Welcome to Testudo MKT, Inc.
By accessing or using the Testudo Website or Testudo Platform in any way, you agree to these terms and conditions of use (“Terms”). If you do not agree to these Terms, you are not permitted to access or use the Testudo Website and/or the Testudo Platform. THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT APPLY TO YOU. PLEASE READ IT CAREFULLY.
By continuing to access or use the services provided by the Testudo Website and/or the Testudo Platform (“Services”) after any revisions become effective, you agree to be bound by the revised Terms.
1. BASIC TERMS
1.1 You may use the Testudo Website and/or the Testudo Platform only if you have the capacity to enter into a binding agreement with us, and only as permitted by law. You are prohibited from using the Services offered on the Testudo Platform if you are under eighteen (18) years of age. Additional eligibility requirements may apply to some Services; you will be notified of those additional requirements in these Terms or otherwise in connection with the relevant Services.
1.2 If you are accessing the Testudo Website and/or the Testudo Platform on behalf of a company, other individual, or other entity, you represent and warrant that you are at least eighteen (18) years old, and that you are authorized to bind that other individual, entity, or company to these Terms, in which case the terms "you" and "your" in these Terms will refer to that entity.
1.3 To access our Services, you must register for an account on the Testudo Platform. You acknowledge and agree that you are solely responsible for the accuracy and content of your account, and you agree to keep it and your personal information up to date.
1.5 You may choose to register for an account on the Testudo Website or Platform. We have the right to refuse to accept any application for an account registration or to terminate or suspend any account at any time, in our sole discretion.
1.6 Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. You acknowledge and agree that you are solely responsible for maintaining the confidentiality of your access credentials and other account information, including your account password, and for all activities that occur under or through your account.
1.7 You agree to notify us immediately if you suspect or become aware of any unauthorized access to or use of your account or password or any other security breach regarding our Services.
1.8 Your account is exclusive and non-transferable. You are not permitted to rent, sell, lease, sublicense or otherwise transfer your Testudo Website or Platform account, or any access to or use of our Services, to any third party.
1.9 We may reclaim or repurpose any username or URL using our Services, at any time and at our sole discretion, for any reason, including if we believe it is necessary to enforce the rights of a third party.
1.10 We reserve the right to investigate and prosecute violation of these Terms to the fullest extent permitted by applicable law.
"User" means any person or entity that accesses or uses our Services in any way, whether or not they register for a Testudo account, including you.
"Content" means any and all images, text, information, data, audio, video, graphics, computer code, software, and other material provided on or through our Services, including any email messages sent from us to you.
3. GENERAL CONTENT TERMS
3.1 Note that Content includes art and subject matter that may include nudity or other visual or written material that some people may consider offensive or inappropriate for children and minors. If you permit a child or anyone else to use your computer or other device, it is solely your responsibility to prevent them from accessing any Content you consider inappropriate or which may be inappropriate for them.
3.2 If your use of our Services results in the need to service or replace any equipment or data, Testudo will not be responsible for those costs or losses. We urge you to back up your data at all times and ensure that your equipment and software are up-to-date and compatible with the Testudo Website and Platform.
4. When you access or use the Testudo Platform, which requires an email address for access, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
5. LIMITED PERMITTED USE
5. Subject to these Terms, you are permitted to access and view Content for your own personal, non-commercial use, in accordance with the intended purpose of our platform and the restrictions placed on our Services.
6. PROHIBITED USES
6.1 Any commercial distribution, publishing, use, or exploitation of the Testudo Website and/or Platform or any element thereof (including any Content, software, code, data or materials used in or available on the Testudo Website and/or Platform), is strictly prohibited unless you have received the express prior written permission of Testudo or the applicable rights holder.
6.2 Other than as expressly permitted under these Terms, you may not perform the following actions: (i) download, publish, perform, display, distribute, copy, imitate, mirror, reproduce, post, transmit, modify, adapt, edit, create derivative works from, transfer, sell, license, rent or otherwise exploit or make commercial use of the Testudo Website and/or Platform or any element thereof; or (ii) translate, reverse engineer, decompile, decrypt, disassemble, or convert into human readable form the Testudo Website and/or Platform or any element thereof (including any content, software, code, data or materials used in or available on the Testudo Website and/or Platform) not intended to be read as such.
6.3 You agree that you will not use the Testudo Website and/or Platform or any element thereof for any purpose that is unlawful, commercial in nature, or prohibited by these Terms, or any other purpose not otherwise permitted under these Terms. You agree to abide by all applicable local, state, national and international laws, regulations, and rules and not to access or use the Testudo Website and/or Platform from a jurisdiction where such access or use is illegal or unauthorized. By way of example, and not limitation, you agree that while using the Testudo Website and/or Platform, you shall not:
(a) impersonate any person or entity, or misrepresent your affiliation with any other person or entity;
(b) engage in data mining, spidering, "screen scraping," "database scraping," harvesting of information, e-mail addresses, IP addresses or other contact or personal information, or any other automatic means of obtaining information from the Testudo Website and/or Platform;
(c) use or deploy any 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 network system or to damage or obtain unauthorized access to the Testudo Website and/or Platform;
(d) breach, disable, or circumvent any security or authentication measures on or in connection with our Services;
(e) obtain or attempt to obtain unauthorized access to computer systems, materials, or information that is not intentionally made publicly available by Testudo through any means, including through password mining;
(f) use the Testudo Website and/or Platform or any services, content, functions, information, materials or products available through the Testudo Website and/or Platform in violation of Testudo or any third party's intellectual property or other proprietary or legal rights; or
(g) frame or link to the Testudo Website and/or Platform without our express written permission.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
7.1 All Content is owned by Testudo, and is protected by U.S. and international copyright laws, trademark laws, and/or other proprietary rights and laws. The trademarks, service marks, logos, and product names displayed on or in connection with our Services are the registered and unregistered trademarks and service marks of Testudo or third parties in the U.S. and/or other countries.
7.2 You are not granted any ownership or licensing rights over any Content, or any intellectual property rights in any Content through your use of the Services or the Testudo Website and/or Platform.
7.3 Except as expressly permitted by these Terms, you must not reproduce, distribute, adapt, modify, translate, create derivative works from, publish, or otherwise use any Content in any way without express prior written permission from us or the appropriate third-party rights holder.
7.4 Any commercial exploitation of any image or other Content without express prior written permission from us or the appropriate third-party rights holder, including any commercialized reproduction, distribution, publishing, or creation of derivative works, is strictly prohibited and will be prosecuted to the fullest extent of the law.
7.5 We reserve all rights not expressly granted to you in these Terms.
8.1 Our Services include an online marketplace where Users may browse and buy artwork. Our Services also include features that enable Users to contact and communicate with us.
8.2 Minors (individuals under 18 years of age) are prohibited from using our Services and acting as buyers.
8.3 Sellers must receive our express written permission, granted at our sole discretion, to list, market, or offer artworks for sale on the Testudo Website and/or Platform. Sellers will be selected by Testudo in accordance with our Selection Criteria. [LA1]
8.4 As a marketplace, unless otherwise agreed to or noted in writing, we do not own, take title to the property listed, marketed, offered or sold on or in connection with our Services. All property is offered for sale and sold directly from the seller to the buyer, and we are not a party to any sale. We do not transfer, and are not responsible for transferring, legal ownership of property from the seller to the buyer.
8.5 We may facilitate communications or payments between buyers, prospective buyers, and sellers in connection with artwork; however, we have no agency authority and are not the agent of any party, for any purpose. We solely provide a marketplace and accept payment from the buyer on behalf of the seller. We may, but are not obligated to, provide intermediary services between buyers, prospective buyers, and sellers in connection with customer service or dispute resolution matters.
8.6 We do not endorse or control and are not responsible for the conduct of any buyer, prospective buyer, or seller. We make no representations or warranties as to the character, reputation, policies, or practices of any buyer, prospective buyer, or seller.
8.7 We do not endorse or make any representations or warranties of any kind, whether express or implied, with respect to: (i) artists’ listings on our Services, whether as to accuracy, completeness, truthfulness, reliability or otherwise; or (ii) any property listed, marketed, offered or sold (whether online or offline) by any User and/or third party, whether as to quality, size, condition, description, provenance, attribution, authenticity, legality, merchantability, fitness for a particular purpose, or otherwise.
8.8 No statement made by any seller about any property (whether orally, in writing, on our Services or otherwise) will be considered a representation, warranty, or assumption of liability of any kind by us.
8.9 In placing listings of artwork on the Testudo Website and/or Platform, we are not acting as an art advisor and do not offer users, artists, potential sellers, sellers, or buyers advice of any kind as to the prospective value of artwork.
8.10 We reserve the right, at any time and at our sole discretion, to refuse, delay, suspend, or remove the listing of any artwork on the Testudo Website and/or Platform.
9. CONDITIONS OF SALE
9.1 Testudo shall receive commission fees for the sale of all artworks carried out through the Testudo Website and/or Platform. The buyer shall pay a ten percent (10%) buyer’s premium calculated based upon the final sale price, while the artist shall pay a ten percent (10%) commission fee. All prices listed on the Testudo Platform include the commission fees.
9.2 To initiate a purchase through the Testudo Platform, you must log into your account and select to purchase an artwork. After selecting the option to make the purchase, you will receive a notification confirming the final purchase price, including any applicable taxes, shipping fees and associated costs. Payment in full must be made immediately.
9.3 Within five (5) days of receiving your payment, Testudo will initiate shipment of the artwork to your preferred address. If you do not supply Testudo with a preferred address, Testudo will ship the artwork to the address associated with your account.
9.4 All sales made on the Testudo Platform are final, and thus a buyer shall not be entitled to a refund of the purchase price, unless the artwork purchased is damaged. It shall be your responsibility to examine any and all artworks purchased from the Testudo Platform. To receive a refund for any damaged artwork, the buyer must inform Testudo, via email at email@example.com, of any damage within five (5) days of the buyer receiving the artwork at the address provided to Testudo.
9.5 You understand and acknowledge that although Testudo shall make every effort to accurately display the artworks for sale on the Testudo Platform, different device screens and monitors display colors different. Testudo does not and cannot guarantee that an artwork will match exactly what you have viewed on your screen.
9.6 You acknowledge and agree that unless specified by the creator of the artwork you have purchased, or as provided to you in any communication, the purchase of the artwork is not accompanied by a license, assignment or transfer of any intellectual property rights, including copyright, in the artwork.
9.7 You acknowledge and agree that, unless specified in a written communication, the artist retains all moral rights in the artwork, under the Visual Artists Rights Act of 1990 (VARA), (Pub.L. 101–650 title VI, 17 U.S.C. § 106A).
9.8 You understand and agree that you, your heirs, and your assigns are strictly prohibited from reselling any and all artworks purchased on the Testudo Platform within one (1) year of your purchase date. If you seek to resell the work, you must first receive permission from Testudo to do so. If you do not receive permission for resale, you agree to grant the Artist first right of refusal to repurchase the artwork at the original sale price.
9.9 You acknowledge and agree that the artworks for sale on the Testudo Website and/or Platform are accompanied by resale royalty provisions. This means that upon the resale of any artwork purchased on the Testudo Platform, the artist of the artwork shall receive five percent (5%) of the total sales price (“Resale Royalty Payment”). If you choose not to the resell the artwork on the Testudo Platform, you shall pay the Resale Royalty Payment to the artist directly. If you choose to resell the artwork on the Testudo Platform, you shall pay the artist only half of the Resale Royalty Payment, while the buyer on resale shall pay the other half of the Resale Royalty Payment. The Resale Royalty Payment must be made to the artist within fifteen (15) days of you receiving payment for the resale of the artwork. Further, the Resale Royalty shall attach to any subsequent sale, and thus you and all subsequent buyers must include the following language, in writing, with the artwork when it is offered for sale in the future: “A Resale Royalty in the amount of five precent (5%) of the total sales price shall be applied to all subsequent sales of this artwork and paid to the artist.”
9.10 It is prohibited for artists to purchase the artworks they have made and placed for sale on the Testudo Website and/or Platform. This prohibition also applies to any agents of the artist. This prohibition does not apply to artworks for resale.
9.11 You shall not intentionally destroy, damage, alter, modify or change any and all artworks you purchase through the Testudo Platform. You acknowledge and agree that if you do any of the acts listed in this clause, then the artist shall have the right to remove his/her/their attribution to the artwork.
9.12 You agree that if the any artwork purchased through the Testudo Platform is damaged in any way, you shall consult with the artist prior to the commencement of any repairs or restoration, and if practicable the artist shall be given the opportunity to make any required repairs or restoration. You acknowledge and agree that if you do not follow the instructions provided by the artist, the artist shall have the right to remove his/her/their attribution to the artwork.
10.1 You agree to defend, indemnify on demand, and keep Testudo and agents (collectively, the “Released Parties”) indemnified, and hold the Released Parties harmless from any and all claims, liabilities, costs, losses, and expenses, including reasonable attorneys' fees, arising in any way from:
(a) your use of or reliance on the Testudo Website and/or Platform;
(b) your purchase of artwork through the Testudo Website and/or Platform;
(c) your transmission of any message, information, software, or other materials through the Testudo Website and/or Platform; or
(d) your fraudulent or deceptive acts or omissions, or breach or violation of the law or of these Terms.
10.2 We will provide you with prompt notice of any such claim, suit, or proceeding.
10.3 We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you; in such case, you agree to assist and cooperate with our defense.
10.4 You shall not settle any such claim without our prior written approval.
10.5 Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of our Services.
11. DISCLAIMER OF WARRANTIES
11.1 YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS AND USE OF THE TESTUDO WEBSITE AND/OR PLATFORM IS AT YOUR OWN RISK, AND THAT OUR SERVICES ARE PROVIDED ON AN “AS IS ” AND “AS AVAILABLE ” BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
11.2 WITHOUT LIMITING THE FOREGOING, TESTUDO (I) MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY ARTWORKS, AND (II) HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT THERETO.
11.3 WE FURTHER DO NOT WARRANT OR GUARANTEE THAT:
(A) THE TESTUDO WEBSITE AND/OR PLATFORM OR ANY CONTENT, INFORMATION, AND ARTWORKS AVAILABLE THROUGH THE WEBSITE AND/OR PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR PLACE.
(B) THE TESTUDO WEBSITE AND/OR PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12. GENERAL RELEASE
12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY AGREE TO RELEASE TESTUDO FROM ALL CLAIMS, DEMANDS, SUITS, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS' FEES), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN CONNECTION WITH: (i) ANY DISPUTES BETWEEN YOU AND ONE (1) ANY ARTWORK EXHIBITED, LISTED, MARKETED, OFFERED FOR SALE, OR SOLD THROUGH, OR IN ANY WAY CONNECTED WITH OUR SERVICES; OR (2) ANY ARTIST SELLING ARTWORK ON THE TESTUDO WEBSITE AND/OR PLATFORM; OR (ii) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS (WHETHER IN PERSON, ONLINE OR OTHERWISE) BETWEEN YOU AND A SELLER OF ARTWORKS ON THE TESTUDO WEBSITE AND/OR PLATFORM.
13. LIMITATION OF LIABILITY
13.1 IN NO EVENT SHALL ANY RELEASED PARTY BE LIABLE, WHETHER IN AN ACTION BASED ON A CONTRACT INDEMNIFICATION, OBLIGATION, OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR OTHERWISE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS) OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO (A) ANY BREACH OF THIS AGREEMENT; (B) THE USE OF, OR THE INABILITY TO USE, THE TESTUDO WEBSITE AND/OR PLATFORM OR THE CONTENT, MATERIALS, INFORMATION, FUNCTIONS OR PRODUCTS AVAILABLE THROUGH THE TESTUDO WEBSITE AND/OR PLATFORM; (C) YOUR PROVISION OF INFORMATION VIA THE TESTUDO WEBSITE AND/OR PLATFORM; (D) ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE TESTUDO WEBSITE AND/OR PLATFORM; (E) ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE TESTUDO WEBSITE AND/OR PLATFORM; OR (F) LOST BUSINESS OR LOST SALES, EVEN IF SUCH RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. OTHER WEBSITES AND SERVICES
14.1 The Testudo Website and/or Platform may include links to other websites. The inclusion of such links is not an endorsement, warranty, or assumption of liability by Testudo with respect to any such websites or services, or any information, content, materials, goods or services displayed on or available from any such websites or services.
15. CHOICE OF LAW AND DISPUTE RESOLUTION
15.1 You agree that all claims or disputes you have against us arising out of or related to these Terms or our Services shall be governed by the laws of the State of New York, excluding its conflict of laws principles.
15.2 The parties agree, consent, and waive contest to the exclusive jurisdiction and venue of the federal or state courts of New York for all disputes arising out of or relating to these Terms.
15.3 The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to the Contract.
15.4 Nothing in these Terms will preclude Testudo from seeking injunctive or other equitable relief in any jurisdiction as necessary to enforce any rights arising out of or in connection with these Terms or the Services.
15.5 You agree that regardless of any law to the contrary, each claim you might have against us arising out of or related to these Terms or our Services must be filed within the applicable statute of limitations, or one (1) year after such claim arises, or else such claim will be considered permanently time-barred.
16. DISPUTE RESOLUTION
16.1 Except as otherwise provided under these Term, all disputes and claims between you and Testudo shall be resolved by attempting to negotiate a settlement, in good faith, to any dispute within thirty (30) working days, by either you or Testudo notifying the other party of the dispute.
16.2 If the good faith efforts are not successful, you and Testudo hereby irrevocably and unconditionally agree that the dispute shall be resolved by litigation in the New York State Supreme Court, New York County or in the United States District Court for the Eastern District of New York, and you hereto consent to the personal jurisdiction of such courts.
16.3 In any legal proceeding between the you and Testudo relating to the enforcement of any rights arising out of or relating to these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs.
17. INTERNATIONAL USE
17.1 Our Services are based in the United States, and we do not represent or warrant that our Services will be appropriate or available for use outside the United States.
17.3 You must not access or use our Services if any applicable local, state, national, or international law or regulation prohibits you from receiving products or services originating from the United States.
17.4 By agreeing to these Terms, you make the following representations:
a) Neither you, nor the entity you represent, if applicable, is a resident (if an individual) or located in or organized under the laws of (if an entity) a nation in which the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury has issued sanctions, including Cuba, Iran, North Korea, the Crimea region of Ukraine, or Syria.
b) Neither you, nor any agent or affiliated entity related to you is, or is owned or controlled by, or acting on behalf of, a person that is the subject of any sanctions administered or enforced by any relevant sanctions authority including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of Treasury (OFAC), or any governmental or public entity or official of Cuba, Iran, North Korea, or Syria; and
c) Neither you, nor any agent or affiliated entity will transfer or facilitate the transfer of any item purchased or otherwise obtained via Testudo, to any person who is, or who is owned or controlled by, or acting on behalf of, a person that is the subject of any sanctions administered or enforced by any relevant sanctions authority including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of Treasury (OFAC); or to any governmental or public entity or official of Cuba, Iran, North Korea, or Syria.
18.1 We may change these Terms from time to time, without notice to you. It is your responsibility to periodically check the Terms for applicable updates.
18.2 Any changes made to these Terms will not be retroactive. Changes to these Terms will not apply to any claim or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim or dispute arose.
19. CHANGES TO SERVICES
19.1 Our Services may change without notice. We reserve the right to change, modify, add, remove or discontinue any and all of our Services, in whole or part, temporarily or permanently, with or without notice, for any reason or no reason, at any time and at our sole discretion.
18.2 We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to our Services, including any loss of business or the ability to use any product, Service, or Content.
20.1 You may stop using our Services at any time, subject to any other agreements between you and us.
20.2 We reserve the right to terminate your account with Testudo (if you have such an account), and/or to limit, terminate or suspend your access to or use of any or all of our Services, at any time and at our sole discretion, without notice or liability, for any reason or no reason whatsoever, including your violation of the letter or spirit of these Terms or any other applicable agreements with us.
20.3 After any termination of these Terms and/or any termination of your access to or use of our Services, the following will survive and remain in full force and effect: (i) all outstanding obligations you may have to us under these Terms or otherwise; and (ii) all remedies for breach of these Terms.
21. COPYRIGHT POLICY
21.1 If you believe that we have infringed upon your copyright, please contact us with a written notice containing all of the following information ("Notice"):
(a) A description or title of the copyrighted work that you claim has been infringed;
(b) Your address, telephone number, and email address;
(c) A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(d) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
(e) 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 an authorized agent of the copyright owner.
The notice may be emailed to firstname.lastname@example.org or mailed to:
Testudo MKT, Inc.
67 35th Street
Bldg 5, 3rd Floor, Space C351
Brooklyn, NY 11232
22. BINDING AGREEMENT
22.1 These Terms will be binding on your successors and assigns, but you are not allowed to assign, transfer or sublicense these Terms or any right or obligation under these Terms without our prior written consent. These Terms, and all rights granted to or reserved by us under these Terms, will benefit and be enforceable by our successors and assigns.
22.2 These Terms are binding and fully effective, to the extent permitted by law, on your heirs, executors, administrators, successors, and assigns. These Terms will benefit and be enforceable by Testudo’s successors and assigns.
22.3 You are prohibited from assigning, transferring, or sublicensing these Terms or any right or obligation under these Terms without our prior written consent.
23.2 If any provision of these Terms is found by a court of competent jurisdiction to be invalid, it is your and Testudo’s intent that the remaining provisions of the Terms will remain in full force and effect, and the affected provision or portion thereof will be deemed modified so that it is enforceable to the maximum extent permissible to reflect the intentions of you and Testudo as evidenced from the provisions of the Terms as closely as possible, and the other provisions of the Terms remain in full force and effect.
23.3 Any delay in the enforcement of rights or provisions of these Terms shall not be deemed a waiver of the same and shall not prevent Testudo from later exercising its full rights and remedies under these Terms.
23.4 The section headings used in these Terms are intended for convenience of reference only and shall not be considered when interpreting the Terms. Nothing in the Terms shall be construed as creating any direct or beneficial right in or on behalf of any third party.
Further Inquiries. You may direct questions about these Terms, or other issues, to:
Testudo MKT, Inc.
67 35th Street
Bldg 5, 3rd Floor, Space C351
Brooklyn, NY 11232
Last Modified: April 22, 2022