Terms of Service

TERMS OF SERVICE

Last updated: April 30, 2026

Please read these Terms of Service (“Terms,” “Terms of Service,” “Legal Terms”) carefully before using the https://www.vonkdigital.com/ website (the “Site”) and/or purchasing or using any Vonk Digital services, products, subscriptions, websites, hosting, software, plugins, calculators, widgets, marketing services, or related deliverables (collectively, the “Service”), operated by Vonk Digital, LLC (“Vonk,” “we,” “us,” or “our”).

These Terms constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you” or “Client”), and Vonk Digital, LLC, concerning your access to and use of the Service. Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, clients, account holders, and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree with any part of the Terms, then you do not have permission to access or use the Service.

The Service is intended for users who are at least eighteen (18) years old. Persons under the age of 18 are not permitted to use or register for the Service.

Communications

By creating an account, submitting a form, purchasing a product or service, or otherwise using the Service, you agree that we may contact you regarding your account, purchases, support, service updates, administrative messages, and marketing or promotional materials, subject to applicable law and our posted policies (including our Communications Policy and Privacy Policy). You may opt out of marketing emails by using the unsubscribe link in the email.

User Representations

By using the Service, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update it as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Service through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Service for any illegal or unauthorized purpose; and (7) your use of the Service will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

Accounts

When you create an account with us, you represent that you are at least eighteen (18) years old and that the information you provide is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in immediate termination of your account.

You are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer and/or account. You agree to accept responsibility for all activities or actions that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. We also reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Purchases

If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, expiration date, billing address, and other payment details. We accept Visa, Mastercard, American Express, Discover, and PayPal. All payments shall be in U.S. dollars. Sales tax will be added to the price of purchases as deemed required by us.

You represent and warrant that:

  • you have the legal right to use any payment method(s) used in connection with any Purchase; and
  • the information you supply to us is true, correct, and complete.

The Service may use third-party services to facilitate payment processing and completion of Purchases. By submitting your payment information, you authorize us to share that information with such third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel any order at any time for reasons including but not limited to: product or service availability, errors in the description or price, errors in your order, suspected fraud, or an unauthorized or illegal transaction. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order, including orders placed by or under the same customer account, the same payment method, or the same billing address.

Availability, Errors, and Inaccuracies

We are constantly updating product and service offerings on the Service. The information on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable, and we cannot guarantee the accuracy or completeness of any information found on the Service.

We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Subscriptions & Billing

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either monthly or annually, depending on the plan selected at checkout or in your account.

At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or we cancel it. You may cancel renewal through your account management page (if available) or by contacting our customer support team at [email protected]. Cancellation will take effect at the end of the current paid term.

A valid payment method is required to process Subscription payments. You shall provide accurate and complete billing information, including full name, address, state, zip code, telephone number, and valid payment method details. By submitting payment information, you authorize Vonk to charge all Subscription fees incurred through your account to the payment method(s) provided.

Failed Payments; Grace Period; Website Suspension; Deletion

If automatic billing fails for any reason, we will notify you via email. We allow a five (5) day grace period for you to bring the account current. After that time, we may place the website into maintenance mode and cancel the billing account.

We may hold the website in maintenance mode for seven (7) additional days. After that period, we may delete the website from our servers. If you wish to reinstate service after deletion, you must create a new account and pay any then-current setup fees again.

Fee Changes

Vonk may modify Subscription fees in its sole discretion at any time. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide reasonable prior notice of fee changes to give you an opportunity to terminate your Subscription before the change becomes effective. Your continued use of the Service after the fee change takes effect constitutes your agreement to pay the modified Subscription amount.

Refunds

All payments to Vonk are non-refundable. This includes setup fees, prepayments, and subsequent charges regardless of usage. Client is not entitled to any refunds, pro-rated or otherwise, in the event of early termination by Client or termination by Vonk according to these Terms. Any overcharges or billing disputes must be reported within sixty (60) days of the time the dispute occurred.

Content

Our Service may allow you to post, link, store, share, and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for Content you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, you represent and warrant that:

  • the Content is yours (you own it) and/or you have the right to use it and grant the rights and licenses described in these Terms; and
  • the posting of your Content does not violate privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity.

You retain your rights to your Content. However, by posting Content using the Service, you grant Vonk a worldwide, royalty-free, non-exclusive license to use, host, copy, reproduce, modify (for formatting and display), perform, display, and distribute such Content as necessary to provide and operate the Service, including displaying your website publicly and maintaining backups.

We reserve the right (but have no obligation) to monitor and edit Content, and to terminate the account of anyone found to be infringing on copyright or otherwise violating these Terms.

In addition, Content found on or through this Service (excluding Client Content) is the property of Vonk and/or its licensors or is used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Prohibited Activities

You may not access or use the Service for any purpose other than that for which we make the Service available. The Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Service, you agree not to:

  • Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Service.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service.
  • Use any information obtained from the Service in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Service in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Service.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Service or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Service.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person.
  • Upload or transmit any material that acts as a passive or active information collection or transmission mechanism (e.g., web bugs, cookies, or other similar devices commonly referred to as “spyware” or “passive collection mechanisms”).
  • Interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Service to you.
  • Attempt to bypass any measures of the Service designed to prevent or restrict access to the Service.
  • Copy or adapt the Service’s software, including but not limited to PHP, HTML, JavaScript, CSS, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation any spider, robot, scraper, or offline reader that accesses the Service, or use or launch any unauthorized script or other software.
  • Make any unauthorized use of the Service, including collecting usernames or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Service as part of any effort to compete with us or otherwise use the Service and/or its Content for any revenue-generating endeavor or commercial enterprise (other than the legitimate use of the Service contemplated by your Subscription).
  • Sell or otherwise transfer your profile or account.

Website Data and Uptime

You are responsible for ensuring the functionality of your devices and network connections used to access the Service, including “browser” software. We assume no responsibility for the reliability or performance of your internet provider or devices.

Your access may be temporarily limited or suspended: (a) during planned downtime for upgrades and maintenance; (b) during unavailability caused by technical failures, third-party acts (including hosting providers), connectivity issues, acts of God, acts of government, acts of terror or civil unrest, denial of service attacks, or other attacks; (c) if we suspect or detect malicious software, code, or activity within your account; or (d) if you breach these Terms or any rule or law regulating use of the Service.

Vonk assumes no liability for downtime or for loss of customer data or other data directly or indirectly caused by the issues described above.

User Data

We will maintain certain data that you transmit to the Service for the purpose of managing the performance of the Service, as well as data relating to your use of the Service. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Service. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption.

Intellectual Property; License; Restrictions; Anti-Cloning

Ownership

As between Vonk and you (“Client”), Vonk exclusively owns and retains all right, title, and interest in and to: (a) the Service; and (b) all software, code (including source code), themes, templates, components/blocks/sections, layouts, user interface and “look and feel,” style rules (including CSS frameworks), design systems, automations, prompts/workflows, calculators, widgets, schemas/structured data systems, integrations, plugins (including custom plugins), documentation, and any updates, upgrades, modifications, or derivative works of the foregoing; and (c) any content, text, images, graphics, copy blocks, layouts, or other materials created by Vonk as part of providing the Service (collectively, “Vonk Materials”), excluding Client Materials (defined below).

Client Materials

Client retains ownership of trademarks, logos, and original content supplied by Client to Vonk (for example, Client brand assets, Client-provided photos, and Client-provided copy) (“Client Materials”). Client grants Vonk a limited license to use Client Materials solely to provide the Service.

Limited License to Use Vonk Materials (Subscription)

Subject to Client’s ongoing compliance with these Terms and payment of all fees when due, Vonk grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Vonk Materials only as incorporated into Client’s website provided through the Service and only during the active Subscription term. No ownership rights are conveyed to Client. Client is purchasing a subscription/license to use Vonk Materials—not ownership of the underlying website system, templates, or code.

Restrictions / No Copying / No Derivative Clones

Client shall not, and shall not permit any third party (including contractors, developers, agencies, or hosting providers) to:

  • copy, reproduce, scrape, export, extract, republish, distribute, or publicly display Vonk Materials, except as necessary for ordinary end-user viewing of the live website;
  • reverse engineer, decompile, disassemble, or attempt to derive source code, trade secrets, or underlying ideas from the Service or Vonk Materials;
  • create, develop, or commission any website, theme, template, plugin, calculator, schema system, automation, or other work that is substantially similar to or derived from Vonk Materials (including “look and feel,” page structure, layout patterns, design system, CSS rules, components/blocks/sections, template libraries, calculators/widgets, schemas, or automations), whether by manual recreation, export, screenshot recreation, AI-assisted recreation, or otherwise;
  • remove, alter, or obscure any proprietary notices, watermarks, identifiers, or attribution contained in or on Vonk Materials; or
  • use Vonk Materials outside of the Service environment or after termination, unless Vonk has expressly granted written permission (which may be withheld in Vonk’s sole discretion).

Substantial Similarity Standard

For clarity, a violation may exist even if the infringing work uses different file names, different hosting, minor color/spacing changes, different images, or revised text. If the overall structure, components, design system, templates, calculators/widgets, schemas, or automations are substantially similar to Vonk Materials, it will be treated as a prohibited derivative or copy.

Third-Party Access

If Client provides Vonk Materials (or access to the Service, admin panels, staging environments, exports, backups, or code snippets) to any third party, Client remains fully responsible for that third party’s compliance with these Terms.

Effect of Cancellation / Termination

Termination by Vonk

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.

Termination by Client

If you wish to terminate your account, you may discontinue using the Service and/or cancel renewal through your account management page (if available) or by contacting support.

Termination of License

Upon cancellation or termination of the Service for any reason, the license granted to Client to use Vonk Materials immediately terminates.

Post-Termination Obligations

Within ten (10) days of termination, Client must:

  • cease all use of Vonk Materials;
  • remove and permanently delete any copies of Vonk Materials in Client’s possession or control (including backups, exports, repositories, shared drives, and materials provided to third parties); and
  • upon Vonk’s reasonable request, provide written certification of compliance.

No Buyout; No Post-Termination License; No Transfer

Client acknowledges and agrees that Vonk does not offer a buyout, source-code release, or purchase option for Vonk Materials. Upon termination or cancellation for any reason, Client receives no right to retain, reuse, copy, recreate, or commission a recreation of Vonk Materials (including any substantially similar site, templates, layouts, design systems, CSS frameworks, components/blocks/sections, calculators/widgets, schema systems, plugins, automations, prompts/workflows, or other proprietary elements), except for Client Materials.

Client Content Export

Upon request (and subject to any then-current fees for time/materials, if applicable), Vonk may provide Client with a reasonable export of Client Materials that are reasonably separable (for example, Client-provided logos and images, and Client-provided copy). No export will include Vonk Materials or grant any license to Vonk Materials.

No Continued Use in Any Form

For clarity, Client may not continue using Vonk Materials after termination in any form, including by hosting a copied site, rebuilding a substantially similar site, or commissioning any third party to recreate Vonk Materials.

Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by Vonk. Vonk has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Vonk shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any third-party websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

Digital Millennium Copyright Act (DMCA) Notice and Policy

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Service infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Service infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by the Notification, a representative list of such works; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter Notification

If you believe your own copyrighted material has been removed from the Service as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent (a “Counter Notification”). To be effective, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

Vinnie Balsamo
Attn: Copyright Agent
Vonk Digital, LLC
101 N. Acacia Avenue, Suite 113
Solana Beach, CA 92075
United States
Email: [email protected]

Enforcement; Injunctive Relief; Verification; Attorneys’ Fees

Injunctive Relief

Client acknowledges that unauthorized use, copying, or derivative creation of Vonk Materials may cause irreparable harm for which monetary damages may be insufficient. Vonk is therefore entitled to seek immediate injunctive or equitable relief (without the requirement of posting bond to the extent permitted by law) in addition to any other remedies available.

Verification / Limited Audit

If Vonk has a good-faith basis to suspect a breach of these Intellectual Property provisions, Client agrees to reasonably cooperate with Vonk’s verification efforts, which may include providing: (i) the URL(s) of any replacement website(s); (ii) access to view publicly available pages; and (iii) a written statement identifying the developer/agency responsible for any rebuild. Any verification will be limited to confirming compliance and will not require Client to disclose unrelated confidential business information.

Responsibility for Third Parties

Client is responsible for any breach of these Intellectual Property provisions by Client’s employees, contractors, developers, agencies, or other representatives, and for any unauthorized use of Vonk Materials resulting from Client providing access to Vonk Materials or the Service.

Attorneys’ Fees

If Vonk must enforce these Intellectual Property provisions and substantially prevails, Client agrees to reimburse Vonk for reasonable attorneys’ fees and costs.

Liquidated Damages for Unauthorized Use of Vonk Materials

Client acknowledges that damages arising from unauthorized copying, use, publication, or derivative creation of Vonk Materials—including substantially similar reproductions—are difficult to precisely determine at the time of contracting due to, among other things, the proprietary nature of Vonk Materials, lost licensing revenue, competitive harm, reputational harm, and investigation/enforcement costs. Accordingly, if Client breaches the Ownership/Restrictions provisions above, Client agrees to pay liquidated damages (not a penalty) as follows:

  • Base Amount: $25,000 per infringing website/domain that uses or is derived from Vonk Materials; and
  • Continuation Amount: if the unauthorized use continues more than three (3) days after Vonk provides written notice, $250 per day until the unauthorized use ceases; and
  • Costs: Vonk’s reasonable investigation, enforcement, and attorneys’ fees and costs (if Vonk substantially prevails).

The parties agree these amounts represent a reasonable estimate of anticipated harm and are not intended as a penalty.

Indemnification

You agree to defend, indemnify, and hold harmless Vonk and its licensees and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including, but not limited to, attorneys’ fees), resulting from or arising out of: (a) your use of and access to the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) Content posted on the Service; (d) any breach of your representations and warranties set forth in these Terms; or (e) your violation of the rights of a third party, including but not limited to intellectual property rights.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Disclaimer

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

VONK AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT WARRANT THAT: (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VONK, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (III) ANY CONTENT OBTAINED FROM THE SERVICE; OR (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding the Service and supersede and replace any prior agreements we might have had between us regarding the Service.

Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in San Diego County, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in San Diego County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.

In no event shall any Dispute brought by either Party related in any way to the Service be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed above.

Restrictions / Class Action Waiver

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law: (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

Electronic Communications, Transactions, and Signatures

Visiting the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically—via email and on the Service—satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy. By using the Service, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Service is hosted in the United States. If you access the Service from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Service you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days’ notice prior to any new terms taking effect, unless a shorter period is permitted by law. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use the Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Survival

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, restrictions on use, post-termination obligations, enforcement, remedies, liquidated damages, indemnity, limitation of liability, dispute resolution, and warranty disclaimers.

Miscellaneous

These Terms and any policies or operating rules posted by us on the Service or in respect to the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Service. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Contact Us

If you have any questions about these Terms, please contact us.

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