function MainComponent() { const tosMarkdown = ` ### **Last Updated: July 26, 2024** Welcome to the Create, Inc. (“**Create**”, “**us**” “**we**” or “**our**”) website. Please read these Terms of Service (the “**Terms**”) carefully because they govern your use of our websites and any other websites that we may later own or operate (each, a “**Site**,” and collectively, the “**Sites**”); our mobile and desktop applications (“**Apps**”), our application program interfaces (“**APIs**”), and our collaboration tools and other products and services we may later own or operate (collectively, with the Sites, Apps, and APIs, the “**Services**”). **ARBITRATION NOTICE**: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. #### 1. Agreement to these Terms By using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity. #### 2. Changes to the Terms or Services We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms. We may also change or discontinue all or any part of the Services, at any time and without notice or liability, at our sole discretion. #### 3. Service Terms **3.1.** **Who may use the Services**. You may only use the Services if you are at least 18 years of age and have the right, authority and capacity to enter into these Terms. If you are under age 18, you may only use the Services (a) with the consent of your parent or legal guardian and (b) if you are old enough to consent to share your data under applicable law. For example, you must be 13 years or older under most United States’ law, or 16 years or older under California or European Union law. Please be sure that your parent or legal guardian has reviewed and discussed these Terms with you. **3.2. Use Restrictions**. Except as otherwise expressly authorized in these Terms, you will not, and will ensure your employees, contractors, and other persons associated with your Create account (“**Authorized Users**”) do not, and will not encourage or assist third parties to: (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Services to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Services, or any part thereof; (iii) access the Services for purposes of performance benchmarking; (iv) access the Services for purposes of building or marketing a competitive product; (v) use the Services to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Services to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Services and/or the contents available therein for machine learning or other purposes; (ix) bypass the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services; or (x) remove any proprietary notice or labels displayed on the Services, including without limitation any Create branding or attribution on projects. **3.4.** **Authorized Users; Accounts.** As part of the registration process, you will identify an administrative username and password for your Create account. You represent and warrant that all registration information, including with respect to the list of domains owned or controlled by you for purposes of domain capture, you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. You are responsible and liable for maintaining control over your account, including the confidentiality of your username and password, and are solely responsible and liable for all activities that occur on or through your account and all Authorized Users’ accounts, whether authorized by you or not. **3.5. Feedback; Use Rights**. We welcome feedback, comments, and suggestions (“**Feedback**”). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, Create will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Create will be free (during and after the term) to use such data and information to maintain, improve, and enhance any products or services. **3.6. Reservation of Rights.** As between the parties, Create owns all right, title, and interest in the Services, including all enhancements, derivatives, and improvements to the foregoing and all Intellectual Property Rights inherent therein, and Aggregate Data (defined below); and you own all right, title, and interest in any data in electronic form that you make available through the Services, including Output and Prompts, as further described in this Section below (“**Customer Data**”). Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms. **3.7. Patent Assertion Entities**. A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). If you are a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Create or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). This section will survive any termination or expiration of these Terms. **3.8. Excluded Data.** You shall not provide Create with any Customer Data that constitutes personally identifiable information or is subject to heightened security requirements by law or regulation or contract. **3.9. Aggregate Data.** Create may use Customer Data to create aggregated data sets in a manner that does not permit identification of you, your customers, or your users (collectively, the “**Aggregate Data**”). Create may use Aggregate Data for Create’s lawful business purposes, including to improve, provide, and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and any other Create offerings. **3.10. Authorization.** You grant Create a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data (a) to maintain, provide, and improve the Services under these Terms; (b) to prevent or address technical or security issues and resolve support requests; (c) at your direction or request, including processing initiated by Authorized Users through their use of the Services; and (d) as otherwise required by applicable law. No rights to the Customer Data are granted to Create hereunder other than as expressly set forth in these Terms. **3.11. AI Tools.** The Services may leverage third party large language models and artificial intelligence algorithms and platforms (“**Third-Party Models**”) to generate suggested software code made through the Services (collectively, the “**Output**”) in response to your prompts (“**Prompts**”). We do not make any representations with respect to Third-Party Models or any Output provided in connection therewith. Such Third-Party Models are not under our control and do not form part of the Services. We are not responsible for any Third-Party Models or Output generated thereby and your use such Third-Party Models and Output at its own risk. By accessing and using the Services, you shall comply with the applicable terms of any Third Party Models and hereby consent and authorize Create to share Customer Data, including Prompts, with one or more Third-Party Models to the minimum extent required to complete your request. **3.12. Ownership of Output**. As between the parties, each of the Prompts and Output are considered “Customer Data” for the purposes of these Terms. You are the owner of Customer Data, and we hereby assign to you all right, title and interest it may have, if any, in and to any Output. Notwithstanding the foregoing, you acknowledge that Output is generated automatically by machine learning technology and may be similar to or the same as Output provided to other customers, and no rights to any Output generated, provided, or returned by the Services for or to other customers are granted to you under these Terms. **3.13. Responsible Use of Output**. You are responsible for reviewing any Output prior to its use and exercising its own business and legal judgment as to its suitability for use. You acknowledge and agree that, notwithstanding the automated suggestions provided by the Services, you remain solely responsible for the content, legality, accuracy, and completeness of the Output, and any use thereof. Further, you acknowledge that there are numerous limitations that apply with respect to Output provided by Third Party Models due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) Third Party Models are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) Third Party Models can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in output that is out of context or does not make sense, (d) Third Party Models do not have emotions and cannot understand or convey emotions in the way humans can, which can result in output that lacks the empathy and emotion that humans are able to convey, (e) Third Party Models can perpetuate biases that are present in the data used to train them, which can result in output that is discriminatory or offensive, (f) Third Party Models can struggle with complex tasks that require reasoning, judgment and decision-making, (g) Third Party Models require large amounts of data to train and generate content, and the data used to train Third Party Models may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated output, and (h) Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal. You shall evaluate the fitness of any Output as appropriate for your specific use case. **3.14.** CREATE MAKES NO WARRANTY OR GUARANTEE THAT THE OUTPUT WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. CREATE DOES NOT REPRESENT OR WARRANT THAT THE PROMPTS OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. YOU ACKNOWLEDGES THAT THE SOFTWARE LEVERAGES THIRD-PARTY MODELS AND THAT CREATE IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CREATE LIABLE, FOR THIRD-PARTY MODELS OR ANY OUTPUT THEREOF. **3.15. Connected Applications.** The Services may contain features designed to interoperate with your, or a third party’s, web-based, mobile, or other software application that is made available by you or your Authorized Users (“**Connected Applications”)**. To use such features, your or your Authorized Users may be required to obtain access to such Connected Applications from their providers, and grant Create access to you or your Authorized Users’ account(s) on such Connected Applications. If you use a Connected Application with the Services, you grant Create permission to allow the Connected Application and its provider to access Customer Data solely as required for the interoperation of that Connected Application with the Services. Any acquisition by you of Connected Applications, and any exchange of Customer Data between you and any Connected Application provider, product or service, is solely between you and the applicable Connected Application provider. Create does not warrant or support Connected Applications. Create is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Connected Application or its provider. You are solely responsible for ensuring that it has all necessary licenses and rights to use the Connected Application for the purposes contemplated herein. #### 4. License **4.1. License to Services.** Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide (with the exception of (i) jurisdictions that are embargoed or designated as supporting terrorist activities by the United States Government and (ii) jurisdictions whose laws do not permit engaging in business with Create or use of the Services) for you to access and use the Services for your internal business or personal purposes. **4.2. License to Community Resources.** Create users may be able to access public projects created by other users (“Community Resources”). The creator (“Community Creator”) is solely responsible for their Community Resource. You acknowledge and agree that your projects may be shared as a Community Resource and accessible to the public through the Site(s), in accordance with your Subscription plan and settings. You hereby grant Create and any Create user who accesses such Community Resource a worldwide, non-exclusive, transferable, royalty-free right and license to use, display, reproduce, distribute, publicly perform, and create derivative works (such as forking) of such Community Resource. If you do not want a project to be shared as a Community Resource, please set the project’s settings to “private”, which may require you to upgrade to a higher tier Subscription plan. Create has no obligation to include your project as a Community Resource and any Community Resources may be removed from the Site(s) at any time for any reason. **4.3. Create Rights.** **4.3.1.** Create reserves the right to suspend your access to the Services in the event (a) we believe your use of the Services represents an imminent threat to Create’s users, network, or Services, (b) of your breach or violation of any laws or regulations applicable to your use of the Services or your uncured material breach of these Terms, or (c) if so directed by a court or competent authority. In such cases, we will (i) suspend such the Services only to the extent reasonably necessary to prevent harm to our users, network, or Services; (ii) use its best efforts to promptly contact you and give you the opportunity to change the configuration of its server(s) accordingly and/or work with you to resolve the issues causing the suspension of such the Services; and (iii) reinstate any suspended the Services promptly after the issue is abated. Without limiting the foregoing, we reserve the right to manage bandwidth or route traffic across the Internet in a commercially optimal way, provided such actions do not compromise our obligations regarding the Customer Data. **4.3.2.** Create shall have the right to (i) remove or limit distribution of Customer Data that we deem reasonably necessary or appropriate if we conclude that any Customer Data violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any individual or could create any liability for Create; (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal use of the Services; and (iii) terminate or suspend your access to all or part of the Services for any violation of these Terms. Notwithstanding the foregoing, we are not obligated to review Customer Data before it is posted via the Services, and we cannot ensure prompt removal of objectionable Customer Data after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any Authorized User or third party. Create disclaims all liability or responsibility for exercise or nonexercise of its rights under this Section 4.3.2. #### 5. Charges and Payment **5.1. Pricing.** Certain Services are offered under different pricing plans, the limits and features of which are available at [create.xyz/pricing.](http://create.xyz/pricing) Your rights and obligations with respect to certain Services will be based in part on the pricing plan you choose. **5.2. Payment Terms.** **5.2.1. Subscriptions**. When you purchase our Services (each such purchase, a “**Subscription**”), you expressly authorize us or our third-party payment processor to charge you for such Services. For the avoidance of doubt, Subscriptions do not include any sales by third parties of Community Resources; such sales are covered by Section 5.2.2. below. **5.2.2. Community Purchases.** If you purchase any Community Resources on the Site(s), you acknowledge and agree that Create is acting as the Community Creator’s disclosed commercial agent for the sale, so you are required to make any payments directly to us and you expressly authorize us or our third-party payment processor to charge you for such Community Resources. The applicable fees, including any recurring fees, for Community Resources are specified during the payment process. **5.2.3.** You represent and warrant that you have the legal right to use all payment methods that you provide to us. All fees are stated and solely payable in U.S. Dollars (unless otherwise stated during the payment process), non-cancelable, non-refundable (except as otherwise expressly set forth in these Terms), and not subject to setoff. In the event that you fail to pay the full amount owed to us, we may limit your access to the Services, in addition to any other rights or remedies we may have. **5.3. Authorization for Recurring Payments.** **5.3.1.** All Subscription pricing plans involve recurring fees (each, along with any applicable taxes and other charges are a “**Subscription Fee**”). Depending on which options you choose, those fees may recur each month or year thereafter, at the then-current rate. Please note that our fees are subject to change, although we will notify you before we effect any change. **5.3.2.** By agreeing to these Terms and purchasing a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Create. We (or our third party payment processor) will automatically charge you in accordance with the term of your Subscription (e.g., each month, or year), on the calendar day corresponding to the commencement of your Subscription using the payment information you have provided. **5.3.3.** In the event your Subscription begins on a day not contained in a later month, your payment method will be charged on such other day as we deem appropriate. For example, if you started a monthly Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. We may also periodically authorize your payment method in anticipation of applicable fees or related charges. **5.3.4.** Your Subscription continues until canceled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms. #### **5.4. Canceling Subscriptions; Modifications; Taxes** 5.4.1. You may cancel your Subscription at any time but please note that such cancellation will only be effective at the end of the then-current Subscription period. Unless required by law, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. **5.4.2.** To cancel, you can either (i) initiate a cancellation through your Create account settings within the Services or (ii) email us at with your cancellation request. You will be responsible for all Subscription Fees incurred for the then-current Subscription period. Canceling your Subscription will not terminate your Create account. See Section 10 (Termination) below for information on terminating your Create account. **5.4.3** To upgrade or downgrade your Subscription to a different product plan, you can either (i) initiate the upgrade or downgrade through your Create account settings within the Services or (ii) email us at with your request. Create reserves the right to automatically downgrade your Subscription to a free user plan if you have any unpaid Subscription Fees. **5.5. Taxes**. All fees do not include taxes, and you agree to: (a) pay all sales/use, gross receipts, value-added, GST, personal property, or other tax (including any interest and penalties) with respect to the transactions and payments under these Terms, other than taxes based on our income, employees, or real property; and (b) be responsible for any filing of any information or tax returns with respect thereto. If we were required to collect a tax and did not do so at the time of sale, we reserve the right to later charge you for the applicable tax. **5.6. Withholding.** All payments made by you to us under these Terms exclude any deduction or withholding. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required by law, you will pay such additional amounts as are necessary so that the net amount received by us after such deduction or withholding will be equal to the full amount that we would have received if no deduction or withholding had been required. Each party will use commercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable. #### 6. Confidentiality **6.1. Confidential Information.** We (the “**Discloser**”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“**Confidential Information**”) to you (the “**Recipient**”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information. **6.2. Obligations.** The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“**Representatives**”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter. #### 7. Warranties and Disclaimers. **7.1.** In the event of any loss or corruption of any data associated with a Subscription, Create will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by Create. EXCEPT FOR THE FOREGOING, CREATE WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA. **7.2.** We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. **7.3. NON-CREATE RESOURCES**. CREATE DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, ANY COMMUNITY RESOURCES OR ANY OTHER APPLICATION(S) OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF CREATE’S ORGANIZATION, INCLUDING DESIGN FILES, PLUGINS, WIDGETS, COMPONENT LIBRARIES, AND CODE COMPONENTS (COLLECTIVELY, “NON-CREATE RESOURCES”). NON-CREATE RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT CREATE. ANY USE OF NON-CREATE RESOURCES IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER, AND CREATE HAS NO RESPONSIBILITY OR LIABILITY FOR SUCH THIRD PARTY’S ACTIONS OR OMISSIONS. **7.4 Beta Services.** You may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in these Terms or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services; (d) Beta Services constitute Create’s Confidential Information; and (e) BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND CREATE’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (US $50). For purposes of these Terms, “Beta Services” means services or features identified as “alpha,” “beta,” “preview,” “early access,” or “evaluation,” or words or phrases with similar meanings. **8. Indemnity**. You will indemnify and hold harmless Create and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your Customer Data, Prompts or use of any Output; (iii) your violation of these Terms; or (iv) your use of Community Resources. #### 9. Limitations of Liability. 9.1. NEITHER CREATE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“**SUPPLIERS**”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CREATE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. 9.2. IN NO EVENT WILL CREATE OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO CREATE IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED UNITED STATES DOLLARS ($100). 9.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CREATE TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS. #### 10. Termination. 10.1. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice or liability to you, provided that if Create freezes your account or cancels your Subscription and the termination is not due to your breach of these Terms, Create will provide you a pro rata refund of pre-paid unused fees unless, in our reasonable estimation, we are not legally permitted to do so (in which case any refund rights are null and void). 10.2. You may cease use of the Services at any time. If you are paying for a Subscription, you may cancel your Subscription through the process in Section 5.4. You may also request to delete your Create account at any time by sending an email to customers\@create.xyz. 10.3. Upon any termination, discontinuation, or cancellation of Services or your Create account, the following provisions of these Terms will survive: Service Terms, Charges and Payment (to the extent you owe any fees at the time of termination); Confidentiality; provisions related to permissions to access Customer Data (to the extent applicable); Warranties and Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions under Section 11. Furthermore, we may remove or delete your Customer Data within a reasonable period of time after the termination or cancellation of Services or your Create account. #### 11. Miscellaneous. **11.1. Third Party Licenses.** The Services may generate software code containing third-party components subject to the terms and conditions of “open source” software licenses (“Third Party Software”). To the extent required by the license that accompanies the Third Party Software, the terms of such licenses will apply in lieu of this Agreement with respect to such Third Party Software, including without limitation, any provisions governing access to source code, modification so reverse engineering. You will at all times comply with the applicable license terms and conditions for any Third Party Software. **11.2. Privacy Policy.** Our Privacy Policy ( https\://www\.create.xyz/privacy-policy) governs how we collect, use and disclose information from the Services. You hereby consent to the use and collection of your information in accordance with our Privacy Policy. **11.3. Copyright Infringement and Digital Millennium Copyright Act.** We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (“**DMCA**”) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent”: - 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 upon. - A description of where the material that you claim is infringing is located on the Services. - Your address, telephone number, and email address. - A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law. - A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf. - All notices of copyright infringement claims should go to our Copyright Agent at legal\@create.xyz. **11.6. Community Reviews and Comments**. Should you write any reviews or provide any public comments on the Site, you grant Create a non-exclusive, royalty free, worldwide (except to the extent prohibited by applicable law), transferable license to use that content for any use reasonably related to the Services, and to permit others to do so. **11.7.** **Force Majeure.** Create will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance. If Create believes in good faith that it is legally prohibited from providing you or your Authorized Users with the Services, we may freeze your account and/or cancel your subscription at Create’s sole discretion. **11.8. Notices.** Any notices or other communications provided by Create under these Terms, including those regarding modifications to these Terms, will be given by Create: (i) via e-mail, if to Create then to legal\@create.xyz; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. **11.9. Severability.** The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective. **11.10. Groups.** Certain features of the Services may allow you to participate in teams, groups or organizations (each a “**Group**”). In those situations, the administrator, owner, or equivalent of the Group (“**Admin**”) is responsible for the compliance of these Terms by each other member of the Group, payment of the Subscription Fee (if applicable), and all matters related to the Group. For clarity, each member of the Group is still responsible for their own compliance with these Terms. **11.11. Assignment.** These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void. **11.12. Service Providers.** For the avoidance of doubt, Create may engage third parties as service providers to the Services (for example, Create may use third party data hosting providers). **11.13. No Partnership.** No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever. **11.14. Governing Law.** These Terms will be governed by the laws of the State of California without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. **11.15. Dispute Resolution for Individuals** You and we both agree to resolve disputes related to your use of the Services or these Terms (each, a “**Claim**”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights. **What is arbitration?** Arbitration does not involve a judge or jury. Instead, a neutral person (the “arbitrator”) hears each party’s side of the dispute and makes a decision that is finally binding on both parties. The arbitrator can award the same relief as a court could, including monetary damages. While court review of an arbitration award is limited, if a party fails to comply with the arbitrator’s decision, then the other party can have the arbitration decision enforced by a court. **Can a Claim be part of a class action or similar proceeding?** NO. YOU AGREE TO RESOLVE YOUR CLAIMS WITH US SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. WE AGREE TO DO THE SAME, WHETHER OR NOT YOU OPT OUT OF ARBITRATION. ACCORDINGLY, UNLESS YOU OPT OUT OF ARBITRATION, YOU AND WE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. **What rules apply in the arbitration?** The arbitration will be conducted under the American Arbitration Association (“**AAA**”) Consumer Arbitration Rules (the “**AAA Rules**”). The AAA Rules are available at www\.adr.org or by calling 1-800-778-7879. **How will the arbitration be conducted? How much does it cost?** The arbitration will be conducted by the AAA or a comparable arbitration body in the event the AAA is unable to conduct the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Unless the arbitrator finds your Claim frivolous, we’ll pay for all filing, administration and arbitrator fees if your Claim is for less than $10,000, and we won’t seek our attorneys’ fees and costs if we prevail in the arbitration. The arbitration may be conducted in writing, remotely (e.g., by videoconference), in San Francisco, California, United States or at some other location that we both agree to. **How do I start an arbitration proceeding?** To begin an arbitration proceeding against us, send a letter requesting arbitration and describing your Claim to 629 Dolores St, San Francisco, CA 94110 to the attention of Legal Department with a copy to legal\@create.xyz. If we request arbitration against you we will give you notice at the email address or street address you provided. **INSTRUCTIONS FOR OPTING-OUT OF ARBITRATION** If you don’t want to agree to arbitrate your Claims as explained above, then you can opt-out of this arbitration agreement by notifying us of your decision in writing at 629 Dolores St, San Francisco, CA 94110 to the attention of Legal Department with copy to legal\@create.xyz. You must opt-out within 30 days of the date you first agree to these Terms or any updated Terms. **DISPUTE RESOLUTION IN THE ABSENCE OF ARBITRATION** The sole jurisdiction and venue for any Claims that are not handled by arbitration will be the state and U.S. federal courts located in San Francisco, California, and both parties consent to the jurisdiction of such courts. BY ENTERING INTO THESE TERMS, YOU AND CREATE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY. This Section 11.15 only applies to Claims between us and individuals, and is governed by The Federal Arbitration Act. **11.16. Dispute Resolution for Entities.** If you are accessing and using the Services on behalf of a company or other legal entity, any claim, cause of action, or dispute between the company or other legal entity and Create arising out of or relating to these Terms or the Services will be resolved exclusively accordingly to the process set forth in Section 11.14, except that, to the extent legally permitted, (1) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (2) the losing party will pay the prevailing party for all costs and attorney’s fees and (3) the AAA Commercial Arbitration Rules will apply to any arbitration between us. **11.17. Interpretation.** Whenever the words “including,” “include,” “includes” or "such as" are used herein, they will be deemed to be followed by the phrase “without limitation.” **11.18.** **Government Use**. If you are a U.S. government or other U.S. governmental entity (or your use of the Services is for the U.S. government or another U.S. governmental entity), the following terms apply: a. **Use By or For the U.S. Government**. The Services and related documentation are “commercial computer software,” (as defined at 48 C.F.R. §§ 2.101 and 252.227-7014(a)(1), and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202, as applicable), and any associated services are “commercial services” as defined in 48 C.F.R. §2.101. The Services and related documentation are provided to U.S. Government and other governmental entities, for use by you or on your behalf, subject to these Terms and with only those rights to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services as provided in these Terms, except that, for U.S. Department of Defense agencies and end users, technical data customarily provided to the public is furnished in accordance with 48 C.F.R. § 252.227-7015. If a U.S. Government agency or end user has a need for rights not conveyed under these Terms, it must negotiate with Create to determine if there are acceptable terms for transferring such rights, and a mutually acceptable addendum to these Terms will be required in any applicable contract or agreement. b. **Waived Terms**. The sections in these Terms titled “Governing Law,” “Dispute Resolution,” “Indemnity,” and any other terms inconsistent with federal or other applicable U.S. law are hereby waived to the limited extent they are inconsistent with federal law or other applicable law pertaining to another governmental entity. If and to the extent any provision or term herein is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision or terms as written. **11.19. Entire Terms**. These Terms supersede all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order, vendor portal, code of conduct, or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by Create, unless Create specifically references this clause and waives its rights. **11.20. No Third Party Beneficiaries.** The parties acknowledge that the covenants set forth in these Terms are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of these Terms. **11.21. Publicity.** We may include your name and logo on its website or in other marketing materials or channels solely to reference you as a Create customer, and subject to any trademark usage instructions provided to us. `; return (

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