This Fulfill Engine Platform Agreement (this “Agreement”) is a binding contract between you or the company you represent (“Customer,” “You,” or “Your”) and Stahls’ Fulfill Engine, LLC (“SFE,” “We,” or “Us”). This Agreement governs Your access to and use of the applications, software, products, APIs, and services made available by SFE and as further described at fulfillengine.com and all subdomains thereof (“the Platform”). This Agreement incorporates by reference the terms of SFE’s Privacy Policy found at https://fulfillengine.com/pages/privacy-policy-1 (“Privacy Policy”).

 

PLEASE READ CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT ACCESS THIS PLATFORM. BY CLICKING “I AGREE” AFTER READING THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS.

 

IN ADDITION, WHEN USING A PARTICULAR SERVICE AND/OR ACCESSING CERTAIN MATERIALS ON OR THROUGH THE PLATFORM, YOU SHALL BE SUBJECT TO ANY POSTED TERMS OR RULES APPLICABLE TO SUCH SERVICES OR MATERIALS, WHICH ARE IN ADDITION TO THIS AGREEMENT.  ALL SUCH TERMS OR RULES ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT, AND IF YOU DO NOT AGREE WITH THEM YOU SHOULD NOT USE THE SERVICE AND/OR MATERIALS.

 

 1.    Materials and Services.  Through the Platform, SFE may make available to You: (a) certain content, products, materials, design(s), artwork, data and documentation contained or displayed in or made available through the Platform (collectively, “Materials”); and (b) various services operated by SFE, such as design, decoration, printing, shipping, and fulfillment (collectively, “Services”). Where the Services include the production of certain physical goods, such as apparel, those physical goods are considered “Products”.

2.     License.  Subject to the terms and conditions of this Agreement, and upon SFE's receipt of the applicable fees that are then due for the Platform, SFE hereby grants You the following licenses: (a) a limited, non-exclusive, non-transferable license, without right of sublicense, to access and use the Platform and any Materials during the applicable subscription term and solely for Your business purposes; and (b) a limited, non-exclusive, non-transferable license, without right of sublicense, to internally use copies of the most current version of any SFE-developed documentation which formally describes the details of the Platform (“Documentation”) solely in connection with Your use of the Platform and Materials pursuant to this Agreement.  References in this Agreement to Platform or Materials include all related Documentation and the restrictions on use of the Platform and Materials apply to the Documentation.

3.     Your Content.  By using the Platform or Services and/or posting Your Content, You grant SFE a non-exclusive, transferable, sublicensable, royalty-free, perpetual and worldwide license to use, store, display, edit, reproduce, save, modify, create derivative works, perform and distribute Your Content solely for the purpose of (i) operating, providing, and supporting the Platform and providing the Services and producing the Product, and (ii) developing and improving the quality of the Platform and Services. You agree and represent that You have the rights to grant this license to SFE. “Your Content” means text, pictures, files, templates, fonts, logos, metadata and other content uploaded by You into the Platform.

4.     Restrictions; Removal. 

4.1          You shall not:  (a) remove or destroy any proprietary rights marks or legends on or in the Platform or Materials; (b) modify, enhance, adapt, translate, or create derivative works of the Platform or Materials; (c) republish, post, transmit, transfer, distribute, assign, sublicense, rent, lease or sell the Platform or Materials; (d) decompile, disassemble or reverse engineer the Platform or Materials; (e) reproduce or make copies of the Platform or Materials; (f) “frame” or “mirror” the Platform or Materials on any other server or Internet-based device; (g) benchmarking, analysis, or comparison of SFE’s products, pricing, or data against any third party, competitor, or other vendor;  (h) access, view, download, print, use and/or display the Platform or Materials for any commercial or other money-making purpose, unless otherwise expressly provided herein; and/or (i) any use that could be reasonably construed as adverse to SFE’s business interests..  You acknowledge that certain elements of the Platform and Materials are, or may in the future be, licensed to SFE by third parties and that the availability of such elements may cease automatically, without notice or liability on the part of SFE.

4.2          The Platform may provide You with the ability to do certain mapping or rendering of Your Content or create other derivatives, modifications, or enhancements of Your Content (“Derivatives”). Any Derivatives created by You, and any Materials accessed by You, may only be used in connection with purchasing Services and Products from SFE and not for any other purpose. Without limiting the generality of the foregoing, You shall not, and shall not permit any third party to: (a) use the Derivatives or any Materials, or any data derived therefrom, to facilitate, support, or execute transactions not processed through SFE; (b) aggregate, mine, scrape, or otherwise analyze data obtained from the use of the Platform or the Materials or Derivatives for purposes unrelated to the Services provided by SFE; (c) use the Derivatives, Materials, or any other data obtained from the use of the Platform to train, fine-tune, or otherwise develop any machine learning models, artificial intelligence system, or automated decision making tools; or (d) use the Derivatives, Materials, or any other data obtained from the use of the Platform to develop, enhance, or support any product or service that competes, directly or indirectly, with SFE’s products and offerings, or the products or offerings of its affiliates, subsidiaries, or other related companies.

5.     Compensation.  Access to the Platform and provision of the Services will be at SFE’s then current standard rates, unless otherwise agreed in writing by Customer and SFE.  Additionally, in certain circumstances SFE and Customer may enter into an Addendum to this Agreement that sets forth the commercial terms under which Customer will access the Platform and order the Services.  When Customer or its end customers (each, an “End Customer”) places an order for Products or Services (each, an “Order”), payment for the Products or Services will be due and payable at the time the Order is placed. Customer hereby authorizes SFE to charge Customer using the billing information contained in the Customer Account. Any amount not paid when due will be subject to finance charges equal to the lesser of (a) one percent (1%) per month, or (b) the highest lawful rate allowed by law, as determined by SFE.  Customer will reimburse any costs or expenses (including but not limited to reasonable attorneys’ fees) incurred by SFE to collect any undisputed amounts that are not paid when due.  In addition to all other rights that SFE may have under the law or at equity, in the event that Customer fails to pay any undisputed amounts to SFE when due, SFE will have the right to suspend access to the Platform and provision of the Services.

6.     Printing, Shipment, and Delivery.  Upon receipt of an Order for Products, SFE will facilitate the production and shipping of the Products to You or the End Customer, as requested in the Order. Orders that include more than one category of Products may be produced at different print facilities (such as due to capabilities, capacity and delivery address) and may, therefore, be delivered separately. SFE will use all reasonable efforts to ensure that the Products are delivered within the estimated timeframe but shall not have any liability towards You or the End Customer if the Products are delivered later. The Products will be sent using the shipping method selected at the time the Order is placed. The Products will be deemed delivered and title and risk of loss transferred to You upon delivery of the Products to any common carrier.

7.     Product Defects.  You acknowledge that the Products, when printed, may vary from Your Content as displayed on-screen, such as due to how computers display colors. Such deviation between Your Content on-screen and physical Products that are not due to printing errors shall not be deemed a defect.  If there are defects discovered, such as damage to the delivered Products, errors in the number or quantity of the delivered Products or lack of quality of the delivered Product not caused by lack of quality of Your Content, You should provide SFE with photographic or other documentary evidence of the existence of a defective Product. If We have not received from You a complaint in writing within 30 days after receipt, We shall have no liability for any defect.  If We agree, or You can substantiate, that there is a defect and that it is not due to the carrier, force majeure or other circumstances outside Our control, then We will reproduce the order to the extent required to remedy the defect.  The foregoing states Your sole and exclusive remedy, and SFE’s sole and exclusive liability, for any defective Product.

8.     Amendments to Agreement and Privacy Policy.  SFE reserves the right to change the terms and conditions of this Agreement, the Privacy Policy and/or any of its other policies relating to the Platform, at any time in its sole discretion.  SFE shall notify You of such changes by posting the changes on the Platform.  You are responsible for regularly reviewing the Platform and this Agreement regarding such changes. Continued use of the Platform and any associated Services after any such changes have been posted shall constitute Your agreement to them.

9.     Registration and Passwords.

9.1          To access and use the Platform, You will be asked to create an account for You or Your organization (a “Customer Account”). To open Customer Account, You must complete the registration process, including providing SFE with current, complete and accurate information as requested by SFE or as directed through the Platform. Should SFE suspect that such information is untrue, inaccurate, not current or incomplete at any time, SFE has the right to suspend or terminate Your usage of the Platform. SFE is entitled to rely on the information You provide, and You will be responsible for updating this information to maintain it as current.

9.2          You may also be required to provide payment or billing information, and Your access to the Platform will be limited until such payment or billing information is verified.  To access and use the Platform, You may be asked to establish a subscription. Access to specific Services or Materials may be restricted to an additional subscription. A particular subscription level may be offered under particular terms and conditions applicable for the subscription, including with respect to fees, scope, and functionality ("Subscription Specific Terms"). Such Subscription Specific Terms will be communicated to You prior to Your subscription. The term of a subscription may be monthly, annual or perpetual, as set out in the Subscription Specific Terms. The term is binding. You may cancel any subscription with 30 days' notice before the end of the term, or as otherwise specified in the Subscription Specific Terms. Unless cancelled before such time, the subscription is automatically renewed for another term.
We may at any time change or discontinue features available for a subscription level. We may also at any time with 30 days' written notice (including by e-mail) discontinue a subscription level, and if so, You will be placed at the lower subscription level, on the terms and conditions that apply to such lower subscription level. If We learn that You are using the Services in a manner which corresponds to a higher subscription level than the one You are subscribing to, We may upgrade You to the higher subscription level and charge You for the price plan applicable for such higher subscription level or terminate Your subscription with immediate effect.

9.3          Once You have become an authenticated user, You will choose one or more personal, non-transferable passwords. You are and will be responsible for maintaining the confidentiality of that password, for all activities conducted on and with the Platform that make use of that password, and for any charges or fees incurred by the use of that password, including any use You may subsequently contend was not unauthorized by You.

10.     Account Information and Data.

10.1       SFE does not own any personal data or information that You submit to be used by SFE to provide any Service (“Data”), unless SFE specifically tells You otherwise before You submit it.  However, You acknowledge and agree that various individuals and entities may have overlapping rights in and to Your Data.  As such, SFE has and shall retain all rights, title and interests, including all intellectual property rights, in and to all Data and related databases residing on SFE’s servers, including all of Your Data which is stored in a form that is not identifiable as Yours.  SFE may use and disclose Your Data in accordance with the Privacy Policy, referenced above.

10.2       SFE will not monitor, edit, or disclose any personally identifiable information regarding You or Your account, including any Data, without Your prior permission except in accordance with this Agreement and the Privacy Policy.  Please be aware that SFE does provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include personal information identifiable as Yours. SFE may access Your account, including its Data, to respond to Service or technical problems or as stated in this Agreement.

10.3     You, not SFE, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and SFE shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data, or for any actions or omissions which SFE takes in reliance upon Your Data.

10.4       Notwithstanding anything to the contrary, SFE shall have the right (a) to share your Data with any subcontractor in connection with SFE’s fulfillment of its obligations under this Agreement, (b) collect and analyze Your Data relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Company will be free (during and after the term hereof) to (i) use such information and data to improve, train, retrain, and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other SFE offerings, and (ii) disclose such data in aggregate form in connection with its business, and (c) to share Data with partners and suppliers that offer rebates or other incentives to certain customers based on volume of purchases, such Data consisting of your general identity and location, contact information, aggregated ordering and purchasing information by product types, and other information required by the supplier in order to validate any rebate or incentive earned.

11.     Ownership.  SFE, its parent, affiliates, suppliers and licensors retain all rights, title, and interest, including all Intellectual Property Rights, in and to the Platform, Materials, Documentation, and Services. “Intellectual Property Rights” means any proprietary rights, on a world-wide basis, provided under: (a) patent law; (b) copyright law; (c) trademark law (including goodwill); (d) industrial design law; (e) any other statutory provision or common law principle applicable to this Agreement (including trade secret law), which may provide a right in any intellectual property or the expression or use of any intellectual property; and (f) any and all applications, registrations, licenses, and agreements in relation to any of the foregoing. Except for the express licenses granted to You herein, You neither have nor acquire any rights, title or interests in or to the Platform, Services, Documentation, or Materials, or any element thereof. If You or Your authorized users send or transmit any communications to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality, or any comments, questions, suggestions, or the like (“Feedback”), We may use such Feedback and will treat as non-confidential. You assign all rights, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, or other intellectual property rights contained in the Feedback.

12.     Marks and Logos.  The names, marks, symbols and logos of SFE used on the Platform are trademarks of SFE or other third parties (the “Marks”).  SFE grants You no license, permission or authorization to reproduce or use any Marks, whether owned by SFE or a third party. You agree not to display, copy, redistribute or use any Marks in any manner for any reason without SFE’s prior express written consent.

13.     Non-SFE Service; Third Party Applications; and SFE APIs.

13.1       Notwithstanding anything to the contrary in this Agreement, if You enable, access, or otherwise use or purchase any Non-SFE Services, Your access and use of such Non-SFE Services shall be governed solely by the terms and conditions of such Non-SFE Services. SFE does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non-SFE Services. SFE cannot guarantee the continued availability of such Non-SFE Service features and may cease enabling access to them without entitling You to any refund, credit, or other compensation. You irrevocably waive any claim against SFE with respect to such Non-SFE Services. “Non-SFE Servies” means third party products, applications, APIs, services (and related deliverables) which the Platform links to, integrates with, or which You may connect to or with, or enable via the Platform, or that are otherwise made available to You by third parties in connection with Your use of the Platform.

13.2       You may access the Platform to fulfill Orders of Your End Customers that are placed on Your website, application, or other online interface, including e-commerce platforms (“Your Application”).  In order to facilitate Your use of the Platform with Your Application, SFE may provide access to application programming interfaces owned or licensed by SFE (“SFE APIs”).  The SFE API may be used solely for the purpose of enabling the exchange of information between Your Application and the Platform to effectuate a transaction between You and SFE. Your Application shall not represent a risk to the operation of the Platform. You must protect Your Application against unauthorized access and external threats (such as viruses malware, bots, crawlers, and other malicious files or programs).  You agree to promptly and no later than 48 hours after becoming aware of it, notify SFE, of any security breach related to Your Application that imposes or is likely to impose a risk of unauthorized access or alteration of the data received through the Platform. If You have established Your Application on a platform provided by a third party, the rights and obligations between You and the provider of the platform is exclusively by the terms and conditions between You and the platform provider and We have no responsibilities or liabilities in connection with Your use of such platform.
 

14.     Your Additional Responsibilities.  You are solely responsible for any and all activities that occur under Your account including inputting, maintaining, and managing accurate information and ensuring that You exit or log-off from Your account at the end of each session of use. You shall notify SFE immediately of any unauthorized use of Your password or account or any other breach of security that is known or suspected by You. SFE shall not be responsible for any unauthorized access to, or alteration of, Your transmissions or Data, any material, information or data sent or received, regardless of whether the data is actually received by SFE, or any transactions entered into through the Service or failure to abide by this Agreement.

15.     Compliance with Laws; Prohibited Activities.  You agree to abide by all applicable local, state, and federal laws, regulations, statutes, rules and ordinances, in connection with Your use of the Platform.  Without limiting the foregoing, You shall not use the Platform to: (a) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses; (c) transmit or post unlawful, harassing, bigoted, racist, hateful, libelous, abusive, tortious, defamatory, threatening, harmful, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit or post any material that may infringe the intellectual property rights or other rights of third parties, including trademark, trade secret, copyright or right of publicity; (e) transmit or post any material that contains software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs and cancelbots; (f) interfere with or disrupt servers or networks connected to the Platform or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Platform or computer systems or networks connected to the Platform through password mining or any other means; (h) harass or interfere with another user’s use and enjoyment of the Platform; or (i) transmit or post, or promote the transmission or posting of, an illegal or unauthorized copy of another person’s work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devises, or providing pirated content or links to pirated content files.  In addition, You agree not to use any device, software, or routine, including but not limited to any viruses, worms, time bombs, to interfere or attempt to interfere with the proper working of the Platform or any Service, or to intercept any system, data or personal information from the Platform, nor will You take any action that imposes an unreasonable or disproportionately large load on the Platform’s infrastructure.

16.     Confidentiality. Each party agrees that any non-public data, information and other materials regarding the products, services or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided to the other party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary shall be deemed the “Confidential Information” of the other Party. Without limiting the foregoing, the Platform and Materials, and any performance data, benchmark results, and technical information relating thereto, shall be deemed the Confidential Information of SFE. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or (iv) is approved for release by written authorization of the Disclosing Party. Each party (the “Receiving Party”) agrees to keep the Confidential Information of the other party (the “Disclosing Party”) in confidence and not to use such Confidential Information except in performing hereunder.

17.     Indemnification.  You shall indemnify, defend and hold SFE, its licensors and information providers, and each such party’s parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, actions, proceedings, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with Your: (a) access to and/or use of the Platform; (b) Your Content, Data and other information provided to SFE; (c) breach of this Agreement; and/or (d) violation of any applicable law or right of a third party.

18.     DISCLAIMER OF WARRANTIES

18.1       THE PLATFORM, SERVICES AND MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE.  WITHOUT LIMITING THE FOREGOING, NEITHER SFE, ITS LICENSORS NOR ANY CONTENT PROVIDERS MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM, MATERIALS OR SERVICES, OR THAT THE USE OF THE PLATFORM, MATERIALS, OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA.

18.2       ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SFE, ITS LICENSORS AND CONTENT PROVIDERS.  Some jurisdictions do not allow the exclusion of implied warranties such that the above exclusion may not apply to You.  This warranty gives You specific legal rights, and You may also have other rights that vary from jurisdiction to jurisdiction.

19.     LIMITATION OF LIABILITY AND ACTIONS.  REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, IN NO EVENT SHALL SFE, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, OR ITS LICENSORS OR CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE TO YOU IN CONNECTION WITH THE PLATFORM, OR YOUR USE THEREOF, FOR ANY: (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THEY ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOST EXPECTANCY, BUSINESS INTERRUPTIONS AND/OR BENEFIT OF THE BARGAIN DAMAGES; AND/OR (C) DIRECT DAMAGES IN AN AMOUNT GREATER THAN FIVE THOUSAND DOLLARS ($5,000 USD).  ANY CLAIM RELATED TO THE PLATFORM MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE YOU KNEW, OR REASONABLY SHOULD HAVE KNOWN, OF THE EXISTENCE OF SUCH CLAIM AGAINST SFE.

20.     Export. 

20.1       Your use of the Platform is subject to export controls administered by the United States.  Customer agrees to comply with all U.S. export and re-export control laws and regulations and the U.S. economic sanctions, including the Export Administration Regulations administered by the U.S. Department of Commerce, the laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations administered by the U.S. Department of State, and not cause SFE to violate the same.  You agreement that You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of the Platform, software, or technology received by SFE under this Agreement to or for use in or by any country (such as Cuba, Iran, North Korea, Sudan, or Syria), entity, or person subject to restrictions under the laws or regulations or any jurisdiction. 

21.     Term, Suspension, and Termination.

21.1       This Agreement, and Your right to access and use the Platform, are effective until terminated by either You or SFE.  You may terminate this Agreement at any time by discontinuing use of the Platform and destroying all Materials obtained from or through the Platform, and all related Documentation and all copies and installations thereof, whether made under this Agreement or otherwise.  Notwithstanding the foregoing, if You subscribe to a Service, SFE may only terminate this Agreement and Your access to and use of the Platform pursuant to Section 21.2 below.

21.2       SFE reserves the right, in its sole discretion, to monitor usage, impose additional usage restrictions, throttle or limit access, or suspend Your access to the Services, Non-SFE Services, or SFE APIs, in whole or in part, with or without prior notice, to the extent SFE determines such action is reasonably necessary to prevent misuse, protect other users, or safeguard the stability and security of the Service. Any suspension or limitation imposed under this Section shall not relieve You of Your payment obligations under this Agreement.

21.3       This Agreement, and Your access to and use of the Platform, may be terminated by SFE immediately without notice to You if in SFE’s sole discretion You fail to timely pay SFE for a Service or comply with any term or provision of this Agreement.  Upon termination, (a) you remain obligated to pay for all Services ordered through the date of termination, and to the extent you have subscribed to a Service, you remain obligated to pay the fees for such subscription through the entirety of the applicable subscription term, and (b) You must destroy all Materials obtained from or through the Platform, and all related Documentation and all copies and installations thereof, whether made under this Agreement or otherwise.

21.4       Subject to the terms of this Agreement, all provisions of This Agreement relating to ownership, limitations of liability, confidentiality, indemnification and other provisions which by their nature survive termination of this Agreement shall survive termination of this Agreement.

22.     Subcontracting. We may subcontract any parts of our rights or obligations under this Agreement, such as to printers, fulfilment partners, and distributors. We may assign our rights and obligations, or any parts thereof, to any affiliate or third party. You shall not (in each case, without our prior written consent, not to be unreasonably withheld): (i) transfer, assign, sublicense, subcontract (including by way of merger, asset sale, stock sale, or other reorganization) this Agreement, or (ii) allow the Services or any of our Materials to become the subject of any charge, lien or encumbrance.

23.     Force Majeure.  Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Events”):  (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; and (h) epidemics or pandemics.  The Impacted Party shall give notice within two (2) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

24.     Michigan Law and Jurisdiction.  In order to ensure consistency in the interpretation and enforcement of this Agreement and SFE’s rights in the Platform, this Agreement will be governed exclusively by Michigan law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction.  You expressly agree that any litigation arising between You and SFE related, in any way, to the Platform or this Agreement, an any and all disputes, actions, claims, or causes of action related thereto, shall be initiated and maintained only in the County of Macomb, Michigan, or the U.S. District Court for the Eastern District of Michigan, Southern Division.  You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts.

25.     Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be modified to the extent necessary to be valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect.

26.     Waiver.  The failure of SFE to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SFE in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy.  In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement.

27.     Relationship.  The relationship between You and SFE is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between You and SFE as a result of this Agreement or Your access to the Platform.  Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document.