WHOLESALE RESELLER AGREEMENT

Definitions.

• 1.1. “Customer” means Reseller’s end customers, but specifically excluding any wholesalers or retail stores.
• 1.2. “Order” means an order for the Products submitted by Reseller through the Site.
• 1.3. “Products” means any product that Creatunity makes available to Reseller for purchase on the Site.

Appointment and License Grant.

• 2.1. Appointment. For the term of this Agreement and subject to its terms and conditions, Creatunity appoints Reseller as a non-exclusive reseller of the Products solely for resale to Customers. For the avoidance of doubt, distribution of the Products in combination with any other products or services or to any other third-party other than a Customer is strictly prohibited. Subject to the terms and conditions of the Agreement and solely for the purpose of engaging customers as potential Customers of the Products, Reseller may (i) place Orders for the Products; (ii) undertake marketing and promotion of the Products to Customers; and (iii) distribute the Products to Customers subject to the terms set forth herein. No Order will be binding until Creatunity ships the Products under the Order as-is. Reseller shall have no right to sublicense its rights under this Agreement and Reseller may not use sub-resellers except with Creatunity’s express prior written consent.
• 2.2. Non-Exclusivity. The rights granted to Reseller in this Agreement are non-exclusive. Nothing in this Agreement shall be construed as limiting in any manner Creatunity’s licensing, marketing, or distribution activities, directly or indirectly, with respect to the Products or similar products or its appointment of other resellers, licensees, or agents.
• 2.3. Ownership. Except as expressly and unambiguously provided herein, Creatunity and its third-party licensors retain all rights and interest in and to (i) the Products and all related documentation and materials provided with the Products, including all copies, versions, enhancements, and derivative works thereof (by whomever produced); (ii) Creatunity Marks (as defined below); and (iii) any and all copyrights, patent rights, trade secret rights and other intellectual property and proprietary rights therein throughout the world (“Proprietary Rights”) in the foregoing (collectively “Creatunity Property”). Reseller covenants to not remove or obscure any copyright or other proprietary rights notices or legends contained in or on any of the Creatunity Property, and to the extent any copies are made, Reseller shall replicate such notices and legends on such copy. Creatunity reserves all rights not expressly granted to Reseller by this Agreement, and no patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any Creatunity Property are transferred to Reseller under this Agreement.
• 2.4. Creatunity Marks. Creatunity hereby grants Reseller a limited, nonexclusive, worldwide, royalty-free, paid-up, revocable license to use and display Creatunity’s trademarks, trade names, service marks, logos, or other similar indicia of origin (“Creatunity Marks”) solely as necessary in furtherance of the activities set forth in Section 2.5 so long as such marketing is in the ordinary course of business. If Reseller wishes to use the Creatunity Marks in unique or bespoke marketing (e.g. celebrity promotion), Reseller shall obtain Creatunity’s prior written consent prior to such use. Any goodwill arising out of the use of such Creatunity Marks shall inure to the benefit of Creatunity. Reseller shall use the Creatunity Marks in accordance with (i) the terms and conditions of this Agreement; (ii) any guidelines provided by Creatunity regarding use of the Creatunity Marks; and (iii) good trademark and copyright practices, including by protecting the value of the goodwill associated with the Creatunity Marks. Creatunity may revoke Reseller’s rights and the foregoing licenses to the Creatunity Marks at any time and for any reason. Reseller shall not modify or create any derivative works of the Creatunity Marks. Reseller shall not use, or permit to be used, the Creatunity Marks in any manner that is defamatory, offensive, or obscene or that may otherwise harm the goodwill or commercial reputation of Creatunity or in any manner that would bring the Creatunity Marks into disrepute or that would jeopardize or invalidate their registrations, applications, or goodwill. Reseller shall use appropriate trademark, copyright, and other symbols wherever appropriate or as directed by Creatunity. Except as expressly set forth in this Section 2.4, Reseller shall have no right, title, or interest in the Creatunity Marks and Creatunity shall be the sole and exclusive owner of such Creatunity Marks. At no time during or after the Term of this Agreement will Reseller challenge or assist others to challenge the Creatunity Marks or attempt to register any trademarks, trade names, services marks, logos or other similar indicia of origin confusingly similar to the Creatunity Marks.
• 2.5. Marketing Efforts. Reseller may market, promote, and advertise the Products and demonstrate and display the Products in furtherance of such activities provided that Reseller will not: (i) make any representation, warranty or guarantee to any potential Customer with respect to the specifications, features or capabilities of the Products, except as specifically authorized by Creatunity in writing, including any false or misleading representations with regard to the Products; (ii) provide prospective Customers with access to any other party’s data on the Products; (iii) publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to or the Products; or (iv) make any other representation, warranty, guaranty, or other commitment or binding obligation on behalf of Creatunity without Creatunity’s prior, written authorization.
• 2.6. License Restrictions. Reseller shall not, and shall not permit any third party to: (a) sell, provide access to, distribute or sublicense the Products to a third party except as expressly authorized in this Agreement; (b) incorporate the Products into Reseller’s products or services or resell the Products on a bundled or OEM basis; (c) use the Products for Reseller’s own benefit, or on behalf of, or to provide any product or service to, third parties; (d) use the Products to develop a similar or competing product or service; (e) modify or create derivative works of the Products; (f) copy any element of the Products; (g) remove, obscure or modify in any way any proprietary or other notices or attributions in the Products; or (h) publish any results of a benchmarking exercise of the Products without Creatunity’s express prior written approval.

Pricing, Orders and Payments.

• 3.1. Pricing. The amount payable by Reseller to Creatunity for each Order for the Products is set forth on the Site (the “Fees”). Creatunity may modify the Fees from time to time in its sole discretion. Reseller will independently determine the pricing at which it offers the Products to Customers; however, Reseller shall not advertise the Products for less than the Minimum Advertised Price posted on the Site. Neither Reseller nor Creatunity is involved or engaged in any efforts to coordinate, collude, or conspire with the other Party or any third parties concerning the creation or maintenance of control over prices or supplies. Neither Reseller nor Creatunity is entering into this Agreement to damage its competitors or to force its competitors out of business. Likewise, neither Reseller nor Creatunity has impliedly or expressly required the other Party to refrain from or refuse to deal with any of the Parties’ competitors in order to receive the benefits of this Agreement. Reseller and Creatunity have entered into this Agreement with the good faith belief that this Agreement will not have any anti-competitive effect. To the extent that an anti-competitive effect results from this Agreement, the Parties agree to take all necessary and reasonable measures to amend the Agreement to eliminate adverse effects on competition.
• 3.2. Invoices; Payments; Taxes. Creatunity will invoice Reseller upon acceptance of each Order and Reseller shall remit to Creatunity 100% of the total Fees for each Product ordered upfront and prior to delivery of such Products to Reseller. All payments will be invoiced and remitted in U.S. dollars and shall be paid without set-off or reduction for any amounts owed. Reseller will be solely responsible for collecting all amounts due to it from Customers, and Reseller’s payment of the Fees hereunder is in no way contingent upon any payment or purchase by any Customer. Non-payment by Customers will not relieve Reseller of its obligations to pay Fees to Creatunity. Creatunity reserves the right to cancel or suspend provision of the Products if it fails to receive payment from Reseller. The Fees are exclusive of applicable taxes and Reseller will pay Creatunity for all taxes applicable to the Products.
• 3.3. Shipping/Delivery. For each Order, Creatunity will ship and deliver the Products as follows: (a) if Products are delivered to one (1) location within the continental United States, then Products shall be delivered DPU (Incoterms 2020) to the location reasonably designated by Reseller; and (b) if any Products are to be delivered to any additional location, or if any Products are to be delivered outside of the continental United States, then such Products shall be delivered EXW (Incoterms 2020) to the location reasonably designated by Reseller. Subject to the foregoing, and unless expressly agreed to by the Parties in writing, Creatunity shall select the method of packaging and shipment of, and the carrier for, the Products. Creatunity may, in its discretion and without liability or penalty, make partial shipments of Products to Reseller.
• 3.4. Buy-Back Program. For the first 100 individual units of Product, upon Reseller’s request, Creatunity will repurchase such Products at the same price as Reseller purchased them for (“Buy-Back Program”). The time period for the Buy-Back Program is six (6) months from the date of the applicable Order for the Products or Reseller’s right to do so shall be deemed waived and of no further force or effect. In the event Reseller elects to exercise its right under this Section, it must issue Creatunity with a notice specifying the number of Products that it intends to return to Creatunity for repurchase and the applicable Order such Products were purchased under. Within fifteen (15) days of such notice, Reseller must ship and deliver, at its sole cost and expense, all Products it intends for Creatunity to repurchase under the Buy-Back Program to Creatunity’s designated delivery location. Upon receipt of such Products, Creatunity may inspect such Products and if such Products are in good working order and free from defects or modification, Creatunity will provide Reseller with payment for the Products within sixty (60) days. If, upon inspection, Creatunity discovers defects, modifications, or other issues with the Products, Creatunity shall not be obligated to buy-back such Products from Reseller.
• 3.5. Credit Support. Creatunity may require Reseller to provide credit information and/or separate credit support (such as parent guarantees, letters of credit or “cash-on-delivery” purchasing). Past due amounts shall bear interest at the greater of one and a half percent (1.5%) per month or the maximum interest chargeable under law. Reseller shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts. Should Reseller’s financial responsibility become unsatisfactory to Creatunity in its sole and reasonable discretion, cash payments, different payment terms, and/or security satisfactory to Creatunity may be required by Creatunity for future deliveries. Creatunity shall have the right, among other remedies, to terminate this Agreement in the event Reseller fails to make any payment when due.

Confidentiality.

• 4.1. Definition of Confidential Information. “Confidential Information” means all non-public or proprietary information related to a Party’s business, including but not limited to, technical data, trade secrets, and know-how, including, but not limited to, ideas, works of authorship, research, product plans, products, services, customers names, customer lists, customer information relating to the services provided by a Party, markets, software, developments, inventions, processes, formulas, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by a Party or a Party’s Affiliate (collectively, the “Disclosing Party”) either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment to the other Party (the “Receiving Party”). Confidential Information does not include information which (i) has become publicly known and made generally available through no wrongful act of the Receiving Party, (ii) has been rightfully received by the Receiving Party from a third party who is not bound by obligations of confidentiality, (iii) was developed independently without the use of any Confidential Information, or (iv) was already in the Receiving Party’s possession at the time of disclosure from a source other than the Disclosing Party and without any obligation of confidentiality.
• 4.2. Non-Disclosure and Non-Use. During the Term and for a period of five (5) years thereafter, without the express written consent of the Receiving Party, the Disclosing Party agrees to (i) only use the Confidential Information of the Disclosing Party for the purposes of this Agreement and not for any other purpose; (ii) to provide the Disclosing Party’s Confidential Information only to those of its Representatives that have a need to know same to effectuate this Agreement and who are bound to obligations of confidentiality at least as strict to those set forth herein; and (iii) take all reasonable measures to protect the Disclosing Party’s Confidential Information, but in no event less than a reasonable standard of care. The Receiving Party shall be liable to the Disclosing Party for any breach of the provisions of this Section 4.2 by its affiliates and its and their officers, directors, stockholders, members, partners, employees, financial and other advisors, attorneys, accountants, consultants and agents. Nothing in this Agreement will prohibit the Receiving Party from disclosing Confidential Information of the Disclosing Party if legally required to do so by law, by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that Receiving Party shall: (a) where permitted, give the Disclosing Party reasonable notice of such Required Disclosure prior to disclosure; (b) cooperate with the Disclosing Party in the event that it elects to contest such disclosure or seek a protective order with respect thereto; and (c) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.
• 4.3. Equitable Relief. In acknowledging the unique and proprietary nature of Confidential Information and the importance to Reseller of the restrictions set forth in Section 4.2, the Parties acknowledge and agree that in the event of a breach or threatened breach of Sections 4.1 or 4.2 of this Agreement, the non-breaching Party may suffer immediate and irreparable harm for which, money damages shall be impossible to calculate and be inadequate compensation. Accordingly, the non-breaching Party shall be entitled to seek equitable relief, including a temporary or permanent injunction and specific performance as remedies for such breach. Such equitable remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies provided, at law or in equity.

Warranties and Defects.

• 5.1. Warranties by Creatunity. Creatunity will pass through to Reseller the applicable original equipment manufacturer warranties for the Products that are permitted to be passed through by the applicable original equipment manufacturer (“OEM Warranties”). Reseller may pass the OEM Warranties through to Customers, but may not make any further representations or warranties regarding the Products to any Customer. Each Product is warranted to the individual Customer pursuant to the OEM Warranties, and only the individual Customer may exercise the remedies provided by such OEM Warranties. Exercise of the OEM Warranties shall follow the processes established by Creatunity and the original equipment manufacturer, and a failure to follow such policies shall void the OEM Warranties.
• 5.2. Disclaimer. CREATUNITY MAKES NO REPRESENTATIONS OR WARRANTIES TO RESELLER OR ANY OF ITS CUSTOMERS, SUBCONTRACTORS, AND SUB-RESELLERS OR TO ANY OTHER THIRD PARTY WITH RESPECT TO THE PRODUCTS OR OTHERWISE IN RELATION TO THIS AGREEMENT, AND CREATUNITY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT TO THE PRODUCTS OR OTHERWISE IN RELATION TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY OR NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CREATUNITY SPECIFICALLY DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS MEET OR WILL MEET THE REQUIREMENTS OF RESELLER OR ITS CUSTOMERS OR THAT THEY WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR. RESELLER ACKNOWLEDGES THAT IN ENTERING THIS AGREEMENT IT HAS NOT RELIED ON ANY PROMISE, WARRANTY, OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN OR INCORPORATED INTO THIS AGREEMENT BY REFERENCE.
• 5.3. Miscellaneous Defect Allowance. Creatunity provides a “Miscellaneous Defect Allowance” of up to one and one-half percent (1.5%) of the total Products ordered under an Order. The Miscellaneous Defect Allowance provides for free replacement of Products delivered by Creatunity to Reseller if Reseller, upon inspection of the Products, becomes aware of any material miscellaneous defect in the Products that are not covered by the OEM Warranties (e.g., Products damaged during transit) (a “Miscellaneous Defect”); however, Reseller must notify Creatunity of such Miscellaneous Defect within ninety (90) days from the date of the applicable Order and furnish written evidence or other documentation of the Miscellaneous Defect as reasonably required by Creatunity. If Reseller fails to satisfy the above conditions, or if the Miscellaneous Defect Allowance is exceeded, replaced Products shall be charged to Reseller at the same price at which the Products were purchased. By way of example only, an Order of 200 Products has a Miscellaneous Defect Allowance of three (3) units.

Indemnification; Limitation of Liability.

• 6.1. By Reseller. Reseller hereby agrees to indemnify, hold harmless, and defend Creatunity and its directors, officers, agents, and employees (the “Creatunity Indemnified Parties”) from and against any and all claims, suits, actions, hearings, investigations, proceedings, judgments, settlements, liabilities, losses, damages, costs and expenses of any kind (including reasonable attorneys’ fees and expenses) to the extent arising out of or otherwise relating to (i) Reseller’s violation of any applicable law or regulation; (ii) Reseller’s breach of its confidentiality obligations or any other term of this Agreement (including any action by Reseller that allows any Creatunity competitor access to Creatunity’s proprietary information); (iii) any modification of the Products by or on behalf of Reseller and that was not made or otherwise authorized by Creatunity; (iv) Reseller’s mis-representation of the Product or other action outside of the scope of authority granted to Reseller hereunder; or (v) Reseller’s or a Customer’s gross negligence or willful misconduct.
• 6.2. By Creatunity. Creatunity shall defend or settle at its expense a third-party claim or suit against Reseller arising out of or in connection with an assertion that the Products infringe any U.S. copyright or trade secret and Creatunity shall indemnify and hold Reseller harmless from and against the damages, costs and expenses (including reasonable legal fees), if any, finally awarded in such suit or the amount of the settlement thereof. Creatunity shall have no obligation with respect to any third-party claim or suit asserting that the Products infringe any U.S. copyright or trade secret to the extent that: (i) the Products are modified after being provided by Creatunity; (ii) the Products are combined or used in combination with other products, processes or systems; (iii) Reseller or Customer continues the alleged infringing activity after being notified by Creatunity to stop the alleged infringing activity; or (iv) the claims or suits are based on any third-party components included in the Product. If any Product are alleged to infringe or misappropriate any Proprietary Right of any third party, Creatunity may, at its option and expense: (a) obtain a license to continue using such Products; (b) modify the Products to make it non-infringing; (c) replace the Products with non-infringing Products; provided that such replacement does not cause a material decrease in performance; or (d) terminate this Agreement and/or any pending or partially fulfilled Order(s) and refund to Reseller any Fees paid for Products not delivered as of the date of termination.
• 6.3. Indemnification Procedure. The foregoing indemnity obligations are conditioned on: (i) the indemnified Party notifying the indemnifying Party promptly in writing of any actual or threatened claim; provided, however, the indemnifying Party shall be excused from such obligations only to the extent its rights are prejudiced by any delay in providing, or failure to provide, such notice; (ii) any settlement that does not release all covered claims against the indemnified Party or requires the indemnified Party to take any action except to stop using any allegedly infringing items shall require the indemnified Party’s written consent to such settlement; and (iii) the indemnified Party reasonably cooperating and assisting in such defense at the indemnifying Party’s request.
• 6.4. Limitation of Liability. TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CREATUNITY BE LIABLE TO RESELLER FOR PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES ARISING OUT OF THIS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH LIABILITY. TO THE GREATEST EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF CREATUNITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE CONTRACT AMOUNT PAID BY RESELLER TO CREATUNITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. CREATUNITY SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL.

Term and Termination.

• 7.1. Term. The term of the Agreement will commence when Reseller checks the “I agree to Wholesale Terms” box on the Site and shall continue in full force and effect for as long as Reseller retains Products purchased through the Site for sale to its Customers (the “Term”). If the Term has expired prior to Reseller placing an additional Order, a new Term will commence upon Reseller’s placement of an Order on the Site and Creatunity’s acceptance of such Order.
• 7.2. Termination. The Agreement and rights granted under the Agreement will immediately terminate upon any of the following: (i) with or without cause upon sixty (60) days’ prior written notice by Creatunity; (ii) at the written election of the non-breaching Party, upon the failure of the other Party within thirty (30) days of written notice to remedy alleged material breach of the Agreement (or to commence and continue diligent corrective action to remedy alleged material breach of the Agreement if such corrective action would reasonably take longer than thirty (30) days and the breach is capable of cure); (iii) written notice of a Party, following the insolvency, bankruptcy, reorganization under the bankruptcy laws, or assignment for benefit of creditors of the other Party; or (iv) upon Reseller’s rejection of any amendments to the Agreement as set forth in Section 8.6 below.
• 7.3. Effect of Termination. Upon termination of the Agreement for any reason: (i) the licenses granted to Reseller hereunder shall immediately terminate, subject to the Post-Term Sale Period below; (ii) all amounts owed to Creatunity prior to such termination will immediately become due and payable; and (iii) each Party will return or, at the request of the other Party, destroy the other Party’s Confidential Information in its possession. Termination of the Agreement will not affect any obligations of the Parties which are intended to survive its termination. Upon Creatunity’s delivery of a notice of termination for no cause (as permitted by Section 7.2), Reseller shall have the right for thirty (30) days from the date the notice of termination is deemed delivered to submit Orders to Creatunity for the Products. In the event of the termination or expiration of this Agreement (except as a result of a breach of this Agreement by Reseller), Reseller shall have a period of six (6) months to sell off its remaining inventory of Products, provided that all such sales shall be in accordance with the terms and conditions of this Agreement (“Post-Term Sale Period”). If any Products previously purchased pursuant to an Order were scheduled to be delivered either during or after the Post-Term Sale Period, the Parties shall meet and discuss in good faith how to accelerate such deliveries, whether to extend the Post-Term Sale Period to account for such additional Products, or whether to cancel such purchases. Immediately upon termination of this Agreement as a result of a breach of this Agreement by Reseller, or upon the conclusion of the Post-Term Sale Period, Reseller shall either return or destroy (as directed by Creatunity) all unsold Products to Creatunity at Reseller’s sole cost and expense.
• 7.4. Survival. All provisions of this Agreement that by their nature are intended to survive the termination or expiration of this Agreement shall so survive, including, without limitation, Sections 1 (Definitions), 2.2 (Non-Exclusivity), 2.3 (Ownership), 2.6 (License Restrictions), 3.2 (Invoices; Payments; Taxes), 4 (Confidentiality), 5.2 (Disclaimer), 6 (Indemnification; Limitation of Liability), 7 (Term and Termination), and 8 (Miscellaneous). 

Miscellaneous.

• 8.1. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Texas, which relate to contracts negotiated, executed and performed within such state, without regard to the conflict of laws provisions thereof, and only the courts sitting in such state shall have exclusive jurisdiction of the Parties for the purposes of adjudicating any disputes under this Agreement. Each Party hereby consents to personal jurisdiction and venue in the federal and state courts in Dallas County, Texas. The Parties further agree that service of process may be accomplished by certified mail, return receipt.
• 8.2. No Waiver. Any failure or delay on the part of either Party in the exercise of any right or privilege hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or privilege preclude other or further exercise thereof or of any other right or privilege. All waivers and consents, if any, given hereunder shall be in writing.
• 8.3. Assignment. Reseller shall not assign this Agreement nor any of its rights, interests, privileges, licenses or obligations hereunder without Creatunity’s prior written permission. Creatunity may assign its rights and obligations hereunder without Reseller’s consent. Subject to the foregoing, any assignment of this Agreement will be binding upon, enforceable by, and inure to the benefit of the Party and their respective successors and assigns.
• 8.4. Severability. In the event that any provision of this Agreement is found to be invalid, voidable or unenforceable by any court of law with competent jurisdiction, the Parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall not affect either the validity of this Agreement or the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.
• 8.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
• 8.6. Amendments. Creatunity may amend the terms of this Agreement at any time and in its sole discretion with advance notice to Reseller. Following any amendment to this Agreement, Reseller must either accept the current version of the Agreement or immediately terminate its account. Reseller’s continued use of the Site after any amendment to the Agreement shall constitute Reseller’s acceptance of the Agreement as amended.
• 8.7. Notices. Unless otherwise provided in this Agreement, all notices, requests, consents and other communications required or permitted under this Agreement will be in writing and will be sent to each Party at the address set out in the signature boxes of this Agreement as may be amended from time to time as provided by the relevant Party. All notices will be sent reputable overnight courier or by e-mail with receipt confirmation. All such notices shall be deemed received the day after deposit or transmission, as applicable.
• 8.8. Export Controls. Reseller acknowledges that the Products may be subject to export controls imposed by U.S. laws and relations. Reseller agrees to comply with the U.S. Foreign Corrupt Practices Act and with all export laws and restrictions and regulations that The Department of Commerce or other United States or foreign agency or authority, and not to knowingly export, or allow the export or re-export of any Confidential Information, the Products, or derivative work thereof, or any copy or any direct product thereof in violation of any such restrictions, laws or regulations, or to Cuba, Libya, North Korea, Iran, Iraq, Uganda, Serbia or Rwanda or to any Group D: I or E:2 country (or any national of such country) specified in the then current Supplement No. I to Part 740, or in violation of the embargo provisions in Part 746 of the U.S. Export Administration Regulations (or any successor regulations or supplement), except in compliance with all licenses and approvals required under applicable export laws and regulations, including, without limitation, those of the U.S. Department of Commerce.
• 8.9. Publicity. Neither Party shall issue any press release relating to the relationship of the Parties under the Agreement without the written consent of the other Party.
• 8.10. Force Majeure. Notwithstanding anything in this Agreement to the contrary, neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, pandemics, war, governmental action, the failure of third party vendors to provide necessary data for any reason, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such Party. In every case the delay or failure to perform is beyond the control and without the fault or negligence of the Party claiming excusable delay, the Party claiming excusable delay must promptly notify the other Party of such delay. Performance times under this Agreement, other than payment of Fees, shall be considered extended for a period of time equivalent to the time lost because of any delay which is excusable under this Section; provided, however, that if any such delay continues for a period of more than thirty (30) business days, the Party not claiming excusable delay shall have the option of terminating this Agreement upon notice to the Party claiming excusable delay.