Welcome to the Terms of Use for SunFlare Brands Company. This agreement (the “Agreement”) between SunFlare Brands Company, a Nebraska limited liability company registered agent at 1941 S. 42nd Street, #133, Omaha, Nebraska 68105, (Herein after referred to as “We”, “us” or “Company”) and you (“you”, “your” or “user(s)”), a user of the Platform (“Customer”).

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The Company offers Users access to an online marketplace platform for candles and other proprietary products, through SunFlarecandles.com, its affiliate websites (the “Site”) and related mobile apps (the “Apps”)(hereinafter collectively referred to as the “Platform”), that connects Customers to candle products and other products (the “Products” and “Services”). Through the Platform, users will be able to facilitate any form of permitted transaction, as may be determined by the Company in its sole, absolute and unfettered discretion. Such transactions may include, without limitation, the defined below (herein after referred to as a “Transaction(s)”).

The Platform enables, amongst other things:

• The Company to publish information about its products and services for sale as may be otherwise permitted in contemplation of entering into a Transaction with a Customer;

• Customers to search for and purchase; products and services from the Company and engage in such Transactions as may be otherwise permitted from time to time; and

• Any other individual or entity that registers an Account and/or utilizes or accesses the Platform with or without an Account to view and interact with same.

Without limitation, The Company Services connect users through a “Message Center.” By using the Company Message Center, Users can share documentation and arrange Transactions through:

• traditional-style online marketplace interactions (where the Company sells candles and other proprietary products and other Services for sale that Customers may select to purchase via the platform, may submit requests as applicable, for prescribed Transaction terms); or

BY REGISTERING AN ACCOUNT AND USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT IN THE BUSINESS OF ENTERTAINMENT WHATSOEVER. THE COMPANY ONLY PROVIDES THE PLATFORM FOR THE COMPANY, AND CUSTOMERS TO FACILITATE A CONNECTION AND, IF DESIREABLE, NEGOTIATE AND AGREE TO THE GENERAL TERMS RELATED TO A TRANSACTION WITH ANY SUCH MEETING, CONVERSATIONS, ACTIONS AND TRANSACTION RELATED THERETO SUBJECT TO THESE TERMS. NOTWITHSTANDING ANYTHING ELSE HEREIN CONTAINED, THE VENDOR AND CUSTOMER ACKNOWLEDGE AND AGREE THAT:

(1) THE COMPANY MERELY PROVIDES THE SERVICES TO INTRODUCE, CONNECT AND FACILITATE PAYMENT BETWEEN THE COMPANY AND CUSTOMERS FOR ANY TRANSACTION PERMITTED THROUGH THE PLATFORM FROM TIME TO TIME;

(2) THE ACT OF PROVIDING CUSTOMER SERVICE AND/OR TECHNICAL SUPPORT TO USERS OF THE PLATFORM TO, WITHOUT LIMITATION, CONNECT OR FACILITATE A TRANSACTION RELATES TO THE SERVICES ALONE;

(3) THE COMPANY HAS NO CONTROL OVER, AND IS NOT LIABLE FOR, THE CONDUCT OF ANY OTHER USERS OF THE SERVICE, OR ANY THIRD-PARTY PROVIDERS OF RELATED GOODS OR SERVICES RETAINED BY USERS INCLUDING, WITHOUT LIMITATION, VENDORS, CUSTOMERS, PURCHASERS, CARRIERS, DELIVERY PERSONNEL, MANUFACTURERS AND ANY OTHER THIRD-PARTY SERVICE PROVIDERS RETAINED BY ANY USERS.

This Agreement shall apply to all services rendered by the Company through the Platform. By registering an Account on the Platform you enter into a binding agreement with Company on the terms and conditions set out herein. If the user does not accept the Agreement or is not willing to be bound by (or cannot comply with) it, they may not register an account or use the Services and Platform offered under this Agreement.

 

PLEASE READ THESE TERMS CAREFULLY, as they contain important information about the Platform as well as payments and charges that the user may be billed for. The terms also contain details on the management of future changes to the Agreement, automatic renewals, limitations of liability, information about privacy protection and the right to withdraw.

By clicking “I agree”, accessing, or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Terms of Use or the Privacy Policy and may notify you when we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS. If you do not agree to the Terms of Use or the Privacy Policy please cease using our Platform immediately.

 

General Requirements

1.User Eligibility

 

You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with these terms. You are representing and warranting that:

you are of 18 years of age or older;

you do not already have an account;

you will abide at all times by these Terms of Use and any other agreements between you and the Company regarding your use of the Platform;

If the Company determines that you do not meet the eligibility requirements of this section, then you are not authorized to use the Platform. The Company also reserves the right to take corrective actions, as appropriate, including but not limited to immediately suspending or terminating the User’s account where the User has violated this provision.

• User Information and Accounts

• Permitted Users

• Access and License Granted to You

• The Platform

• Order Acceptance

• Cancellation and Warranty Claims

• Shipping

• Conduct

• User Content Guidelines

• Intellectual Property Rights

• Platform Availability

• Modification of Platform

• Payments by Customer

• Transaction Fees

• Processing of personal data

• Termination by the parties

• Contact

• Non-Waiver

• Severability

• Arbitration

• Export Controls

• Non-Circumvention

• Confidentiality

 

Users may be required to register on the Platform before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. All users are required to provide truthful and accurate information when registering for our Platform and must be over the age of 18. Users may only register for one account per user. We reserve the right to verify all user credentials and to reject any users. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to notify the Company immediately of any unauthorized use of your account or any other breach of security. The Company will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. If you are registering on behalf of your company, you represent and warrant that you are authorized by your company to create an account on your company’s behalf and you represent and warrant that you are authorized by your company to incur financial obligations and enter into legally binding agreements on behalf of your company.

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Subject to compliance with this Agreement, where a user is a legal entity the user may allow its Permitted Users to access the Platform. “Permitted Users" means officers or employees of user, designated by a user to have access to the Platform. The user may not share access to the Platform with any other third parties.

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After registering, the Company will grant you a non-exclusive, revocable, limited license to access the Platform. As a user, you do not receive any ownership interest in any portion of the Platform; you merely receive the aforementioned revocable access as stated. All rights not explicitly granted are reserved for the Company. If you breach any of our usage guidelines, as stated below, we may revoke your license or your access to use our Platform at our discretion.

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Additionally, we may revoke your license or restrict your access to our Platform if we believe that your actions may harm us, our business interests, or any of our users. Failure by us to revoke your license or restrict access does not act as a waiver of your conduct.

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The Platform constitutes a marketplace for Customers to purchase products and services from the Company. The Company is responsible solely for providing access to the Platform. Please be aware that any of the Company’s Services are “as-is” and “as-available.” Additionally any information or content found on our Platform, including any notifications or tools provided, are offered only for informational purposes only. Further, the Company does not endorse, recommend, and is not otherwise affiliated with any Vendor. The Company has no liability to you for any content including but not limited to all User Content (defined below), information, copy, images, URL names, and anything else provided by any third parties using the Platform (collectively “Third-Party Content”).

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Where a Customer wishes to purchase a Company Product available on the website, the Customer shall create a purchase inquiry via the Platform (“Purchase Inquiry”). Such Purchase Inquiry shall be sent to the Company via the Platform and any Purchase Inquiry is subject to availability. The Company shall have forty-eight (48) hours to review and confirm the Purchase Inquiry.

Where a Purchase Inquiry is not confirmed such Purchase Inquiry shall be cancelled.

Please be aware that an order contract is not created until Company accepts and acknowledges a Customer’s Purchase Inquiry and sends the Customer an order confirmation (“Order Confirmation”) via the Platform..

Once the Customer has received an Order Confirmation, the Customer shall be asked to confirm all Company Product details within such Order Confirmation and upon confirmation by Customer of the Order Confirmation, such Order Confirmation shall be a binding contract between the Company and the Customer whereby the Company agrees sell to Customer the Company Products selected by the Customer (“Company Product Purchase Contract”)

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ALL USERS AGREE THAT ANY SERVICE AGREEMENT, AGREEMENT OF PURCHASE AND SALE OR OTHER LEGAL AGREEMENT, AS APPLICABLE, RELATING TO ANY TRANSACTION ON THE PLATFORM IS CONCLUDED DIRECTLY BETWEEN THE COMPANY OF THE SUBJECT GOOD OR SERVICE AND THE CUSTOMER IN SUCH MANNER AS THE RESPECTIVE PARTIES DETERMINE, WHETHER THROUGH THE MESSAGE CENTER, EXCHANGE OF FORMAL DOCUMENTS, OR RELIANCE ON THE EXPRESS TERMS OF THE SUBJECT PRODUCTS AS POSTED BY THE APPLICABLE COMPANY ON THE PLATFORM.

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Customers may not cancel a confirmed transaction of any Products.

If the Customer claims that a Product is defective (a “Warranty Claim”), the Company will assist the Customer in resolving the matter; however, in no event shall the Company be liable for any costs associated with any Warranty Claims.

The Customer has fifteen (15) days from the date of delivery of the Products within which to make a Warranty Claim.

 

The shipping options shall be listed within the website Listing and shall be provided to Customer with the Order Confirmation. Geographic availability of shipping is listed on the Listing and may vary by product. Standard shipping times as quoted in the Order Confirmation are merely an estimate of actual delivery. Where items are shipped, a tracking number may be issued by the Company that allows the Customer to check the status of the package; however, some shipments may not have issued tracking numbers. We recommend that immediately upon delivery, the Customer checks all Products for accuracy of fulfillment of the order as well as any damage caused from shipping. If you have any issues with your shipment, please contact us immediately. The Customer has fifteen (15) days within which to advise the Company of any issues with the delivered Products.

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9.Product Photos and Sizing

Please be aware that all photos of any products on the Platform are for illustrative purposes only. It is possible that some photos shown on Platform may not be entirely representative of the actual Product. The final product received may vary slightly in color, size, look, finish, or style.

Conduct and User Content

 

As a condition of use, you promise not to use the Platform for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Company. When using our Platform, you are responsible for your use and for any use made using your account. You agree to the following:

DISRUPTION

• You shall not interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.

• You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

• You may not violate any requirements, procedures, policies or regulations of networks connected to the Company;

• You shall not post, email, transmit, upload, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed or functioning to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

• You shall not upload or transmit (or attempt to upload or to transmit) Malware, viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any user’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.

• You shall not attempt to circumvent, disable, compromise or otherwise interfere with security-related features of the Site or decipher any transmissions to or from the servers running the Platform. Such features include but not limited to, features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

• You shall not use any robot, spider, scraper, sniping software or other automated means to access the Service for any purpose without our express written permission. Additionally, you will not: (1) interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; or (2) bypass any measures we may use to prevent or restrict access to the Service; or engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools without the Company’s express written permission.

• You shall not upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

• You shall not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine.

• You will not create or submit unwanted email ("Spam") to any other Platform users;

• You shall not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;

• You shall not use automated bots or other software to send more messages through our Platform than humanly possible;

COPYING

• You shall not systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. Additionally, you may not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data.

USE OF THE SITE TO CREATE COMPETITIVE PLATFORM

• You may not access our Platform in an attempt to build a similar or other competitive product;

• You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;

• You may not share your license or access with any other parties; You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform;

• You shall not sell or otherwise transfer a Customer profile.

• You shall not engage in unauthorized framing of or linking to the Platform.

• You shall not use a buying agent or purchasing agent to make purchases on the Site.

COLLECTION AND TRANSMISSION OF SENSITIVE INFORMATION

• You may not use the Platform to store or transmit any health, medical, or sensitive financial information;

• You may not collect or harvest any personally identifiable information, including account names, from the Platform;

• You shall not make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

ABUSE

• You will not abuse, harass, impersonate, intimidate or threaten other Platform users; or use any information obtained from the Site in order to harass, abuse, or harm another user.

• You will not disparage, tarnish, or otherwise harm, in our opinion, us, the Site or any third-party content on the Site.

• You will not use the Site in a manner inconsistent with any applicable laws or regulations or that may give rise to civil liability.

• You will not post or transmit, or cause to be posted or transmitted, any Content that are infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of any third party;

• You shall not harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to users.

• You will not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Platform user;

FRAUD

• You may not trick, defraud, or mislead the Company and other users; or attempt to impersonate any person or entity or misrepresent your affiliation with a person or entity; especially in any attempt to learn sensitive account information such as customer account details including, but not limited to, passwords.

• You will not make improper use of our support services or submit false reports of abuse or misconduct.

ILLEGALITY

• You may not violate any law or regulation and you solely are responsible for such violations;

• You shall not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;

• You shall not infringe upon the intellectual property rights of the Company, its users, or any third party;

• You shall not delete the copyright or other proprietary rights notice from any Content.

DISCLAIMERS

• You will not hold the Company responsible for your use of our Platform;

• You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;

MORAL STANDARDS

• You shall not use the Platform to advertise or offer to sell goods and services that are not approved by the Company or clash with the Company’s mission or policies.

• You will not submit comments linking to affiliate programs, multi-level marketing schemes, sites repurposing existing stories or off-topic content;

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but the Company reserves the right to suspend or terminate any account at any time without notice or explanation.

Violation of our rules may result in the removal of your Content from the Platform, and/or the canceling of your account. You acknowledge and agree that Company may remove any User Content (as defined below) and terminate any Company account at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content). To report Terms of Use violations, please contact us.

 

11.User Content

Your ability to submit or transmit any information through the Platform, including but not limited to data, information, images, references, including but not limited to profile information and communications with other users or any other information, whether privately transmitted or made publicly available, is the sole responsibility of the person from which such User Content originated, and will be referred to as “User Content” throughout this Agreement.

Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. This means that you, not Company, are entirely responsible for all User Content that you upload, post, share, email, transmit, or otherwise make available via the Platform. Under no circumstances will Company be liable in any way for any User Content.

When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content and you have paid for or otherwise have permission to use any User Content submitted. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.

You acknowledge that Company may or may not pre-screen User Content, but that Company and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, undelete, modify and/or move any User Content available via the Service. Without limiting the foregoing, Company and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in Company's sole discretion. You understand that by using the Service, you may be exposed to User Content that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Content. You further acknowledge and agree that you bear the sole risk of reliance on any Content available on or through the Service.

With respect to User Content you submit or otherwise make available on or to the Service, you grant Company an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Content (in whole or in part), and to incorporate such User Content into other works, in any format or medium now known or later developed. Additionally, you grant to the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of our Platform.

We provide industry standard security for our Platform but we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.

You are solely responsible for your interactions with other users of the Platform. The Company reserves the right, but has no obligation, to monitor disputes between you and other users.

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We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you. Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content.

When submitting any User Content you agree to the following:

• You agree that User Content submitted is truthful and accurate;

• You agree not to submit any User Content that contains any confidential information;

• You agree not to submit any User Content contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;

• You agree not to submit any User Content that is considered spam; and

• You agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If you have violated any of our User Content Guidelines or if we believe that any User Content may harm the Platform, your access to the Platform may be suspended or terminated.

 

13.Responsibility for fines, taxes etc.

 

The User is solely responsible for any violations related to the mishandling or abuse of the provided information by the Company, including payment of all resulting fines, sanctions and penalties.

Any applicable taxes and similar fees connected with the use of the Service shall be paid by the User to the relevant public authority.

Company reserves the right, in defense of its interests, to identify the User to authorities or the public administration if a violation has been committed.

Company may charge for any costs resulting from infringements related to the Services or Intellectual Property of the Company, including the investigation thereof as well as any fines, penalties and legal costs incurred by Company.

Failure to pay the amounts owed by the User for the above gives Company a right to terminate the contractual relationship hereunder. In addition to these amounts, Company may also take steps to enforce further claims for damages and losses.

Where the Company does not charge Customer taxes, the Customer agrees to pay any and all applicable taxes for the purchase of any Products. Additionally, where requested by us, you agree to provide us tax documentation to support any claims of on-time tax payment.

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The User agrees under no circumstances shall User register any trademark, assume trade name, obtain domain name, or otherwise obtain any right to Company or any confusingly similar name during or any time after the termination of this Agreement and that under no circumstance shall they alter, deface or remove any reference to Company’s Trade Marks or any other name displayed on the documents or information provided by Company.

Platform Availability and Modification

Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available. Only users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.

 

We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.

 

Payment & Fees

 

 

Where a Customer purchases any Company Product, Customer agrees to pay for all costs and fees associated with such Product as stated within the Company Product Purchase Contract. Customer authorizes the Company or its third party payment processors to charge their method of payment at the time of purchase, may process the transactions in installments, or place a hold on the payment method on file. Please be aware that purchases are completed via our third party payment processors. Where applicable, you must agree to our third party payment processors terms and conditions for processing payments. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, the Company may suspend or terminate your access to the paid portions of the Platform, without liability to us.

 

USERS ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT ACT AS AN AGENT IN ANY CAPACITY FOR THE CUSTOMER NOTWITHSTANDING ITS HOLDING OF FUNDS RELATED TO ANY GIVEN TRANSACTION. THE COMPANY DOES NOT HOLD FUNDS IN TRUST AND/OR IN ESCROW. FUNDS TRANSITING THROUGH COMPANY ARE AUTOMATICALLY DELIVERED BY ITS THEN CURRENT THIRD-PARTY SERVICE PROVIDER AND THE COMPANY ASSUMES NO RESPONSIBILITY FOR DELIVERY OR OTHER DISTRIBUTION OF FUNDS WHATSOEVER.

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Upon the completion of any transaction on the Platform, the Company shall impose a transactional fee (the “Fee(s)”).

In each case, fees and other charges may be subject to applicable taxes and government charges, which may be charged and collected by Company. Any fees or other payments to be made by the User as described in this Agreement will be charged by Company to their credit or debit card or any other agreed payment method.

In the event that Company’s costs increase due to amended legislation, decisions or similar issued by public authorities it shall be entitled to alter its fee with immediate effect. The User will be notified of any such change. The Fee will not be refunded due to any circumstance. There is no entitlement to partial crediting or repayment.

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19.Payment methods

 

In order to Products on the Platform, the user must provide the Company with a valid credit or debit card. By providing Company with the information of a valid credit or debit card the user represents and guarantees Company that they are authorized to use the card of choice. All fees that occur due to their actions will be charged to the provided credit or debit card. All fees are subject to applicable taxes and other local government charges; these may also be charged and collected by Company.

In order to dispute any charges by Company to the credit or debit card provided, the User must contact Company within two months from the date of the disputed charge. The User must provide Company with all the information that Company finds necessary to evaluate the disputed charge, such as the date of use and the approximate starting and ending times of the trip.

The User agrees to inform Company of all changes related to the credit or debit card which they authorized Company to charge without any delay.

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20.Late payments

 

In the event of delay in payment pursuant to the Agreement, the User shall pay default interest on the amount due as well as charges for payment reminders and collection fees in the amount permitted under applicable law, and other costs connected with the delay.

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Disclaimers, Liability, & Indemnification

 

21.Disclaimer

 

The User acknowledges and agrees that their use of the Company Platform is at their sole risk.

The User acknowledges that the Company is not responsible for the conduct of third parties on the Company Platform. The User agrees that the Company is not liable for any losses associated with the User’s use of the information provided by the Company Services. The User acknowledges that they are solely responsible for contracting with third parties on the Company Site and that they assume all the risks associated with the use of the Company’s Services.

The User agrees that such risks and hazards cannot always be predicted or avoided and that they are the User’s sole responsibility.

The User agrees that they are liable for any resulting injury, damage, and related cost, when using the Company’s Platform. The User further notes that the use of the Company’s Services, Sites, and Apps are subject to legislation as applicable from time to time, and that such legislation may change and impede the use of the Company’s Services. By choosing to use the Company’s Services, Sites, and Apps; the User assumes full and complete responsibility for all related risks, dangers and hazards, and agrees that Company is not responsible for any risk of loss or cost caused by the User with respect to any person or property.

THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER THE COMPANY, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, AFFILITATES, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM; (2) ANY INFORMATION PROVIDED VIA THE PLATFORM; (3) ANY USER CONTENT, (4) ANY USER, (VENDOR or CUSTOMER), OR OTHER THIRD PARTY ENCOUNTERED ON THE PLATFORM, (5) SECURITY ASSOCIATED WITH THE TRANSMISSION OF USER CONTENT OR INFORMATION TO THE COMPANY, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, OR ERRORS.THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

 

22.Limited liability

 

The User acknowledges and agrees, with the limitation of mandatory law, that the Company is not responsible or liable for any claim that arises out of or relates to the User’s use of, or inability to use, the Company Platform.

The User acknowledges and agrees that except in case of gross negligence or willful misconduct, the Company is not responsible or liable for any breach of this Agreement or violation by the User of any applicable law as a consequence of or in the course of using the Company Platform. Company’s liability shall at all times be limited to the fees paid by the User to Company hereunder.

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO (1) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (2) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (3) ANY INTERRUPTION, MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (5) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, OR (6) ANY ACTION TAKEN IN CONNECTION WITH ANY THIRD PARTY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY THE COMPANY’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE LESSER OF THE TOTAL AMOUNT YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR TEN THOUSAND US DOLLARS.

23.Indemnification

 

The User will indemnify and hold Company free from all losses, suits, claims or other proceedings relating to or arising out of the User’s use of the Company’s Services, Site or Apps and any breach of this Agreement.

 

Privacy

 

Company needs to register and process the Users’ personal data such as name, address, phone number and e-mail address, and is the controller of such data.

Company processes such information in order to administer, perform the contract and provide information regarding the Services. Subject to the Users’ consent and Company’s legitimate interests, Company may further use such information to provide related services as well as marketing.

More detailed information, including on sharing, and the legal basis of Company’s processing, of personal data, can be found in Company’s privacy policy as applicable from time to time (available https://www.SunFlarecandles.com/siteterms), which applies to the Agreement.

 

Term & Termination

 

25.Term

 

The Agreement enters into force when the User registers an account for the Platform and shall, unless terminated, remain in force.

 

Each party may terminate the Agreement at any time. Upon termination of the Agreement the User shall pay (i) all due and outstanding fees and as well as other payments to be made pursuant to the Agreement; (ii) all costs incurred by Company due to the early termination; and (iii) compensation corresponding to the amount of all outstanding fees.

27.Termination by Company

 

Company may at any time unilaterally terminate this Agreement if the user:

• Fails to make payment of fees or other payment pursuant to the Agreement more than ten (10) days after the due date for payment, or repeatedly fail to make payments when due; or

• Materially or repeatedly breaches the Agreement.

Upon termination of the Agreement the User shall pay (i) all due and outstanding fees and as well as other payments to be made pursuant to the Agreement; (ii) all costs incurred by Company due to the early termination; and (iii) compensation corresponding to the amount of all outstanding fees.

Any fees or deposit paid will not be reimbursed in case of any termination pursuant to this section.

 

Miscellaneous

 

Company can be contacted by emailing support@SunFlarecandles.com.

29.Assignment

 

Company may assign or pledge all or parts of its rights and obligations pursuant to the Agreement, including title to the Platform subject to the User’s rights pursuant to the Agreement. The User is not entitled to assign or pledge the Platform or any part thereof.

 

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

 

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with the Company are deemed to conflict with each other’s operation, the Company shall have the sole right to elect which provision remains in force.

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Prior to settling any dispute in Court, you agree that any dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in Delaware. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where allowed by the Rules, the Company may make any and all appearances telephonically or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Delaware.

 

33.Governing Law and Venue

 

The Agreement is governed by and shall be construed in accordance with Nebraska law without regard to Nebraska’s conflicts of law provisions.

The User agrees that any disputes arising out of or relating to the Agreement, its breach, or subject matter, that are not governed by section 37 of this Agreement, shall be brought exclusively before the Courts of Delaware, and hereby consents to the Court’s jurisdiction.

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The Platform and any Products purchased and sold may not be exported, accessed, or used (1) by (or to a national or resident of) any country to which Canada or the U.S. has currently embargoed goods; (2) by anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (3) by anyone restricted by the Canadian Department of Foreign Affairs, Trade & Development. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

​

During the term of this Agreement and for a period of one (1) year, user agrees not to pursue or engage in any transaction involving the involving the users met via the Platform or pursue any introduction of such user without the written consent of the Company. Further User agrees that all communications regarding any potential transactions, requests for additional information, and discussions or questions regarding procedures will be submitted via the Platform and not directly to users outside of the Platform. In the event of non-compliance, breach, or threatened breach of this section by user, user agrees that the Company shall be irreparably harmed and that money damages would not be a sufficient remedy, therefore, the Company shall be entitled to seek equitable relief, including the right to seek injunction and specific performance, as a remedy for any such non-compliance, breach or threatened breach. Such remedies are not the exclusive remedies for a breach of this section by user or any of its Affiliates, but shall be in addition to all other remedies available at law or in equity to the Company. If any restriction set forth in the this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or too broad in geographic area, it shall be interpreted to extend only to the maximum period of time, range of activities or geographic area as to which it may be enforceable.

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During the Term of this Agreement, it may be necessary for a party (the "Disclosing Party'') during the term of this Agreement to provide the other party (the "Receiving Party'') with certain information that shall be treated as Confidential Information, as defined below.

• Confidential Information: “Confidential Information” shall mean for The Company any information including any user information disclosed by The Company to user, in any form including without limitation documents, client lists, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or affiliates of a party, or any information disclosed by third parties at the direction of The Company, that is given the nature of the information or the circumstances surrounding disclosure, should be reasonably understood by user to be confidential. “Confidential Information” shall mean for user shall mean any information disclosed by user to The Company, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party, or any information disclosed by third parties at the direction of user, marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; or (v) is independently developed by the Receiving Party without use of Confidential Information.

• Nondisclosure: The Receiving Party agrees not to use any Confidential Information for any purpose except for the purposes of performing this Agreement, or as otherwise agreed in writing. Receiving Party agrees not to disclose any Confidential Information to third parties. Disclosure is permitted to Receiving Party’s personnel, the personnel of its affiliates, and its and their directors, advisors, auditors, governmental authorities or subcontractors, who may need to know such Confidential Information, and who are under a duty of confidentiality that are substantially similar to the confidentiality provisions contained within this Agreement. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information, and which are provided to the Receiving Party hereunder.

• Disclosure Under Law etc.: Notwithstanding anything stated herein, the Disclosing Party agrees that if the Confidential Information is required to be disclosed pursuant to any order or requirement from court, administrative or governmental agency, such Confidential Information can be disclosed, provided the Receiving Party gives, if legally permitted, the Disclosing Party a prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order under law.

• Maintenance of Confidentiality Information: The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information and shall take at least those measures that Receiving Party takes to protect its own Confidential Information and shall ensure that its Affiliates, and its and their employees, directors, contractors, advisors, who need to have access to Confidential Information are under a duty of confidentiality to the Receiving Party or its Affiliate, or sign or have signed non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such personnel. The Receiving Party shall not make copies of Confidential Information unless the same are reasonably necessary. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information and reasonably support Disclosing Party in taking necessary remedial action.

• Return/ Destruction: Upon the termination of this Agreement or where directed to by the Disclosing Party, all Confidential Information and all copies thereof which are in the possession of Receiving Party shall be promptly returned to the Disclosing Party on demand or destroyed in the manner so specified. Where any Confidential Information is destroyed, the Receiving Party shall certify such destruction in writing to the Disclosing Party.

• No License: Nothing in this section is intended to grant any license or other intellectual property rights in the Confidential Information of the other party.

• The obligations stated in this Section shall survive for three (3) year post termination or expiration of the term of the Agreement.

 

37.Entire Agreement and amendments

 

The User acknowledges that the Agreement contains the complete, final, and exclusive integrated Agreement between the User and Company with respect to its subject matter. Deviating or supplementary regulations of the customer do not apply, even if Company does not explicitly object to them.

Company reserves the right to amend, modify, or change this Agreement, at its sole discretion and without any prior notice or cause. Such amended terms of use will be available at www.sunflarecandles.com

By continuing to use the Services, Website, and Apps or any part thereof after any amendment, modification, or change, the User has agreed to be bound by all such amendments, modifications and changes unless otherwise prescribed by law, in which case they will apply as of the earliest time allowed for under law. The User must carefully review the terms of use on a regular basis to maintain awareness of amendments, modifications and changes.

 

The User confirms that they have read and understood the terms and consequences of this Agreement, and that they are fully aware of the legal and binding effect of the Agreement.