Terms of Service
Last updated: July 21, 2025
IMPORTANT - READ CAREFULLY: This is a binding contract between Livingwell Group, Inc. (“Livingwell”, “we”, “our”, or “us”) and the natural person who places an Order according to our then-current online ordering processes (“Customer”, “you”, or “your”). These Livingwell Terms of Service (the “Terms of Service”) govern the products, services, or offerings that Livingwell makes available to you for personal use and access (collectively, “Services”). Livingwell and the Customer are sometimes referred to individually as a “Party” and together as the “Parties.” The Terms of Service together with any Order that expressly references the Terms of Service (including any schedules, annexes, etc.) shall collectively be referred to as the “Agreement.” All defined terms include both plural and singular.WHEN A CUSTOMER CLICKS “I ACCEPT” BUTTON DURING THE ONLINE ORDERING PROCESS, OR IF A CUSTOMER OTHERWISE ACCESSES OR USES THE SERVICES, OR AUTHORIZES OR PERMITS ANY USERS TO ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE SUBSCRIPTION TERMS, PLEASE DO NOT USE THE SERVICES.
USER QUALIFICATIONS: BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU ARE OVER THE AGE OF 18 TO FORM A BINDING CONTRACT WITH US.
NO LEGAL ADVICE. THE INFORMATION PROVIDED AS PART OF YOUR USE OF AND ACCESS TO THE SERVICES IS FOR PERSONAL, INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE LEGAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE. CERTAIN STATES MAY NOT RECOGNIZE RUFADAA AS DESCRIBED IN SECTION 1.3 BELOW. PLEASE CONSULT YOUR ESTATE PLANNING ATTORNEY IF YOU ARE A RESIDENT OF LOUISIANA OR MASSACHUSETTS BEFORE AND AFTER YOU PLACE AN ORDER.
ARBITRATION NOTICE: THESE SUBSCRIPTION TERMS CONTAIN AN ARBITRATION PROVISION IN THE “GOVERNING LAWS; DISPUTE RESOLUTION” SECTION BELOW THAT REQUIRES BOTH PARTIES TO RESOLVE DISPUTES BY BINDING ARBITRATION INSTEAD OF IN COURT. IN ARBITRATION, CLASS ACTIONS AND JURY TRIALS ARE NOT PERMITTED. THEREFORE, PLEASE REVIEW THE DISPUTE RESOLUTION SECTION CAREFULLY, AS IT GOVERNS AND AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH US.
In consideration of the mutual covenants and terms set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Services
SUMMARY: Here's how you place a subscription order to use our Services and set up your Account to designate Trusted Recipient of your digital assets.- 1.1 Services; Ordering Processes. You may place a subscription order electronically to purchase our subscription-based Services when you follow our then-current online ordering processes. Upon your registration of your user accounts (“Account”), you will then select the applicable Services, the Initial Subscription Period, and other information relating to your subscription of the Services (the foregoing information available for your consent and approval at the point you make the purchase is collectively known as the “Order”) and electronically execute the “Designation of Digital Executor” form described in Section 1.3 below. Upon acceptance of your Order, we will provide the selected Services in the Order during the applicable Subscription Period. You agree to access and use the Services in accordance with the Terms of Service for your own personal and individual use (unless otherwise provided in the terms for the Livingwell core plan). Individual user accounts may not be shared among multiple individuals.
- 1.2 Core Plan Users: If you elect to use Livingwell Core (where you order multiple lockboxes to store your digital assets and those of other individuals), you may be able to create and assign user accounts for other members of the core plan or view-only account plan. By creating any account(s) for other authorized members, you represent and warrant that you have the legal right to do so and are consenting to our processing of personal data of and for all members of your core plan, as described in the Livingwell Privacy Policy, including any members who may be a minor. You agree to be responsible for the activities of the other members of your core plan and their compliance with these Terms of Service. You are responsible for any acts or omissions of individuals that access the Services as a result of the core or view-only plan offering as if those acts or omissions were your own. Any reference to “you” or “your” shall expressly include such authorized members of the core plan.
- 1.3 Access to Customer Content upon your death or incapacitation. During the ordering processes, you will set up one or more digital storage units (known as the “Lockbox”), upload Customer Content (as defined in Section 4 below), and designate (i) trusted recipient(s), who will receive your Customer Content stored in your Account subject further to identity verification requirements (“Trusted Recipient”); and (ii) other individuals, who facilitate the access to your Customer Content (“Recovery Contact”). You agree that you will provide complete, current, and accurate information about yourself, Trusted Recipient, and Recovery Contact as requested, and that you will keep that information up to date when you access or use the Services and during the Subscription Period.
- (a) Additional Form for Your Signature. In addition, you will be required to sign a document to designate digital executor of your Customer Content, which constitutes “digital asset” governed by the Revised Uniform Fiduciary Access to Digital Assets Act (“RUFADAA”). Such document is known as the "Designation of Digital Executor Form" and is separate and independent from this Agreement. Under the RUFADAA, the Services under this Agreement is known as an “online tool” that allows you to designate a Trusted Recipient or otherwise provide directions for identifying alternative Trusted Recipient(s). You may access the Services at any time to modify your designation of Trusted Recipient or other related instructions.
- (b) RUFADAA compliance. Pursuant to the RUFADAA, your directions expressed in your Account setup and the "Designation of Digital Executor" form will take precedence over a will, trust, power of attorney, or other written records (collectively, the “Estate Planning Documents”), which shall further take precedence over any online terms of service of other platforms where you maintain your digital assets.
- 1.4 Services Changes. We may, at our sole discretion, modify or discontinue the Services from time to time. We may make certain premium features or additional functionalities available for an additional cost.
- 1.5 Non-Livingwell Applications and Services. Your use of any third-party applications, services, or products, which are licensed to you, for use in connection with the Services (“Third-Party Product”), and any exchange or transfer of any information between you and any third-party provider (“Third-Party Data Transfer”) is solely between you and the applicable third-party provider. If you choose to use a Third-Party Product with the Services, you grant Livingwell permission to allow the Third-Party Product and its provider to access Customer Content for the interoperation of that Third-Party Product with the Services. We make no warranties of any kind and assume no liability for your use of such Third-Party Products or acts or omissions in connection with any such Third-Party Data Transfer.
Use Restrictions
SUMMARY: We need to set house rules on what you can and cannot do using our Services.- 2.1 You shall not use the Services: (a) copy, modify, or create derivative works or improvements of the Services, or information regarding the Services and our business, product roadmap information, and specifications and requirements for Services configuration (“Documentation”), in whole or in part; (b) distribute, republish, download, display, post, or transmit any portion of the Services; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any Services or any part thereof; (d) refer to or otherwise use any part of the Services as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those of Services; (f) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice in the Services, or other mechanism that obscures any of the foregoing, infringes or misappropriates Livingwell’s Intellectual Property Rights, or could confuse other individuals as to Livingwell’s rights in the Services; (g) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess, access, or utilize any portion of the Services without the express prior written consent of Livingwell; (h) use the Services to store, receive, or distribute any information or data that contains, transmits, or activates any virus, worm, malware, or other malicious computer code, interfere with or disrupt the integrity or performance of any Services, or otherwise violates any applicable laws; (i) access or use the Services for the purposes of conducting competitive analysis of the Services, developing, improving, or distributing any products or services that would compete with the Services, or otherwise building, training, or configuring any artificial intelligence model not provided by Livingwell; (j) violate the rights of others, or in a way that could harm or otherwise impair the Services or anyone else’s use of them; (k) otherwise violate additional Livingwell user guidelines as available on https://livingwellplatform.com/user-guidelines/; and/or (l) attempt to or assist any individual or entity in attempting to do any of the foregoing. THIS SECTION APPLIES EVEN WHEN YOU ACCESS THE LIVINGWELL WEBSITE OR DOMAIN WITHOUT PLACING AN ORDER FOR SUBSCRIPTION-BASED SERVICES.
- 2.2 Without limiting any of our other rights under the Terms of Service, your actual or suspected violation of the terms in this Section 2 may result in our suspension of your use of the Services. We will suspend your use of the Services only to the extent, and for the time period, necessary to address such violation. Unless we believe an immediate suspension is required, we will provide reasonable notice before suspending your use of the Services. We may seek all reasonable legal remedies available to us if a violation of this Section continues and remains uncured upon your receipt of our written notice. We may suspend your access to the Services if you or your authorized members are using the Services in a manner that is likely to cause harm to us or our other users, or if we have reasonable grounds for suspecting any illegal, fraudulent, or abusive activity.
Proprietary Rights
SUMMARY: We need to respect each other’s intellectual property rights.- 4.1 Services and Documentation. We shall retain all right, title and interest in and to (a) the Services, including any modifications, upgrades, and enhancements, and related Documentation; (b) Livingwell’s Confidential Information; and (c) all Intellectual Property Rights (including Livingwell Marks) related to any of the foregoing, including the designs, look-and-feel, combinations of colors, user interface, and the source code (together, “Livingwell Properties”). All other rights in and to the Services, Documentation, and other offerings developed by Livingwell now or in the future are expressly reserved by Livingwell. You agree that you will not use or register any trademark, service mark, business name, domain name, or social media account name or handle which incorporates in whole or in part the Livingwell Marks or is similar to any of these. You agree that we own any feedback about the Services that you voluntarily share with us and may freely use such feedback without any restrictions or compensation to you. For purposes of this Agreement, “Intellectual Property Rights” or “IPR” include, but are not limited to, (i) copyrights, (ii) trademarks, service marks, logos, trade names (including internet domain names) (together, “Marks”), (iii) patents (subsection (i)-(iii), whether registered or unregistered), and (iv) trade secrets, processes methodologies, inventions, know-how, rights in design, and any other proprietary rights of any kind and all rights to enforce the foregoing.
- 4.2 Customer Content. As used in the Terms of Service, “Customer Content” includes any usernames, passwords, secure notes, files, documents, or other digital assets that is submitted to or uploaded to the Services (e.g., manually or via other functionality) by or on behalf of you (including other account users under the bundled plan) to your Livingwell Vault(s) in connection with your use of the Services. As between the Parties, you are and will remain the sole owner of all rights, title, and interest in and to all Customer Content, including all Intellectual Property Rights relating thereto.
- 4.3 Usage Data. During the Subscription Period, you grant Livingwell the right to collect and process any data or statistics associated with or generated in connection with your use of the Services (“Usage Data”) to analyze your usage of and interaction with the Services for providing or improving the Services. Livingwell may use anonymized, aggregated Usage Data for benchmarking or other internal purposes, including generating reports regarding Service performance and usage trends.
Data Security
SUMMARY: Your information is important to you and us. Let’s work together to keep it confidential, safe, and secure.- 5.1 Privacy. Our processing of your personal data is governed by the privacy policy (https://livingwellplatform.com/privacy).
- 5.2 Account Security. You agree to safeguard your password that you use to access the Services and not to disclose it to any third parties. We are not liable for any losses that you may incur if you fail to properly secure your master password or account or activate additional identity authentication measures made available to you through your account settings. We reserve the right to cooperate with local, state, provincial and national authorities in investigations of improper or unlawful activities and this may require the disclosure of your personal data. We may also report to other organizations about improper or unlawful activities by our users, and this reporting may include disclosure of personal data relating to those individuals conducting such improper or unlawful activities.
- 5.3 SMS Text Message or Other Communications. In connection with your Account registration, you may sign up to receive calls or text messages (SMS and MMS) from us or authorized third parties through registration, texting a designated shortcode, or scanning any QR code made available to you through our Services. BY SIGNING UP FOR INTERACTIVE MESSAGING (INCLUDING SMS AND MMS), YOU AGREE AND CONSENT TO RECEIVING MESSAGES AT THE TELEPHONE NUMBER YOU PROVIDE DURING REGISTRATION, EVEN IF IT IS ON ANY DO-NOT-CONTACT LIST (INCLUDING ANY CORPORATE, STATE, OR FEDERAL DO-NOT-CONTACT LIST). You represent and warrant that you are eighteen (18) years of age or older and the primary owner of the telephone number provided. You understand and acknowledge that such calls or text messages may be for telemarketing and advertising purposes relating to your use of or access to the Services. You understand and acknowledge that such messages may be sent by us or our third-party service providers using an automatic telephone dialing system or other automated means (e.g., automated text and/or artificial and/or pre-recorded messaging). Message and data rates may apply. MESSAGE FREQUENCY VARIES AND MAY BE SENT AT ANY TIME OF DAY, INCLUDING ON WEEKENDS OR HOLIDAYS. Unsubscribe at any time by replying stop or clicking the unsubscribe link (where available). Text help for help.
Term and Termination
SUMMARY: Your subscription starts when you place an Order for the subscription-based Services and renews each year unless you cancel. Either side can terminate for cause if there is a material, uncured breach or for other serious reasons. After termination, your access stops and your data is deleted (other than the limited information that you had been a user of Livingwell).- 6.1 Subscription Period. This Agreement takes effect on the date you submit your Order or otherwise access our Services (“Effective Date”) and will remain in effect for as long as there is an Order that has a Subscription Period in effect or whenever you access our Services unless terminated earlier pursuant to the Terms of Service. The initial duration of your use or access of the subscription-based Services through placing an Order commences upon the Effective Date and will continue for the duration you select during the process when you place that Order (“Initial Subscription Period”). To the extent permitted by laws, each Order will automatically renew for additional successive one-year period(s) unless either Party gives the other Party written notice of non-renewal at least 60 days prior to the expiration of the then-current term (each, a “Renewal Subscription Period”). The Initial Subscription Period and Renewal Subscription Period are collectively referred to as “Subscription Period.” You may provide notice of non-renewal at any time through updating the Account settings or emailing terms@livingwellplatform.com (with subject line “Non-renewal”).
- 6.2 Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if (i) the other Party materially breaches the Terms of Service or that Order, and such breach remains uncured 30 days after your receipt of written notice; or (ii) the other Party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. We may suspend or terminate your account if we have reason to believe you have violated Section 2 (Use Restrictions) including any community guidelines, Section 4 (Proprietary Rights), or other material terms of this Agreement that pose imminent or material harm to the Services or other users.
- 6.3 Effect of Expiration or Termination. Upon any expiration or termination of the Terms of Service or an Order, as applicable, except as expressly otherwise provided in the Terms of Service, (a) all rights, licenses, consents, and authorizations granted by either Party to the other under the Terms of Service will immediately terminate; and (b) We shall permanently erase all Customer Content no later than 90 days following the termination and expiration unless we are otherwise required to retain a limited amount of information about your use of our Services for compliance with applicable laws or for defense of our rights against legal claims. Following the termination, your access to the Services will be terminated and you shall immediately cease all use of any Services and Documentation.
- 6.3 Surviving Terms. Sections 3 (Fees; Payment Term), 4 (Proprietary Rights), 6.3 (Effect of Termination), 8 (Risk Allocation), 9 (Governing Laws; Dispute Resolution), and 10 (General Information; Miscellaneous) of the Terms of Service will survive any termination or expiration of the Terms of Service.
Risk Allocation
SUMMARY: We need to manage our risks. If you suffer any losses as a result of your use of or access to our Services, our liability is limited to the amount that we have earned during the last 12-month period.- 8.1 Indemnity. You will indemnify and defend us against any third party claim resulting from a breach of Sections 2 (Use Restrictions), 5.2 (Account Security), or 7.1 (Your Representations, Warranties, and Covenants), or any claims alleging that any Customer Content infringes upon any third-party IPR, and you agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. We will promptly notify you of any claim and cooperate with you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) we may join in the defense with our own legal counsel at our own expense.
- 8.2 EXCLUSION OF DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LOSS OF PROFITS, BUSINESS, BUSINESS OPPORTUNITIES, REPUTATION, TURNOVER OR REVENUE, LOSS OF ANTICIPATED SAVINGS OR WASTED EXPENDITURE, LOSS OR LIABILITY UNDER OR IN RELATION TO ANY OTHER CONTRACT, OR LOSS OF GOODWILL, IN EACH CASE, WHETHER DIRECT OR INDIRECT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- 8.3 LIMITATION OF LIABILITY. EXCEPT FOR YOUR BREACH OF SECTIONS 2 (USE RESTRICTIONS), 4 (PROPRIETARY RIGHTS), 5.2 (ACCOUNT SECURITY), OR 7.1 (YOUR REPRESENTATIONS, WARRANTIES, AND COVENANTS), AND YOUR INDEMNIFICATION OBLIGATIONS, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES IS LIMITED TO THE GREATER OF (A) THE SUM OF THE AMOUNTS YOU PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY OR (B) ONE HUNDRED US DOLLARS ($100 USD). THIS LIMITATION WILL APPLY TO THE GREATEST EXTENT PERMITTED BY LAW. THE FOREGOING DOES NOT LIMIT YOUR OBLIGATIONS TO PAY ANY UNDISPUTED FEES OR OTHER AMOUNTS DUE UNDER ANY ORDER.
Governing Laws; Dispute Resolution
SUMMARY: If you have any concerns, we encourage you to bring them up to us. Any disputes you have with Livingwell will be resolved through binding arbitration in your individual capacity.- 9.1 Governing Laws: To the fullest extent permitted by law, any claim or dispute arising out of or related to this Agreement will be governed by and construed in accordance with the laws of Illinois without regard to its choice of laws or principles.
- 9.2 Arbitration. For any dispute you have with Livingwell, you agree to first contact us and make a good faith
attempt to resolve it with us informally. Following that, if you still intend to initiate
arbitration, you must first send Livingwell a written Notice of Dispute (“Notice”). A Notice
from you to us must be emailed to terms@livingwellplatform.com (the “Notice Address”). Any
Notice must include (i) the claimant’s name, address, and email address; (ii) a description
of the nature and basis of the claim or dispute; (iii) any relevant facts regarding your
use of the services; (iv) a description of the nature and basis of the specific relief sought,
including the damages sought, if any; and (v) a personally signed statement by the claimant
verifying the accuracy of the contents of the Notice. The Notice must be individualized,
meaning it can concern only your specific dispute. Upon receipt of a completed Notice, the
Parties shall engage in a good faith effort to resolve the dispute for a period of 60 days.
If the parties cannot reach an agreement to resolve the issues identified in the Notice within
60 days after the completed Notice is received, a Party may commence an arbitration proceeding.
Compliance with the Notice requirement discussed in this paragraph is a condition precedent
to initiating arbitration.
Unless resolved by mutual efforts of both parties, any disputes or claims that may arise out of or in connection with the Terms and for which either Party shall seek equitable relief, as well as all differences, disputes or claims arising out of or in connection with this Agreement or any transaction or occurrence contemplated hereby, whether based in statute, tort, contract, misrepresentation, fraud, or any other legal theory, shall be finally settled under the Commercial Rules of the American Arbitration Association (“AAA”) in Cook County, Illinois by one or more arbitrators appointed in accordance with such rules, except that no punitive damages may be awarded. The arbitrator will hold any hearings, if needed, by teleconference or videoconference rather than requiring in-person attendance, unless either Party requests an in-person hearing and the arbitrator agrees it is appropriate. If an in-person hearing is held, it will take place at a location that is reasonably convenient for both parties, taking into account ability to travel and other relevant factors. If the parties cannot agree on a location, the arbitrator will decide. The arbitrator’s decision will be consistent with these Terms of Service and will be final and binding. The arbitrator may grant temporary, interim, or permanent injunctive relief, or order specific performance under these Terms of Service, but only to the extent necessary to resolve the individual claim at issue. The arbitrator’s award may be confirmed and enforced in any court with proper jurisdiction. - 9.3 CLASS ACTION AND JURY TRIAL WAIVER. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, BY ENTERING INTO THIS AGREEMENT, EACH PARTY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY IN ARBITRATION, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. THIS MEANS THAT YOU AND LIVINGWELL MAY NOT PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING BROUGHT BY ANY THIRD PARTY.
- 9.4 Opt-out/Consent: You may opt out of binding arbitration and this class action and jury trial waiver by notifying us in writing within 30 days of your initial agreement to or acceptance of these Terms of Service, unless a longer period is required by applicable laws. Your written notification must be delivered to us at terms@livingwellplatform.com within 30 days after you have accepted the Terms of Service and must include your name, your address, and a clear statement that you do not wish to resolve disputes through arbitration.
General Information; Miscellaneous.
SUMMARY: There’s a few more things we need to say before you can use our Services.- 10.1 Contact Us. All feedback, comments, and other requests relating to your use of or access to the Services,
shall be directed to:
Livingwell Group, Inc.
Attn: Comments
Email: terms@livingwellplatform.com - 10.2 Consent To Do Business Electronically. We use and rely upon electronic records and electronic signatures for the execution and delivery of these Terms of Service and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with these Terms of Service and in performing our obligations and exercising our rights under this Agreement. Neither you nor Livingwell will prevent or inhibit in any way the other Party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other Party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable laws relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.
- 10.3 Miscellaneous. (i) Waiver; Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. A waiver of any breach or default in one instance shall not constitute a waiver for any other purpose or in any other instance. (ii) Assignment. You may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without our prior, written consent. Any assignment in violation of this Section is null and void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. (iii) Entire Agreement. The “Terms of Service” together with the Order are the complete and exclusive statement of the mutual understanding of the Parties and shall supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. (iv) Amendment. All waivers, modifications, and/or amendments must be in a writing signed by both Parties, except as otherwise provided herein. (v) Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind the other Party in any respect whatsoever. (vi) Notice. All notices under this Agreement will be in writing and be sent to the Recipient’s contact information as provided on the Order placed online (which may be amended through adjustment of your Account settings). Notice will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. (vii) Force Majeure Event. Except for your obligation to pay the applicable Fees when due, no Party will be liable to the other for failure or delay in performance caused by events beyond the affected Party’s reasonable control, such as acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, pandemic, hurricanes, tornadoes, floods, fires or other natural or unnatural catastrophes (“Force Majeure Event”) and such failure or delay will not constitute a material breach of this Agreement. (viii) Non-Disparagement. Other than as necessary to respond to any legal or regulatory process or proceeding or as may be required by law, each Party shall refrain from making, or causing or encouraging others to make, any public or private statements (including on social media) that disparage, denigrate, criticize, or malign the other Party. (ix) Remedies Cumulative. Except as otherwise provided in the Agreement, the remedies provided herein are intended to be cumulative and will not be deemed to exclude any other right or remedy that a Party may have at law or in equity. (x) No Third Party Beneficiaries. This Agreement does not create any rights, claims, or benefits other than the Parties or their respective successors or permitted assigns. (xi) Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. (xii) Last Updates. We reserve the right to modify the Terms of Service at any time, effective upon posting. You can tell when changes have been made to this Agreement by referring to the “Last Updated” legend on top of this page. We will provide you with advance notice of a major change. For example, we may: (1) require that you re-accept the updated version of this Agreement; (2) send you an electronic notification advising of the update to this Agreement; or (3) include a notice on our website. We do not ordinarily provide advance notice of a minor change. We encourage you to check the Terms of Service every time you use or access our Services. Your continued use of or access to the Services after we have made the update (and after advance notice for a major change) indicates your agreement and acceptance of the updated version of this Agreement.