third‑party content or third-party products on such External Services, and you hereby waive any claim you might have against us with respect to such. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Services, you do so at your own risk, and you agree that Sweeten is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.

In order to use the payment functionality of Sweeten’s application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize Sweeten to collect and share with Dwolla your personal information including full name, 2024 email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through Sweeten’s application, and Dwolla account notifications will be sent by Sweeten, not Dwolla. Sweeten will provide customer support for your Dwolla account activity, and can be reached at Sweeten.com, [email protected] and/or (888) 996-0416.

Indemnification

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or any of your Transactions or your access to, use, or misuse of the Platform, the Content, or the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Compliance with Applicable Laws

The Platform is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, the Services, or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Termination of the Agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to the Platform and to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

Digital Millennium Copyright Act

Sweeten respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any notification of claimed infringement, which may be given under that Act is as follows:

If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Payment of Members

Payments made to Members via the Platform are processed by third-party vendors and transferred directly to the Member’s payment account, less any associated service and processing fees (e.g., credit card fees). You are solely responsible for collecting and/or paying any and all fees, including taxes, service fees, and processing fees, associated with your use of the Service and any and all Transactions you enter into.

Supplemental Terms

Some of the Services we offer are also governed by supplemental terms. If you use any of those Services, supplemental terms will be made available and will become part of our agreement with you. To the extent any terms and conditions contained in such supplemental terms conflict with these Terms of Use, the supplemental terms will govern to the extent of the conflict.

Miscellaneous

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Services shall be deemed passive do not give rise to personal jurisdiction over Sweeten, either specific or general, in jurisdictions other than New York. You and Sweeten agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class or representative action. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Waiver and Release,” “Intellectual Property,” “Communications to Us; User Submissions; and Publicity,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.