1. ACCEPTANCE OF TERMS. This agreement is made between Apex Culture, LLC. (“Company”), the owner and operator of www.ApexCulture.co, and you, subject to the following Terms of Use and the terms stated in our Privacy Policy (collectively, the “Terms”). The Terms establish a legal agreement that governs your relationship with the Company, including your use of the Website, as well as any Services or Products (as defined below) provided by the Company. It is important that you carefully review the Terms before accessing the Website or using any of the Services or Products, as they create legally binding obligations. If you are accessing the Website on behalf of a company or other entity, you represent and warrant that you are authorized to bind such entity to the Terms. If you do not agree to the Terms, you may not access the Website. The Terms may be updated from time to time, with or without notice, and the latest version of the Terms will govern any future actions or omissions by you or the Company.

2. COMMUNICATIONS. By visiting the Website or sending emails to us, you agree to communicate with us electronically and consent to receiving communications from us in the same way. We may communicate with you through email or by posting notices on the Website. You acknowledge that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. Any materials or letters sent by you to Company, including comments, suggestions, criticisms, questions, or other similar content ("Received Materials"), may be considered by Company as non-confidential and free from any proprietary or personal rights. Company will not be obligated in any way regarding such Received Materials, and may reproduce, use, exhibit, display, disclose, transform, edit, abridge, create derivative works from, and/or distribute them without restriction or limitation. Additionally, Company is free to use any ideas, concepts, techniques, or know-how contained in any communication you send to Company for any purpose, including developing, manufacturing, and marketing products, without compensation or any other obligations to anyone, including you.

3. DESCRIPTION OF SERVICES AND PRODUCTS. The Website may offer a range of services to its users, collectively referred to as the “Services”. These Services may include sharing features, chat features, message boards, polls, and surveys, among others. In addition to the Services, the Website also sells apparel and other personal use items, referred to as “Products”. The term “Services” includes all functionality provided by the Website, including any support services, connectivity API’s, help desk system, and any new features that may be added. Company reserves the right to modify, suspend, or discontinue any of the Services or Products at any time, with or without notice, and shall not be held liable to you or any third party for any such changes. You are responsible for any taxes applicable to the use or sale of Services or Products, and such taxes may be added to the amount charged for any Services or Products purchased on the Website.

4. ACCESS TO THE WEBSITE. You are responsible for securing access to the Services, which may involve engaging with third parties, such as internet providers, and paying any associated fees.

5. LICENSE AND SITE ACCESS. Subject to the Terms, Company grants you a limited, non-exclusive, non-sublicensable, and non-transferable license to use the Website and Services. However, you are not allowed to download any part of the Website or use any of the Services for any purpose other than personal use. You are also prohibited from using any data mining, robots, or similar data gathering tools to exploit your access to the Services for commercial purposes. Additionally, you may not use any of the trademarks, logos, or other proprietary graphics without express written permission from Company. Company's logos, product names, and service names are trademarks of the Company. Any other trademarks appearing on the Website or in connection with the Products or Services belong to their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless expressly made. You may not attempt to modify, disassemble, decompile, reverse engineer, or otherwise access the software, related code, or any part of the Services. Finally, you may not use any of the Products to create any similar items that may compete with the sale of the Products.

6. YOUR ACCOUNT AND DATA.  It is your responsibility to keep your account information, including your login and password, confidential, and to prevent unauthorized access to your computer. You agree to take full responsibility for all activities that occur under your account or password. Company has the right, but not the obligation, to refuse service, terminate accounts, or edit or remove content at its sole discretion. You are solely responsible for ensuring the accuracy and currency of any data you enter into the Services under your user account. This includes information you provide in connection with any Service. The Website may contain community features that allow you to share content such as reviews, comments, posts, blogs, images, and other items. If you share any information with us via these features, you grant us a worldwide, unlimited, royalty-free, perpetual license to use and reference such information for any purpose.

7. LINKS. Company may offer links to other websites or resources on its website. However, as Company has no control over these external sites or resources, you acknowledge and agree that Company cannot be held responsible for their availability or content.

8. COPYRIGHT and TITLE. The Services and Products, along with all copyrights, trade secrets, and other proprietary rights, including any derivative work, belong solely to Company and are protected by United States and international copyright and trademark laws. Your use of the Services and Products does not confer ownership or any intellectual property rights related to them. The Terms do not constitute a sale of any rights in the Services or Products. You agree to comply with the provisions of the Privacy Policy regarding copyright.

9. WEBSITE WARRANTY. The Company guarantees that the Website and its related software do not violate any third-party intellectual property rights. The Company also agrees to protect and defend you against any legal claims brought by a third party that allege the Services infringe on their intellectual property rights.

10. PRODUCT WARRANTY. At the time of delivery to you, Company agrees that the Products will comply with the specifications posted on the Website and any express warranty made on the Website. However, Company is not responsible for any damage or loss caused by your use of the Products or Services, or for any damage or loss resulting from repeated use of the Products that causes damage or loss over time. Please note that in addition to this provision, there are other warranty disclaimers and provisions mentioned below.

11. DISCLAIMER OF WARRANTY. Except as explicitly stated in Sections 9 and 10 of this agreement, the Services, Products, and Website are provided on an "as is" and "as available" basis without any oral, written, statutory, express, or implied warranties, including but not limited to, warranties of performance, merchantability, or fitness for a particular purpose. Company does not guarantee the availability, accuracy, or truthfulness of the Products, Website, Services, or any information provided by or with respect to the Services, and you agree to hold Company harmless from any such claims. Company does not warrant or guarantee that all errors can be corrected, or that operation of the Website and/or delivery of the Services shall be uninterrupted or error-free. You acknowledge that any warranties made in the Terms are solely for your benefit. However, in some jurisdictions, the exclusion of implied warranties may not be permissible in its entirety.

12. LIMITATION ON LIABILITY. Company, its suppliers, shareholders, officers, employees, or agents shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including damages arising out of this Agreement or the use of or reliance upon the Services or Products, even if they have been advised of the possibility of such damages. In no event shall Company's total liability of any kind arising out of or related to this Agreement and use of the Services (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the amount of $250.00. The parties acknowledge that this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties further acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. Some jurisdictions may not allow the exclusion or limitation of consequential or incidental damages, so such limitations may not apply to you.

13. GOVERNING LAW, JURISDICTION, GDPR and CCPA. This Agreement shall be interpreted and governed by the laws of the State of California, excluding the United Nations Convention on the International Sales of Goods. Company is committed to complying with all relevant laws and regulations, which may entail collaborating with governmental authorities concerning information received from you. If we deem it necessary, in our sole discretion, to disclose information about you to law enforcement officials or in connection with a court proceeding, you hereby provide your consent to such disclosure. Furthermore, if we believe that a disclosure of such information is required to safeguard our property and rights, ensure public safety, or prevent potentially illegal or unethical conduct, we may disclose certain information, and you agree to such disclosure. If the GDPR and/or CCPA apply to Company, we comply with these laws. Our responsibilities regarding these laws are outlined in our Privacy Policy.

14. ENTIRE AGREEMENT; AMENDMENT. This agreement represents a binding contract between the parties and encompasses the entire understanding and agreement between them, whether oral or written, relating to the subject matter of this agreement. The terms set forth in this agreement represent the parties' final expression and constitute the complete and exclusive statement of the terms herein, replacing any prior or contemporaneous agreements, representations, communications, or understandings, whether written or oral. Any changes or modifications to this agreement must be made in writing and signed by both parties.

15. NON-WAIVER. Any waiver of a provision in the Terms shall not be considered a waiver of any other provision, even if they are similar. The waiver of any provision will not create an ongoing waiver. The failure to enforce a provision of the Terms will not be deemed a waiver of that provision or any other provision, and the right to enforce such provisions shall remain intact.

16. NO THIRD-PARTY BENEFICIARIES. The Terms do not grant any rights or remedies to any person other than the parties involved. However, in case of a dispute between a Service Requester and a Service Provider, these Terms will apply to both parties and shall be considered binding.

17. SEVERABILITY; BINDING EFFECT. In the event that any provision of the Terms is deemed invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of the Terms, and the remaining provisions of the Terms shall remain in full force and effect. The Terms are binding upon and shall inure to the benefit of the parties and their respective heirs, personal representatives, successors, and assigns.

18. FORCE MAJEURE. Company shall not be held liable for any delay or failure to perform any obligation under the Terms due to causes or conditions beyond its reasonable control. Such causes or conditions include, but are not limited to, acts of God, government restrictions, natural disasters, strikes, and other unforeseeable circumstances. In such cases, Company will be excused from the performance of its obligations and the time for its performance shall be extended for a period equal to the duration of the delay or the default.

19. INDEMNIFICATION. You agree to indemnify, defend and hold Company harmless from and against any and all costs, expenses, fees, judgments, rulings, allegations, governmental actions, or claims, including attorney fees, arising from (1) a third-party claim that your use of the Services, any community features, or any community content you provide infringes upon the intellectual property rights of any third party; (2) a third-party claim that your use of the Services, any community features, or any community content you provide constitutes libel, slander, or any other tort; or (3) a third-party claim related to your use of any Product.

20. LINKING POLICY. You are permitted to create a link to the Website, as long as it does not present Company or its Products or Services in a false, misleading, derogatory, or otherwise offensive manner. If Company requests the removal of the link, you must promptly comply and may not charge a fee for the removal. Failure to promptly remove the link may result in you being responsible for Company's attorney fees and court costs. You are not allowed to use any of Company's logos, trademarks, or other proprietary graphics as part of your link.

Miscellaneous: You represent and warrant to us that you have the necessary rights, power, and authority to agree to these Terms and fulfill your obligations under them. Your performance under this Agreement will not result in a breach of any other contract or obligation. If either party fails to exercise any right provided in this Agreement, such failure will not be deemed a waiver of any other rights hereunder. If any provision of this Agreement is found to be invalid or unenforceable, it will be limited or removed to the minimum extent necessary for the Agreement to remain in full force and effect. Any new features, changes, updates, or improvements to the Program will be subject to this Agreement, unless stated otherwise in writing. We reserve the right to modify this Agreement at any time, and we will notify you of any updates. You are responsible for reviewing this Agreement periodically and staying informed of any changes. By continuing to participate in the Program after any changes, you accept this Agreement, as amended.

22. PROMOTION LIMITATIONS. Product prices already include any applicable discounts unless otherwise stated. Offers are subject to availability and no rain checks are available. Offers are not valid on previous purchases, gift cards, gift certificates, taxes, shipping and processing charges, and may not be combined with other sales, promotions, discounts, codes, bundles, coupons, and/or offers. Sales tax is the responsibility of the consumer. Promotions have no cash value, cannot be sold or bartered, and may be void where prohibited, taxed, or restricted. If any portion of a purchase is returned, the offer or a discount equal to the offer will be forfeited. Apex Culture Rewards Points are promotional coupons and are not legal tender. Only one Apex Culture Rewards Points code may be used per order and can only be applied to a single order. Partially used or unused Apex Culture Rewards Points will not be refunded or credited. Apex Culture reserves the right to substitute a reward of equal or greater value and/or to void Apex Culture Rewards Points in its sole discretion, including in the event of cancellation or return of the qualifying purchase. Apex Culture Rewards Points are void if copied, transferred, sold, auctioned, exchanged or expired, and are good for a single use only. Unused amounts of Apex Culture Rewards Points are forfeited and no credits will be given. Apex Culture reserves the right to end or modify any promotion without notice, and offers only apply to the United States unless otherwise stated. Other restrictions may apply.