step-upagency.com (STEPUP AGENCY) operates under UK based company GGF Global (company registration number: 15506396). StepUp Agency is a service that enables Project Creators to collect money in their campaign eWallet, linked PayPal and/or Stripe accounts for a specific purpose. Upon becoming a Project Creator or Backer through registration process or checking out as a guest, you are accepting the Terms and Conditions of Service.

By using the StepUp Agency service you agree to the following:

• You will comply with all local, state/provincial, regional & national laws in your area of residence.
• You are to alert the StepUp Agency service staff about any unauthorized use of your Project Creator or Backer accounts.
• You agree to abide by all our terms and conditions and the PayPal acceptable use policy:

You may not use the PayPal service for activities that:

• Relates to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the following Money Service Business Activities: the sale of traveler’s cheques or money orders, currency exchanges or cheque cashing, or (g) provide certain credit repair or debt settlement services
• Involves the sales of products or services identified by government agencies to have a high likelihood of being fraudulent
• Violates applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices
• Involves gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from PayPal and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.

In addition, here’s what we don’t allow on StepUp Agency:

• Sexually explicit material
• Adult services or products
• Pornography of any kind
• Content associated with hate groups or terrorist organizations
• Underage consumption or abuse of alcohol, tobacco, or narcotics
• Drug abuse, products or paraphernalia
• Offering equity or return-on-investment
• Pyramid or ponzi schemes, “get rich quick” schemes
• Purchases of annuities, investments, equity or lottery contracts
• Offshore banking or currency exchanges
• Betting, gambling, raffles, or sweepstakes
• Offering monetary rewards, including gift cards
• Non-medical or violent bodily mutilation
• Non-prescribed drug use or purchase
• Hurtful or hateful language
• Violent or hateful material
• Supporting or inciting treasonous behavior
• False, misleading, dishonest statements
• Funding or planning an assassination, suicide, or assisted suicide
• The purchase, transfer, or exchange of weapons of any kind including guns, knives, explosives and ammunition
• Campaigns in support of rebel groups, militias, gangs, or any organized violence

Communications

Electronic communications from StepUp Agency will be sent to Project Creators to inform them of a variety of events about the state of their fund. You agree to allow StepUp Agency to send these communications to your email address. You also agree that StepUp Agency is not liable for any user generated content that is sent to you as a part of these communications.

You can unsubscribe from email notifications at any time.

Modification of terms of use

StepUp Agency reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email.

StepUp Agency may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Rules and conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use (except as allowed by the terms set forth in the Projects: Fund-Raising and Commerce section of the Terms of Use). You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term “Content” includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by StepUp Agency or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:

• Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
• You know is false, misleading, untruthful or inaccurate;
• Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
• Constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
• Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of StepUp Agency or any third party; or
• Impersonates any person or entity, including any employee or representative of StepUp Agency.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by StepUp Agency in its sole discretion) an unreasonable or disproportionately large load on StepUp Agency’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures StepUp Agency may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

StepUp Agency does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. StepUp Agency has no obligation to monitor the Site, Service, Content, or User Submissions. However, StepUp Agency reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if StepUp Agency is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.

You are independently responsible for complying with all applicable laws in all of your actions related to your use of StepUp Agency’s services, regardless of the purpose of the use.

Registration

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with StepUp Agency, select a password and provide your name. You shall provide StepUp Agency with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your StepUp Agency account. You shall not (i) select or use as a name or domain a name of another person with the intent to impersonate that person; (ii) use a name or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as name or domain a name that is otherwise offensive, vulgar or obscene. StepUp Agency reserves the right to refuse registration of, or cancel a account in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your StepUp Agency password. You shall never use another user’s account without such other user’s express permission. You will immediately notify StepUp Agency in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Projects: Fund-Raising and Commerce

StepUp Agency (“STEPUP AGENCY”) is a venue for fund-raising and commerce. StepUp Agency allows users (“Project Creators”) to list projects and raise funds from other users (“Backers”). All funds are collected for Project Creators by PayPal, Stripe .

StepUp Agency shall not be liable for your interactions with any organizations and/or individuals found on or through the StepUp Agency service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on StepUp Agency. StepUp Agency does not oversee the performance or punctuality of projects. StepUp Agency is not responsible for any damage or loss incurred as a result of any such dealings and can make no guarantee that funds raised are spent as campaigns set out. All dealings are solely between you and such organizations and/or individuals. StepUp Agency is under no obligation to become involved in disputes between Backers and Project Creators, or between site members and any third party. In the event of a dispute, you release StepUp Agency, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.

Though StepUp Agency cannot be held liable for the actions of a Project Creator, Project Creators are nevertheless wholly responsible for fulfilling obligations both implied and stated in any project listing they create. StepUp Agency reserves the right to cancel a project listing at any time for any reason. StepUp Agency reserves the right to remove a project listing from public listings for any reason.

StepUp Agency makes no guarantees regarding the performance or fairness of PayPal or Stripe

StepUp Agency is not responsible for issuing refunds for funds that have been collected by Project Creators. All donations are non-refundable.

StepUp Agency reserves the right to cancel, interrupt or suspend a listing at any time for any reason.

Fees and Payments

Joining StepUp Agency is free. However, we do charge fees for certain services. All fees are collected for StepUp Agency by PayPal, Stripe .

StepUp Agency charges a flat fee of 4% on the money raised (can be subject to change) which is non-refundable. This is automatically deducted from the total amount being paid to the fundraiser.

Changes to that Policy are effective after we provide you with notice by posting the changes on our website . We may choose to temporarily change the fees for our services for promotional events or new services.

You are responsible for paying all fees and applicable taxes associated with your use of the site. In the event a listing is removed from the Service for violating the Terms of Use, all fees paid will be non-refundable, unless in its sole discretion StepUp Agency determines that a refund is appropriate.

In the event of a chargeback, you agree to be liable for any associated costs or repayment of funds in the case that money has been sent to you from your eWallet.

Third Party Sites

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk.

These other websites are not under StepUp Agency’s control, and you acknowledge that StepUp Agency is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by StepUp Agency or any association with its operators. You further acknowledge and agree that StepUp Agency shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Content and License

You agree that the Service contains Content specifically provided by StepUp Agency or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

StepUp Agency grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from StepUp Agency, or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

Third Party Intellectual Property — Copyright Notifications

StepUp Agency respects the intellectual property of others, and we ask our users to do the same. StepUp Agency may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. StepUp Agency will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide StepUp Agency with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the StepUp Agency Site, sufficient for StepUp Agency to locate the material;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
• If you believe that your work has been removed or disabled by mistake or misidentification, please provide the StepUp Agency’s Copyright Agent with a written counter-notification containing at least the following information:
• A physical or electronic signature of the subscriber/user of the Services;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that StepUp Agency may ignore such incomplete or inaccurate notices without liability of any kind.

Intellectual Property Rights — Project Creators

The Service provides you with the ability upload your content to the Site. StepUp Agency will not have any ownership rights in your content, however, StepUp Agency needs the following license to perform the Service. You hereby grant to StepUp Agency the worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the Service on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit (“Host”) the content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text (“Artworks”) in connection with the Service); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the content and Artworks; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the Service.

You agree to pay all royalties and other amounts owed to any person or entity due to your submission of your content to the Service or the StepUp Agency’s Hosting of the content as contemplated by these Terms of Use.

To enable StepUp Agencyto Host your content pursuant to the above provisions, you hereby grant to StepUp Agency the worldwide, non-exclusive, perpetual, royalty-free, sublicensable and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service.

Intellectual Property Rights — Users

The Service may provide users with the ability to add, create, upload, submit, distribute, collect, or post (“Submitting” or “Submission”) content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the “User Submissions”). By Submitting User Submissions on the Site or otherwise through the Service, you:

• Acknowledge that by Submitting any User Submission to the Site, you are publishing that User Submission, and that you may be identified publicly by your name in association with any such User Submission;
• By Submitting any User Submissions through the Site or the Service, you hereby do and shall grant StepUp Agency a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and StepUp Agency’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to StepUp Agency does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
• Represent and warrant, and can demonstrate to StepUp Agency’s full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to StepUp Agency and all users of the Service;
• You agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
• That the use or other exploitation of such User Submissions by StepUp Agency and use or other exploitation by users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
• Understand that StepUp Agency shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that StepUp Agency will not be liable for any errors or omissions in any content; and that StepUp Agency cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
• StepUp Agency does not endorse any User Submission. StepUp Agency cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Termination

StepUp Agency may terminate your access to all or any part of the Service at any time, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by contacting us. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

StepUp Agency has no special relationship with or fiduciary duty to you. You acknowledge that StepUp Agency has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release StepUp Agency from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. StepUp Agency makes no representations concerning any Content contained in or accessed through the Site, and StepUp Agency will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. StepUp Agency, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18USC 2701-2711): StepUp Agency MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. StepUp Agency will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on StepUp Agency’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless StepUp Agency, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. StepUp Agency reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with StepUp Agency in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL StepUp Agency, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

International

Accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

Electronic Delivery/Notice Policy and Your Consent

By using the Services, you consent to receive from StepUp Agency all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, “Contract Notices”) electronically. StepUp Agency may provide such electronic Contract Notices by posting them on the StepUp Agency Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the StepUp Agency Site and Services.

Integration and Severability

The Terms of Use are the entire agreement between you and StepUp Agency with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and StepUp Agency with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

StepUp Agency shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond StepUp Agency’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with StepUp Agency’s prior written consent. StepUp Agency may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received.