Terms of Service for Creators

These Terms of Service, which we’ll refer to simply as the “Terms”, set out the rules by which you may use our Services (which are defined below). The Terms explain how our Services work and provide you with a list of the “dos and don’ts” when using them. These Terms are more than just rules though – they form a legally binding contract between us and you that you accept when you click on the box marked “I agree”. Please read through this document carefully and make sure these Terms are acceptable to you. If you don’t agree to any of these Terms, do not click “I agree” and do not continue using the Services. If you have any questions, please don’t hesitate to contact us at support@sproutparental.com.

As long as you are in compliance with the conditions of these Terms, and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Services (defined below). No rights not explicitly listed are granted.

1. The Basics

1.1. Key Terms

1.1.1. We are Sprout Good Habits, Inc., and we’ll refer to ourselves as “Sprout,” “us,” “our,” or “we.” Our offices are located at 1111B S Governors Ave STE 28408, Dover, DE 19904, USA.

1.1.2. Sprout offers access to AI-based Assistants available through a mobile app (“App”), designed to help parents support their children in developing habits, independence, and confidence through interactive experiences and proprietary educational materials provided by Creators (together with the App, the “Services”).

1.1.3. When we use the term “you,” we mean anyone using our Services as a Creator (as defined below). If you are registering for the Services on behalf of a company or organization, the term “you” is also meant to refer to that company, where it makes sense from the context. When we mean to refer only to your company or organization, we’ll use the term “Customer.”

1.1.4. If the Customer with which you are associated has signed a separate agreement with us to use our Services, we’ll refer to that agreement as the “Customer Agreement.” If there is a conflict between these Terms and the Customer Agreement, the terms of the Customer Agreement will override these Terms.

1.2. Privacy

When you use our Services, including when you provide us with any materials, we collect Personal Data (as defined in the Privacy Notice) about you. Check out our Privacy Notice at app.sproutgoodhabits.com/legal/privacy for details about the types of Personal Data we collect, what we do with it, the security measures we use to keep it safe, and the rights you have regarding your Personal Data.

1.3. Changes to these Terms

We may update these Terms from time to time and will post the updated version on this page with the date it was published. Please check this page occasionally to make sure you’re aware of the Terms that apply to you. We will notify you by email (if provided) if we make any material changes before the updated Terms take effect. If you continue to use our Services after we update the Terms, or by any other legal means of consent, that means that you agree to and accept the updated version.

2. Our Services

Subject to these Terms and the Customer Agreement, Sprout allows you to use the Services on a non-exclusive basis as a Creator for your own / the Customer’s internal business purposes. Please note that any use of the Services in any capacity other than as a Creator shall be governed by Sprout’s applicable Terms of Service.

2.1. Through the Services, content creators, such as educators, teachers and coaches (collectively, “Creators”) can share materials tailored to children and have them turned into learning spaces that include video lessons, interactive experiences and games, and AI-based features (“Assistant”). Sprout shall cooperate with you to facilitate and optimize your Assistant, including with respect to any AI features in connection therewith. Any improvements or optimizations to the Services, the Assistant infrastructure, or the underlying AI features are part of the Services, are owned by Sprout, and are provided at no additional fee.

2.2. Through their Assistant, Creators can monitor, track, interact, and access certain performance data, insights, and metrics in connection with the Assistant. As a Creator, you may only have access to non-identifiable user information. Sprout prioritizes safety and privacy, and implements measures to ensure that children’s data remains secure and undisclosed. You hereby agree not to attempt to obtain Personal Data about Sprout’s users, including by decompiling or analyzing accessible information to identify any user. You hereby agree to promptly report to us if you suspect that one or more Sprout users’ identities have been uncovered.

2.3. Creators can earn revenues in connection with the Services as outlined below:

2.3.1. Affiliate Fees from Classes. Creators can earn affiliate fees for each family that signs up for Sprout and retains a paid subscription attributed to a class where the Creator is present. Each class is associated with a single Creator.

2.3.2. Affiliate Fees from Social Media Referrals. Creators are eligible to earn affiliate fees from user subscriptions generated through links or tokens associated with the Creator.

2.3.3. Per-Usage Fees. Creators are entitled to receive per-usage fees based on usage of their Assistant.

3. User Accounts

3.1. Creating an Account

In order to use the Services, you will need to create an account. You can also register by logging in through your Google, Apple, or other supported third-party account. You may only do so if that third-party account is yours and you have the right to use that account with our Services.

3.2. Reservation of Rights

Subject to applicable law, Sprout may refuse to open an account for any individual or entity at its sole discretion.

3.3. Unauthorized Use

You agree to notify us immediately of any unauthorized use of your account. You are solely responsible for all activity on your account, even if that activity was not actually performed by you. To the fullest extent permitted by applicable law, Sprout will not be responsible for any losses or damage arising from unauthorized use of your account. While we reserve the right to investigate suspected violations of these Terms or illegal or inappropriate behavior through the Services, we cannot guarantee that we will learn of or prevent any inappropriate use of the Services.

4. Fees

4.1. Sprout will remit payments to you as outlined in the App for any revenue-generating activities associated with the Services, as detailed in section 2.3 above. Sprout will issue a quarterly statement of amounts payable; payments will be processed quarterly and will be issued within 30 days from the statement date, by bank transfer or through a third-party payment processor, in accordance with applicable laws, including with respect to tax withholding. You are not required to issue invoices to Sprout.

4.2. You are solely responsible for managing all applicable tax obligations and financial implications arising from payments received from Sprout.

5. Use Restrictions

5.1. You may not do or attempt to do or allow a third party to do any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the code or software used to provide the Services, including framing or mirroring the Services; (2) copy, modify, or distribute the Services; (3) circumvent or interfere with security-related features of the Services or features that restrict use of or access to any Content (as defined below); (4) use any robot, spider, site search or retrieval application, or any other process to retrieve, index, and/or data-mine the Content or otherwise circumvent the navigational structure of the Services; (5) use another’s account without permission; (6) remove, alter, or conceal any copyright, trademark, service mark or other such notices incorporated in the Services; (7) obtain Personal Data about Sprout’s users; or (8) use the Services in any manner not permitted by applicable law, including all applicable export laws and regulations to (re)export the Services and/or any related materials in violation of such laws or use in countries subject to sanctions under applicable law.

5.2. You may not use our Services if doing so is unlawful. We will cooperate with any law enforcement authorities or court orders requesting that we disclose the identity, behavior, or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.

6. Representations

By accepting these Terms, you represent that: (a) you are at least 18 years old and have the ability to form a binding contract; (b) your use of the Services will not violate any applicable law or any obligation you have to a third party; (c) all the registration information you submit is and will remain truthful and accurate; (d) you have all necessary rights, consents, and licenses needed to provide any User Content that you provide; and (e) our use of your User Content as allowed under these Terms will not cause us to infringe the rights of any third party. If you are registering on behalf of the Customer, you further represent that you are authorized to bind the Customer to these Terms. You also represent that the Customer is duly organized under applicable law, it has the authority to enter into these Terms, and that by doing so and using the Service, it will not be in conflict with any obligations it has to any third party or any legal requirement.

7. Intellectual Property

7.1. Our Property

We retain all worldwide intellectual property rights, title, and interest in our App and our Services, including their overall appearance and any text, graphics, designs, videos, interfaces, and underlying source files of the Services, any Content we provide, and our name, trademarks, and logos. In some cases, we have obtained the right to use certain elements of our Services from others and in that case, those elements are owned by their respective owners. Even though we’re allowing you to use our Services, that doesn’t mean that we’re transferring ownership or any other rights to you or that we’re allowing you to use our name, any trademarks, logos, or similar property as your own.

7.2. Your Property

When you provide User Content through the Services, that content remains yours. By providing User Content, you hereby grant us a perpetual, irrevocable, transferrable, sub-licensable (through multiple tiers), non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such User Content, including without limitation distributing part or all of the User Content in any media format through any current (or yet to be created) media channels. If you provide us with any feedback regarding our Services, you hereby, irrevocably grant us all rights, title, and interest in and to such feedback for no additional consideration. If you delete any content you provided to Sprout in connection with the Assistant, Sprout will remove it from public-facing areas of the App within a reasonable timeframe.

7.3. AI Training

Sprout may use your content (including User Content) to improve the applicable Assistant, and create AI features, including conversational AI features, within the applicable Assistant. Sprout will not use such content to train any other AI models, including any general-purpose AI systems.

8. Content and User Content

8.1. Definitions

We may provide certain materials, such as images, articles, posts, videos, and reports through the Services and may also allow you and other users to provide certain types of material, such as images, photos, pictures, videos, reports, comments, and feedback. “User Content” means materials you provide and “Content” means any content available through the Services, including User Content that may be provided by other users.

8.2. User Content Restrictions

You are and shall remain at all times fully and solely responsible for any User Content that you provide. You may not provide any User Content or act in any way that:

1. violates the legal rights of others, including defaming, abuse, stalking or threatening others;
2. infringes (or results in the infringement of) the intellectual property, moral, publicity, privacy, or other rights of any third party;
3. is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or involving any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
4. does not comply with any applicable laws, rules, or regulations;
5. restricts or inhibits use of the Services;
6. posts, stores, transmits, offers, or solicits anything that contains the following, or that you know or should know contains links to the following or to locations that in turn contain links to the following:
   • material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such causes);
   • material that is racially or ethnically insensitive, defamatory, harassing or threatening;
   • pornography or obscene material;
   • any virus, worm, trojan horse, or other harmful or disruptive component; or
   • anything that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law or regulation, or is otherwise inappropriate or offensive.

8.3. User Content and Conduct Standards

Notwithstanding anything to the contrary, you are required to ensure that any User Content you upload, share, or otherwise make available in connection with the Services is appropriate for children, including in terms of language, themes, and imagery, and aligns with our purpose of providing quality educational materials through the App. Without derogation from the above, all such content must comply with applicable laws and regulations. When providing User Content, you agree to conduct yourself in a respectful and appropriate manner. This includes, but is not limited to, refraining from abusive, threatening, or harassing behavior, personal attacks, discrimination, or the use of offensive language. Please note that if you interact with others or share User Content, it may be possible for others to obtain Personal Data about you. We have no control over how others use this data and are not responsible for such use. We reserve the right to monitor (but have no obligation to do so) user interactions and User Content and to take any necessary action, including, without limitation, suspending or terminating the accounts of users who do not comply with these Terms.

9. Copyright – DMCA

You may not post User Content that violates another’s intellectual property rights. As the provider of your User Content, you are responsible for ensuring, to the best of your ability, that the User Content is non-infringing. If we are notified that certain User Content violates intellectual property rights, we may remove that User Content at any time and at our sole discretion, without notifying you, in accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”). We reserve the right to take any additional measures we deem appropriate, including suspending and/or terminating your account. If you believe that something appearing on the Services/App infringes your or another’s intellectual property rights, please notify us at dmca@sproutparental.com. If you believe that a notice has been wrongly filed against you, you may send us a counter-notice to the address above. Please note that notices and counter-notices must meet the DMCA’s requirements and that there can be substantial penalties for false claims under the DMCA. We suggest consulting with your legal advisor before submitting a notice or counter-notice. Below is the contact information for our DMCA Agent:

Ze’ev Rosenstein
Sprout Good Habits, Inc., 1111B S Governors Ave STE 28408, Dover, DE 19904, USA
dmca@sproutparental.com

10. Indemnification

10.1. You agree to indemnify, defend, and hold harmless Sprout, its affiliates, and its/their respective directors, officers, employees, subcontractors, and agents from and against any claim, damage, or loss, including reasonable court costs, attorneys’ fees, and any fines (collectively, “Claims”) that may be incurred, that arise directly or indirectly from your: (a) breach of these Terms, including any of your representations or warranties, whether by you or by anyone using your account or device, and whether or not that use was authorized by you; (b) use or misuse of the Services; (c) violation of any law or regulation, including breach of applicable data protection laws; and/or (d) infringement of any right of any third party.

10.2. We shall: (i) provide you/the Customer with written notice of a Claim promptly upon becoming aware thereof; (ii) allow the you/the Customer to control the defense and settlement of the Claim, provided that no settlement may be entered into without our consent if such settlement would require any action on our part and further provided that we may engage our own counsel at our own expense; and (iii) reasonably cooperate with you/the Customer, at your/the Customer’s expense, in the defense and settlement of the Claim.

11. Disclaimers

11.1. Disclaimer of Warranties

EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICES, THE APP, AND ANY CONTENT IN THE FOREGOING, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. OTHER THAN THE WARRANTIES MADE EXPLICITLY IN THESE TERMS, WE DO NOT MAKE ANY ADDITIONAL WARRANTIES (IMPLIED, STATUTORY, OR OTHERWISE) ABOUT THE APP, SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL BE MERCHANTABLE, FIT FOR A SPECIFIC PURPOSE, BE OF GOOD QUALITY, FIT FOR ANY PARTICULAR PURPOSE, ACCURATE, OF GOOD TITLE, SUITABLE FOR A SPECIFIC NEED, ERROR-FREE (OR THAT ERRORS WILL BE CORRECTED), RELIABLE, SECURE, COMPLETE, NON-INFRINGING, OR THAT THE SERVICES WILL BE PROVIDED IN A TIMELY MANNER. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

11.2. Third Parties

We cannot control the functionality of services provided by third parties, including any App Store (as defined below) and any vendor or payment processor, and assume no responsibility for any telephone or network line failure or interruption, or traffic congestion on the internet or on the Services themselves. We cannot control the actions of bad actors and do not guarantee that we will successfully prevent unauthorized access to or alteration of the Services. The Services may contain links to third-party websites, services, and/or materials. Such links are provided for informational purposes only, and we do not endorse any third-party website or services through the provision of such a link, nor do we promote or endorse any App Store. The Services may also contain articles, text, imagery, video, audio, data, information and other similar materials originating from third parties, including users other than you. We do not endorse any third party, including the App Stores, or third-party content that may appear on the Services or that may be derived from content that may appear on the Services, even if such content was summarized, collected, reformatted or otherwise edited by us.

11.3. Users

We cannot anticipate or control the actions or inactions of anyone else, including our clients, users, or unauthorized users. Therefore, WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), THAT ARE NOT SOLELY DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

11.4. User Content

User Content comes from sources outside of our control, we take no responsibility for the accuracy, usefulness, safety, appropriateness, or non-infringement of any User Content; your use of any User Content is at your own risk. We do not endorse any opinions or recommendations expressed in any User Content. We have no obligation to display or maintain any User Content and may remove it without notice to you and for any reason.

11.5. Data Retention

We are not a data retention service. It is your sole responsibility to back up any data you provide to us. If data you provide to us is lost or corrupted for any reason, we shall not be responsible for any damage or loss you experience if you are unable to recover that data.

11.6. Making Content Available to Third Parties

Creators are exclusively responsible for any and all content they submit, upload, or otherwise make available through the Services, as well as for any interactions, offerings, communications, transactions, or consequences that may result from or relate to such content. Sprout shall not be deemed a party to any relationship, arrangement, or dispute between a Creator and any third party (including other users) arising from or in connection with the Creator’s content.

11.7. Beta Version

Note that the App is currently provided in its beta version, the features of which have not been fully implemented or refined. As with any beta version, the App currently constitutes a work in progress and as such, there may be unresolved issues. Unless you are comfortable using beta software and understand the implications of doing so, please do not use this beta version of the App.

11.8. AI Features

Please note that, due to the nature of artificial intelligence technology, Sprout cannot guarantee the accuracy or the reliability of the output generated by the AI features associated with your Assistant. The results may vary based on a variety of factors, and Sprout expressly disclaims all warranties, whether express or implied, with respect to such output, to the maximum extent permitted under applicable law. Sprout will not be liable for any damages resulting from reliance on the responses provided by the conversational AI features, including any reputational harm you may incur in connection with such responses.

11.9. In light of the above, you understand that using the Services entails some degree of risk. When you choose to use the Services, you do so at your sole discretion and risk. Some jurisdictions do not allow the exclusion of certain warranties and therefore some of the above exclusions may not apply to you. Check your local laws for any restrictions regarding the exclusion of implied warranties.

12. Limitation of Liability

12.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPROUT (AND ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, OR SUBCONTRACTORS) SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SPROUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. OUR MAXIMUM AND AGGREGATE LIABILITY UNDER THESE TERMS AND UNDER ANY CAUSE OF ACTION WILL NOT EXCEED A CUMULATIVE AMOUNT OF USD $500, PROVIDED, HOWEVER, THAT OUR AGGREGATE LIABILITY WITH RESPECT TO ANY BETA VERSION OR FEATURE SHALL NOT EXCEED $0.

13. Term and Account Termination

13.1. Term

These Terms will take effect when you accept them and shall continue in full force and effect until they are terminated in one of the ways described below.

13.2. How to Terminate Your Account

You may request termination of your account (and, by association, these Terms) at any time through your account settings or by sending an email to support@sproutparental.com. We will process your request promptly after receiving your notice and notify you once termination is complete.

13.3. Termination by Sprout

We reserve the right to suspend or terminate your account (and, by association, these Terms) at any time and for any reason by providing three days’ prior notice. We also have the right to suspend or terminate your account (and, by association, these Terms) immediately if: (i) the Customer Agreement is terminated for any reason; (ii) you violate the letter or spirit of these Terms; or (iii) you engage in fraudulent, abusive, or illegal behavior or harass or harm other users, third parties, or our business interests. In case of termination by Sprout, you will have the opportunity to export your User Content for a period of 30 days following termination. If your account is terminated, you may not rejoin by opening a new account without our permission. If the Customer Agreement has terms about term and termination, those will govern with regard to termination of the Customer’s Enterprise Account.

13.4. Survival

Even if your account is terminated, you will still be bound by the sections of these Terms which, by their nature, are meant to survive termination, including, but not limited to the payment of any fees which accrued prior to termination.

14. Application Marketplace

The App may be subject to additional third-party terms relating to the marketplace or store from which the App was downloaded (“App Store”). The third parties providing such marketplaces may be beneficiaries of these Terms, pursuant to the marketplace’s Terms.

14.1. The following terms apply if you downloaded the App from the Apple App Store:

14.1.1. Apple Inc. (“Apple”) is not a party to these Terms and is not responsible for the App.

14.1.2. Your license to use the App is not transferrable and is limited to use on iOS products that you own or control, and as permitted by the Usage Rules in the App Media Services Terms and Conditions, except as permitted via Family Sharing, volume purchasing, or Legacy Contacts (each such term as defined by Apple in its respective terms).

14.1.3. In the event of a failure to conform to any applicable warranty (if any warranty is applicable), you may notify Apple, and Apple will refund the purchase price for the App to you (if you paid any). Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, will not be at Apple’s responsibility.

14.1.4. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.

14.1.5. Apple will not be responsible for the investigation, defense, settlement, or discharge of a claim that your use of the App infringes a third party’s rights.

14.1.6. Apple and its subsidiaries are third party beneficiaries of these Terms and Apple will have the right to enforce these Terms against you as a third-party beneficiary. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

15. Publicity

During the Term, we may, with your (or the Customer’s, as applicable) prior consent, refer to you or the Customer as a Sprout creator or customer and display the applicable name and logo on our website and in other marketing materials.

16. Force Majeure

We will not be liable for any default or delay in our performance of our obligations under these Terms to the extent caused by a natural disaster, act of God, act of war or terrorism, riot, third-party labor strike, pandemic, or other similar occurrence beyond our reasonable control, provided that we make reasonable efforts to comply with our obligations despite the occurrence. We shall, as soon as reasonably practicable, notify you of the occurrence.

17. Notices

To provide an official notice in accordance with these Terms, either we or you may send a notice by courier, registered mail, or by email to the addresses we provide to each other. Either party may assume its notice has been received: one (1) business day following delivery by courier, four (4) business days following delivery by registered mail, and one (1) business day after email transmission.

18. Governing Law and Jurisdiction; Arbitration

You agree that any claim or dispute arising out of or relating in any way to the Services will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms. The laws of the State of Delaware shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and us shall have one (1) arbitrator.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Sprout Good Habits, Inc., 1111B S Governors Ave STE 28408, Dover, DE 19904, USA.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in Wilmington, Delaware. Payment of all filing, administration and arbitrator fees will be paid by the party initiating arbitration. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

You and Sprout agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Sprout agree that each have waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights, or to collect unpaid amounts.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Services, or to us, may only be brought by you in a State or federal court located in Wilmington, Delaware. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN DELAWARE.

19. General

These Terms and the Customer Agreement constitute the entire agreement between us and you regarding our Services, and these Terms supersede and replace any and all other agreements existing between us regarding the Services. We may assign our rights and obligations in these Terms to any third party. You may not assign any of your rights or obligations in these Terms to anyone else and any attempt to do so will be void. If either party waives any rights regarding any breach or default of these Terms, that waiver shall not be deemed to waive any other breach or default. You hereby agree that we would be irreparably damaged if these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws. In the event that a court rules that a provision of these Terms is unenforceable, that provision shall be replaced with an enforceable provision which most closely achieves the effect of the original and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between us and you, and nothing in these Terms enables you to act on our behalf.