1. Introduction

1. Welcome to Creoate, the UK’s first wholesale marketplace dedicated to independents! These are the Terms of Service and Use (the “Terms”) of the website located at www.creoate.com (the “Site”), including its sub-domains and mobile optimized version. These Terms shall also include any ancillary terms, policies, guidelines and our Privacy Policy (the “Policy”), among other documents made available by us from time to time (incorporated herein by reference). The Site is provided to you by Creoate Limited (hereinafter referred to as “Creoate”, and also ‘us’, ‘its’, ‘ours’ and/or ‘we’ and where the context requires this shall also include its successors in title, agents, representatives and subrogates), and used herein refer to our affiliates, assignees, successors and/or brands.
2. As used herein, the terms ‘you’, ‘your’, and/or ‘yourself’ refer to you, as applicable, in your capacity as a:

1. user/visitor/browser of our Site;
2. retailer or wholesaler that purchases products via the Site or by submitting Purchase Orders of inventory (a “Participant”); or
3. wholesaler (i.e., a supplier of products to retailers) via the Site (a “Supplier”).

3. These Terms constitute a legally binding agreement between you and us. If you continue to browse and use this Site, you hereby acknowledge and agree to be bound by these Terms which, together with our Policy, will govern Creoate’s relationship with you regarding the Site and any services offered thereby (the “Services”). These Terms include a class action waiver. These Terms also limit the remedies that may be available to you in the event of a dispute with us.
4. To prevent any breach of the Terms hereof and to enforce any available remedy, we reserve the right to undertake any technical, legal or administrative measures that we deem necessary, at any time, without prior notice and in our sole discretion.
5. Creoate is an online marketplace that allows its retailers to browse a selection of products from wholesalers that list them for sale on our site, and where retailers may browse and purchase such products, and where wholesalers purchase products from manufacturers through submitting purchase orders. Please note any gift cards on the site are valid for a maximum of 6 months from purchase unless agreed in written form otherwise.
6. The Site and the Services are solely for businesses. If you are a consumer then please note that the Site and the Services are not meant for you and you should not look to use the Site or the Services.

2. Prohibited Activities

1. All kind of users agree not to undertake, motivate, or facilitate the use or access of the Site to:

1. Infringe these Terms or allow, encourage or facilitate others to;
2. Plagiarize and/or infringe the intellectual property rights or privacy rights of any third party;
3. Enable any process to data-mine the Site (e.g. robots or similar data gathering and extraction tools);
4. Disturb the normal flow of Services provided within the Site;
5. Distribute, post or otherwise make available any content that: (i) infringes or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enables any act that could promote or cause discrimination, racism, harm, libel, hatred or violence against any individual or group; (iii) endangers children and underage persons; (iv) is or allows illegal or fraudulent activities to take place; (v) is or may constitute a criminal or capital offense or otherwise infringes any applicable law; and/or (vi) is or can be considered to be obscene, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic or analogous;
6. Create a link from the Site to another website or document without our prior written consent;
7. Solicit any person to use a third party service that competes with Creoate;
8. Obscure or edit any copyright, trademark or other proprietary rights notice or mark appearing on the Site;
9. Create copies or derivate works of the Site or any part thereof;
10. Otherwise reverse engineer, decompile or extract the Site’s source code;
11. Remit or otherwise make or cause to deliver unsolicited advertising, email spam or other chain letters;
12. Advertise products but otherwise sell products using other platforms or circumvent our mechanisms to sell products;
13. Collect, receive, transfer or disseminate any personally identifiable information of any person without consent from title holder;
14. Pretend to be or misrepresent any affiliation with any legal entity or third party;
15. Source order or customer on the site and then solicit sale or showcase of different or same products off the Site;
16. Message, email, or otherwise send communication to buyers of orders originated on the Site;
17. List, showcase, market or offer different wholesale or suggested retail prices to what is being offered on the Site;
18. Fulfill orders on third party websites, including Amazon, eBay, Etsy or any other online marketplace for items purchased through Creoate; and/or
19. Not influence Suppliers or otherwise circumvent our process or the Services, by transacting orders with Suppliers you were introduced to through the Services outside of the Services.

2. You also acknowledge and accept that any violation of the aforementioned provisions may result in the immediate termination of your access to the Site and our Services, without refund, reimbursement, or any other credit on our part.

3. Accounts

1. Browsing for products is free, but in order to list products for purchase, make a purchase, and use some or all of the functionalities and Services provided via the Site, you will need to register for an account. There are two types of accounts: accounts for Participants and accounts for Suppliers.
2. Please note that all Participants must be retailers or Suppliers registered on the Site, and all Suppliers must be wholesalers. As a Participant or Supplier, you represent and warrant to us that: (i) you are using the Site and the Services in the course of your business; (ii) you are using the Site and the Services either in your capacity as a retailer or wholesaler purchasing products by submitting purchase orders (if you are a Participant) or a wholesaler; and (iii) all of the information that you provide to us or the Site from time to time (including information you provide to us as part of the account registration process) is complete, accurate and up to date.
3. The person that registers for an account on your behalf or at any other time expressly accepts the Terms on your behalf represents and warrants to us that: (i) they are authorised to act for you and to accept the Terms on your behalf; and (ii) they have the capacity to understand and accept the Terms on your behalf.
4. Both Participants and Suppliers are solely responsible for the activities that occur on their account and for keeping their password secure and confidential. We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account and/or any product, upon any factual or alleged breach of these Terms. You must notify Creoate immediately of any change in your eligibility to use the Site, or if you suspect a breach of security or unauthorized use of your account.
5. Pre-Approved Accounts allow you access to browse products, shop and proceed to check out. Trade account limits and payment terms are indicative and subject to final review at order to verify your business history. We will review the information provided and reconfirm your trade account and inform you of any necessary changes.

4. Contracts of sale, payments and trade credit

1. As a Participant, you are able to place orders for products from Suppliers using the Site.
2. Where a Participant places an order for one or more products with a Supplier using the Site, a legally binding contract of sale for the products ordered is made between the Participant and the Supplier at the time that we send both the Participant and the Supplier an email notifying them that the order has been confirmed.
3. Where a Participant (retailer or wholesaler) places an order for one or more products with a manufacturer not using the Site but through submission of a purchase order, a legally binding contract of sale for the products ordered is made between Creoate and the Participant at the time the invoice for the corresponding order is confirmed by email from the Participant and cash is transferred to the Participant’s bank accounts for the related purchase order.

1. The Participant attests irrevocably and unconditionally that the delivery of goods shall not be before 90 days of the date of invoice issued by Creoate to the Participant

4. A Participant may choose to make advance payment in full for a contract of sale at the time you place the order. Where we do not offer trade credit to a Participant in respect of a contract of sale then the Participant is required to make advance payment in full for the contract of sale at the time you place the order.
5. At the time we set up your Participant account, we will set up a trade credit limit for you, which is the maximum total amount, in monetary terms, of products ordered by you under contracts of sale that we will offer you trade credit in respect of. We may increase or decrease your trade credit limit from time to time. If we increase or decrease your trade credit limit we will notify you of your new limit and the new limit will take effect on the date of the notification.
6. You must keep within your trade credit limit at all times. We will keep a running total of the trade credit we have provided to you, which will consist of the total amount, in monetary terms, of products ordered by you under contracts of sale in respect of which we have provided you with trade credit less the total amount you have paid to us for those products.
7. Where you place an order for one or more products with a Supplier using the Site, we will let you know as part of the placement process for the order whether we will offer trade credit to you in respect of the ordered products and, should you take up our offer, the due date for full payment to us of the trade credit amount (the “Deferred Payment Debt Due Date”). To accept our offer of trade credit in respect of the order, you must signify your acceptance of our offer as part of the placement process for the order. Please note that we do not offer trade credit in respect of part of an order, so if providing trade credit to you in respect of your order means you would exceed your trade credit limit then we will not offer you trade credit in respect of the order.
8. Please see paragraph 5 below for how the trade credit we offer to you works.

5. Payment obligations, debts and assignment of debts

Creation of debt

1. In respect of each legally binding contract of sale for the supply of products made between the Participant and the Supplier in accordance with the Terms, or through purchase described in 4.3, an unconditional debt is created for the full amount owed by the Participant to the Supplier, which shall be Creoate in the event of a transaction described herein 4.3, in respect of the products to be supplied under the contract of sale at the time the contract of sale is made (the “Contract of Sale Debt”).
2. For all transactions, excluding 4.3, Creoate as agent for the Supplier will deliver to the Participant an invoice in respect of each contract of sale within a reasonable time from when the contract of sale is made.
3. Goods purchased under clause 4.3 are due for payments as per invoice due date, and the goods remain the legal property of Creoate in the event of non payment of the invoice as at the due date, and that the delivery by Creoate by email to the email address of the Supplier registered with Creoate at the time the relevant contract of sale is made of a written

confirmation of the assignment of the goods will constitute an absolute and unconditional assignment by the Supplier of the whole of the Deferred Payment Debt to Creoate.

Supplier terms

4. Where, in respect of a contract of sale, we have offered to provide trade credit to the Participant in respect of the products to be supplied under the contract of sale and the Participant has accepted our offer as part of the order placement process, then immediately after the contract of sale is made:

1. the Supplier immediately, irrevocably and unconditionally agrees to assign all of its rights, title, interest and benefits in and to the whole of the Contract of Sale Debt (the “Deferred Payment Debt”) to Creoate in consideration of the payment obligation assumed by Creoate below; and
2. Creoate immediately, irrevocably and unconditionally agrees to accept the assignment of all of the Supplier’s rights, title, interest and benefits in and to the whole of the Deferred Payment Debt and agrees to pay to the Supplier an amount equal to the Deferred Payment Debt in accordance with paragraph 5.5,

(the “Deferred Payment Debt Assignment”)

5. In respect of each Deferred Payment Debt Assignment, we will pay to the Supplier in cleared funds an amount equal to the Deferred Payment Debt:

1. where we deliver the products to be supplied under the contract of sale to which the Deferred Payment Debt relates, within 30 days following delivery of those products in accordance with the Terms; or
2. where we expressly agree in writing with the Supplier that the Supplier will be responsible for delivering the products to be supplied under the contract of sale to which the Deferred Payment Debt relates using its own chosen logistics provider, within 30 days of receipt of the products by the Participant.

6. In respect of each Deferred Payment Debt, the Supplier agrees:

1. as a condition precedent to being entitled to receive any payment from Creoate in respect of the Deferred Payment Debt Assignment:

1. to take any actions requested by Creoate within [5] Business Days of the date the relevant contract of sale is made to confirm or perfect in writing the assignment referred to above; and
2. to take any actions requested by Creoate within [5] Business Days of the date the relevant contract of sale is made to perfect the assignment of the Deferred Payment Debt;

2. to take any actions requested by Creoate in order to recover or assist Creoate in recovering the Deferred Payment Debt, including without limitation to join Creoate (in any manner requested by Creoate) in any action which Creoate in its absolute discretion wishes to bring against the Participant in respect of the Deferred Payment Debt and to follow all instructions given by Creoate in respect of any such action;
3. to refrain from taking any actions in respect to the Deferred Payment Debt without the specific prior written request or consent of Creoate;
4. that the delivery by Creoate by email to the email address of the Supplier registered with Creoate at the time the relevant contract of sale is made of a written confirmation of the assignment of the Deferred Payment Debt will constitute an absolute and unconditional assignment by the Supplier of the whole of the Deferred Payment Debt to Creoate;
5. that the Deferred Payment Debt Assignment will to the fullest extent possible take effect and/or be deemed to have taken effect as (or as though it were) a legal assignment of the whole of the Deferred Payment Debt pursuant to section 136 of the Law of Property Act 1925;
6. to waive any rights to claim or assert, and undertakes not to claim or assert, in any context whatsoever or for any purposes whatsoever that the Deferred Payment Debt was not legally assigned by the Supplier to Creoate pursuant to section 136 of the Law of Property Act 1925 and to indemnify Creoate against all costs and damages (including the entire legal expenses of the parties) incurred in all future actions, claims, demands and proceedings where the Participant contests the validity of the assignment of the Deferred Payment Debt; and
7. to the extent that notwithstanding the foregoing the assignment is deemed to have taken place as an equitable assignment, to take all steps requested by Creoate to perfect the legal assignment of the Deferred Payment Debt and to enable Creoate to deal directly with the Participant in respect of the Deferred Payment Debt.

Participant terms

7. In respect of each Deferred Payment Debt, the Participant acknowledges and consents to the following:

1. the Supplier intends to assign the whole of the Deferred Payment Debt to Creoate immediately after the relevant contract of sale between the Supplier and the Participant is made;
2. the Supplier has agreed that the delivery by Creoate by email to the email address of the Supplier registered with Creoate at the time the contract of sale is made of a written confirmation of the assignment of the Deferred Payment Debt will constitute an absolute and unconditional assignment by the Supplier of the whole of the Deferred Payment Debt to Creoate; and
3. the Participant does not require any further details or information in respect of the Deferred Payment Debt Assignment in order to agree to the terms of this paragraph 5.

8. The Participant agrees, in respect of each Deferred Payment Debt and with effect from the day after the relevant contract of sale is made:

1. that as a result of the Deferred Payment Debt Assignment, Creoate will own all rights, title, interest and benefits in and to the whole of the Deferred Payment Debt;
2. that Creoate is fully entitled to deal with the Participant directly in relation to the Deferred Payment Debt without requiring any involvement or participation from the Supplier, including, without limitation, any requirement to join the Supplier into any demand and enforcement action in respect of the Deferred Payment Debt;
3. that all notices in respect of the Deferred Payment Debt sent by the Supplier or Creoate to the email address of the Participant registered with Creoate at the time the contract of sale is made will be validly served for all purposes (including without limitation in respect of the notices of the Deferred Payment Debt Assignment pursuant to section 136 of the Law of Property Act 1925) and the Participant agrees to waive any rights to claim or assert in any context whatsoever and for any purposes whatsoever that such notices were not validly served and to indemnify the Supplier and Creoate against all costs and damages (including the entire legal expenses of the parties) incurred in all future actions, claims, demands and proceedings where the Participant contests the validity of any notices so sent;
4. that the Deferred Payment Debt Assignment will to the fullest extent possible take effect and/or be deemed to have taken effect as (or as though it were) a legal assignment of the whole of the Deferred Payment Debt pursuant to section 136 of the Law of Property Act 1925;
5. to waive any rights to claim or assert, and undertakes not to claim or assert, in any context whatsoever or for any purposes whatsoever that the Deferred Payment Debt was not legally assigned by the Supplier to Creoate pursuant to section 136 of the Law of Property Act 1925 and to indemnify the Supplier and Creoate against all costs and damages (including the entire legal expenses of the parties) incurred in all future actions, claims, demands and proceedings where the Participant contests the validity of the assignment of the Deferred Payment Debt;
6. to take any actions requested by Creoate to acknowledge any notice of assignment of the Deferred Payment Debt to Creoate and agree to any such assignment; and
7. to the extent that notwithstanding the foregoing the assignment is deemed to have taken place as an equitable assignment, to take all steps requested by Creoate to perfect the legal assignment of the Deferred Payment Debt and to enable Creoate to deal directly with the Participant in respect of the Deferred Payment Debt in accordance with sub-paragraph (B) above.

9. In respect of each Deferred Payment Debt, the Participant shall pay to Creoate an amount equal to the Deferred Payment Debt on or before the applicable Deferred Payment Debt Due Date for that Deferred Payment Debt.

6. Payment Method.

1. We may use a third-party payment processor to bill you through a payment account, such as your bank account or debit or credit card, linked to your account on the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the payment processor in addition to these Terms. We are not responsible for error by the payment processor. By choosing to use for-fee Services or purchase products, you agree to pay us, through the payment processor, all charges at the prices then in effect for any use of such Services or purchase of such products in accordance with the applicable payment terms

and you authorise us, through the payment processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

2. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due upon demand.

7. Late Payment Fees

1. Please be aware that in the case of late payments, we reserve the right to charge additional late fees to the existing Overdue Balance. These fees, if applied will be in the form of both:
2. 20% APR Interest accruing weekly.
3. A Fixed Fee of $50, €50 or £40 depending on your location.
4. These fees will be applied at our own discretion and will be automatically updated within your invoice.

8. Service Fees

9. Creating an account, listing a product and accessing the Services is free unless otherwise agreed with you, Supplier, separately. There are no charges to buyers, unless otherwise explicitly communicated before execution of a transaction. We reserve the right to offer promotions and additional pricing models from time to time. Please visit our Site in order to get further information about our fees, charges and promotions.

10. Account for Participants

1. Browsing our products is free and subject to registration in accordance with our online form criteria. In order to purchase products (among other of our products and Services) you will need to create and verify your account, usually via an email link. Once verification is complete, your account will be active.
2. To qualify as a Participant, you must have an online, brick-and-mortar lease or license space that is open and ready for business. Approval is at our discretion and we reserve the right to deactivate your account if we find that you are in breach of these terms.

11. Orders

1. Order Minimums. Products may require a minimum Sterling, US Dollar or Euro amount a Participant must spend before a Supplier is willing to sell to a Participant (an “Order Minimum”). This amount is displayed at each Supplier catalogue page and may vary from time to time.
2. Right to Refuse. You acknowledge and agree that Suppliers and/or Creoate may refuse to complete your purchase for any reason.
3. Inventory. You acknowledge and agree that Creoate does not guarantee inventory or that there will be enough product to sell to you.
4. No Circumvention. You acknowledge and agree that you will place all orders for a Supplier’s product through the Services for any Supplier that you are first introduced to through the Services. You acknowledge and agree that you will not influence Suppliers, or otherwise circumvent Creoate’s process or the Services, by transacting orders with Suppliers you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Participant Account and your ability to purchase products on Creoate in the future.
5. Shipping and Drop Shipping. You agree to provide a valid, physical address to receive the product that you order through the Services. Creoate does not offer drop shipping to customers of Participants. Participants are also not allowed to forward purchased products to overseas locations, whether through mail forwarding services or otherwise.
6. Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release Creoate with respect thereto, and agree to indemnify, defend and hold Creoate harmless against any and all such taxes, contributions, penalties and/or interest
7. Returns Offered by Supplier. You understand and acknowledge that unused products cannot be returned, except under certain limited circumstances described therein. The offer of a return policy, if any, is at the sole discretion of the Supplier and is not administered through Creoate. You also understand and acknowledge that the return of any opened or used products is also at the discretion of the Supplier. The warranty, if any, provided by the Supplier for a product is the responsibility of the Supplier. You acknowledge and agree that you pay for all shipping costs to your retail store. Those shipping costs are non-refundable, even if you later return those items. We aim to process returns and any relevant refund within approximately 15 calendar days from the day after items are received. You may still be charged for any pending returns that have not been fully processed by your order due date.
8. Returns Offered by Creoate. You understand and acknowledge that all returns will only be processed upon satisfactory confirmation of Proof of Delivery from your carrier partner to our designated warehouse partner. You also acknowledge that you will be sending the returns back with order number clearly indicated both on the outside and inside the shipment. Failing to indicate this order number on the shipment may lead to rejection of a refund on the respective return. You also understand and acknowledge that the return of any opened or used products is also at the discretion of the Creoate. You acknowledge and agree that you pay for all shipping costs to your retail store. Those shipping costs are non-refundable, even if you later return those items. We aim to process returns and any relevant refund within approximately 15 calendar days from the day after items are received. You may still be charged for any pending returns that have not been fully processed by your order due date. Inventory returned to our warehouse and processed, will become Creoate’s stock and is at our sole discretion to process them further.

12. Damages

1. In the event that you receive damaged or incorrect product, please reach us on our live chat function on the website within 5 working days from delivery to report the issue. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory.

13. Account for Suppliers

1. Creating a Supplier account is free, and you will need to verify your Supplier account, usually via an email link. Listing and selling products is free unless otherwise agreed on the understanding that Supplier shall undertake to accept orders from registered Creoate Participants through the Creoate platform. Purchasing goods by submitting a purchase order from a manufacturer to Creoate shall be allowed at the sole discretion of Creoate.
2. If you are required to charge any other surcharge, facility fee, costs, expense, royalty or local permits, it is your responsibility to indicate the percentages charged that will your fee and any other cost.
3. As a Supplier, you will be able to undertake many actions through our Site, including but not limited to: (i) product properties and details within the Site; (ii) review the properties of your products (e.g. name, type, topic, location, length, rating, price), edit and delete them and also mark them as available or inactive for the buyers; (iii) receive, read, see and manage orders and order history; (iv) receive and read buyers’ reviews and testimonials; (v) view/download orders purchased by buyers; (viii) review and manage order history from buyers; and ix) purchase goods by submitting a purchase order from a manufacturer to Creoate shall be allowed at the sole discretion of Creoate.
4. If your products are out of stock, it will not be displayed in the list in the front end of the Site and can be removed at Creoate’s discretion. You will also be able to delete your products and your reviews, if necessary. You agree that we are not liable for incorrect information on your account and we reserve the right to action as needed, such as cancelling an order, adding a penalty fee or suspending your account.
5. As a supplier, you understand we provide shipping unless agreed in advance, for where our services are not available or suitable, in which case we will reimburse you at a maximum amount as specified on the site. You agree to comply with our shipping maximum weights, sizes and any additional factors which might lead to additional surcharges on the shipment and that if not followed you may be requested to pay any extra cost that may incur. Cross border shipments may have additional requirements, such as licences and certifications depending on the products specifications and that you are responsible for these requirements, such as phytosanitary paperwork or any other that might be relevant.
6. You understand that packing the order appropriately is your sole responsibility and you may be deemed responsible for any damage claim raised by the customer upon reception according to our Terms and Conditions; The non-cooperation in solving any damage or issue regarding an order may lead to the deactivation of your account after 2 unresolved incidents or when we deem fit; These will be solved by our dispute resolution team, and we will not be liable for the outcome. Please find more about our Seller Service Level agreement here.
7. You hereby represent, warrant and covenant to Creoate and its affiliates, licensors, agents and representatives that you have all necessary authorizations, license and permits to offer any and all products and related products and services, as required under your jurisdiction.
8. You hereby represent, warrant and covenant to Creoate and its affiliates, licensors, agents and representatives that you are not located in, that you are not a national or resident of, or that you will not promote or sell any product on any country to which the United States,

United Kingdom, European Union, Australia or Canada has embargoed goods and/or services sanctions.

14. Taxes

1. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Creoate may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights mentioned here. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Creoate agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Creoate, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Creoate, and you do not have any authority of any kind to bind Creoate in any respect whatsoever.

15. Fund remittance

1. You authorize Creoate to bill your credit card and/or payment processing system account directly or apply outstanding balances due to Creoate and to charge the outstanding balance for your account each calendar month, upon termination of your account, and at any time the balance of fees reaches the designated fee threshold for your account.
2. Creoate may offer advertising opportunities to increase the visibility of your products. Advertising fees vary by opportunity, as indicated from time to time by us. Any possible advertising fees will be clearly outlined before you commit to purchasing an ad and will be reflected to your monthly bill.
3. If Creoate terminates a product listing or your account, if you close your account, or if the payment of your fees cannot be completed for any reason, you shall remain obligated to pay Creoate for all unpaid fees plus any penalties and chargeback, if applicable.

16. Disputes, Chargebacks

1. A chargeback is typically caused when a customer disputes a charge that appears on their statement. A chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed chargebacks for: (i) customer disputes, (ii) unauthorized or improperly authorized transactions, (iii) transactions that do not comply with card network rules or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by our payment processor or the institutions handling the transaction.
2. When a chargeback is issued, you are immediately liable to Creoate for the full amount of payment of the chargeback plus any associated fees, fines, expenses or penalties (including those assessed by our payment processor or the financial institutions handling the transaction). You agree that Creoate may recover these amounts by debiting your account or setting off any amounts owed to you by us. If we are unable to recover funds related to a chargeback for which you are liable, you will pay us the full amount of the chargeback immediately upon demand. You agree to pay all costs and expenses, including without

limitation, costs assessed by our payment processor, legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid chargebacks unpaid by you.

17. License

1. Subject to the terms and conditions of these Terms, Creoate hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable limited right and license to use our Site, platform and Services, for your personal, non-commercial use. The term of this license shall begin on the date that you complete registration into our Services, and shall end on the earlier date of either your: (i) final access, deletion or uninstall of our Service; or (ii) our termination, and at our sole and ultimate discretion. Your license will terminate immediately if you attempt to circumvent any technical protection measures used in connection with our Site or Services.
2. You also hereby grant Creoate an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any content you may upload, disseminate, deliver, create or transfer any post, original audio file, message, chat, files uploaded, data inputted, e-mails sent, or otherwise any content delivered to Creoate. The aforementioned license shall be for the use and exploitation by Creoate through the Internet and other communication means, including the right to use, reproduce, distribute, create derivative works from, modify and disseminate any content, in order for Creoate to provide its Services. Notwithstanding the foregoing, Creoate does not claim any transfer or assignment of any ownership rights in any of your content, and the aforementioned license will not preclude any rights that you may have to use and exploit your content outside the Site.
3. In addition, you hereby grants to Creoate, an unlimited, non-exclusive, assignable, transferable, sublicensable, irrevocable, royalty free, perpetual and for all the countries and territories in the world, right and license to use, exploit any feedback, suggestion, enhancement, request, recommendation, correction or comment provided by you to us regarding the Site and/or the Services.

18. Ownership

1. Creoate retains or has any and all right, license, authorisation, title and/or interest to the Site, the Services and any components therefrom, including but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, videos, images, themes, settings, artwork, sound effects, musical works, and moral rights whether registered or not. You hereby acknowledge that no title or ownership in the Site or Services is being transferred or assigned and that these Terms should not be construed as a sale or transfer of any rights or any content thereinto.
2. All rights not specifically granted under these Terms are hereby reserved by Creoate and/or its licensors. Our intellectual property is protected by applicable laws and international treaties throughout the world. Respective title holders may or may not be affiliated with us or our licensors, affiliates, partners and advertisers.

19. Parental Notice

1. Creoate encourages parents, legal guardians and responsible adults to be actively involved in the safe use of the Internet by children and minors. Creoate does not knowingly provide its Services to persons under the age of eighteen (18). If you are under such age, you can only use the Site under the direct supervision of your parent or legal guardian. Participants over the age of eighteen (18) can use the Site freely, but are otherwise prohibited from providing Creoate with personally identifiable information of persons under the age of eighteen (18) without the consent of their parents or legal guardians.
2. Creoate does not knowingly collect any kind of information from any person under the age of thirteen (13), and will delete any related information thereto. For more information, please read our Policy.

20. No Spam

1. We will not tolerate any massive delivery of unsolicited bulk communications to our users or to any third party, nor will we allow others to undertake through our Services or Site. In compliance with the Controlling the Assault of Non Solicited Pornography and Marketing Act (‘CAN-SPAM Act’), any commercial electronic communication (“CEM”) that you receive from us, our partners, licensors, suppliers and affiliates, will require your prior consent to such communication. Our CEMs will include measures in order for you to stop receiving them, usually through an unsubscribe link. Please see our Policy for more information.

21. Digital Millennium Copyright Act (‘DMCA’) Notice

1. In compliance with the DMCA, you may contact us by email at [email protected] in order to send us a notice regarding any copyright infringement matter. You can review the DMCA text at the U.S. Copyright Office website. We are ready to remove any allegedly or factually infringing content displayed on the Site, upon due notice and request by the title holder.
2. You must notify us of your claim with subject: “Takedown Request”. Once received, Creoate will study and consider your claim and, if it believes or has reason to believe any content on the Site infringes on another’s copyright, Creoate may delete it, disable or otherwise stop displaying it.
3. Your notification claim must be in writing and must contain the following information, at the least: (i) your signature and identification, or the ones the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g. address and email); and

(iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.

22. Third party links and platforms

1. The Site contains links to third party websites and platforms, all of which is necessary in order for us to provide our Services to you. Such display, linking or connection does not imply any endorsement of such third party websites (or their products and services).
2. We do not always review the information, pricing, availability or fitness for use of such third party products and services, and they will not necessarily be available or error free or serve your purposes, and any use thereof is at your sole risk. We do not make any endorsements or warranties, whether express or implied, regarding any products or third party websites,

products and services. Any linked websites are ruled by their privacy policies, terms and conditions and legal disclaimers. Please read those documents, which will rule any interaction thereof.

3. Some or all of the images and content displayed on the Site are licensed and/or purchased stock photos, and are only for illustrative purposes, that is, they may not accurately purport the look and form of a certain item, product or service.

23. Advertising, Opt-out

1. We may support the Site and our Services through advertising and other commercial opportunities. These advertisements may be tailored to the content of the Site, and the nature and extent of such advertising by us is subject to change without prior notice. Please refer to our Policy for information regarding certain advertisement opt-out.
2. The Site may allow you to subscribe to our newsletter service, which may be provided by us or through an authorised third party. Through our newsletter, you may receive information according to your user preferences. As our user, you will receive a conspicuous communication indicating your subscription thereof, and you will be able to select the amount and type of emails received by you. If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications, and also in your account preferences.

24. Updates

1. Access to the Site may be terminated or suspended without prior notice or liability of Creoate. You represent and warrant to us that you have all right, title, and interest to any and all content you may post, upload or otherwise disseminate through the Site.
2. Creoate hereby reserves the right to update, modify, change, amend, terminate or discontinue the Site, the Terms and/or the Policy, at any time and at its sole and final discretion. Creoate may change the Site’s functionalities and (any) applicable fees at any time. Any changes to these Terms will be displayed in the Site, and we may notify you through the Site or by email. Please, refer to the date shown below for the date where effective changes were last undertook by us. Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.

25. No endorsement

1. Any testimonial or review about our company, our products or our Services is made by the respective author and does not does not reflect Creoate’ opinions, nor do Creoate, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof. The products, statements, images, texts, posts, information, photographs and other content and media displayed on or through the Site are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete scope. Some or all of the images shown in the Site are licensed and/or purchased stock photos, and are only shown for illustration purposes.

26. Promotional Campaigns

1. Throughout the year we may launch and discontinue one or more promotional campaigns, this may include or may not include a discount on an order and/or additional promotions. All

campaigns are subject to post approval by the staff at CREOATE, and may be cancelled temporarily or indefinitely without notice. Furthermore, we do not offer any consideration if at the time of the execution, the promotion in question may not be applicable or fulfillable do to circumstances beyond our control. Promotional campaigns may not be used in conjunction with others, unless clearly specified in the terms and conditions of said campaign. No warranties are implied, directly or indirectly in these promotions.

2. In the case of a disagreement, there might be cases in which we judge that the arguments and evidence that could be brought forth on behalf of a hypothetical dissent are truly formidable, and this might justifiably make us doubt our own beliefs. But in that case, the reasons that we have for scepticism are provided by the state of the evidence itself, and our own judgments about the probative force of that evidence. The role of disagreement, whether possible or actual, ultimately proves superfluous or inessential with respect to the case for such scepticism in the promotional campaign. For additional information, click here.

27. No Warranty

1. Neither Creoate, nor its affiliates, subsidiaries, officers, employees and agents warrantee that the Site will be error-free, uninterrupted, secure, or produce any particular results; or that any information, quick start guides, sheets, checklists, step-by-step guides, reference guides and/or sample filing forms will be current, useful and/or valid, or that it will produce any particular results or that the information obtained therefrom will be reliable or accurate. No advice or information given by Creoate or its employees, affiliates, contractors and/or agents shall create a guarantee.
2. Neither Creoate nor its affiliates, licensors, owners, subsidiaries, brands or advertisers are an attorney or a professional advisor in any industry. The results described in the Site are not typical and will vary based on a variety of factors outside the control of Creoate. Your use of any information and/or materials on this Site is entirely at your own risk, for which we shall not be held liable.

28. Disclaimer of Damages

1. To the fullest extent allowable under applicable law, Creoate hereby expressly disclaims any and all representations and warranties of any kind with respect to the Site, including any and all liability arising out of or related to any purported facts or information and description of any information, products and/or Services displayed on our Site, including all warranties of any kind, whether express or implied; including, without limitation, warranties of title, merchantability, accuracy, completeness, reliability, suitability, fitness for a particular purpose or non-infringement.
2. Your use of our Site is at your own risk, and therefore you hereby acknowledge and agree that we supply our Site and Services “as is”, “with all faults”, and “as available”, including all content, quick start guides, sheets, checklists, step-by-step guides, reference guides, sample filing forms, software, materials, services, functions, and/or information made available thereby. It shall be your own responsibility to ensure that any products, Services or information available through this Site meet your specific requirements.

29. Limitation of Liability

1. In no event shall Creoate be liable to you or to any third party for any direct, indirect, incidental, consequential, special, exemplary or punitive damages, including but not limited

to: damages for business interruption, loss of profits, loss of data, computer or software failure or inaccessibility or any other type of personal damages or losses arising out of or related to your use of or inability to use the Site; however caused or however awarded, regardless of the theory of liability applied (including contract, warranty or tort), whether active, passive or imputed, including negligence, strict liability, product liability or other legal theory, regardless of the product or service offered by action or inaction by merchant; and even if you have been advised of the possibility of such damages.

2. In recognition of the relative risks and benefits of the Services provided via the Site, to both Creoate and the customer, the risks have been allocated such that you, our customer, hereby acknowledges and agrees, to the fullest extent permitted by law, to limit the maximum cumulative liability of Creoate to you for any and all claims, losses, costs, damages of any nature, arising out of or related to your use of the Site and any Services thereon or whatsoever claims expenses from any cause or causes (including reasonable attorneys’ fees and costs and expert witness fees and costs), to the amount that is or results inferior among:

(i) the amount paid, if any, by you to us in connection with the Site and any Services during the twelve (12) months prior to the action giving rise to such liability; or (ii) £100 (One Hundred Great British Pounds).

3. Certain jurisdictions do not allow the exclusion or limitation of implied warranties or damages. Henceforth, if you fall under rule of such jurisdictions, part or all of the disclaimers or liability limitations mentioned herein may not apply to you, and you might have additional rights not limited by law.

30. Indemnification, release

1. You agree to indemnify, defend and hold Creoate and its independent contractors, affiliates, subsidiaries, officers, employees and agents, and their respective employees, agents and representatives, harmless from and against any and all actual or threatened proceedings (at law or in equity), suits, actions, damages, claims, deficiencies, payments, settlements, fines, judgments, costs, liabilities, losses and expenses (including, but not limited to, reasonable expert and attorney fees and disbursements) arising out of, caused or resulting from: (i) your conduct as Participant and/or Supplier; (ii) your violation of these Terms or our Policy; or (iii) your violation of the rights of any third-party.

31. Generals

1. Assignment. You may not assign or transfer these Terms by operation of law or otherwise without our prior written consent. Notwithstanding the foregoing, we may assign any rights or obligations hereunder. Any rights not expressly granted herein are thereby reserved. These terms will inure to the benefit of any successors of the parties. We reserve the right, at any time, to transfer some or all of Creoate’ assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
2. Customer support. Creoate shall be responsible for addressing any and all customer claims by you relating to the Site or use thereof, including but not limited to any claim that our Site fails to conform to any applicable law.
3. Force Majeure. Creoate is no liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond Creoate’ reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure.
4. No Waiver. Failure by Creoate to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.
5. No Relationship. You and Creoate are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
6. Notices. Any notices or communications among the parties to these Terms shall be done in writing and shall be delivered to any address the parties may provide. For communications by e-mail, the date of receipt will be the one in which confirmation receipt notice is obtained.
7. Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms will remain in full force and effect. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.
8. Applicable Law. The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including your use of the Site and the Services, any contracts of sale made under them and any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
9. Jurisdiction. Except as expressly set out in this paragraph, you and we hereby agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms and their subject matter or formation (including your use of the Site and the Services, any contracts of sale made under them and any non-contractual disputes or claims) . If you bring a dispute in a manner other than in accordance with this paragraph, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so. If you fail to pay us any monies due to us on time, you infringe any of our intellectual property rights or you otherwise breach the Terms then you acknowledge and agree that we may bring a claim against you for non-payment, infringement of our rights and/or breach of the Terms (as applicable) in any jurisdiction in which you or your assets are located.
10. Waiver of Class Actions, Non-Individualized Relief. To the extent permitted by applicable law, you acknowledge and accept that claims brought against Creoate shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding. Unless otherwise agreed by you and Creoate, you may not adjoin or consolidate any claim with more than one person’s; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.
11. Language. Creoate may provide a translation of the English version of these Terms into other languages; and any translation thereof is only for convenience and the English version shall prevail.

32. Contact

1. If you have any questions or queries about us, our Site, our Services, our Policy or these Terms, please contact us by email to [email protected].