Avaxa Creative Group | Stratepulting Your Brand

TERMS & CONDITIONS OF USE

Last Updated: July 31, 2025

These Terms and Conditions of Use are entered into by and between you (“User,” “You,” or “Your”) and Avaxa Creative Group LLC (“Avaxa,” “We,” “Us,” or “Our”). The following Terms and Conditions of Use, together with any documents they expressly incorporate by reference (collectively, “Terms and Conditions”), govern your access to and use of www.avaxaglobal.com, its related sites, services, applications, mobile applications, domain names, content, functionality, downloads, user interfaces, associated features, and tools controlled or operated by Avaxa (collectively, the “Service”), whether as a client, prospect, guest, registered user or user that otherwise accesses the Services (collectively, “Users”). These Terms and Conditions are in addition to the terms or conditions of any other written executed agreement (an “Additional Agreement”) you may have with us. In the event of a conflict between these Terms and Conditions and the Additional Agreement, these Terms and Conditions will apply unless expressly set forth otherwise in the Additional Agreement.

THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION PROVISION WHICH LIMIT YOUR RIGHT TO HAVE A DISPUTE HEARD IN COURT. PLEASE READ THESE TERMS AND THE ARBITRATION PROVISION CAREFULLY.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SITE. BY ACCESSING OR USING THE SERVICE, OR OTHERWISE INDICATING YOUR ASSENT TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND HAVE THE LEGAL AUTHORITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY, AND ANY ADDITIONAL TERMS THAT APPLY YOU MAY NOT USE OR ACCESS THE SERVICE IN ANY WAY.

YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE AND ALL OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE OR OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH.

These Terms incorporate Our Privacy Policy available at https://www.avaxaglobal.com/ privacypolicy/) (“Privacy Policy”).

1. ELIGIBILITY

In order to use the Service, You must be 18 years or older. If You are under the age of 18, You are prohibited from accessing or using the Service.

2. PRIVACY

By accessing or using the Service, You acknowledge and accept Our Privacy Policy (available at https://www.avaxaglobal.com/privacypolicy/, which discloses how We collect, use, and share information about You.

3. CONTENT OWNERSHIP ON SITE

The Service contains a variety of: (a) materials and other items relating to Us and Our products and Services, and similar items from Our licensors and other third parties, including digital content, products, Services, and materials that may be developed or otherwise made available from time to time for You to view or download, and the compilation, assembly, and arrangement of the materials of the Service, and any and all copyrightable material; (b) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including Us (collectively, “Marks”); and (c) other forms of intellectual property (all of the foregoing, collectively, “Content”).

You may download or copy Content only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Services, Content, the Site or any related software.

Avaxa Creative Group LLC® is a trademark of Avaxa. Nothing on the Site shall be interpreted as granting any license or right to use any trademark, logo, trade name, trade dress, service mark, trade identity, image, and other form of intellectual property on the Site. Anything transmitted to the Site by you becomes Avaxa’s property and may be used by us for any lawful purpose. Avaxa reserves all rights with respect to copyright and trademark ownership of all material on the Site, and will enforce such rights to the full extent of the law.

Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Avaxa or by third parties who have licensed their materials to Avaxa and are protected by U.S. and international copyright laws. The compilation of all Contents on the Site is the exclusive property of Avaxa and is also protected by U.S. and international copyright laws.

4. USER-SUBMITTED POSTINGS

General

The Service, either on behalf of itself or via third-party platforms (e.g., LinkedIn, Instagram, Facebook, Google, etc.) may provide You with the ability to create, post, upload, display, publish, transmit, broadcast, share, or otherwise make available content, including messages, text, illustrations, files, images, graphics, photographs, ratings, reviews, questions, products, listings, descriptions and images of goods or services, resources or other information or materials (together, “Postings”). We are under no obligation to screen, edit or monitor any Postings and assume no responsibility or liability relating to any such Postings. However, We may delete or remove Postings, with or without notice, at any time and for any reason.

In connection with any service engagements, you grant Us permission to use any feedback, reviews, or quotes you provide in connection with your project(s) (the “Quote”) for marketing or promotional purposes. We may display your Quote in service listings or other promotional material, using your first name and last initial, along with your city and state (e.g., “Mary S., New York, NY”). You agree that we have the right to edit your Quote for clarity and brevity, provided that such edits do not misrepresent the original meaning or context.

Restrictions

You acknowledge that You are responsible for any Postings You may submit through the Service, including the legality, reliability, appropriateness, originality, and copyright of any such Postings. Each time You submit a Posting, You represent and warrant that You are not submitting any Posting that:

is confidential, proprietary, invasive of privacy or publicity rights, infringing on intellectual property rights, misleading, non-compliant advertising, unlawful, harmful, threatening, false, fraudulent, libelous, defamatory, obscene, vulgar, profane, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, including, but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable U.S. or foreign laws;
may contain software viruses or malware, corrupted data or other harmful, disruptive or destructive files or content;
contains or depicts any statements, remarks or claims that do not reflect Your honest views and experiences or is designed to impersonate others or misrepresent Your affiliation with any person or entity;
contains personal information (such as messages that include phone numbers, Social Security numbers, payment card numbers, Account numbers, addresses or employer references), except where We expressly ask You to provide such information or contains private or personal information of a third party without such third party’s consent;
contains messages by any of Our employees (that are not official spokespersons for Us) purporting to speak on behalf of Us or containing confidential information or expressing opinions concerning Us or the Service;
contains multiple messages placed within individual folders by the same User restating the same point; contains chain letters of any kind, any unsolicited promotions, political campaigning, advertising or solicitations or other commercial content;
in Our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Service, or that may expose Us or others to any harm or liability of any type;
contains identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message.

Postings License

You hereby grant Us a perpetual, irrevocable, worldwide, royalty-free, transferable, non-exclusive, unrestricted, unconditional, royalty-free, fully-paid license to use, copy, reproduce, distribute, publicly display, modify, adapt, publish, translate, sell, resell, sublicense (through multiple tiers), create derivative works from, and otherwise use and exploit all or any portion of Your Postings (and derivative works thereof) for any lawful purpose. Except as prohibited by law, You hereby waive, and You agree to waive, any moral rights (including attribution and integrity) that You may have in any Postings, even if it is altered or changed in a manner not agreeable to You. To the extent not waivable, You irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.

Publicity License

To the extent necessary, when You appear in or contribute to Postings, You also grant Us the unrestricted, worldwide, royalty-free, perpetual right and license to use Your name, image, likeness, and voice. This means, among other things, that You will not be entitled to any compensation from Us if Your name, image, likeness, or voice is conveyed on or through the Service.

Non-Confidentiality

When You submit Postings on or through the Service, You understand that Your Postings and any associated information (such as Your username or photos) may be visible to other Users. Consequently, (a) Your Postings will be treated as non-confidential – regardless of whether You mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) We do not assume any obligation of any kind to You or any third party with respect to Your Postings.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.

YOU WAIVE AND HOLD HARMLESS AVAXA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

5. SITE SECURITY & PROHIBITED CONDUCT

You may not violate or attempt to violate the security of the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions of Use. You are solely responsible for Your conduct while accessing or using the Service and in addition to the “Restrictions” above, You will not:

sell, rent, lease, distribute, broadcast, publicly perform, publicly display, sublicense, or otherwise assign any rights to the Service or any portion of it to any third party;
access data not intended for you or log onto a server or an account that you are not authorized to access;
remove or modify any proprietary notices, warnings, instructions, or labels on the Service or otherwise make any derivative uses of the Service, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions;
cache, create unauthorized hypertext links to the Service or frame any Content;
use any data mining, robots, or similar data gathering and extraction tools, or bypass or ignore instructions contained in Our robots.txt file or equivalent restrictive technologies that control automated access to portions of the Service;
use Marks as metatags on other pages or sites on the Internet;
send unsolicited email, including promotions and/or advertising of products or services;
forge any TCP/IP packet header or any part of the header information in any email or posting;
use the Service in any manner that could interfere, damage, disable, overburden or impair the functioning of the Service or Our infrastructure (in Our sole discretion) in any manner, including, without limitation, via means of submitting a virus to the Site, overloading, flooding, spamming, mailbombing, or crashing;
reverse engineer, decompile, or disassemble the underlying software or any aspect of the Service or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Service;
attempt to circumvent any content-filtering or access restriction techniques We employ or attempt to access any feature or area of the Service that You are not authorized to access;
disable, remove, defeat, or avoid any security device or system, including, without limitation, any password and login functionality used to authenticate users;
attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
copy, download, redistribute, reproduce, “rip”, record, transfer, display to the public, broadcast, or make available to the public or another vendor or third party any part of the Service, or otherwise make any use of the Service not expressly permitted under these Terms, any Additional Terms, or applicable law, or which otherwise infringes the intellectual property rights (such as copyright) in the Service or any part of it;
develop or use any third-party applications that interact with the Service without Our prior written consent, including any scripts designed to scrape or extract data from the Service;
invade the privacy of, obtain the identity of, or obtain any personal information about any user of the Site; or
violate any laws, regulations, governmental orders, or industry standards or guidance in any applicable jurisdiction.

Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). Avaxa may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.

6. COOKIES

We may collect certain aggregate and non-personal information when you visit the Site. We may collect this information through “cookie” technology. Cookies are bits of text that can be placed on your computer’s hard drive when you visit certain websites. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site. The “help” portion of the toolbar on most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Remember, though, without cookies, you may not be able to take full advantage of all of the Site features.

7. NO OFFERS OR RELIANCE

The information on this website is provided for informational purposes only. While Avaxa uses reasonable efforts to obtain information from reliable sources, Avaxa makes no representations or warranties as to the accuracy, reliability or completeness of any information or document on the Site obtained outside of Avaxa. Avaxa undertakes no obligation to update publicly or revise any information on the Site, whether as a result of new information, future developments or otherwise. Opinions and any other Contents on the Site are subject to change without notice. Avaxa is not utilizing the Site to provide professional advice, and no information or material on the Site is to be deemed a business recommendation or to be relied upon for the purpose of making or communicating business or other decisions. In addition, no information, Content or other materials contained on the Site should be construed or relied upon as investment, legal, accounting, tax or other professional advice.

8. DISCLAIMER OF WARRANTIES

BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. NEITHER AVAXA NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERRORFREE. NEITHER AVAXA NOR ITS ASSOCIATES REPRESENT OR WARRANT THAT THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, AVAILABLE, CURRENT OR ERROR-FREE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. AVAXA AND ITS ASSOCIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE, INFORMATION ON THE SITE OR THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SERVICE OR OBTAINED FROM A LINKED SITE OR THIRD-PARTY MATERIALS. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.

REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES, HYPERTEXT LINKS TO THIRD-PARTY SITES, OR OTHER INFORMATION BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER, VENDOR OR OTHERWISE ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU AND DO NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY AVAXA. WE ARE NOT RESPONSIBLE FOR THE PRACTICES OR POLICIES OF SUCH THIRD PARTIES, NOR THE CONTENT OF ANY THIRD-PARTY SITES, AND DO NOT MAKE ANY REPRESENTATIONS REGARDING THIRD-PARTY MATERIALS OR SERVICES, OR THE CONTENT OR ACCURACY OF ANY MATERIAL ON SUCH THIRD-PARTY SITES. IF YOU DECIDE TO LINK TO ANY SUCH THIRD-PARTY SITES, YOU DO SO ENTIRELY AT YOUR OWN RISK.

9. LIMITATION OF LIABILITY

AVAXA PARTIES (AS DEFINED BELOW) WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND WHETHER AVAXA PARTIES WERE ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF AVAXA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR: (i) DAMAGE ARISING FROM AN INTENTIONAL OR GROSSLY NEGLIGENT BREACH OF DUTY BY AVAXA OR A LEGAL REPRESENTATIVE OF AVAXA; OR (ii) ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE AVAXA (AND ITS AFFILIATES AND SUBSIDIARIES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of Avaxa has been advised of or should have knowledge of the possibility of such damages.

10. TERMINATION OF USE

These Terms and Conditions are effective unless and until terminated by either you or Avaxa. You may terminate these Terms and Conditions at any time, provided that you discontinue any further use of the Site. We also may terminate these Terms and Conditions, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site. Upon any termination of these Terms and Conditions by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under these Terms and Conditions or otherwise.

11. INDEMNITY

To the fullest extent permitted by applicable law, You will indemnify, defend (at Our option) and hold harmless Avaxa and Our affiliates, officers, directors, employees, agents, third-party providers, licensors, partners and successors and assigns (individually and collectively, the “Avaxa Parties”) from and against any and all fines, penalties, liabilities, losses, governmental inquiries, investigations, and proceedings and other damages, costs and expenses of any kind whatsoever (including reasonable attorneys’ and experts’ fees) incurred in connection with any third-party claim, demand, cause of action, suit, investigation, arbitration, or other proceeding (collectively, “Claims”) directly or indirectly arising out of:

(a) Your access to or use of the Service including any data or content transmitted or received by you, or any third-party materials;

(b) Your actual or alleged breach of these Terms or any Additional Terms, including without limitation your breach of any of the representations and warranties set forth herein;

(c) Your violation of any third-party right, including without limitation any right of privacy, publicity or intellectual property;

(d) Your Postings and Avaxa Parties’ use of any information that You submit to Us, including, without limitation, any misleading, false, or inaccurate information you submit or otherwise provide;

(e) Your acts, omissions, any fraud, misrepresentation, manipulation, intentional misconduct, gross negligence or other violation of any applicable laws in connection with Your use of the Service or Your activities in connection with the Service.

Avaxa Parties may take control of the defense or settlement of any Claim and You will cooperate with Avaxa Parties in defending such Claims. In any event, You will not settle any Claim without Our prior written approval. For the avoidance of doubt, if You are a Company (or representing a Company), Your obligations hereunder will extend to indemnification based on the acts and omissions of Your employees, consultants and agents.

If You are a California resident, You expressly waive any rights You may have under California Civil Code Section 1542 (or analogous laws of other states), which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

12. FORCE MAJEURE

We will be excused from performance under these Terms to the extent We are prevented from, or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (a) weather conditions or other elements of nature or acts of God, (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (c) quarantines, epidemics, pandemics, (d) embargoes or labor strikes, or (e) other causes beyond Our reasonable control. In the event that We are temporarily unable to ship to You a purchased item because of such an event, We will give You the option of deferring shipment or receiving a refund of Your charges if and as applicable in accordance with Our then-current policies.

13. REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions; (ii) you have not and you will not enter into any agreement or perform any act that might contravene the purposes and/or effects of these Terms and Conditions; and (iii) you will not delete any Content.

14. EFFECT ON OTHER AGREEMENTS

Nothing contained in these Terms and Conditions is intended to modify or amend any other written agreement you may have with Avaxa, including without limitation, any customer agreement, participation agreement or account agreement (collectively, “Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions and any Other Agreement, the Other Agreement will govern. Some pages within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and Conditions. In the event of a conflict, such supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

15. GOVERNING LAW AND VENUE

Headings used in these Terms and Conditions are for reference purposes only and do not limit the scope or extent of such section. These Terms (and any Additional Terms) and Your access to and use of the Service will be governed by and construed and enforced exclusively in accordance with the laws of the State of New Jersey, without regard to conflict of law rules or principles (whether of New Jersey or any other jurisdiction). Any dispute between You and Us that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of New Jersey and the United States, respectively, sitting in Morris County, New Jersey. The failure of Avaxa to act with respect to a breach of these Terms and Conditions by you or others does not constitute a waiver and will not limit Avaxa’s rights with respect to such breach or any subsequent breaches.

16. ARBITRATION

By using the Site, you agree that Avaxa, at its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms and Conditions concerning or including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.

17. ELECTRONIC COMMUNICATIONS

Express Consent

When You provide Your email address and/or mobile phone number and/or when You communicate with Us electronically, such as via email or through the Service, YOU EXPRESSLY CONSENT TO RECEIVING COMMUNICATIONS ELECTRONICALLY AND/OR VIA TEXT MESSAGE, CALLS, AND PUSH NOTIFICATIONS TO YOUR PHONE FROM US AND OUR AFFILIATES.

These communications may include notices about Your Account, advertisements, and Your relationship with Us. You represent that You are the Account holder for the mobile telephone number(s) that You provide. If You change Your mobile telephone number(s), you will notify Us immediately. Any consents, authorizations, agreements, notices, disclosures, or other communications that are provided to You electronically and/or in these Terms satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

Messages You May Receive From Us and Opting Out

We and Our service providers may use automated or manual means to deliver text messages to You if you have a U.S. phone number. Text messages may include information about orders, Your Account, or marketing messages related to Our goods and Services (“Marketing Communications”).

You may opt out of these communications at any time. Consent to receive marketing text messages and other electronic communications is not required to purchase any goods or Services. To opt out of receiving text messages regarding your orders and items you’re selling, you may reply to any text with the message “STOP”. To opt out of receiving marketing text message, you may reply to such text messages with “STOP”. You may opt out of any or all text messages, calls, emails, push notifications, and/or other electronic communications by contacting Us at info@avaxaglobal.com. You may turn off our push notifications in your phone or computer settings. If you do not have a mobile telephone service rate plan with unlimited text messaging, text message and data rates may apply to each text message you or we send or receive. Please contact Your mobile telephone carrier regarding applicable charges including any applicable roaming charges. We do not impose a separate fee for sending Our text messages.

18. THIRD-PARTY MATERIALS AND LINKED SITES

The Service may display, include, or make available Content, data, information, applications, plugins, products, services, listings, descriptions and images of goods or services, resources or materials from third parties or provide links to certain third-party websites or applications (collectively, “Third-Party Materials”). Any activities in which You engage in connection with any Third-Party Materials are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of such Third-Party Materials, Third-Party Materials are provided solely as a convenience to You. You will not use any Third-Party Materials in a manner that would infringe or violate the rights of any other party.

19. CHANGES TO TERMS AND CONDITIONS

Avaxa reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Terms of Conditions, in whole or in part, at any time, and We will post the revised version to this site. Changes to the Terms of Conditions will be effective when posted. Your continued use of the Services after any changes to the Terms of Conditions are posted will confirm that You have read, understand, and accept those changes. Further, the policies applicable to Our Services may be changed from time to time and changes take effect when We post the revised policies.

If We make a change to Our Privacy Policy, We will follow the process described in Our Privacy Policy. If You have any questions or comments about these Terms or the Service, please contact Us by email at info@avaxaglobal.com. You also may write to Us at: Avaxa Creative Group, 100 Enterprise Drive, Suite 301, Rockaway, NJ 07866.

20. COPYRIGHT COMPLAINTS

We respect the intellectual property rights of others, and You must do the same when using the Service. We may, in appropriate circumstances and at Our discretion, disable and/or terminate Users who infringe or are believed to be infringing the intellectual property rights of third parties. If You believe that a Posting or Content on the Service infringes any copyright that You own or control, please send a notice of alleged copyright infringement (a “Copyright Notice”) to Our designated copyright agent (“Designated Agent”) with all of the following information:

a legend or subject line that says: “Copyright Notice”;
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
a description of the copyrighted work that You claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
a description of where the material that You claim is infringing is located on the Service (please be as detailed as possible and provide the URL on which the material appears);
Your full name, 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, made under penalty of perjury, that the above information in Your Copyright Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

The Copyright Notice must be sent to Us via physical mail or email at the following addresses:

Avaxa Creative Group

100 Enterprise Drive, Suite 301

Rockaway, NJ 07866

Email Address: info@avaxaglobal.com

Under federal law, if You knowingly misrepresent that any activity or material (including Content or Postings) on the Service is infringing, You may be liable to Us for certain costs and damages.

If We are notified by a copyright holder that any Content or Posting infringes a copyright, We may in Our sole discretion remove such Content or Posting from the Service, or take other steps that We deem appropriate, without prior notification to the User or other party who supplied or posted that Content or Posting. If such User or other party believes that the Content or Posting is not infringing, that User may in certain circumstances submit a counter-notification to Us with a request to restore the removed Content or Posting, which We may or may not honor, in Our sole discretion.

Counter-Notifications

If access to Your Postings through the Service is disabled or Your Posting is removed from the Service as a result of a Copyright Notice, and You believe that the disabled access or removal is the result of mistake or misidentification, then You may send a “Copyright Counter-Notification” to Our Designated Agent (as listed in above). The Copyright Counter-Notification must contain the following information:

a legend or subject line that says: “Copyright Counter-Notification”;
a description 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 (please include the URL of the Service from which the material was removed or access to it disabled);
a statement under penalty of perjury that You have 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;
Your full name, address, telephone number, e-mail address, and the username of Your Account;
a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Northern District of California), and that You will accept service of process from the person who provided copyright notification to Us or an agent of such person; and Your electronic or physical signature.

Please note that if You knowingly misrepresent that any activity or material (including any Postings) on the Service was removed or disabled by mistake or misidentification, You may be liable to Us for certain costs and damages.

21. MODIFICATION OR TERMINATION OF SERVICE

We reserve the right, without notice and in Our sole discretion, to modify, suspend or cease making the Service (or any function, feature or portion thereof) or the Content (or any portion thereof) available at any time, for any reason without any obligation or liability to You. We are not responsible for any loss or harm related to Your inability to access or use the Service (or any portion thereof).

22. MISCELLANEOUS

Notices to You. We may provide any notice to You under these Terms and Conditions by: (i) sending a message to the e-mail address you provide or (ii) by posting to the Services. Notices sent by e-mail will be effective when We send the e-mail and notices we provide by posting will be effective upon posting. It is Your responsibility to keep Your e-mail address current and keep Us informed of any changes in Your email or mailing address so that You continue to receive all communications without interruption. You hereby (x) consent to receive all communications from Us in an electronic form; and (y) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Your consent to receive communications and do business electronically, and Our agreement to do so, applies to all of Your interactions and transactions with us. The foregoing does not affect Your non-waivable rights. Please see our Privacy Policy for additional information relating to electronic communications.

Notices to Us. To give Us notice under these Terms and Conditions, You must contact Us as follows: Avaxa Creative Group Attn: Legal, 100 Enterprise Drive, Suite 301, Rockaway, NJ 07866. We may update the contact information for notices to Us by posting a notice on the Services or amending these Terms and Conditions. Notices will be effective when received by Avaxa.

Independent Contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms and Conditions.

No Waiver. Any requested waiver of any provision of the Terms and Conditions by You must be made in writing and signed by an authorized representative of Avaxa specifically referencing the Terms and Conditions and the provision to be waived. The failure by Us to enforce any right or provision of these Terms and Conditions will not constitute a waiver of future enforcement of that right or provision.

Cumulative Remedies. All rights and remedies provided to Avaxa are cumulative and not exclusive, and the exercise by Avaxa of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise.

Severability. If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify these Terms and Conditions to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Survival. Any provision of these Terms that imposes or contemplates continuing obligations on You or Us will survive the expiration or termination of these Terms.

Third-Party Beneficiaries. Except as otherwise expressly provided in these Terms or any Additional Terms, there will be no third-party beneficiaries to these Terms or any Additional Terms.

Assignment. You will not assign any of Your rights or delegate any of Your obligations under these Terms and Conditions without Our prior written consent. Any purported assignment or delegation in violation of this paragraph is null and void. No assignment or delegation relieves You of any of Your obligations under these Terms and Conditions. Avaxa may assign or transfer these Terms and Conditions and/or its rights and/or obligations hereunder. These Terms will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns.

23. ENTIRE AGREEMENT

These Terms and Conditions, Our Privacy Policy, and any Additional Agreement constitute the entire agreement between You and Us and govern Your use of the Service, superseding any prior agreements between You and Us with respect to the Service.

24. TRADEMARKS

The name “Avaxa Creative Group”, “Stratepulting Your Brand”, “Stratepulting” and other Avaxa marks, logos, designs, and phrases that We use in connection with the Services are trademarks, service marks, or trade dress of Avaxa in the U.S. and other countries. They may not be used without the express written prior permission of Avaxa.