This Seller Agreement and Terms of Service (the “Agreement”) is a legally binding contract between you (“Seller,” “you,” or “your”) and BurgerPrints, the operator of the BurgerPrints print-on-demand platform and related services (“BurgerPrints,” “we,” “us,” or “our”). By creating a Seller account, uploading any Design or Content, listing any product for sale, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

YOU REPRESENT, WARRANT, AND COVENANT THAT YOU EITHER OWN OR HAVE FULL LEGAL RIGHTS TO ALL DESIGNS, CONTENT, AND MATERIALS YOU UPLOAD, AND THAT YOU ASSUME SOLE AND EXCLUSIVE RESPONSIBILITY FOR ANY AND ALL CLAIMS RELATING TO INTELLECTUAL PROPERTY OR THIRD-PARTY RIGHTS ARISING FROM SUCH DESIGNS, CONTENT, AND MATERIALS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

1. Definitions

For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Other capitalized terms used but not defined in this Section have the meanings given to them elsewhere in this Agreement.

“Affiliate” means, with respect to any party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

“Content” means any and all materials, information, data, text, images, photographs, illustrations, graphics, artwork, audio, video, characters, names, logos, slogans, taglines, fonts, code, metadata, product titles, product descriptions, mockups, marketing copy, store branding, and any other materials of any nature that Seller uploads to, submits to, transmits through, displays on, generates with the assistance of, or otherwise makes available via the Platform, whether or not such materials qualify as a Design.

“Design” means any visual, graphic, artistic, or creative work — including without limitation any drawing, illustration, photograph, photograph composite, vector graphic, raster image, typographic design, pattern, ornament, derivative work, or AI-generated or AI-assisted output — that Seller uploads to, creates within, or otherwise submits to the Platform for printing, manufacturing, fulfillment, listing, marketing, or sale of Products.

“Intellectual Property Rights” or “IP Rights” means any and all intellectual property and proprietary rights anywhere in the world, including without limitation: (a) copyrights and rights in works of authorship (including moral rights); (b) trademarks, service marks, trade names, trade dress, logos, and goodwill associated therewith; (c) patents, patent applications, and rights in inventions and discoveries; (d) trade secrets, know-how, and confidential information; (e) rights of publicity, personality, and privacy; (f) database rights, sui generis rights, and rights in compilations; and (g) any registrations, applications, renewals, extensions, divisions, continuations, reissues, or equivalents of any of the foregoing.

“Platform” means the BurgerPrints websites (including burgerprints.com and any successor or subdomain), mobile applications, application programming interfaces (APIs), seller dashboards, design tools, mockup generators, fulfillment systems, and any other software, services, or features made available by BurgerPrints to Sellers.

“Product(s)” means physical or digital print-on-demand items — including without limitation apparel, accessories, home goods, drinkware, stationery, and similar merchandise — that are manufactured, printed, fulfilled, or otherwise produced by or through BurgerPrints or its production partners in connection with Seller’s Designs and Content.

“Seller” means the individual or legal entity that registers for a Seller account on the Platform and agrees to this Agreement. If Seller is an entity, the natural person accepting this Agreement represents and warrants that they have full power and authority to bind that entity.

“Seller Store” means the storefront, listing pages, product catalog, and any associated digital presence operated by or for Seller using the Platform.

“Third-Party Rights” means any IP Rights or other legal rights (including publicity, privacy, contractual, and statutory rights) held by any person or entity other than Seller.

2. Acceptance, Eligibility, and Seller Account

2.1 Acceptance. By clicking “I Agree,” registering for an account, or otherwise using the Platform, Seller agrees to be bound by this Agreement, the Privacy Policy, the Acceptable Use Policy, the Content Policy, the DMCA / IP Complaint Policy, and any additional policies, guidelines, or addenda referenced herein or posted on the Platform (collectively, the “Policies”), each of which is incorporated by reference.

2.2 Eligibility. Seller represents that Seller is: (a) at least eighteen (18) years of age or the age of legal majority in Seller’s jurisdiction, whichever is greater; (b) legally capable of entering into a binding contract; (c) not barred from receiving services under the laws of the United States or any other applicable jurisdiction; and (d) not on any U.S. government list of prohibited or restricted parties.

2.3 Account Information. Seller agrees to provide accurate, current, and complete information during registration and to keep such information accurate, current, and complete at all times. Seller is solely responsible for maintaining the confidentiality of Seller’s account credentials and for all activities that occur under Seller’s account.

2.4 One Account; No Circumvention. Seller shall not maintain multiple accounts to evade enforcement actions, takedowns, or suspensions. Any attempt to circumvent a removal, suspension, or termination decision is itself a material breach of this Agreement.

3. Ownership of Designs and Content; Seller’s Sole Responsibility

3.1 Seller Is the Sole Owner and Author. As between Seller and BurgerPrints, Seller is and shall remain the sole owner and author of all Designs and Content that Seller uploads, creates, submits, or otherwise makes available through the Platform. Without limiting the foregoing, the parties expressly acknowledge and agree that every Design and item of Content uploaded by Seller shall be deemed the intellectual creative work product of Seller, and Seller shall hold and retain all right, title, and interest in and to the IP Rights therein, subject only to the license granted to BurgerPrints under Section 4.

3.2 No Transfer of Ownership to BurgerPrints. Nothing in this Agreement shall be construed as an assignment, transfer, or conveyance to BurgerPrints of any IP Rights in Seller’s Designs or Content. BurgerPrints disclaims any ownership interest in such Designs and Content and acts solely as a technology platform, printer, and fulfillment service provider with respect to them.

3.3 Seller Bears Sole Responsibility for Designs and Content. Seller acknowledges and agrees that, because Seller is the sole owner and author of Designs and Content, Seller bears the sole, exclusive, and complete legal, financial, and operational responsibility for: (a) the creation, originality, and lawful sourcing of all Designs and Content; (b) the procurement of any and all licenses, permissions, releases, consents, and authorizations necessary to use, reproduce, distribute, display, modify, manufacture, sell, advertise, and exploit the Designs and Content and any Products bearing or derived from them; (c) any allegation, claim, demand, proceeding, judgment, settlement, or fine arising from or relating to the Designs, Content, or Products; (d) compliance with all applicable laws, regulations, codes, industry standards, and platform-marketplace rules (including those of any third-party marketplace where Seller lists Products); and (e) Seller’s tax obligations and reporting in connection with sales of Products.

3.4 BurgerPrints Acts as Conduit and Service Provider. BurgerPrints does not pre-screen, curate, vet, or independently verify the originality, lawful sourcing, or non-infringing nature of Seller’s Designs or Content. BurgerPrints has no obligation to do so, and any voluntary review undertaken by BurgerPrints (including automated screening, manual review, or moderation) shall not be deemed a waiver of Seller’s responsibilities, an endorsement of Seller’s Designs or Content, or an assumption by BurgerPrints of any duty, warranty, or liability.

3.5 AI-Generated and AI-Assisted Content. If Seller uploads or generates Designs or Content using artificial intelligence, machine-learning, or generative tools (whether provided by BurgerPrints or by any third party), Seller is solely responsible for ensuring that (a) Seller has the legal right to use the input prompts, reference images, and training data underlying such tools; (b) the resulting output does not infringe, dilute, or violate any Third-Party Rights; and (c) Seller complies with the terms of service of any AI tool used. Seller represents that all AI-assisted Designs are treated, for purposes of this Agreement, as Seller’s own original works for which Seller alone is accountable.

4. License Grant from Seller to BurgerPrints

4.1 License Grant. Subject to the terms of this Agreement, Seller hereby grants to BurgerPrints and its Affiliates and production, fulfillment, payment, advertising, and technology partners a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to: (a) host, store, cache, index, reproduce, modify (solely for technical purposes such as resizing, color correction, format conversion, file optimization, and print preparation), publicly display, publicly perform, distribute, transmit, and make available the Designs and Content through the Platform; (b) print, manufacture, fulfill, package, ship, and deliver Products bearing or derived from the Designs and Content; (c) generate mockups, previews, and marketing assets depicting the Designs and Content for the purpose of operating, promoting, and improving the Platform and Seller’s sales; and (d) use the Designs and Content for any other purpose reasonably necessary to perform BurgerPrints’ obligations or exercise its rights under this Agreement.

4.2 Duration; Tail Period. The license in Section 4.1 begins upon upload of the applicable Design or Content and continues for as long as Seller maintains an account or as reasonably necessary for BurgerPrints (and its successors, assigns, and production partners) to: (i) fulfill orders placed prior to removal of the Design or Content; (ii) maintain records of past transactions; (iii) comply with legal, accounting, and tax obligations; and (iv) defend against any actual or threatened claim.

4.3 Feedback. If Seller provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform (“Feedback”), Seller hereby grants BurgerPrints an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use and exploit such Feedback for any purpose, without obligation or compensation to Seller.

4.4 No Implied Licenses. Except for the licenses expressly granted in this Agreement, no rights or licenses are granted by either party, whether by implication, estoppel, exhaustion, or otherwise.

5. Seller Representations, Warranties, and Covenants

Seller represents, warrants, and covenants, on a continuing basis, that:

1.  Authority. Seller has full power, authority, and legal capacity to enter into and perform this Agreement, and the execution and performance of this Agreement does not and will not violate any other agreement, obligation, or law applicable to Seller.

2. Ownership of Designs and Content. Seller is the sole and exclusive owner of, or has obtained valid, written, fully paid-up, and sufficient licenses, releases, consents, permissions, and authorizations to use and to authorize BurgerPrints to use, all Designs and Content, including without limitation any underlying photographs, artwork, fonts, characters, music, software, model releases, and other elements incorporated therein.

3. Originality and Non-Infringement. Each Design and item of Content is an original work created by Seller (or by a person validly assigning rights to Seller) and does not and will not infringe, misappropriate, dilute, tarnish, or otherwise violate any IP Rights, Third-Party Rights, or any contractual, moral, or statutory right of any person or entity, in any jurisdiction in which Products may be manufactured, sold, distributed, advertised, or shipped.

4. No Counterfeit, Replica, or Unauthorized Branded Goods. Seller will not upload, list, or sell any Design or Product that bears, copies, mimics, references, suggests affiliation with, or is otherwise substantially similar to any third-party trademark, logo, service mark, trade dress, character, celebrity name, likeness, athlete, team, league, broadcaster, brand, fictional universe, or copyrighted work, unless Seller possesses written authorization sufficient to grant the rights licensed under Section 4.

5. No Defamatory or Unlawful Content. Designs and Content do not and will not contain material that is defamatory, libelous, threatening, harassing, obscene, pornographic (including but not limited to child sexual abuse material, which is strictly prohibited), incites violence, promotes terrorism, promotes illegal activity, or violates any applicable law or regulation.

6. Right of Publicity / Personality. Seller has obtained valid model releases or equivalent written consents from any identifiable natural person whose name, image, likeness, voice, or persona appears in any Design or Content.

7. Compliance with Laws. Seller’s use of the Platform and Seller’s sale of Products complies with all applicable laws and regulations, including without limitation those concerning consumer protection, product safety, labeling, marketing, anti-spam (including the CAN-SPAM Act and analogous laws), export control, sanctions (including OFAC), data protection (including GDPR, CCPA, and analogous laws), and taxation.

8. Accurate Listings. Product listings, descriptions, mockups, prices, and marketing claims are accurate and not misleading, and Seller is solely responsible for customer communications, post-sale service, refunds, and dispute resolution with customers.

9. No Malware. Designs and Content do not contain viruses, trojans, worms, time bombs, or any other malicious code.

10. Continuing Nature. Each of the foregoing representations and warranties is made anew with respect to each upload, listing, sale, and order, and shall survive termination of this Agreement.

6. Prohibited Content

Without limiting Section 5, Seller will not upload, display, list, or sell any Design, Content, or Product that:

• infringes, misappropriates, or violates any copyright, trademark, patent, trade secret, right of publicity, right of privacy, moral right, or any other Third-Party Right;

• incorporates the name, image, logo, mark, slogan, song lyrics, character, costume, persona, broadcast, or other proprietary indicia of any third party (including celebrities, athletes, musicians, sports teams, leagues, broadcasters, fictional characters, films, television series, video games, comics, anime/manga properties, music labels, fashion houses, or universities) without express written authorization;

• depicts or sexualizes minors, or contains child sexual abuse material;

• promotes terrorism, mass violence, genocide, human trafficking, exploitation, or hate against protected groups;

• contains threats, doxxing, harassment, or non-consensual intimate imagery;

• violates applicable laws, including those concerning controlled substances, weapons, gambling, or financial fraud;

• misrepresents Seller’s identity, affiliation, sponsorship, or endorsement;

• attempts to bypass the Platform’s safety filters or content moderation;

• violates any policy or guideline published by BurgerPrints from time to time on the Platform.

The foregoing list is illustrative and not exhaustive. BurgerPrints may, at its sole discretion, expand, refine, or interpret this list and may remove any Design, Content, or Product believed in good faith to violate this Agreement, with or without prior notice.

7. Infringement Notices, Takedown, and Repeat-Infringer Policy

7.1 DMCA Compliance. BurgerPrints respects the IP Rights of others and complies with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) and analogous laws in other jurisdictions. A copyright owner or its authorized agent who believes that material on the Platform infringes its copyright may submit a written notice (“DMCA Notice”) to BurgerPrints’ designated agent (the “Designated Agent”) containing the information required by 17 U.S.C. § 512(c)(3).

Designated Agent contact: Paul Nguyen, support@burgerprints.com – 305-547-9909 – Leadgen USA LLC, 30 N GOULD ST STE R, Sheridan, WY 82801.

7.2 Counter-Notice. If Seller believes content was removed in error, Seller may submit a counter-notice as set forth in 17 U.S.C. § 512(g). Seller acknowledges that submitting a knowingly false counter-notice may result in legal liability under 17 U.S.C. § 512(f).

7.3 Other IP Complaints. Trademark, right-of-publicity, patent, and other IP complaints may be submitted to support@burgerprints.com. BurgerPrints may, in its sole discretion, remove or restrict the applicable Designs, Content, or Products without prior notice to Seller pending resolution.

7.4 Repeat-Infringer Policy. Sellers who receive multiple substantiated infringement complaints, or who are determined by BurgerPrints in its reasonable discretion to be repeat infringers, will have their accounts suspended or terminated. BurgerPrints maintains and enforces a policy reasonably designed to terminate repeat infringers in accordance with 17 U.S.C. § 512(i).

7.5 No Adjudication. BurgerPrints is not a court and does not adjudicate IP disputes. Action or inaction by BurgerPrints in response to a complaint does not constitute a legal determination of infringement or non-infringement. Seller agrees that any decision by BurgerPrints to remove, restrict, restore, or maintain Designs, Content, or Products is final for purposes of this Agreement and not subject to challenge except as expressly provided in Section 14 (Dispute Resolution).

8. Indemnification by Seller

8.1 Indemnification Obligation. Seller shall defend, indemnify, and hold harmless BurgerPrints, its Affiliates, and each of their respective officers, directors, employees, agents, contractors, production partners, fulfillment partners, payment processors, hosting providers, licensors, successors, and assigns (collectively, the “BurgerPrints Indemnitees”), from and against any and all claims, demands, actions, proceedings, investigations, suits, allegations, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including without limitation reasonable attorneys’ fees, expert fees, court costs, and costs of investigation) (collectively, “Losses”) of every kind and nature arising out of or relating to, in whole or in part:

1. 1. any Design, Content, Product, listing, advertisement, communication, statement, or other material provided by, generated by, or attributable to Seller;

   2. any actual or alleged infringement, misappropriation, dilution, or violation of any IP Rights or Third-Party Rights;

   3. any actual or alleged breach by Seller of this Agreement, the Policies, or any representation, warranty, or covenant made by Seller herein or in any related document;

   4. Seller’s violation of any applicable law, rule, regulation, ordinance, code, or order;

   5. Seller’s use or misuse of the Platform, including unauthorized access, fraud, or abuse;

   6. any dispute between Seller and any customer, end user, employee, contractor, supplier, partner, marketplace, payment processor, tax authority, or other third party;

   7. any personal injury, death, property damage, or product-liability claim allegedly arising out of or relating to Designs, Content, or Products attributable to Seller (other than to the extent caused by BurgerPrints’ manufacturing defect not contributed to by Seller’s Design or instructions); and

   8. any tax, duty, levy, or governmental charge for which Seller is responsible.

8.2 Defense and Settlement. BurgerPrints will provide Seller with prompt written notice of any indemnified claim, provided that failure to give such notice shall not relieve Seller of its indemnification obligation except to the extent Seller is materially prejudiced thereby. BurgerPrints may, at its option, (a) tender control of the defense to Seller using counsel reasonably acceptable to BurgerPrints, or (b) retain control of the defense at Seller’s sole cost. Seller shall not settle any indemnified claim without BurgerPrints’ prior written consent if the settlement (i) imposes any non-monetary obligation on, or admission of liability or wrongdoing by, any BurgerPrints Indemnitee, (ii) does not include a complete and unconditional release of the BurgerPrints Indemnitees, or (iii) restricts the future operations of any BurgerPrints Indemnitee. BurgerPrints reserves the right to participate at its own expense in the defense of any claim with counsel of its choosing.

8.3 Set-Off; Reserve. Without limiting any other remedy, BurgerPrints may withhold, set off, or apply against any amounts owed to Seller (including pending payouts) any Losses incurred or reasonably anticipated to be incurred under this Section 8, and may require Seller to maintain a reasonable reserve to secure Seller’s indemnification obligations.

8.4 Survival. Seller’s indemnification obligations under this Section 8 shall survive termination or expiration of this Agreement and the closure or termination of Seller’s account, and apply regardless of whether any BurgerPrints Indemnitee is named as a defendant in the underlying claim.

9. Fees, Payments, and Taxes

9.1 Pricing and Fees. Base product prices, service fees, shipping rates, and payout terms are set forth on the Platform and may be updated by BurgerPrints from time to time. Seller is responsible for setting retail prices for Products in compliance with applicable law.

9.2 Taxes. Seller is solely responsible for determining, collecting, reporting, and remitting all taxes (including income, sales, use, value-added, goods-and-services, customs duties, and similar charges) associated with Seller’s use of the Platform and sale of Products, except for taxes on BurgerPrints’ net income. Where required by law, BurgerPrints may collect and remit certain taxes on Seller’s behalf, in which case Seller authorizes BurgerPrints to do so and to deduct such amounts from Seller’s payouts.

9.3 Chargebacks and Refunds. Seller is responsible for chargebacks, refunds, returns, and customer disputes attributable to Seller’s Designs, listings, marketing, or customer service, and BurgerPrints may debit such amounts from Seller’s account or future payouts.

9.4 Withholding for Risk. BurgerPrints may, in its reasonable discretion, place a temporary hold or reserve on Seller’s payouts where BurgerPrints determines that there is a credible risk of fraud, abuse, chargebacks, IP claims, or breach of this Agreement.

10. Term, Suspension, and Termination

10.1 Term. This Agreement commences upon Seller’s acceptance and continues until terminated as provided herein.

10.2 Termination by Seller. Seller may terminate this Agreement at any time by closing Seller’s account, subject to BurgerPrints’ right to complete pending orders and to retain records as required by law.

10.3 Termination or Suspension by BurgerPrints. BurgerPrints may suspend or terminate Seller’s access to the Platform, remove or disable any Design, Content, or Product, and/or terminate this Agreement, at any time, with or without notice, if BurgerPrints reasonably believes that: (a) Seller has breached this Agreement, the Policies, or applicable law; (b) Seller poses an IP, legal, financial, reputational, safety, or operational risk to BurgerPrints, its partners, customers, or other Sellers; (c) Seller is a repeat infringer; or (d) such action is necessary to comply with legal process, court order, or regulatory requirement.

10.4 Effect of Termination. Upon termination: (i) Seller’s right to access the Platform ceases; (ii) BurgerPrints may complete pending orders or cancel them at its discretion; (iii) Seller remains liable for all Losses, indemnification obligations, taxes, fees, and amounts accrued prior to termination; and (iv) the licenses granted in Section 4 survive to the extent reasonably necessary as described in Section 4.2.

10.5 Survival. Sections 1, 3, 4 (to the extent provided in Section 4.2), 5, 7.5, 8, 9 (with respect to accrued amounts), 10.4, 10.5, 11, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.

11. Disclaimers

THE PLATFORM AND ALL SERVICES, PRODUCTS, MATERIALS, FEATURES, AND TOOLS PROVIDED BY OR THROUGH BURGERPRINTS ARE FURNISHED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BURGERPRINTS AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, BURGERPRINTS MAKES NO REPRESENTATION OR WARRANTY: (A) THAT ANY DESIGN, CONTENT, OR PRODUCT IS FREE OF THIRD-PARTY RIGHTS OR LAWFUL TO SELL IN ANY PARTICULAR JURISDICTION; (B) THAT THE PLATFORM WILL MEET SELLER’S REQUIREMENTS OR BUSINESS EXPECTATIONS; OR (C) REGARDING REVENUE, SALES VOLUME, OR PROFIT.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BURGERPRINTS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR PARTNERS BE LIABLE TO SELLER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF BURGERPRINTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF BURGERPRINTS AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL NET FEES (EXCLUSIVE OF AMOUNTS PAID OUT TO SELLER, REFUNDS, AND TAXES) ACTUALLY RECEIVED AND RETAINED BY BURGERPRINTS FROM SELLER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

THE LIMITATIONS IN THIS SECTION 12 SHALL NOT APPLY TO SELLER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, SELLER’S BREACH OF SECTION 3 (OWNERSHIP) OR SECTION 5 (REPRESENTATIONS AND WARRANTIES), OR SELLER’S PAYMENT OBLIGATIONS, AND SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Confidentiality and Data

13.1 Confidentiality. Each party shall protect the other’s non-public business, technical, financial, and operational information (“Confidential Information”) using at least the same degree of care it uses for its own similar information, and not less than a reasonable degree of care. Confidential Information may be used and disclosed only as necessary to perform under this Agreement or as required by law.

13.2 Personal Data. Each party shall comply with all applicable data-protection and privacy laws with respect to personal data received from the other or from customers. BurgerPrints’ collection and processing of personal data is described in its Privacy Policy.

14. Governing Law; Dispute Resolution; Class Action Waiver

14.1 Governing Law. This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or the relationship between the parties (each, a “Dispute”) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution. Before initiating any formal Dispute, the parties shall attempt in good faith to resolve the Dispute through direct negotiation for at least thirty (30) days following written notice describing the Dispute in reasonable detail.

14.3 Binding Arbitration. Except as provided in Section 14.5, any Dispute not resolved informally shall be submitted to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware, United States, and the proceedings shall be conducted in English by one (1) arbitrator selected in accordance with AAA rules. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Class Action Waiver. ALL DISPUTES SHALL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative or class proceeding. If this Section 14.4 is held unenforceable, the entirety of this Section 14 shall be null and void, and the Dispute shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware.

14.5 Equitable Relief; IP Claims. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its IP Rights, Confidential Information, or to enforce Sections 3, 4, 5, 8, or 13. Seller consents to the personal jurisdiction of, and venue in, the state and federal courts located in Wilmington, Delaware for such purposes.

14.6 Time Limitation. Any Dispute must be commenced within one (1) year after the cause of action arose; otherwise, it is permanently barred.

15. General Provisions

15.1 Modifications. BurgerPrints may modify this Agreement from time to time by posting an updated version on the Platform and/or providing notice to Seller. Modifications become effective upon posting unless otherwise stated. Seller’s continued use of the Platform after the effective date constitutes acceptance of the modifications. If Seller does not agree to a modification, Seller’s sole remedy is to discontinue use of the Platform and close Seller’s account.

15.2 Assignment. Seller may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without BurgerPrints’ prior written consent; any attempted assignment in violation of this Section is void. BurgerPrints may freely assign or transfer this Agreement, in whole or in part, including in connection with any merger, acquisition, reorganization, or sale of assets.

15.3 Relationship of the Parties. Seller and BurgerPrints are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

15.4 Force Majeure. Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by acts of God, war, terrorism, civil unrest, government action, epidemic, pandemic, labor disputes, supplier failures, internet or telecommunications failures, or other events beyond its reasonable control.

15.5 Notices. Notices to BurgerPrints shall be sent to Leadgen USA LLC, 30 N GOULD ST STE R, Sheridan, WY 82801 – support@burgerprints.com. Notices to Seller may be sent to the email address associated with Seller’s account and are deemed delivered upon transmission.

15.6 Severability; Waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable. No waiver shall be effective unless in writing, and no failure to exercise any right shall constitute a waiver thereof.

15.7 Entire Agreement. This Agreement, together with the Policies and any addenda referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and proposals, whether oral or written.

15.8 Headings; Interpretation. Section headings are for convenience only and shall not affect interpretation. The words “include,” “including,” and “such as” are deemed to be followed by “without limitation.” Any reference to a statute includes any amendment or successor thereto.

15.9 Export Controls and Sanctions. Seller shall comply with all applicable export-control, sanctions, and anti-corruption laws, including those of the United States.

15.10 Language. This Agreement is drafted in the English language, which is the controlling language for all purposes. Any translation is provided for convenience only.

15.11 Third-Party Beneficiaries. Except for the BurgerPrints Indemnitees, there are no third-party beneficiaries to this Agreement.